--------------------------------------------------------------------------------


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

   
                               AMENDMENT NO. 1 TO
                                    FORM 10-Q
                                    ---------
    

[x]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 28, 1997

                                       OR

[ ]     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: 333-31071

                           WELLS ALUMINUM CORPORATION
             (Exact name of Registrant as Specified in Its Charter)


                      MARYLAND                                   35-1139550
           (State or Other Jurisdiction of                    (I.R.S. Employer
           Incorporation or Organization)                    Identification No.)

          809 GLENEAGLES COURT, SUITE 300                           21286
                BALTIMORE, MARYLAND                              (Zip Code)
      (Address of Principal Executive Offices)


       Registrant's telephone number, including area code: (410) 494-4500

                                   -----------

         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 [ ]     No    [x]

         As of November 10, 1997,  the  registrant  had 909,005 shares of Common
Stock outstanding.


<PAGE>

                           WELLS ALUMINUM CORPORATION

   
                               AMENDMENT NO. 1 TO
                          QUARTERLY REPORT ON FORM 10-Q
    

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited):                                                          Page

<S>                                                                                                 <C>
    Balance Sheets as of September 28, 1997 and December 31, 1996 (audited)                          1

    Statements of Operations for the three months and nine months ended September 28, 1997
      and September 29, 1996                                                                         2

    Statements of Cash Flows for the nine months ended September 28, 1997 and September
      29, 1996                                                                                       3

    Notes to Financial Statements                                                                    4

Item 2.  Management's Discussion and Analysis of Financial Condition 
            and Results of Operations                                                                7


PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K                                                           15


SIGNATURES                                                                                          16
</TABLE>


<PAGE>



PART 1.       FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS

WELLS ALUMINUM CORPORATION
BALANCE SHEETS
<TABLE>
<CAPTION>
                                                               September 28,       December 31,
(IN THOUSANDS)                                                     1997                1996
                                                             -----------------   ----------------
ASSETS                                                         (Unaudited)
<S>                                                           <C>              <C>  
Current Assets:
       Cash and cash equivalents                              $     10,654     $          277
       Accounts receivable, principally trade,
              less allowance for doubtful accounts                  35,780             22,279
       Inventories                                                  19,219             19,838
       Other current assets                                            540                938
                                                             -------------       ------------
              Total current assets                                  66,193             43,332

Property, plant and equipment, at cost less 
   accumulated depreciation                                         26,044             26,723
Debt issuance costs, net of accumulated amortization                 4,466              2,104
Goodwill and other intangibles, net of accumulated amortization     35,676             36,567
Other assets                                                           788                 --
                                                                ----------          ---------

              Total assets                                      $  133,167          $ 108,726
                                                                ==========          =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
       Accounts payable, principally trade                      $   27,805        $    19,590
       Accrued expenses                                              9,432              5,567
                                                                ----------        -----------
              Total current liabilities                             37,237             25,157

Long-term debt, less current portion                               105,000             40,078
Deferred income taxes                                                5,471              5,750
Deferred benefit plan obligations                                    3,073              3,269
                                                                 ---------        -----------

              Total liabilities                                    150,781             74,254
                                                               -----------         ----------

Stockholders' equity:
       Common stock, Class A, par value $.01 per share                   9                  8
       Common stock, Class B, par value $.01 per share                  --                  1
       Additional paid-in capital                                    1,215             24,390
       Accumulated earnings (deficit)                              (18,346)            10,565
       Additional minimum pension liability                           (492)              (492)
                                                              ------------       ------------
              Total stockholders' equity                           (17,614)            34,472
                                                                ----------         ----------

              Total liabilities and stockholders' equity       $   133,167          $ 108,726
                                                               ===========          =========

                                                                       See accompanying notes.
</TABLE>



                                       1
<PAGE>

WELLS ALUMINUM CORPORATION
STATEMENTS OF OPERATIONS (Unaudited)
<TABLE>
<CAPTION>

                                           Three Months Ended             Nine Months Ended
                                           ------------------             -----------------
(IN THOUSANDS)                            Sep. 28,     Sep. 29,         Sep. 28,     Sep. 29,
                                            1997        1996              1997         1997
                                          ---------  -----------      ----------- ----------
<S>                                       <C>        <C>              <C>         <C>      
Net sales                                 $ 72,916   $ 57,743         $ 192,954   $ 172,809

Cost of sales                               61,543     47,959           161,425     144,908
                                          ---------  -----------      ----------- ----------

Gross profit                                11,373      9,784            31,529      27,901

Selling, general and administrative
       expenses                              4,569      3,835            12,637      11,825

Compensation from settlement of
       employee stock options                   --         --             4,070          --
                                          ---------  -----------      ----------- ----------

Operating profit                             6,804      5,949            14,822      16,076

Interest expense, net of interest income     2,774      1,278             5,723       4,005
                                          ---------  -----------      ----------- ----------

Earnings before income taxes and
       extraordinary item                    4,030      4,671             9,099      12,071

Income taxes                                 1,714      2,073             3,951       5,358
                                          ---------  -----------      ----------- ----------

Earnings before extraordinary item           2,316      2,598             5,148       6,713

Extraordinary loss on refinancing
      of debt, net of income taxes             149         --             1,292          --
                                          ---------  -----------      ----------- ----------

Net earnings                              $  2,167   $  2,598         $   3,856   $   6,713
                                          =========  ===========      =========== ==========


                                                                       See accompanying notes.
</TABLE>


                                       2
<PAGE>

<TABLE>
<CAPTION>
WELLS ALUMINUM CORPORATION
STATEMENTS OF CASH FLOWS (Unaudited)

