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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, 1998

 |_| 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 February 26, 1999 was $168,079,000.
     The number of shares  outstanding  of the  registrant's  common stock as of
February 26, 1999 was 15,949,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the annual report to stockholders  of Commonwealth  Industries,
Inc. for the year ended  December 31, 1998 are  incorporated  by reference  into
Parts I and II and portions of the definitive  Proxy  Statement  dated March 17,
1999 for the 1999 Annual Meeting of  Stockholders  to be held April 23, 1999 are
incorporated by reference into Part III.

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<PAGE>
                          COMMONWEALTH INDUSTRIES, INC.
                                    FORM 10-K
                      For the Year Ended December 31, 1998

                                      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 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 the Alflex facilities in Long Beach, California.

         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,  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;  beverage  cans;  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
1998 was 894  million  pounds  or about  89% of  capacity.  In 1998,  the  North
American  market for aluminum sheet  products,  excluding  sheet used to produce
aluminum beverage cans, was approximately five 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, 1998 it had a backlog of
firm orders for which product  specifications have been defined of 305.9 million
pounds of  aluminum  sheet  products  with an  aggregate  sales  price of $292.2
million, compared to an estimate of 306.7 million pounds with an aggregate sales
price of $327.7  million at  December  31,  1997.  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 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 1998, the Lewisport mill produced
537 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 50% from  approximately
250 million pounds to 380 million  pounds in 1998. 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. A current
capital  spending  program  is  expected  to bring the  annual  capacity  of the
continuous cast mills to 422 million pounds by midyear 1999.

         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.  The  Company  is
planning to spend an estimated $1.1 million during the 1999-2001 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 is planning to spend $5.3 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,  2003,  subject to the
Company's  option to renew the  agreement for an  additional  10-year term.  The
Company has an option to purchase up to a 49% interest in the IMCO  facility and
a right of first  refusal if IMCO wishes to sell the  facility.  The Company and
IMCO are currently  discussing an extension to the current  contract which could
increase the amount of scrap  delivered to IMCO for  processing  and  conversion
into molten metal. This contract  extension could extend the Supply Agreement to
an expiration date of March 31, 2008,  subject to the Company's  option to renew
the agreement for an additional 10-year term.

         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,  facility.  Alflex  purchases  its  aluminum  sheet from the
Company's  nearby  Carson,  California,  rolling  mill,  making  Alflex the only
backward integrated  manufacturer of electric flexible conduit and cable. Alflex
also uses significant amounts of copper and steel as raw materials.

         Alflex designs and builds much of the equipment used to manufacture its
products.  The Company  believes  that the ability of Alflex to design and build
its own equipment has significantly  reduced its manufacturing costs by lowering
its cost of capital, increasing output and reducing set-up times and waste.

         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.

         During 1998,  the Company  executed a strategic  alliance  with General
Cable  Corporation  whereby  beginning  in the second half of 1999,  Alflex will
cease  drawing  wire and  coating  the wire with  plastic  insulation,  and will
instead purchase all of its copper wire requirements from General Cable.

         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 527 million feet in 1998.

         Alflex net sales in 1998 were $121  million,  or 12.5% of the Company's
total net sales compared to $127 million, or 11.6% of the Company's net sales in
1997.  Sales  for 1998  were  adversely  affected  due to  substantial  employee
turnover in late 1997 and the time involved in employee skills training.

         During 1998,  Alflex announced plans to build a manufacturing  facility
in Rocky Mount,  North Carolina.  This facility will increase  Alflex's capacity
for cable  products by 50%.  Production  from this facility is expected to begin
during the second quarter of 1999 with full production capacity expected to come
on line by the fourth quarter 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,
beverage can and consumer durables markets.

         The  following  table  sets forth for 1998 and 1997 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
                            --------------------           -------------------
                            1998           1997            1998           1997
                            ----           ----            ----           ----
Building and construction    39             37              32             36
Distribution                 30             30              21             23
Transportation               12             11              17             19
Consumer durables and other  11             14              11             18
Beverage cans                 8              8               2              2
                            ---            ---
                            100            100
                            ===            ===

         The  building and  construction  sector is the largest  end-use  market
other than beverage cans 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.

         The  Company  also  produces  aluminum  sheet  for the  manufacture  of
beverage  cans.  Can sheet 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.

