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


                       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 28, 1999

                                              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 X No

     As of May 3, 1999,  the  registrant  had  729,892.5  shares of Common Stock
outstanding.


<PAGE>



                           WELLS ALUMINUM CORPORATION
                          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 March 28, 1999 and December 31, 1998 (audited)            1

              Statements of Operations for the three months ended March 28, 1999
              and March 29, 1998                                                             2

              Statements of Cash Flows for the three months ended March 28, 1999
              and March 29, 1998                                                             3

              Notes to Financial Statements                                                  4

Item 2.  Management's Discussion and Analysis of Financial Condition and Results             6
         of Operations

Item 3.  Quantitative and Qualitative Disclosures About Market Risk                         12


Part II - Other Information


Item 6.  Exhibits and Reports on Form 8-K                                                   12


Signatures                                                                                  13

</TABLE>



<PAGE>



Part 1.       Financial Information

Item 1.       Financial Statements

WELLS ALUMINUM CORPORATION
BALANCE SHEETS
(Dollars in Thousands)


<TABLE>
<CAPTION>

                                                                                  Mar. 28,      Dec. 31,
                                                                                   1999           1998
                                                                                   ----           ----
                                                                               (Unaudited)
                                                                               -----------

                               Assets
Current assets:
<S>                                                                             <C>          <C>      
    Cash and cash equivalents ........................................          $   8,579    $   7,619
    Accounts receivable, principally trade, less allowances of                     
      $487 and $442 ....................................................           30,661       26,213
    Inventories ......................................................             20,119       20,394
    Other current assets .............................................              3,064        2,319
                                                                                ---------    ---------
        Total current assets .........................................             62,423       56,545
Property, plant and equipment, at cost less accumulated depreciation .             28,231       28,276
Debt issuance costs, net of accumulated amortization of  
      $1,139 and $984 ................................................              3,610        3,765
Goodwill, net of accumulated amortization of $13,959 and $13,662 .....             33,065       33,362
Other assets .........................................................              2,530        2,530
                                                                                ---------    ---------
        Total assets .................................................          $ 129,859    $ 124,478
                                                                                =========    =========

                Liabilities and Stockholders' Equity 
Current liabilities:
    Accounts payable, principally trade ..............................          $  15,926    $  14,186
    Accrued expenses ..................................................            11,904       10,053
                                                                                ---------    ---------
        Total current liabilities ....................................             27,830       24,239
Long-term debt .......................................................            105,000      105,000
Deferred income taxes ................................................              5,324        5,446
Deferred benefit plan obligations ....................................              2,704        2,572
                                                                                ---------    ---------
        Total liabilities ............................................            140,858      137,257
                                                                                ---------    ---------
Stockholders' equity:
    Common stock, Class A, par value $0.01 per share, 1,100,000 shares
        authorized, 729,892.5 and 909,005.0 shares issued ............                  7            7
    Additional paid-in capital .......................................                 10            -
    Accumulated deficit ..............................................            (10,041)     (11,811)
    Additional minimum pension liability .............................               (975)        (975)
                                                                                ---------    ---------
        Total stockholders' equity ...................................            (10,999)     (12,779)
                                                                                ---------    ---------

        Total liabilities and stockholders' equity ...................          $ 129,859  $   124,478
                                                                                =========  ===========
</TABLE>

  See accompanying notes.


                                        1


<PAGE>

WELLS ALUMINUM CORPORATION
STATEMENTS OF OPERATIONS (Unaudited)
(Dollars in Thousands)

<TABLE>
<CAPTION>

                                                                                   Three Months Ended
                                                                                   ------------------
                                                                                   Mar. 28,    Mar. 29,
                                                                                   1999         1998
                                                                                   ----         ----

<S>                                                                             <C>        <C>        
Net sales .............................................................         $  56,155  $    63,818

Cost of sales .........................................................            45,870       53,694
                                                                                ---------    ---------
Gross profit .........................................................             10,285       10,124

Selling, general and administrative expenses..........................              4,507        3,896
                                                                                ---------    ---------

Operating profit ......................................................             5,778        6,228

Interest expense, net of interest income .............................              2,729        2,706
                                                                                ---------    ---------

Earnings before income taxes .........................................              3,049        3,522

Income taxes .........................................................              1,279        1,494
                                                                                ---------    ---------

Net earnings .........................................................          $   1,770  $     2,028
                                                                                =========  ===========

  See accompanying notes.