                                                                       Nine Months Ended
                                                                 -----------------------------
(IN THOUSANDS)                                                      Sep. 28,       Sep. 29,
                                                                      1997           1996
                                                                 -------------  ------------
OPERATING ACTIVITIES:
<S>                                                                <C>           <C>        
Net earnings                                                       $     3,856   $     6,713
Adjustments to reconcile net earnings to net cash provided by
operating activities:
       Depreciation and amortization                                     3,173         3,027
       Settlement of employee stock options                              1,263            --
       Deferred income taxes                                              (117)         (500)
       Extraordinary loss on refinancing of debt                         1,292            --
       Changes in operating assets and liabilities:
              Accounts receivable, net                                 (13,501)       (3,617)
              Inventories                                                  619         2,491
              Accounts payable and accrued expenses                     12,054         2,998
              Other assets and liabilities                                  21         1,305
                                                                 -------------  ------------
Net cash provided by operating activities                                8,660        12,417
                                                                 -------------  ------------

INVESTING ACTIVITIES:

Purchase of property, plant and equipment                              (1,171)        (1,975)
                                                                 -------------  -------------
Net cash used in investing activities                                  (1,171)        (1,975)
                                                                 -------------  -------------

FINANCING ACTIVITIES:

Principal payments on long-term debt                                  (69,791)       (61,587)
Proceeds from long-term debt                                          134,700         51,900
Payment of debt issuances costs                                        (4,816)            --
Proceeds from exercise of employee stock options                            --            30
Payment of special cash dividend                                      (55,990)            --
Repurchase of common stock                                             (1,215)            --
                                                                 -------------  ------------
Net cash provided by (used in) financing activities                     2,888         (9,657)
                                                                 -------------  -------------

Net increase in cash                                                   10,377            785
Cash at beginning of period                                               277            342
                                                                 -------------- -------------
Cash at end of period                                               $  10,654    $     1,127
                                                                 ============== =============



                                                                       See accompanying notes.
</TABLE>


                                       3
<PAGE>

WELLS ALUMINUM CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

(IN THOUSANDS)

1.     GENERAL

       Wells Aluminum Corporation (the "Corporation") is a domestic manufacturer
of aluminum  extruded and  fabricated  products for several  diverse  industries
including construction, transportation, and durable goods.

2.     BASIS OF PRESENTATION

       The  foregoing  unaudited  financial  statements  have been  prepared  in
accordance with generally accepted  accounting  principles for interim financial
information.  Accordingly,  these financial statements do not include all of the
disclosures  required by generally accepted  accounting  principles for complete
financial statements. In the opinion of management, these statements include all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  of the results for the nine months ended September 28, 1997.
Operating results for the interim periods of 1997 are not necessarily indicative
of the results that may be expected for the year ending December 31, 1997.

3.     INVENTORIES

       The aluminum component of inventories,  representing 70% and 68% of total
inventories at September 28, 1997 and December 31, 1996, respectively, is stated
at the lower of cost or market, using the last-in,  first-out method (LIFO). The
labor,  overhead and supplies components of inventories are carried at the lower
of cost or market  using the  first-in,  first-out  method  (FIFO).  The outside
purchased  parts  component of  inventories  are carried at the lower of cost or
market using the weighted average cost method.

       The components of inventories are as follows:

                                                    Sep. 28,       Dec. 31,
                                                      1997           1997
                                                  -----------   ------------

Raw materials                                        $ 11,564      $ 11,073
Finished goods and work-in-progress                     9,412         8,929
Supplies                                                  486           525
                                                  -----------   ------------
                                                       21,462        20,527
Less LIFO reserve                                      (2,243)         (689)
                                                  -----------   ------------
                                                     $ 19,219      $ 19,838
                                                     ========      ========



4.     RELATED PARTY TRANSACTIONS

       During the nine months ended  September  28, 1997 and September 29, 1996,
the Corporation  purchased  aluminum from CVG Industria  Venezolana de Aluminio,
C.A.  ("Venalum"),  an owner of 180,360.5  shares of the  Corporation's  Class A
common  stock,  in amounts of $51.0  million  and $50.4  million,  respectively.
Amounts  payable to Venalum at  September  28, 1997 and  December  31, 1996 were
$12.5 million and $8.6 million, respectively.




                                       4
<PAGE>

5.     RECAPITALIZATION

       On May 5, 1997,  125,000 shares of Class B Common Stock were converted to
125,000  shares of Class A Common Stock,  increasing the total shares of Class A
Common Stock outstanding to 903,062.5.

       On May 28, 1997, the Corporation issued and sold $105.0 million principal
amount of 10.125%  Series A Senior Notes due 2005 (the  "Notes").  In connection
with the  consummation  of the issuance and sale of the Notes,  the  Corporation
repaid existing  indebtedness and entered into a New Credit Facility,  a secured
working capital line of $15.0 million, which matures in 2002.

       The  offering  of the  Notes,  the  repayment  of  indebtedness  under an
existing Bank Credit Facility (approximately $21.2 million outstanding as of May
28, 1997),  the  retirement of 14.125% Senior  Subordinated  Notes due 2001 (the
"Subordinated  Notes"), and the entering into of a New Credit Facility were part
of an overall recapitalization of the Corporation (the  "Recapitalization").  As
part of the Recapitalization,  the Corporation used a substantial portion of the
proceeds  received from the issuance and sale of the Notes to pay a special cash
dividend to holders of its common stock, settle existing employee stock options,
and repurchase,  or offer to repurchase,  shares of common stock held by certain
stockholders.

       In the nine months ended  September  28,  1997,  the  Corporation  paid a
special cash dividend of $62.00 per share,  or $56.0 million,  to the holders of
common  stock,  paid an aggregate of $37.5  million  related to the repayment or
retirement of debt,  and paid $1.2 million for the  repurchase and retirement of
152,100  shares  of  Class  A  Common  Stock  from  certain  shareholders.   The
Corporation  also  incurred  $4.1  million of  compensation  expense  and issued
158,042.5  shares of Class A Common Stock related to the  settlement of employee
stock options.  The compensation  expense represents the difference between fair
market value and the exercise price on the  settlement of 57,000  employee stock
options and $0.9  million of bonuses  paid to satisfy a portion of income  taxes
incurred by option holders as a result of receiving shares of common stock.

