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



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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 March 29, 1998

                                       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          
           BALTIMORE, MARYLAND                                21286   
--------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                 (Zip Code) 
  


       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 X No

         As of May 5, 1998, the registrant had 909,005.0  shares of Common Stock
outstanding.


<PAGE>


                           WELLS ALUMINUM CORPORATION
                          QUARTERLY REPORT ON FORM 10-Q
                                TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION


<TABLE>
<CAPTION>
Item 1.  Financial Statements (Unaudited):                                                               Page

<S>                                                                                                        <C>
             Balance Sheets as of March 29, 1998 and December 31, 1997 (audited)                           1

             Statements of Operations for the three months ended March 29, 1998
             and March 30, 1997                                                                            2

             Statements of Cash Flows for the three months ended March 29, 1998
             and March 30, 1997                                                                            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                                                                 13


SIGNATURES                                                                                                14

</TABLE>


<PAGE>

PART 1.                     FINANCIAL INFORMATION

ITEM 1.                     FINANCIAL STATEMENTS

WELLS ALUMINUM CORPORATION
BALANCE SHEETS
(DOLLARS IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                                             MAR. 29,         DEC. 31,
                                                                                               1998           1997
                                                                                            -------------    ---------
                                                                                            (Unaudited)

                                           ASSETS
Current assets:
<S>                                                                                         <C>             <C>      
    Cash and cash equivalents ........................................................      $   7,780       $   5,352
    Accounts receivable, principally trade, less allowances of $860 and $825 .........         30,004          30,599
    Inventories ......................................................................         19,854          20,209
    Other current assets .............................................................          1,422           1,444
                                                                                            ---------       ---------
        Total current assets .........................................................         59,060          57,604
Property, plant and equipment, at cost less accumulated depreciation .................         28,041          27,269
Debt issuance costs, net of accumulated amortization of  $518 and $362 ...............          4,231           4,387
Goodwill, net of accumulated amortization of $12,771 and $12,474 .....................         34,253          34,550
Other assets .........................................................................          1,573           1,573
                                                                                            ---------       ---------
        Total assets .................................................................      $ 127,158       $ 125,383
                                                                                            =========       =========

                                    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable, principally trade ..............................................      $  17,557       $  20,253
    Accrued expenses .................................................................          9,850           7,362
                                                                                            ---------       ---------
        Total current liabilities ....................................................         27,407          27,615
Long-term debt .......................................................................        105,000         105,000
Deferred income taxes ................................................................          5,675           5,804
Deferred benefit plan obligations ....................................................          3,116           3,032
                                                                                            ---------       ---------
        Total liabilities ............................................................        141,198         141,451
                                                                                            ---------       ---------

Stockholders' equity:
    Common stock, Class A, par value $0.01 per share, 1,100,000 shares
        authorized and 909,005 shares issued .........................................              9               9
    Additional paid-in capital .......................................................          1,215           1,215
    Accumulated deficit ..............................................................        (14,777)        (16,805)
    Additional minimum pension liability .............................................           (487)           (487)
                                                                                            ---------       ---------
        Total stockholders' equity ...................................................        (14,040)        (16,068)
                                                                                            ---------       ---------

        Total liabilities and stockholders' equity ...................................      $ 127,158       $ 125,383
                                                                                            =========       =========
</TABLE>


See accompanying notes.

                                        1

<PAGE>

WELLS ALUMINUM CORPORATION
STATEMENTS OF OPERATIONS (Unaudited)
(DOLLARS IN THOUSANDS)


                                                 THREE MONTHS ENDED

                                                MAR. 29,     MAR. 30,
                                                  1998          1997
                                                ---------   ---------

Net sales ..................................     $63,818     $55,337

Cost of sales ..............................      53,694      47,194
                                                 -------     -------

Gross profit ...............................      10,124       8,143

Selling, general and administrative expenses       3,896       3,774
                                                 -------     -------

Operating profit ...........................       6,228       4,369

Interest expense, net of interest income ...       2,706       1,167
                                                 -------     -------

Earnings before income taxes ...............       3,522       3,202

Income taxes ...............................       1,494       1,358
                                                 -------     -------

Net earnings ...............................     $ 2,028     $ 1,844
                                                 =======     =======


See accompanying notes.



