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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No.1)

       |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                          EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2003

                                       OR

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the Transition Period From ____ to ____
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                         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
     PNC Plaza - 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. |X|
         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes |X| No
|_|
         The aggregate market value of the common stock held by non-affiliates
of the registrant as of June 30, 2003 was $73,059,000.
         The number of shares outstanding of the registrant's common stock as of
March 5, 2004 was 16,020,397.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the annual report to stockholders of Commonwealth
Industries, Inc. for the year ended December 31, 2003 are incorporated by
reference into Parts I and II and portions of the definitive Proxy Statement
dated March 26, 2004 for the 2004 Annual Meeting of Stockholders to be held
April 23, 2004 are incorporated by reference into Parts II and III.

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Explanatory Note

This Amendment No. 1 (the "Amendment") to the Annual Report of Commonwealth
Industries, Inc. (the "Company") on Form 10-K for the fiscal year ended December
31, 2003 (the "Annual Report") is being filed solely to revise the disclosure
provided pursuant to Item 9A of Part II of Form 10-K. The information contained
in the Annual Report has not otherwise been updated or amended, except as
previously updated or amended.

For purposes of this Amendment, Item 9A of the Annual Report is hereby restated
to read as follows:

Item 9A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the Company's management carried out an
evaluation, with the participation of the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the Company's disclosure
controls and procedures as of the end of the year ended December 31, 2003. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that as of December 31, 2003 the Company's disclosure controls and
procedures were not, as a result of the matters set forth below in paragraph (b)
of this Item 9A, effective to ensure that information required to be disclosed
by the Company in its reports that it files or submits under the Exchange Act
was recorded, processed, summarized and reported, within the time periods
specified in the Securities and Exchange Commission's rules and forms.

(b) Changes in Internal Control over Financial Reporting

During the fourth quarter of 2003, the Company implemented a new information
systems platform for its aluminum business. Incomplete system functionality,
combined with training and systems integration deficiencies, resulted in
information gaps that inhibited effective internal controls over financial
reporting. Recognizing these deficiencies, during the fourth quarter of 2003,
the Company put in place a number of work-around procedures and controls to
counteract the effects of observed information gaps. During the completion of
the annual audit by the Company's independent auditors, PricewaterhouseCoopers
LLP, in February 2004, it became evident that certain material items relating to
fourth quarter 2003 transactions had not been reported accurately in the
Company's preliminary financial statements. The previously implemented
work-around procedures and controls established to counteract the effect of
observed information gaps associated with the new systems implementation failed
to adequately and timely detect all information necessary to ensure the
reliability of financial reporting within the new information systems platform.
On or about March 3, 2004, PricewaterhouseCoopers LLP communicated to the
Company its view that the deficiencies described in this paragraph constituted a
material weakness in the Company's internal control over financial reporting.

The Company believed at the time that the detected failures to adequately and
timely detect all information necessary to ensure the reliability of financial
reporting noted herein were temporary, and believes it has implemented greater
systems functionality, improved user training and more comprehensive controls
over work-around processes in order to address and correct these deficiencies.
Nothing has come to the Company's attention since that time that has caused the
Company to change that belief.

Except as set forth above, there have not been any changes in the Company's
internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act) during the quarter ended December 31, 2003 that
have materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.

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Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

         (c) Exhibits

                  31.1     Chief Executive Officer Section 302 Certification

                  31.2     Chief Financial Officer Section 302 Certification

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                                   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.


Date: October 21, 2004

                                COMMONWEALTH INDUSTRIES, INC.

                                By /s/ Steven J. Demetriou
                                   ---------------------------------------
                                   Name:  Steven J. Demetriou
                                   Title: President and Chief Executive Officer

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                                Exhibit Index
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                 Exhibit
                 Number                       Description
                 -------                      -----------

                  31.1     Chief Executive Officer Section 302 Certification.

                  31.2     Chief Financial Officer Section 302 Certification.