                                        2

<PAGE>



WELLS ALUMINUM CORPORATION
STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in Thousands)

                                                                                   Three Months Ended
                                                                                   ------------------
                                                                                   Mar. 28,    Mar. 29,
                                                                                   1999         1998
                                                                                   ----         ----

Operating activities:

Net earnings .........................................................          $   1,770  $2,028

Adjustments to reconcile net earnings to net cash provided by
    operating activities:                                                             
        Depreciation and amortization ................................              1,074   1,000
        Deferred income taxes ........................................               (181)   (126)
        Changes in operating assets and liabilities:
            Accounts receivable, net .................................             (4,448)    595
            Inventories ..............................................                275     355
            Accounts payable and accrued expenses ....................              4,567    (844)
            Other assets and liabilities .............................                393     740
                                                                                ---------  -------
Net cash provided by operating activities ............................              3,450   3,748
                                                                                ---------  -------

Investing activities:

Purchase of property, plant and equipment  ...........................               (576) (1,320)
                                                                                ---------  -------
Net cash used in investing activities ................................               (576) (1,320)
                                                                                ---------  -------

Financing activities:

Proceeds from exercise of stock options ..............................                 10      --
Payment of cash dividend ..............................................            (1,924)     --
                                                                                ---------  -------
Net cash used in financing activities ................................             (1,914)     --
                                                                                ---------  -------
Net increase in cash and cash equivalents ............................                960   2,428
Cash and cash equivalents at beginning of year .......................              7,619   5,352
                                                                                ---------  -------
Cash and cash equivalents at end of period ...........................          $   8,579 $ 7,780
                                                                                ========= =======

  See accompanying notes.
</TABLE>


                                        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 28,  1999.
Operating results for the interim periods of 1999 are not necessarily indicative
of the results that may be expected for the year ending December 31, 1999.

3.     Reclassification

       Certain  amounts  previously  reported have been  reclassified to conform
with the 1999 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 66% and 67% of total
inventories at March 28, 1999 and December 31, 1998, 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:

<TABLE>
<CAPTION>

                                                                      Mar. 28,   Dec. 31,
                                                                        1999       1998
                                                                        ----       ----

<S>                                                                   <C>        <C>    
Raw materials .....................................................   $10,727    $10,233
Finished goods and work in progress ...............................     8,818      9,589
Supplies ..........................................................       574        572
                                                                      -------    -------
    Sub-total .....................................................    20,119     20,394
Less LIFO reserve .................................................        --         --
                                                                      -------    -------
   Inventories ....................................................   $20,119    $20,394
</TABLE>


                                        4

<PAGE>

6.     Related Party Transactions

       During the three  months  ended March 29,  1998,  the  Company  purchased
aluminum  in the  amount  of $5.4  million  from  CVG  Industria  Venezolana  de
Aluminio, C.A. ("Venalum"),  who was, at such time, an owner of 180,362.5 shares
of the  Company's  Class A common  stock.  On  November  13,  1998,  the Company
repurchased the common stock owned by Venalum,  and as of that date,  Venalum no
longer owned any shares of common  stock of the  Company.  There were no amounts
payable to Venalum at March 28, 1999 and December 31, 1998.

7.     Indebtedness

       At March 28, 1999 and December 31, 1998, indebtedness consisted of $105.0
million of 10.125% Series B Notes. There were no borrowings  outstanding under a
revolving credit facility.

8.     Interest Expense, Net of Interest Income

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

<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                              ------------------
                                                                             Mar. 28,      Mar. 29,
                                                                               1999          1998
                                                                               ----          ----

<S>                                                                        <C>       <C>         
Interest expense .......................................................   $  2,671      $  2,672
Amortization of debt issuance costs ....................................        155           156
    Sub-total ..........................................................      2,826         2,828
Interest income ........................................................        (97)         (122)
    Interest expense, net of interest income ...........................   $  2,729      $  2,706
</TABLE>

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 28,  1999,  the Company  was party to $17.7  million of aluminum
futures contracts through nationally  recognized brokerage firms and major metal
brokers. These aluminum futures contracts are for periods between April 1999 and
December 1999, covering 29.9 million pounds of aluminum at prices expected to be
settled financially in cash as they reach their respective settlement dates. The
market  value of these  aluminum  futures  contracts at March 28, 1999 was $16.8
million.  The  Company  does not  engage in any  speculative  trading of futures
contracts.