         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 1998 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.  Warmer  temperatures
in the  spring  and  summer  boost  sales of can sheet as a result of  increased
beverage  consumption.  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  81% of Alflex net sales in 1998. The remaining  sales are made to
the DIY, OEM and HVAC markets.  The  independent  sales  representatives  do not
market Alflex's products exclusively, but they may not sell products that are in
direct competition with products  manufactured and sold by Alflex. Alflex serves
approximately 5,800 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 35 other  aluminum  rolling  mills in North
America,  including  large,  single-purpose  can sheet mills,  and with imported
products.

         Aluminum Company of America  ("Alcoa"),  Alcan Aluminium Ltd. ("Alcan")
and  Reynolds  Metals  Company have a  significantly  larger share of the United
States  market for aluminum  sheet  products,  including  can sheet 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.

         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 used.

         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 scrap.

         The   estimated   amounts   spent  during   1998,   1997  and  1996  on
Company-sponsored  research and development  activities were $0.9 million,  $0.8
million and $1.4 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, are expected
to 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
six federal superfund sites and is conducting  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 fund as approved  closure  expenditures  are incurred at the
site.  The  balance  remaining  in the  trust  fund at  December  31,  1998  was
approximately  $0.8  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 four other federal superfund sites, the Company is a
minor contributor and expects to resolve its liability for a nominal amount. The
Company  is  under  orders  by  agencies  in  three  states  for   environmental
remediation at 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 $9.9 million at December 31,  1998,  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 1998 and 1997 were $2.1 million and $2.3 million,  respectively.
All other  environmental  expenditures  of the  Company,  including  remediation
expenditures,  for 1998, 1997 and 1996 were $1.0 million, $3.1 million, and $1.5
million, respectively.

         The Company has planned environmental capital expenditures for 1999 and
2000 of $3.6 million and $2.4 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, 1998, the Company employed 2,173 persons, of whom 1,551
were full-time  non-salaried employees including 758 at Lewisport represented by
the United  Steel  Workers of America  ("USW") and 231 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.

<PAGE>
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             22,000      Leased

Lewisport, Kentucky      Rolling mill                    1,700,000       Owned

Uhrichsville, Ohio       Rolling mill                      220,000       Owned

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

Bedford, Ohio            Coating facility and tube mill    103,000      Leased

Torrance, California     Coating facility                   60,000      Leased

Long Beach, California   Alflex admininistrative           210,000      Leased
                         offices,  manufacturing
                         facility 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, 1998.

Item E.O. Executive Officers of the Registrant.

         The executive officers of the Company as of March 19, 1999 were:

     Name           Age            Position with the Company
     ----           ---            -------------------------
Mark V. Kaminski     43    President, Chief Executive Officer and Director

Roderick Macdonald   51    Executive Vice President Alflex

Donald L. Marsh, Jr. 52    Executive Vice President, Chief Financial Officer
                               and Secretary

Robert R. Beal       47    Vice President Communications and Computing Services

Gregory P. Givan     46    Vice President and Treasurer

Katherine R. Gould   35    Vice President Corporate Systems

William G. Toler     42    Vice President Finance and Administration

John F. Barron       47    Controller 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  Aluminum  Association,
Washington,  D. C.,  ARM  Financial  Group,  Inc.,  and the  Indiana  University
Athletics Board.

          Mr.  Macdonald was employed by the Company in January 1994.  From 1968
until 1993, Mr. Macdonald was an Officer in the British Army (Royal  Engineers).
He retired from the British Army as a Brigadier General.

          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. 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.

         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. Toler has been with the Company  since 1980 and was elected to his
present  position in April  1997.  His most recent  previous  position  was Vice
President Materials.

          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.

<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 February 26, 1999, there were 173 holders of record of
the Company's  Common Stock.  The Company  estimates  that there were a total of
4,800 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:

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

       1997
       ----
First Quarter                            $20.25                     $15.38
Second Quarter                            21.00                      16.00
Third Quarter                             22.50                      15.63
Fourth Quarter                            19.50                      13.50


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, 1998 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,
1998 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, 1998 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 35 of the Company's
annual  report  to  stockholders  for the  year  ended  December  31,  1998  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 17, 1999 for the Annual
Meeting of Stockholders to be held on April 23, 1999 (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, 1998 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 19 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, 1998,  1997 and
1996 is filed on page 18 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, 1998.