                                        2

<PAGE>

WELLS ALUMINUM CORPORATION
STATEMENTS OF CASH FLOWS (Unaudited)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                              THREE MONTHS ENDED

                                                                                         MAR. 29,                   MAR. 30,
                                                                                          1998                       1997
                                                                                         ------                     -----
OPERATING ACTIVITIES:

<S>                                                                                      <C>                   <C>     
NET EARNINGS .................................................................           $ 2,028               $  1,844

ADJUSTMENTS TO RECONCILE NET EARNINGS TO NET CASH PROVIDED BY
    OPERATING ACTIVITIES:
        DEPRECIATION AND AMORTIZATION ........................................             1,000                  1,047
        DEFERRED INCOME TAXES ................................................              (126)                   (80)
        CHANGES IN OPERATING ASSETS AND LIABILITIES:
            ACCOUNTS RECEIVABLE, NET .........................................               595                 (4,943)
            INVENTORIES ......................................................               355                   (474)
            ACCOUNTS PAYABLE AND ACCRUED EXPENSES ............................              (844)                 8,571
            OTHER ASSETS AND LIABILITIES .....................................               740                    101
                                                                                         -------               --------
NET CASH PROVIDED BY OPERATING ACTIVITIES ....................................             3,748                  6,065
                                                                                         -------               --------

INVESTING ACTIVITIES:

PURCHASE OF PROPERTY, PLANT AND EQUIPMENT ....................................            (1,320)                  (272)
                                                                                         -------               --------
NET CASH USED IN INVESTING ACTIVITIES ........................................            (1,320)                  (272)
                                                                                         -------               --------

FINANCING ACTIVITIES:

PRINCIPAL PAYMENTS ON LONG-TERM DEBT .........................................                --                (17,906)
PROCEEDS FROM LONG-TERM DEBT .................................................                --                 13,000
                                                                                                               --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ..........................                --                 (4,906)
                                                                                         -------               --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .........................             2,428                    887
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR ...............................             5,352                    277
                                                                                         -------               --------

CASH AND CASH EQUIVALENTS AT END OF YEAR .....................................           $ 7,780               $  1,164
                                                                                         =======               ========
</TABLE>


SEE ACCOMPANYING NOTES.


                                        3

<PAGE>

WELLS ALUMINUM CORPORATION
NOTES TO FINANCIAL STATEMENTS (Unaudited)
(DOLLARS IN THOUSANDS)

1. GENERAL

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

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 three  months  ended March 29,  1998.
Operating results for the interim periods of 1998 are not necessarily indicative
of the results that may be expected for the year ending December 31, 1998.

3. RECLASSIFICATION

         Certain amounts  previously  reported have been reclassified to conform
with the 1998 presentation.

4. USE OF ESTIMATES

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires that  management  make  estimates and
assumptions  that affect the amounts  reported in the financial  statements  and
accompanying  notes. Actual results inevitably will differ from those estimates,
and such differences may be material to the financial statements.

5. INVENTORIES

         The  aluminum  component  of  inventories,  representing  68% of  total
inventories at March 29, 1998 and December 31, 1997, 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:

                                               MAR. 29,            DEC. 31,
                                                1998                1997
                                               ------              ------

Raw materials ...........................     $ 11,888            $ 11,840
Finished goods and work-in-progress......        9,726              10,658
Supplies ................................          480                 471
                                              --------            --------
                                                22,094              22,969
Less LIFO reserve .......................       (2,240)             (2,760)
                                              --------            --------
                                              $ 19,854            $ 20,209
                                              ========            ========


                                        4

<PAGE>

6. RELATED PARTY TRANSACTIONS

         During the three months  ended March 29, 1998 and March 30,  1997,  the
Company  purchased  aluminum  from CVG Industria  Venezolana  de Aluminio,  C.A.
("Venalum"), an owner of 180,362.5 shares of the Company's Class A common stock,
in amounts of $5.4 million and $14.5 million,  respectively.  Amounts payable to
Venalum  at March 29,  1998 and  December  31,  1997  were $0 and $6.3  million,
respectively.