       At September 28, 1997,  there were 909,005 shares of Class A Common Stock
outstanding.

6.     INDEBTEDNESS

       At September 28, 1997, indebtedness consisted of $105.0 million of Notes.
The Corporation  retired the Subordinated Notes on July 15, 1997, using proceeds
held in escrow from the  issuance  and sale of the Notes.  At December 31, 1996,
indebtedness  consisted of $25.1  million of loans under a Bank Credit  Facility
and $15.0 million of Subordinated Notes.

7.     INTEREST EXPENSE

       Interest expense, net of interest income, is as follows:
<TABLE>
<CAPTION>

                                  Three Months Ended               Nine Months Ended
                               Sep. 28,     Sep. 29,             Sept. 28,     Sep. 29,
                                1997          1996                  1997          1996
                             ------------------------            ---------------------

<S>                          <C>            <C>                  <C>            <C>   
Interest expense             $ 2,915        $1,287               $ 6,009        $4,014
Interest (income)               (141)           (9)                 (286)           (9)
                             --------       -------              --------       -------
                             $ 2,774        $1,278               $ 5,723        $4,005
</TABLE>

8.     FUTURES CONTRACTS AND FORWARD SALES CONTRACTS

       In the normal  course of business,  the  Corporation  enters into forward
sales  contracts  with certain  customers  for the sale of fixed  quantities  of
finished products at scheduled intervals. The aluminum cost component of the



                                       5
<PAGE>

forward  sales  contract  is fixed for the  duration of the  contract,  based on
forward  market prices at the  inception of the contract.  In order to hedge its
exposure to aluminum price volatility  under these forward sales contracts,  the
Corporation  enters into aluminum futures contracts (a financial hedge) based on
scheduled deliveries.

       At  September  28,  1997,  the  Corporation  was party to $2.7 million of
aluminum futures contracts  through  nationally  recognized  brokerage firms and
major metal brokers.  These aluminum  futures  contracts are for periods between
October  1997 and  November  1998,  covering  3.7 million  pounds of aluminum at
prices expected to be settled financially in cash as they reach their respective
settlement dates. The Corporation does not engage in any speculative  trading of
futures contracts.

9.     COMMITMENTS AND CONTINGENCIES

       At September 28, 1997, the Corporation  has  commitments  with Venalum to
purchase 24.0 million pounds of aluminum through December 1997 at current market
prices at the delivery dates.  Management expects that such quantity of aluminum
will be  utilized  in the normal  course of  operations  during the term of this
agreement.

       The  Corporation  has  received  notice  of  claims  asserting  potential
liability  under various federal and state  environmental  laws. The Corporation
accrues for losses associated with  environmental  remediation  obligations when
such losses are probable and reasonably  estimable.  Based upon information that
is  currently  available,  management  does not expect  that the  resolution  of
environmental  claims will have a material  adverse  effect on the  Corporation.
However, given the inherent uncertainties in evaluating  environmental exposure,
it is not possible to predict the amount of future costs of environmental claims
which may be  subsequently  determined.  The Corporation has not anticipated any
insurance  proceeds  or  third-party   payments  in  determining  its  estimated
liability for environmental remediation.

       The  Corporation is also a party to a number of other lawsuits and claims
arising out of the conduct of its  business.  Although the  ultimate  results of
lawsuits and other proceedings  against the Corporation cannot be predicted with
certainty,  management  does not expect that these  matters will have a material
adverse effect on the Corporation and its operations.

10.    SUBSEQUENT EVENTS

   
       At November 7, 1997,  the  Corporation  has  commitments  with four North
American suppliers to purchase 65.5 million pounds of aluminum from January 1998
through January 1999 at current market prices at the delivery dates.  Management
expects that such  quantity of aluminum will be utilized in the normal course of
operations during the terms of these agreements.
    


                                       6
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

       Wells Aluminum  Corporation  (the  "Corporation")  is a custom  extruder,
finisher and fabricator of soft alloy aluminum products, serving principally the
building and  construction,  transportation  and consumer durable  markets.  The
Corporation  operates a network of seven  facilities with 12 extrusion  presses,
located in six states in the midwestern and southeastern United States, and also
has its own casting facility for aluminum billet.

       The following Management's Discussion and Analysis of Financial Condition
and Results of  Operations  contains  forward-looking  statements  which involve
risks and uncertainties. The Corporation's actual results or future events could
differ materially from those anticipated in these forward-looking  statements as
a result of certain factors,  including,  but not limited to, raw material costs
and   availability   (primarily   aluminum),   labor  market   conditions,   the
Corporation's  level of utilization of its extrusion,  finishing and fabrication
capacities, and the impact of capacity utilization on costs, whether and to what
extent the  Corporation's  capital  expenditures  can  facilitate  reductions in
variable costs, the highly  competitive  nature of the extrusion  industry,  and
developments  with respect to contingencies  such as  environmental  matters and
litigation.


BASIS OF PRESENTATION

       The  following  discussions  of  financial  condition  and the results of
operations for the three months and the nine months ended September 28, 1997 and
September  29,  1996  are  based  on  the  unaudited  results  achieved  by  the
Corporation.  The  following  tables set forth for the  periods  indicated,  net
sales, gross profit,  operating profit and net earnings, and for performance and
other  measurements,  pounds of product  shipped,  gross  sales price per pound,
Adjusted EBITDA (as defined below) and Adjusted EBITDA per pound. The table also
includes  average  market  prices of  aluminum  per pound  and  market  price of
aluminum per pound at period-end.