         (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 (incorporated by reference to Exhibit 3.3 to
                           the Company's Registration Statement No. 33-87294 on
                           Form S-1).

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

                  10.4     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).

                  10.5     1995 Stock  Incentive  Plan as amended  and  restated
                           April 17, 1997  (incorporated by reference to Exhibit
                           10.1 to the Company's  Quarterly  Report on Form 10-Q
                           for the quarter ended March 31, 1997).

                  10.6     1997 Stock Incentive Plan (incorporated by reference
                           to Exhibit 10.2 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended March 31, 1997).

                  10.6.1   Amendment No. 1 to  1997 Stock Incentive Plan,
                           effective July 1, 1998.

                  10.7     Form of Severance  Agreements between the Company and
                           Mark V. Kaminski, Scott T. Davis, Roderick Macdonald,
                           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).

                  10.8     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).

                  10.9     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).

                  10.9.1   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.

                  10.10    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).

                  10.11    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.

                  10.12    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).

                  10.13    Non-exclusive   License  Agreement  between  Hazelett
                           Strip-Casting  Corporation  and  Barmet of  Kentucky,
                           Inc.  dated  as of  June  2,  1982  (incorporated  by
                           reference  to Exhibit  10.07 to the CasTech  Aluminum
                           Group Inc.
                           Registration Statement No. 33-77116 on Form S-1).

                  10.14    Agreement between Hazelett Strip-Casting Corporation,
                           Barmet of Kentucky, Inc. and Barmet Aluminum
                           Corporation, dated as of November 29, 1984
                           (incorporated by reference to Exhibit 10.08 to the
                           CasTech Aluminum Group Inc. Registration Statement
                           No. 33-77116 on Form S-1).

                  10.15    Supply agreement between Barmet Aluminum  Corporation
                           and IMCO, dated as of March 2, 1992  (incorporated by
                           reference  to Exhibit  10.09 to the CasTech  Aluminum
                           Group Inc.  Registration  Statement  No.  33-77116 on
                           Form S-1).

                  10.16    Lease  of  2630  El  Presidio  Street,   Long  Beach,
                           California  by  Alflex   Corporation  from  Brian  L.
                           Harvey,  expiring  October 31, 2004  (incorporated by
                           reference to Exhibit  10.13 to the  Company's  Annual
                           Report on Form 10-K for the year ended  December  31,
                           1996).

                  10.17    Industrial   Real  Estate  Lease  of  2303  Jefferson
                           Street,  Torrance,  California,  by  Barmet  Aluminum
                           Corporation from Cypress Land Company, expiring April
                           30, 1999  (incorporated by reference to Exhibit 10.16
                           to  the  CasTech  Aluminum  Group  Inc.  Registration
                           Statement No. 33-77116 on Form S-1).

                  10.18    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).

                  10.19    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).

                  10.20    Second Supplemental Indenture, dated as of 
                           October 16, 1998, to Indenture dated as of
                           September 20, 1996.

                  13       Portions of the annual report to stockholders for the
                           year ended December 31, 1998 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 22, 1999  appearing on page 35 of the 1998 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 22, 1999


<PAGE>

                            Supplemental Schedule II
                          Commonwealth Industries, Inc.
                        Valuation and Qualifying Accounts
                        December 31, 1998, 1997 and 1996
                                 (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 31,1998                      $2,348      $1,131    $      -      $   995      $2,484
     December 31,1997                       2,235         242           -          129       2,348
     December 31,1996                       1,009         111       1,490 (a)       375      2,235

Allowance for obsolete stores inventory
     December 31,1998                      $1,100      $    -    $      -      $     -      $1,100
     December 31,1997                       1,000         100           -            -       1,100
     December 31,1996                       1,000           -           -            -       1,000

Note (a) - relates to the acquisition of CasTech.
</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 xx, 1999.