7. RECAPITALIZATION

         On May 28, 1997, the Company  issued and sold $105.0 million  principal
amount of 10.125%  Series A Senior  Notes (the  "Series A Notes")  due 2005.  In
connection with the consummation of the issuance and sale of the Series A Notes,
the Company 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 Series A Notes, the repayment of indebtedness under
an existing Bank Credit Facility,  the retirement of 14.125% Senior Subordinated
Notes due 2001,  and the entering into of a New Credit  Facility were part of an
overall recapitalization of the Company (the "Recapitalization"). As part of the
Recapitalization,  the  Company  used a  substantial  portion  of  the  proceeds
received  from the issuance and sale of the Series A 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 1997,  the Company 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 Company 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.

         In November  1997,  the Company  consummated an exchange of 100% of the
Series A Notes for $105.0 million aggregate principal amount of 10.125% Series B
Senior Notes (the  "Series B Notes") due 2005,  which are  registered  under the
Securities Act of 1933, as amended.

8. INDEBTEDNESS

         At March 29, 1998 and  December  31,  1997,  indebtedness  consisted of
$105.0 million of Series B Notes. There were no borrowings outstanding under the
New Credit Facility.

9. INTEREST EXPENSE, NET OF INTEREST INCOME

            Interest expense, net of interest income, is as follows:

                                                    THREE MONTHS ENDED
                                                  MAR. 29,          MAR. 30,
                                                    1998              1997
                                                 -------            ------

Interest expense ...........................      $ 2,672            $1,031
Amortization of debt issuance costs ........          156               136
                                                  -------            ------
                                                    2,828             1,167
Interest income ............................         (122)               --
                                                  -------            ------
Interest expense, net of interest income ...      $ 2,706            $1,167
                                                  =======            ======


                                        5

<PAGE>


9. FUTURES CONTRACTS AND FORWARD SALES CONTRACTS

         In the normal course of business, the Company 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 Company
enters into aluminum  futures  contracts (a financial  hedge) based on scheduled
deliveries.

         At March 29, 1998,  the Company was party to $15.9  million of aluminum
futures contracts through nationally  recognized brokerage firms and major metal
brokers. These aluminum futures contracts are for periods between April 1998 and
May 1999,  covering  22.4  million  pounds of aluminum at prices  expected to be
settled financially in cash as they reach their respective settlement dates. The
Company does not engage in any speculative trading of futures contracts.

10. LABOR AGREEMENT

         In late February 1998, the Company's  collective  bargaining  agreement
with the local union at one plant location expired, and shortly thereafter,  the
local union  initiated a work stoppage.  In late March 1998, the Company and the
local  union  agreed  on a new  collective  bargaining  agreement  and the  work
stoppage  ceased.  During the work stoppage,  the Company  operated the affected
plant using salaried personnel from within the Company and temporary  employees.
Management  believes  that the work  stoppage  did not have a  material  adverse
effect on the financial performance of the Company.

11. COMMITMENTS AND CONTINGENCIES

         At March 29, 1998, the Company has commitments with five North American
suppliers  to purchase  71.8  million  pounds of primary  aluminum  and aluminum
billet  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.

         The  Company   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  Company.  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 Company has
not  anticipated any insurance  proceeds or third-party  payments in determining
its estimated liability for environmental remediation.

         The Company is 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 Company cannot be predicted with  certainty,
management  does not expect  that  these  matters  will have a material  adverse
effect on the Company and its operations.


                                        6

<PAGE>

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

         Wells  Aluminum  Corporation  (the  "Company")  is a  custom  extruder,
finisher and fabricator of soft alloy aluminum products, serving principally the
building/construction, transportation, consumer durable and equipment/electrical
markets.  The Company  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  discussion  contains  forward-looking  statements  which
involve risks and  uncertainties.  The Company'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 Company'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 Company'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  discussion  of financial  condition  and the results of
operations  for the three  months  ended  March 29,  1998 and March 30, 1997 are
based on the unaudited results achieved by the Company. 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.
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:

                                                      THREE MONTHS ENDED

                                                     MAR. 29,      MAR. 30,
Amounts in Thousands, Except Per Pound Data          1998            1997
-------------------------------------------         ---------      ---------

Net Sales - Products ..........................      $ 60,287       $52,018
Net Sales - Metal .............................         3,531         3,319
                                                     --------       -------
    Net Sales .................................        63,818        55,337

Cost of Sales - Products.......................        50,716        42,315
Cost of Sales - Metal .........................         3,498         3,096
LIFO Charges (Income) .........................          (520)        1,783
                                                     --------       -------
    Cost of Sales .............................        53,694        47,194

Gross Profit ..................................        10,124         8,143
Operating Profit ..............................         6,228         4,369
Net Earnings ..................................      $  2,028       $ 1,844


                                        7

<PAGE>



             OTHER MEASUREMENT DATA:

<TABLE>
<CAPTION>
                                                                            THREE MONTHS ENDED

                                                                        MAR. 29,          MAR. 30,
Amounts in Thousands, Except Per Pound Data                              1998               1997
-------------------------------------------                           ----------         ---------
<S>                                                                        <C>              <C>   
Pounds of Product Shipped ..................................               39,047           35,836

Gross Sales - Products .....................................            $  62,590        $  54,169
Gross Sales Price per Pound ................................                1.603            1.512

Adjusted EBITDA ............................................            $   6,553        $   7,063
Adjusted EBITDA per Pound ..................................                0.168            0.197

Average Market Price of Aluminum per Pound .................            $   0.730        $   0.755
Market Price of Aluminum per Pound at Period-End ...........                0.697            0.786
</TABLE>


         ALUMINUM PRICES.  For the periods  indicated,  approximately 60% of the
Company's cost of sales - products  reflect the cost of aluminum,  its principal
raw material. The Company 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 Company's level of profitability  for the periods described
herein.

         BUSINESS ACTIVITY.  The Company's  experience  indicates that pounds of
product  shipped  has a direct  impact  on  profitability,  since a  significant
portion of the Company's  operating costs are fixed.  The Company defines pounds
of product  shipped as the weight of all  extrusions  shipped,  including  those
pounds  transferred  within the Company  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 Company  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 Company,  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
Company monitors  Adjusted EBITDA,  as it is relevant for debt covenant analysis
under the New Credit  Facility (as defined  herein) and it can also be used as a
measure of the Company's ability to service its debt.

         LIFO  INVENTORY.  The Company 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  Company  may incur LIFO
charges, which will reduce taxable income, and when aluminum prices subsequently
decline,  the Company may recognize  LIFO income,  which will  increase  taxable
income.  As a result of  fluctuations  in  earnings  levels  resulting  from the
application  of LIFO,  the Company  excludes  LIFO  charges and LIFO income from
certain measures, such as Adjusted EBITDA.

         EXCESS  METAL  SALES.  The  Company'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 Company's  casting  facility and from the Company's  obligations to purchase
fixed  amounts  of primary  aluminum  ingot and billet  under  long-term  supply
agreements.  The sale of  excess  metal,  which  also  reflects  aluminum  price
fluctuations, has minimal effect


                                        8

<PAGE>

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

RECLASSIFICATION OF SALES AND MARKETING END USE DATA

         In the three  months  ended March 29,  1998,  the Company  completed an
evaluation of the markets of its  customers by the end use codes as  established
by the Aluminum  Association and the Aluminum Extruders  Council.  These end use
codes are used to compile aluminum industry statistics by specific markets. As a
result of the evaluation, the Company reclassified certain pounds shipped to its
customers during 1997 from one market  designation to another  designation.  The
analysis of pounds shipped to a specific market contained herein is based on the
consistent application of end use codes for the periods under comparison.