       Adjusted EBITDA is defined as earnings before  interest  expense,  income
taxes and  depreciation and  amortization,  and excludes LIFO charges or income,
extraordinary  items and compensation from settlement of employee stock options.
Adjusted EBITDA should not be considered in isolation of, nor in substitute for,
net  income,  cash  flows  from  operations,  or other  income or cash flow data
prepared in accordance with generally accepted accounting principles.

Statement of Operations Data:
<TABLE>
<CAPTION>

                                Three Months Ended                   Nine Months Ended
                             -----------------------             ----------------------
Amounts in Thousands         Sep. 28,       Sep. 29,                Sept. 28,   Sep. 29,
Except Per Pound Data          1997           1996                  1997          1996
                             ----------     ---------            ---------    ----------
<S>                          <C>            <C>                  <C>          <C>      
Net Sales - Products         $  61,851      $ 54,794             $ 174,758    $ 159,247
Net Sales - Metal               11,065         2,949                18,196       13,562
                             ----------     ---------            ---------    ----------
   Net Sales                    72,916        57,743               192,954      172,809

Cost of Sales - Products        51,006        45,570               142,079      133,049
Cost of Sales - Metal           10,918         3,004                17,792       13,608
LIFO Charges (Income)             (381)         (615)                1,554       (1,749)
                             ----------     ---------            ---------    ----------
   Cost of Sales                61,543        47,959               161,425      144,908

Gross Profit                    11,373         9,784                31,529       27,901
Operating Profit                 6,804         5,949                14,822       16,076
                             ---------      --------             ---------    ---------
Net Earnings                 $   2,167      $  2,598             $   3,856    $   6,713
</TABLE>


                                       7
<PAGE>

Other Measurement Data:
<TABLE>
<CAPTION>


                                     Three Months Ended                  Nine Months Ended
                                    --------------------              -----------------------
Amounts in Thousands                 Sep. 28,   Sep. 29,                 Sept. 28,   Sep. 29,
Except Per Pound Data                 1997        1996                    1997         1996
                                    --------------------              -----------------------
<S>                                  <C>          <C>                     <C>        <C>    
Pounds of Product Shipped            40,363       36,505                  115,453    103,826
Gross Sales - Products               64,083       57,089                  181,431    165,935
Gross Sales - Price per Pound         1.588        1.564                    1.571      1.598

Adjusted EBITDA                       7,342        6,229                   23,187     16,982
Adjusted EBITDA per Pound             0.182        0.171                    0.201      0.164

Average Market Price of Aluminum    
   per Pound                          0.780        0.701                    0.744      0.740
Market Price of Aluminum per Pound
   at Period-End                       ----         ----                    0.783      0.652
</TABLE>

      ALUMINUM  PRICES.  For the  periods  indicated,  approximately  60% of the
Corporation's  cost of  sales -  products  reflect  the  cost of  aluminum,  its
principal  raw  material.   The  Corporation  seeks  to  manage  aluminum  price
fluctuations,  which can be  volatile,  principally  either by passing  aluminum
prices through to customers by systematic  market  indexed  pricing or by fixing
the  cost of  aluminum  by  hedging  against  committed  fixed  price  sales  to
customers.  As a  result,  increases  and  decreases  in  aluminum  prices  have
generally  caused similar  increases and decreases in selling prices,  sales and
costs of sales, and generally have had little impact on the Corporation's  level
of profitability for the periods described herein.

      BUSINESS ACTIVITY.  The Corporation's  experience indicates that pounds of
product  shipped  has a direct  impact  on  profitability,  since a  significant
portion of the Corporation's  operating costs are fixed. The Corporation defines
pounds of product  shipped as the weight of all  extrusions  shipped,  including
those  pounds  transferred  within the  Corporation  from which it  manufactures
fabricated  parts,  components  and  assemblies,  but  excluding  the  pounds of
aluminum related to excess metal sales as described herein.

      FINANCIAL AND OTHER MEASURES.  The Corporation believes that its abilities
to manage its sales spread (gross sales minus aluminum costs),  control variable
spending and minimize its fixed cost structure are  significant  determinants of
profitability and resultant cash flow. The Corporation,  therefore, monitors its
sales  spread per  pound,  variable  costs per pound and fixed  costs per pound,
focusing on operating  profit as a key  performance  measure.  In addition,  the
Corporation  monitors  Adjusted  EBITDA,  as it is  relevant  for debt  covenant
analysis under the New Credit  Agreement and it can also be used as a measure of
the Corporation's ability to service its debt.

      LIFO INVENTORY.  The Corporation  values its aluminum  inventory under the
last-in,  first-out  (LIFO) method.  During periods of rising  aluminum  prices,
compared to historical  LIFO inventory  values,  the  Corporation may incur LIFO
charges, which will reduce taxable income, and when aluminum prices subsequently
decline,  the Corporation may recognize LIFO income, which will increase taxable
income.  As a result of  fluctuations  in  earnings  levels  resulting  from the
application of LIFO, the Corporation  excludes LIFO charges and LIFO income from
certain measures, such as Adjusted EBITDA.

      EXCESS  METAL  SALES.  The  Corporation's  policy is to sell excess  metal
(primary  aluminum  ingot and  billet)  on the open  market  when  necessary  to
maintain  aluminum  inventory levels  consistent with near-term  business needs.
Imbalances in inventory  can arise from the ongoing and  efficient  operation of
the  Corporation's  casting facility and from the  Corporation's  obligations to
purchase  fixed amounts of primary  aluminum  ingot and billet under a long-term
supply agreement with CVG Industria  Venezolana de Aluminio,  C.A.  ("Venalum").
The sale of excess metal, which also reflects aluminum price  fluctuations,  has
minimal effect on profit performance since the prices of metal bought


                                       8
<PAGE>

and metal sold are closely matched. Pounds of excess metal sold are not included
in the  calculation  of pounds of product  shipped,  the  Corporation's  primary
indicator  of  business  activity.  In  the  normal  course  of  business,   the
Corporation also sells secondary  aluminum billet and aluminum scrap,  which are
not accounted for as excess metals sales.