                                    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 26, 1999

/s/ Mark V. Kaminski
--------------------------
Mark V. Kaminski                 President, Chief Executive Officer and Director   March 26, 1999
                                 (Principal Executive Officer)

/s/ Catherine G. Burke
--------------------------
Catherine G. Burke               Director                                          March 26, 1999


/s/ C. Frederick Fetterolf
--------------------------
C. Frederick Fetterolf           Director                                          March 26, 1999

/s/ John E. Merow
--------------------------
John E. Merow                    Director                                          March 26, 1999

/s/ Victor Torasso
--------------------------
Victor Torasso                   Director                                          March 26, 1999

/s/ Donald L. Marsh, Jr.
--------------------------
Donald L. Marsh, Jr.             Executive Vice President, Chief Financial         March 26, 1999
                                 Officer and Secretary (Principal Financial
                                 Officer)

/s/ William G. Toler         
--------------------------
William G. Toler                 Vice President - Finance and Administration       March 26, 1999 
                                 (Principal Accounting Officer)

/s/ John F. Barron
--------------------------
John F. Barron                   Controller and Assistant Secretary                March 26, 1999

</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 (incorporated by reference to Exhibit 3.3 to
                           the Company's Registration Statement No. 33-87294 on
                           Form S-1).

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

                  10.4     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).

                  10.5     1995 Stock  Incentive  Plan as amended  and  restated
                           April 17, 1997  (incorporated by reference to Exhibit
                           10.1 to the Company's  Quarterly  Report on Form 10-Q
                           for the quarter ended March 31, 1997).

                  10.6     1997 Stock Incentive Plan  (incorporated by reference
                           to Exhibit 10.2 to the Company's  Quarterly Report on
                           Form 10-Q for the quarter ended March 31, 1997).

                  10.6.1   Amendment  No.  1  to  1997  Stock   Incentive  Plan,
                           effective July 1, 1998.

                  10.7     Form of Severance  Agreements between the Company and
                           Mark V. Kaminski, Scott T. Davis, Roderick Macdonald,
                           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).

                  10.8     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).

                  10.9     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).

                  10.9.1   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.

                  10.10    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).

                  10.11    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).

                  10.12    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).

                  10.13    Non-exclusive   License  Agreement  between  Hazelett
                           Strip-Casting  Corporation  and  Barmet of  Kentucky,
                           Inc.  dated  as of  June  2,  1982  (incorporated  by
                           reference  to Exhibit  10.07 to the CasTech  Aluminum
                           Group Inc.  Registration  Statement  No.  33-77116 on
                           Form S-1).

                  10.14    Agreement between Hazelett Strip-Casting Corporation,
                           Barmet  of  Kentucky,   Inc.   and  Barmet   Aluminum
                           Corporation,   dated   as  of   November   29,   1984
                           (incorporated  by reference  to Exhibit  10.08 to the
                           CasTech  Aluminum Group Inc.  Registration  Statement
                           No. 33-77116 on Form S-1).

                  10.15    Supply agreement between Barmet Aluminum  Corporation
                           and IMCO, dated as of March 2, 1992  (incorporated by
                           reference  to Exhibit  10.09 to the CasTech  Aluminum
                           Group Inc.  Registration  Statement  No.  33-77116 on
                           Form S-1).

                  10.16    Lease  of  2630  El  Presidio  Street,   Long  Beach,
                           California  by  Alflex   Corporation  from  Brian  L.
                           Harvey,  expiring  October 31, 2004  (incorporated by
                           reference to Exhibit  10.13 to the  Company's  Annual
                           Report on Form 10-K for the year ended  December  31,
                           1996).

                  10.17    Industrial   Real  Estate  Lease  of  2303  Jefferson
                           Street,  Torrance,  California,  by  Barmet  Aluminum
                           Corporation from Cypress Land Company, expiring April
                           30, 1999  (incorporated by reference to Exhibit 10.16
                           to  the  CasTech  Aluminum  Group  Inc.  Registration
                           Statement No. 33-77116 on Form S-1).

                  10.18    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).

                  10.19    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).

                  10.20    Second  Supplemental  Indenture,  dated as of October
                           16,  1998,  to Indenture  dated as of  September  20,
                           1996.

                  13       Portions of the annual report to stockholders for the
                           year ended  December  31,  1998  which are  expressly
                           incorporated by reference in this filing.

                  21       Subsidiaries.

                  23       Consent of PricewaterhouseCoopers LLP.

                  27       Financial Data Schedule.