THREE MONTHS ENDED MARCH 29, 1998 COMPARED TO THREE MONTHS ENDED MARCH 30, 1997

         The Company's net sales  increased to $63.8 million in the three months
ended  March 29,  1998 from $55.3  million in the three  months  ended March 30,
1997,  an increase of $8.5 million or 15.4%.  Net sales - products  increased to
$60.3 million in the three months ended March 29, 1998 from $52.0 million in the
three months ended March 30, 1997,  an increase of $8.3 million or 16.0%.  Gross
sales of value added products increased $3.9 million, or 13.2%, to $33.5 million
in the three months ended March 29, 1998 from $29.6  million in the three months
ended March 30, 1997.  Gross sales of mill finished  extrusions  increased  $4.6
million,  or 18.8%,  to $29.1  million in the three  months ended March 29, 1998
from $24.5  million in the three months  ended March 30,  1997.  The gross sales
price per pound  increased by 6.0%,  reflecting an increase of 21.3% in sales of
fabricated  products,  offset by a decline of $0.025 in the average market price
per pound of  aluminum  and the  effect of a higher  sales mix of mill  finished
extrusions.

         Pounds of product  shipped  increased 3.2 million  pounds,  or 8.9%, to
39.0 million in the three  months ended March 29, 1998 from 35.8 million  pounds
of product  shipped in the three  months  ended  March 30,  1997.  Shipments  to
commercial construction decreased 0.1 million pounds, with declines in shipments
to  manufacturers  of  commercial  doors,  windows and store front systems being
offset  by  increased  shipments  to  manufacturers  of  specialty  construction
products. In residential  construction,  shipments increased 0.5 million pounds,
reflecting increased shipments to suppliers to the mobile home market, offset by
a decline in shipments  to  manufacturers  of storm doors due to the  relatively
mild winter. Shipments to transportation increased 2.7 million pounds, primarily
due  to  increased  business  with  major  trailer  manufacturers.  In  consumer
durables, shipments increased 0.5 million pounds, reflecting increased shipments
to  manufacturers  of  pleasure  boats  and  office   furniture.   Shipments  to
equipment/electrical decreased 0.2 million pounds, primarily due to a decline in
shipments  to two  niche  accounts.  The  decrease  of  0.2  million  pounds  to
distributors/other  resulted from reductions in shipments to two distributors of
specialty products serving the midwestern markets.

         Cost of sales  increased  to $53.7  million for the three  months ended
March 29, 1998 from $47.2  million in the three months ended March 30, 1997,  an
increase of $6.5 million or 13.8%.  Cost of sales - products  increased to $50.7
million in the three months ended March 29, 1998 from $42.3 million in the three
months ended March 30, 1997, an increase of $8.4 million or 19.9%. This increase
resulted  from a $2.4  million  increase in  operating  costs and a $6.0 million
increase in aluminum costs.  Variable costs per pound increased to $0.435 in the
three  months  ended March 29, 1998 from $0.412 in the three  months ended March
30,  1997,  a change of $0.023  per  pound.  This  decline  in  performance  was
primarily due to variable costs incurred  during a major upgrade of an extrusion
press and  non-recurring,  incremental  costs incurred during a work stoppage at
one plant location as further discussed in Note 10 in the Notes to the Financial
Statements.


                                        9

<PAGE>

         Gross profit increased to $10.1 million in the three months ended March
29, 1998 from $8.1 million in the three months ended March 30, 1997, an increase
of $2.0 million or 24.7%.

         Selling,  general and administrative expenses increased to $3.9 million
in the three  months  ended March 29, 1998 from $3.7 million in the three months
ended March 30,  1997,  an increase of $0.2  million or 5.4%.  This  increase is
attributable  to an  increase  of  $0.1  million  in  incidental  administrative
expenses related to the work stoppage at one plant location as discussed further
in Note 10 in the Notes to the  Financial  Statements  and an  increase  of $0.1
million in other general and administrative expenses.

         Operating  profit  increased  to $6.2 million in the three months ended
March 29, 1998 from $4.4 million in the three months ended  September  29, 1996,
an increase of $1.8 million or 40.9%.

         Interest expense, net of interest income,  increased to $2.7 million in
the three  months  ended  March 29, 1998 from $1.2  million in the three  months
ended March 30, 1997, an increase of $1.5 million,  or 125.0%. This increase was
mainly  attributable to the increase in debt  outstanding  and higher  effective
interest rates as a result of the Recapitalization  (as defined herein),  offset
in part by an increase in interest income.  Income tax expense increased to $1.5
million in the three  months ended March 29, 1998 from $1.4 million in the three
months ended March 30, 1997, an increase of $0.1 million, or 7.1%. The effective
tax rates for the three months ended March 29, 1998 and March 30, 1997 were 42%,
which  differed  from the federal  statutory  rate of 35%  primarily  due to the
goodwill amortization and state income taxes.