THREE MONTHS ENDED  SEPTEMBER 28, 1997 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
29, 1996

      The Corporation's net sales increased to $72.9 million in the three months
ended  September 28, 1997 from $57.7 million in the three months ended September
29, 1996, an increase of $15.2 million or 26.3%. Net sales products increased to
$61.9 million in the three months ended September 28, 1997 from $54.8 million in
the three months ended September 29, 1996, an increase of $7.1 million or 13.0%.
Sales of value added products increased $1.6 million,  or 4.7%, to $35.4 million
with  sales of  fabricated  products  increasing  6.9%.  Sales of mill  finished
extrusions  increased  23.1%,  primarily  due to  increased  shipments  of  mill
finished   products  to  truck  and   trailer   manufacturers,   pleasure   boat
manufacturers and several distributor accounts.  The gross sales price per pound
increased by 1.5%,  due to an increase of $0.079 in the average market price per
pound of aluminum  which was offset by the effect of a higher  sales mix of mill
finished extrusions.

      Pounds of product shipped  increased 3.9 million pounds, or 10.7%, to 40.4
million in the three months ended September 28, 1997 from 36.5 million pounds of
product  shipped in the three months  ended  September  29,  1996.  Shipments to
commercial  construction  increased 0.2 million pounds, with volume increases in
many product  categories  offsetting  the loss of a curtain wall and store front
account,  the completion of a contract involving a bridge renovation project and
the loss of a commercial door account.  In residential  construction,  shipments
were  up 1.4  million  pounds  with  increased  shipments  to  door  and  window
manufacturers and to the mobile home sector despite a decision to shift capacity
to the more profitable distributor market. Shipments to transportation increased
2.2 million pounds, due to increased business with major truck,  utility vehicle
and trailer manufacturers. In consumer durables, shipments were down 0.2 million
pounds  with an  increase  in demand for  pleasure  boats more than  offset by a
decrease   in   demand   for   other    consumer    durables.    Shipments    to
equipment/electrical  increased 0.1 million pounds due to the continuing  strong
performance  of several niche  accounts.  The increase of 0.2 million  pounds to
distributors/other  resulted  mainly from  continuing  sales efforts to increase
custom  extrusion  business  with select  distributors,  including a Puerto Rico
based distributor who is expanding throughout the Caribbean basin.

      Cost of sales  increased  to $61.5  million  for the  three  months  ended
September  28, 1997 from $48.0  million in the three months ended  September 29,
1996, an increase of $13.5 million or 28.1%. Cost of sales - products  increased
to $51.0  million  for the three  months  ended  September  28,  1997 from $45.6
million for the three  months  ended  September  29,  1996,  an increase of $5.4
million  or 11.8%.  This  increase  resulted  from a $1.2  million  increase  in
operating costs and a $4.2 million  increase in aluminum  costs.  Variable costs
per pound, however,  decreased to $0.433 in the three months ended September 28,
1997 from $0.446 in the three months ended September 29, 1996, an improvement of
$0.013  per pound.  This  improved  performance  was due to  effective  capacity
utilization, continuing extrusion press and casting efficiencies, and control of
variable spending.

      Gross  profit  increased  to  $11.4  million  in the  three  months  ended
September  28, 1997 from $9.8 million in the three months  ended  September  29,
1996, an increase of $1.6 million or 16.3%.

      Selling,  general and administrative expenses increased to $4.6 million in
the three months ended  September 28, 1997 from $3.8 million in the three months
ended September 29, 1996, an increase of $0.8 million or 21.1%. This increase is
primarily  attributable to an increase of $0.4 million in incentive compensation
and an increase of $0.1 million in sales and marketing expenses, both related to
the  increased  level of business  activity.  Other  general and  administrative
expenses increased by $0.3 million.

      Operating  profit  increased  to $6.8  million in the three  months  ended
September  28, 1997 from $5.9 million in the three months  ended  September  29,
1996, a increase of $0.9 million or 15.3%.


                                       9
<PAGE>

      Interest expense, net of interest income, increased to $2.8 million in the
three  months  ended  September  28, 1997 from $1.3  million in the three months
ended September 29, 1996, an increase of $1.5 million.  This increase was mainly
attributable to the increase in debt outstanding and higher  effective  interest
rates as a result  of the  Recapitalization,  offset in part by an  increase  in
interest  income.  Income tax  expense  decreased  to $1.7  million in the three
months  ended  September  28, 1997 from $2.1  million in the three  months ended
September June 30, 1996, a decrease of $0.4 million. The effective tax rates for
the three months ended  September  28, 1997 and  September 29, 1996 were 43% and
44%, respectively,  which differed from the federal statutory rate of 35% due to
the goodwill amortization and state income taxes.

      In the three months ended September 28, 1997, the Corporation  incurred an
extraordinary  loss of $0.1  million  (net of  applicable  income  taxes of $0.1
million) on the refinancing of debt related to the Recapitalization.

      As a result of the above factors,  net earnings  decreased to $2.2 million
in the three  months  ended  September  28, 1997 from $2.6  million in the three
months ended September 29, 1996, a decrease of $0.4 million or 15.4%.

      Adjusted EBITDA, as previously  defined herein,  increased to $7.3 million
in the three  months  ended  September  28, 1997 from $6.2  million in the three
months  ended  September  29, 1996,  an increase of $1.1  million or 17.7%.  The
improvement in Adjusted  EBITDA  consisted of $1.2 million from increased  sales
volume and $0.3 million from a net reduction in operating  costs (as  previously
discussed),  offset by a  decrease  in sales  spread of $0.4  million.  Adjusted
EBITDA per pound, in turn,  increased $0.011 to $.182 for the three months ended
September  28,  1997 since the  increase in  Adjusted  EBITDA was  substantially
greater than the increase in pounds shipped.