         As a result  of the  above  factors,  net  earnings  increased  to $2.0
million in the three  months ended March 29, 1998 from $1.8 million in the three
months ended March 30, 1997, an increase of $0.2 million or 11.1%.

         Adjusted  EBITDA (as defined  herein)  decreased to $6.6 million in the
three  months  ended March 29, 1998 from $7.1  million in the three months ended
March 30,  1997,  a decrease  of $0.5  million or 7.0%.  The decline in Adjusted
EBITDA  consisted  of a  decrease  in  sales  spread  of  $0.1  million  and  an
incremental increase in operating costs of $1.5 million,  offset by $1.1 million
from  increased  sales volume.  Adjusted  EBITDA per pound,  in turn,  decreased
$0.029 to $.168 in the three months ended March 29, 1998,  reflecting both lower
Adjusted EBITDA and increased pounds of product shipped.

LIQUIDITY AND CAPITAL RESOURCES

         The  Company  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.

         As of March 29, 1998,  the Company had $105.0 million of Series B Notes
(as defined herein)  outstanding and no borrowings under the New Credit Facility
(as defined herein). The significant  indebtedness  incurred by the Company as a
result of the  Recapitalization in May 1997 has several important  consequences,
the foremost being that interest expense will be substantially higher than prior
to the  Recapitalization.  The ability of the Company to satisfy its obligations
pursuant to such  indebtedness,  including  the Series B Notes and the Indenture
under which these notes were issued, will be dependent upon the Company's future
performance, which, in turn, will be subject to management,  financial and other
business factors  affecting the business and operations of the Company,  some of
which are not in the  Company's  control.  The  Company's  liquidity may also be
impacted by environmental and other regulatory matters.

         The Company 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.


                                       10

<PAGE>

         CASH FLOWS FROM OPERATING ACTIVITIES

         Cash provided by  operations  for the three months ended March 29, 1998
and March 30, 1997 was $3.7 million and $6.1 million,  respectively,  a decrease
of $2.4 million or 39.3%. Cash flow decreased as a result of increased  interest
costs and an increase in accounts  receivable from increased  levels of business
activity.

         Total working  capital at March 29, 1998 was $31.7 million  compared to
$30.0  million at December 31, 1997,  an increase of $1.7 million or 5.7%.  Cash
and cash  equivalents  increased $2.4 million to $7.8 million due in part to the
terms and  conditions  of the  Series B Notes  outstanding  (see Cash Flows from
Financing  Activities).  Changes in other  working  capital  accounts  reflected
factors  such as the  impact  of  increased  business  activity,  the  timing of
incentive  compensation  payments,  the effect of declining aluminum prices, and
the timing of interest payments.  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 three months
ended  March 29, 1998 and March 30,  1997 were $1.3  million  and $0.3  million,
respectively.  The Company curtailed its capital  expenditure program during the
first six months of 1997 due to the  Recapitalization.  The Company  anticipates
that  expenditures for property,  plant and equipment will approach $4.0 million
in 1998 and will average $3.5 million per annum in the following four years.  In
1998,  approximately  $3.0  million of the annual $4.0  million  expenditure  is
expected to be invested in productivity  improvements and capacity enhancements,
with the remainder expected to be used for maintenance capital. In the following
four 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 Company  issued and sold $105.0 million  principal
amount of 10.125%  Series A Senior  Notes (the  "Series A Notes") due 2005.  The
Company is  required  to make  semi-annual  payments of interest on the Series A
Notes on June 1 and  December 1 of each year.  The Company used a portion of the
proceeds  from the  issuance of the Series A Notes to repay an  existing  credit
facility and to retire its 14.125% Senior Subordinated Notes (the " Subordinated
Notes") due 2001.  Upon the issuance of the Series A Notes,  the Company entered
into a New Credit  Facility,  which provides a secured  working  capital line of
$15.0 million that matures on the last business day of June 2002.  Under the New
Credit  Facility,  the  Company is  required  to make  payments of interest on a
monthly or quarterly basis.

         The  offering  of the Series A Notes,  the  repayment  of the  existing
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 Company
(the  "Recapitalization").  As part of the Recapitalization,  the Company used a
substantial  portion of the proceeds  received from the issuance and sale of the
Series A 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 1997,  the Company 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 Company 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.


                                       11

<PAGE>

         On November 7, 1997, the Company consummated an exchange of 100% of the
Series A Notes for $105.0 aggregate  principal amount of 10.125% Series B Senior
Notes (the "Series B Notes") due 2005 which are registered  under the Securities
Act of 1933, as amended. The Company is required to make semi-annual payments of
interest on the Series B Notes on June 1 and December 1 of each year.

FUTURES CONTRACTS AND FORWARD SALES CONTRACTS

         In the normal course of business, the Company 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 Company
enters into aluminum  futures  contracts (a financial  hedge) based on scheduled
deliveries.

         At March 29, 1998,  the Company was party to $15.9  million of aluminum
futures contracts through nationally  recognized brokerage firms and major metal
brokers. These aluminum futures contracts are for periods between April 1998 and
May 1999,  covering  22.4  million  pounds of aluminum at prices  expected to be
settled financially in cash as they reach their respective settlement dates. The
Company does not engage in any speculative trading of futures contracts.

LIFO ADJUSTMENT AND INFLATION

         The largest  component of the Company'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  Company  does  not  believe  that  inflation  has had a
significant impact on its results of operations for the three months ended March
29, 1998 and March 30, 1997.

SEASONALITY

         The Company  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.

YEAR 2000 SYSTEMS COMPLIANCE

         The Company has  undertaken a number of  initiatives to ensure that its
computer  systems,  microprocessors,  electronic data interchange (EDI) systems,
and  other  computer  based  applications  are  compliant  with  the  Year  2000
requirements.  The Year  2000  issue  stems  from the fact  that  many  computer
programs  were  written with two,  rather than four,  digits to the identify the
applicable year. As a result, computer programs with time-sensitive software may
recognize a two-digit  code for any year in the next  century as related to this
century;  for example,  "00" entered into a date-field  for the year 2000 may be
interpreted as the year 1900,  resulting in system  failures or  miscalculations
and  disruptions  of  operations,  including,  among other  things,  a temporary
inability to process transactions or engage in other normal business activities.

         The  Company  has  completed  an  evaluation  of its  centralized  main
computer system and related software and has determined that this system and the
software is  compliant  with the Year 2000  requirements.  The Company is in the
process of evaluating its other computer systems,  microprocessors,  EDI systems
and other  computer based  applications  for Year 2000  compliance.  The Company
expects to complete any required Year 2000 remediation  prior to any anticipated
impact on its  operations.  The  Company  believes  that with  modifications  to
existing software and conversions to new systems,  where required, the Year 2000
issue will not pose significant operational


                                       12

<PAGE>

problems for its computer systems. However, if such modifications or conversions
are not made,  or are not  completed  timely,  the Year 2000 issue  could have a
material impact on the operations of the Company.

         The Company is also  contacting  vendors and customers to determine the
extent to which the Company's interface systems are vulnerable to the failure of
such  companies to remediate  their own Year 2000 issues.  There is no guarantee
that the systems of the  Company's  vendors and customers on which the Company's
systems rely will be  converted  timely by such  companies  and would not have a
material impact on the operations of the Company.

COMMITMENTS AND CONTINGENCIES

         At March 29, 1998, the Company has commitments with five North American
suppliers  to purchase  71.8  million  pounds of primary  aluminum  and aluminum
billet  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.

         The Company has received notice of claims asserting potential liability
under various  federal and state  environmental  laws.  The Company  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 Company.  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 Company has not anticipated any insurance proceeds
or third-party payments in determining its estimated liability for environmental
remediation.

         The  Corporation  is 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.

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)          Exhibits

             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 quarter covered by this report.

(c)          All other items were not applicable.


                                       13

<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)

Date: May 5, 1998


                                       14