NINE MONTHS ENDED SEPTEMBER 28, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 29,
1996

      The Corporation's net sales increased to $193.0 million in the nine months
ended  September 28, 1997 from $172.8 million in the nine months ended September
29, 1996, an increase of $20.2 million or 11.7%. Net sales products increased to
$174.8  million in the nine months ended  September 28, 1997 from $159.2 million
in the nine months ended  September  29, 1996,  an increase of $15.6  million or
9.8%. Sales of valued added products increased $2.9 million,  or 3.0%, to $100.3
million  with  sales  of  fabricated  products  increasing  7.5%.  Sales of mill
finished  extrusions  increased 18.5%,  primarily due to increased  shipments of
mill finished products to truck, trailer and utility vehicle manufacturers,  and
several material  handling and distributor  accounts.  The gross sales price per
pound  declined  1.7%,  due to the effect of a higher sales mix of mill finished
extrusions  which was  partially  offset by an increase of $0.034 in the average
market price per pound of aluminum.

      Pounds of product  shipped  increased 11.7 million  pounds,  or 11.3%,  to
115.5  million in the nine months ended  September  28, 1997 from 103.8  million
pounds of product shipped in the nine months ended September 29, 1996. Shipments
to commercial construction decreased 1.8 million pounds, largely due to the loss
of a  curtain  wall and  store  front  account,  the  completion  of a  contract
involving a bridge renovation project and the loss of a commercial door account.
In  residential  construction,  shipments  increased  1.3  million  pounds  with
increased  shipments  to  door  and  window  manufacturers  offsetting  slightly
decreased  shipments  to the mobile home sector  reflecting  a decision to shift
capacity to the more profitable distributor sector.  Shipments to transportation
increased  5.3 million  pounds,  due to  increased  business  with major  truck,
utility vehicle and trailer manufacturers.  In consumer durables, shipments were
down 1.1 million  pounds with an  increase in demand for office  furniture  more
than  offset by a  decrease  in demand  for  pleasure  boats and other  consumer
durables. Shipments to equipment/electrical  increased 2.2 million pounds due to
continuing  strong  performance of several niche  accounts,  particularly  those
related  to  materials   handling.   The  increase  of  5.8  million  pounds  to
distributors/other  resulted  mainly from  continuing  sales efforts to increase
custom extrusion business with select distributors.

      Cost of sales  increased  to  $161.4  million  for the nine  months  ended
September  28, 1997 from $144.9  million in the nine months ended  September 29,
1996, an increase of $16.5 million or 11.4%. Cost of sales - products  increased
to $142.1  million  for the nine  months  ended  September  28, 1997 from $133.0
million  for the nine  months  ended  September  29,  1997,  an increase of $9.1
million or 6.8%. This increase resulted from a $2.8 million increase



                                       10
<PAGE>

in operating costs and a $6.2 million increase in aluminum costs. Variable costs
per pound,  however,  decreased to $0.421 in the nine months ended September 28,
1997 from $0.444 in the nine months ended  September 29, 1996, an improvement of
$0.023  per pound.  This  improved  performance  was due to  effective  capacity
utilization, continuing extrusion press and casting efficiencies, and control of
variable spending.

      Gross profit increased to $31.5 million in the nine months ended September
28, 1997 from $27.9  million in the nine months ended  September  29,  1996,  an
increase of $3.6 million or 12.9%.

      Selling, general and administrative expenses,  including compensation from
the settlement of employee stock options, increased to $16.7 million in the nine
months  ended  September  28, 1997 from $11.8  million in the nine months  ended
September  29,  1996,  an increase of $4.9  million or 41.5%.  This  increase is
primarily attributable to an increase of $4.1 million in compensation related to
the  settlement of employee  stock options as part of the  Recapitalization  and
also  increases of $0.4 million in  incentive  compensation  and $0.2 million in
sales and marketing  expenses,  both related to the increased  level of business
activity. Other general and administrative expenses increased by $0.2 million.

      Operating  profit  decreased  to $14.8  million in the nine  months  ended
September  28, 1997 from $16.1  million in the nine months ended  September  29,
1996, a decrease of $1.3 million or 8.1%.

      Interest expense, net of interest income, increased to $5.7 million in the
nine months ended  September 28, 1997 from $4.0 million in the nine months ended
September  29,  1996,  an increase of $1.7  million.  This  increase  was mainly
attributable to the increase in debt outstanding and higher  effective  interest
rates as a result  of the  Recapitalization,  offset in part by an  increase  in
interest income. Income tax expense decreased to $4.0 million in the nine months
ended  September  28, 1997 from $5.4 million in the nine months ended  September
29,  1996,  a decrease of $1.4  million.  The  effective  tax rates for the nine
months  ended   September   28,  1997  and  September  29,  1996  were  43%  and
44%,respectively,  which differed from the federal  statutory rate of 35% due to
the goodwill amortization and state income taxes.

      In the nine months ended September 28, 1997, the  Corporation  incurred an
extraordinary  loss of $1.3  million  (net of  applicable  income  taxes of $0.8
million) on the refinancing of debt related to the Recapitalization.

      As a result of the above factors,  net earnings  decreased to $3.9 million
in the nine months ended  September 28, 1997 from $6.7 million in the six months
ended June 30, 1996, a decrease of $2.8 million or 41.8%.

      Adjusted EBITDA, as previously defined herein,  increased to $23.2 million
in the nine  months  ended  September  28,  1997 from $17.0  million in the nine
months  ended  September  29, 1996,  an increase of $6.2  million or 36.5%.  The
improvement in Adjusted  EBITDA  consisted of $3.6 million from increased  sales
volume and $3.2 million from a net reduction in operating  costs (as  previously
discussed),  offset by a  decrease  of $0.3  million in sales  spread.  Adjusted
EBITDA per pound, in turn,  increased $0.037 to $0.201 for the nine months ended
September  28,  1997 since the  increase in  Adjusted  EBITDA was  substantially
greater than the increase in pounds shipped.

LIQUIDITY AND CAPITAL RESOURCES

      The  Corporation  has  historically  obtained  funds from its  operations,
augmented by borrowings under various credit agreements.  Aluminum price changes
increase or decrease  working  capital  requirements  since the dollar  value of
accounts  receivable,  inventories  and accounts  payable reflect these changes.
Working  capital  requirements  are generally  higher  during  periods of higher
aluminum prices.

      CASH FLOWS FROM OPERATING ACTIVITIES

      Cash provided by operations  for the nine months ended  September 28, 1997
and  September  29, 1996 was $8.7  million and $12.4  million,  respectively,  a
decrease of $3.7 million or 29.8%. Cash flow decreased as a result of


                                       11
<PAGE>

reduced net  earnings,  reflecting  the  non-recurring  compensation  charge and
increased  interest  costs.  In  addition,  cash flow  decreased  as a result of
increases in accounts receivable and inventories resulting from increased levels
of business activity and increased aluminum prices.

      Total working capital at September 28, 1997 was $29.0 million  compared to
$18.2 million at December 31, 1996, an increase of $10.8 million or 59.3%.  Cash
and cash  equivalents  increased  $10.4  million  due in part to the  terms  and
conditions of the Notes outstanding (see Cash Flows from Financing  Activities),
including  the  payment  of  interest  semiannually  on  December  1 and June 1.
Increases in other working  capital  accounts  reflected the impact of increased
business  activity,  the  effect of rising  aluminum  prices,  and the impact of
increased  debt  outstanding  and higher  interest  rates.  As discussed  above,
changes in aluminum prices are typically passed through to customers.

      CASH FLOWS FROM INVESTING ACTIVITIES

      Expenditures  for property,  plant and equipment for the nine months ended
September  28, 1997 and  September  29, 1996 were $1.2 million and $2.0 million,
respectively.  The Corporation  curtailed its capital expenditure program during
the  first  six  months  of 1997 due to the  Recapitalization.  The  Corporation
anticipates that  expenditures  for property,  plant and equipment will approach
$2.0  million in 1997 and will  average $3.5 million per annum for the next five
years.  Approximately  $2.5  million of the annual $3.5 million  expenditure  is
expected to be invested in productivity  improvements and capacity enhancements,
with the remainder expected to be used for maintenance capital.

      CASH FLOWS FROM FINANCING ACTIVITIES

      On May 28, 1997, the Corporation  issued and sold $105.0 million principal
amount of 10.125% Series A Senior Notes due 2005 (the "Notes").  The Corporation
is  required  to  make  semi-annual  payments  of  interest  on the  Notes.  The
Corporation  used a portion of the  proceeds  from the  issuance of the Notes to
repay an existing Credit Facility (approximately $21.2 million outstanding as of
May 28, 1997) and to retire its 14.125% Senior  Subordinated Notes due 2001 (the
"Subordinated  Notes").  Upon the issuance of the Notes, the Corporation entered
into a New Credit  Facility,  a secured  working  capital line of $15.0 million,
which matures June 1, 2002.  Under the New Credit  Facility,  the Corporation is
required to make  payments of interest on a monthly or  quarterly  basis.  As of
September  28,  1997,  there  were no loans  outstanding  under  the New  Credit
Facility.

      The offering of the Notes, the repayment of the Old Credit  Facility,  the
retirement  of the  Subordinated  Notes,  and the entering  into of a New Credit
Facility  were  part of an  overall  recapitalization  of the  Corporation  (the
"Recapitalization").  As part of the  Recapitalization,  the Corporation  used a
substantial  portion of the proceeds  received from the issuance and sale of the
Notes to pay a special  cash  dividend  to holders of its common  stock,  settle
existing employee stock options, and repurchase, or offer to repurchase,  shares
of common stock held by certain stockholders.

      In the nine months  ended  September  28,  1997,  the  Corporation  paid a
special  cash  dividend  of $62.00 per share,  or $56.0  million,  to holders of
common  stock,  paid  an  aggregate  of  $37.5  million  for the  repayment  and
retirement of debt,  and paid $1.2 million for the  repurchase and retirement of
152,100  shares  of  Class  A  Common  Stock  from  certain  shareholders.   The
Corporation  also  incurred  $4.1  million of  compensation  expense  and issued
158,042.5  shares of Class A Common Stock related to the  settlement of employee
stock options.  The compensation  expense represents the difference between fair
market value and the exercise price on the  settlement of 57,000  employee stock
options and $0.9  million of bonuses  paid to satisfy a portion of income  taxes
incurred by options holders as a result of receiving shares of common stock.

      On November 7, 1997,  the  Corporation  consummated an exchange of 100% of
the Notes for $105.0  million  aggregate  principal  amount of 10.125%  Series B
Senior Notes due 2005, which are registered under the Securities Act of 1933, as
amended.


                                       12

<PAGE>

      INDEBTEDNESS AND LIQUIDITY

      As of  September  28,  1997,  the  Corporation  had $105  million of Notes
outstanding  and no borrowings  under the New Credit  Facility.  The significant
indebtedness  incurred by the  Corporation  as a result of the  Recapitalization
will have  several  important  consequences,  the foremost  being that  interest
expense will be  substantially  higher than prior to the  Recapitalization.  The
ability  of  the  Corporation  to  satisfy  its  obligations  pursuant  to  such
indebtedness,  including  pursuant to the New Notes and the  Indenture,  will be
dependent upon the  Corporation's  future  performance,  which, in turn, will be
subject to  management,  financial  and other  business  factors  affecting  the
business  and  operations  of the  Corporation,  some  of  which  are not in the
Corporation's  control.  The  Corporation's  liquidity  may also be  impacted by
environmental and other regulatory matters.

      The  Corporation   currently   believes  that  cash  flow  from  operating
activities,  together with borrowings  available under the New Credit  Facility,
will be  sufficient  to fund  currently  anticipated  working  capital needs and
capital expenditure  requirements for at least several years. However, there can
be no assurance that this will be the case.


FUTURES CONTRACTS AND FORWARD SALES CONTRACTS

      In the normal  course of  business,  the  Corporation  enters into forward
sales  contracts  with certain  customers  for the sale of fixed  quantities  of
finished  products at scheduled  intervals.  The aluminum cost  component of the
forward  sales  contract  is fixed for the  duration of the  contract,  based on
forward  market prices at the  inception of the contract.  In order to hedge its
exposure to aluminum price volatility  under these forward sales contracts,  the
Corporation  enters into aluminum futures contracts (a financial hedge) based on
scheduled deliveries.

      At  September  28,  1997,  the  Corporation  was party to $2.7  million of
aluminum futures contracts  through  nationally  recognized  brokerage firms and
major metal brokers.  These aluminum  futures  contracts are for periods between
October  1997 and  November  1998,  covering  3.7 million  pounds of aluminum at
prices expected to be settled financially in cash as they reach their respective
settlement dates. The Corporation does not engage in any speculative  trading of
futures contracts.

LIFO ADJUSTMENT AND INFLATION

      The largest component of the Corporation's cost of sales is aluminum,  its
principal raw material. Aluminum costs can be volatile, and reported results may
vary due to LIFO  adjustments,  as previously  discussed.  With the exception of
LIFO  adjustments,  the  Corporation  does not believe that  inflation has had a
significant  impact on its results of  operations  for the three  months and the
nine months ended September 28, 1997 and September 29, 1996.

SEASONALITY

      The Corporation generally does not experience  significant  seasonality in
its  business.  However,  working  capital  requirements  are often  higher  and
operating  results are often lower during the fourth quarter  principally due to
reduced  shipments  of product and  increased  inventory  due to the decrease in
sales  during  the  holiday  season and  increased  accounts  receivable  due to
customers delaying payment until after the year-end.

COMMITMENTS

      At September 28, the Corporation has commitments  with Venalum to purchase
24.0 million pounds of aluminum  through  December 1997 at current market prices
at the delivery dates. At November 7, 1997, the Corporation has commitments with
four North  American  suppliers to purchase  65.5 million tons of aluminum  from
January  1998  through  January  1999 at current  market  prices at the delivery
dates.  Management  expects that such quantities of aluminum will be utilized in
the normal course of operations during the terms of these agreements.


                                       13
<PAGE>

CONTINGENCIES

      The  Corporation  has  received  notice  of  claims  asserting   potential
liability  under various federal and state  environmental  laws. The Corporation
accrues for losses associated with  environmental  remediation  obligations when
such losses are probable and reasonably  estimable.  Based upon information that
is  currently  available,  management  does not expect  that the  resolution  of
environmental  claims will have a material  adverse  effect on the  Corporation.
However, given the inherent uncertainties in evaluating  environmental exposure,
it is not possible to predict the amount of future costs of environmental claims
which may be  subsequently  determined.  The Corporation has not anticipated any
insurance  proceeds  or  third-party   payments  in  determining  its  estimated
liability for environmental remediation.

      The  Corporation  is also a party to a number of other lawsuits and claims
arising out of the conduct of its  business.  Although the  ultimate  results of
lawsuits and other proceedings  against the Corporation cannot be predicted with
certainty,  management  does not expect that these  matters will have a material
adverse effect on the Corporation and its operations.


                                       14
<PAGE>

PART II - OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K

(a)   Exhibits

      Exhibits  3.1 through  10.2 are  incorporated  herein by  reference to the
exhibit  with  the  corresponding  number  filed  as part  of the  Corporation's
Registration Statement on Form S-4, as amended (File No. 333-31071).

        EXHIBIT
        NUMBER                        DESCRIPTION OF EXHIBIT
        ------                        ----------------------

          3.1       Articles of Restatement of the Certificate of  Incorporation
                    of Wells Aluminum Corporation (the "Corporation".

          3.2       By-laws of the Corporation.

          4.1       Indenture, dated as of May 28, 1997, between the Corporation
                    and State Street Bank and Trust Corporation  (formerly known
                    as Fleet National Bank) (the "Trustee").

          4.2       Form of 101/8%  Series A and Series B Senior Notes due 2005,
                    dated  as of May 28,  1997  (incorporated  by  reference  to
                    Exhibit 4.1).

          4.3       Registration  Rights  Agreement,  dated as of May 28,  1997,
                    between the Corporation and Merrill Lynch & Co.

          10.1      Amendment and Restated Credit Agreement, dated as of May 28,
                    1997, among the Corporation,  the lending institutions party
                    thereto and Credit Agricole Indosuez, as agent.

          10.2      Amended and Restated General Security Agreement, dated as of
                    May 28, 1997,  between the  Corporation  and Credit Agricole
                    Indosuez.

          27.1      Financial Data Schedule


(b)   Reports on Form 8-K

      No reports on Form 8-K have been filed by the Corporation  during the last
quarter of the period covered by this report.

All other items were not applicable.


                                       15
<PAGE>

                                   SIGNATURES


       Pursuant to the requirements 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.

                        WELLS ALUMINUM CORPORATION


                        By:  /s/ W. Russell Asher
                           -----------------------------
                             W. Russell Asher
                             Senior Vice President and Chief Financial Officer
                             (Principal Accounting Officer)


   
Dated: December 31, 1997
    


                                       16