10.    Commitments

       At March 28, 1999,  the Company had  commitments  with 11 North  American
suppliers  to purchase  77.6  million  pounds of primary  aluminum  and aluminum
billet  through  December 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.


                                        5

<PAGE>


11.    Contingencies

       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.

12.    Subsequent Event

       In April 1999, the Company  retained the  investment  banking firm of ING
Baring Furman Selz LLC to assist the Company in exploring strategic alternatives
to maximize shareholder value. The alternatives could include taking the Company
public, selling the Company, recapitalizing the Company or pursuing acquisitions
for profitable growth.


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 28,  1999 and March 29, 1998 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.


                                        6

<PAGE>

<TABLE>
<CAPTION>
       Statement of Operations Data:
                                                                     Three Months Ended

                                                                 Mar. 28,         Mar. 29,
Amounts in Thousands, Except Per Pound Data                        1999            1998
-------------------------------------------                        ----            ----

<S>                                                         <C>              <C>
Net Sales - Products ..................................     $    56,155      $    60,287
Net Sales - Metal .....................................              --            3,531
                                                            -----------      -----------
    Net Sales .........................................          56,155           63,818

Cost of Sales - Products ..............................          45,870           50,716
Cost of Sales - Metal .................................              --            3,498
LIFO Charges (Income) .................................              --             (520)
                                                            -----------      -----------

    Cost of Sales .....................................          45,870           53,694

Gross Profit ..........................................          10,285           10,124
Operating Profit ......................................           5,778            6,228
Net Earnings ..........................................     $     1,770     $      2,028

       Other Measurement Data:
                                                                     Three Months Ended

                                                                 Mar. 28,         Mar. 29,
Amounts in Thousands, Except Per Pound Data                        1999            1998
-------------------------------------------                        ----            ----

Pounds of Product Shipped .............................         39,560            39,047

Gross Sales - Products ................................     $   58,822      $     62,590
Gross Sales Price per Pound ...........................          1.487             1.603

Adjusted EBITDA ......................................      $    6,696      $      6,553
Adjusted EBITDA per Pound ............................           0.169             0.168

Average Market Price of Aluminum per Pound ...........      $    0.593      $      0.730
Market Price of Aluminum per Pound at Period-End .....           0.601             0.697
</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,  


                                        7

<PAGE>

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 a revolving  credit facility
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 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.

Three Months Ended March 28, 1999 Compared to Three Months Ended March 29, 1998

       The  Company's  net sales  decreased to $56.2 million in the three months
ended  March 28,  1999 from $63.8  million in the three  months  ended March 29,
1998,  a decrease of $7.6  million or 11.9%.  Net sales - products  decreased to
$56.2  million in the three months  ended March 28, 1999 from $60.3  million for
the three months ended March 29, 1998, a decrease of $4.1 million or 6.8%. Gross
sales of value added products,  which includes painted,  anodized and fabricated
products,  increased $1.5 million, or 4.5%, to $35.0 million in the three months
ended  March 28,  1999 from $33.5  million in the three  months  ended March 29,
1998. Gross sales of mill finished extrusions  decreased $5.3 million, or 18.2%,
to $23.8  million in the three months ended March 28, 1999 from $29.1 million in
the three months ended March 29, 1998. The gross sales price per pound decreased
by 7.2%,  reflecting  the  effect of a decline of $0.137 in the  average  market
price per pound of  aluminum  and a changing  customer  and  product mix in mill
finished sales,  offset by a higher  percentage of value added sales as compared
to mill finished  sales and an improved  customer and product mix in value added
sales.

       Pounds of product shipped  increased 0.6 million pounds, or 1.5%, to 39.6
million in the three  months  ended March 28, 1999 from 39.0  million  pounds of
product  shipped  in the  three  months  ended  March  29,  1998.  Shipments  to
commercial construction increased 0.9 million pounds, due to increased shipments
of storefront  systems in the  architectural  products  market.  In  residential
construction,  shipments  increased 0.9 million pounds, with increased shipments
to  residential  window  and door  accounts  and storm door  accounts  offset by
decreased  shipments  to  suppliers  to the mobile  home and  manufactured  home
market.  Shipments  to  transportation  decreased  0.7  million  pounds,  due to
decreased  shipments to a major truck  trailer  account.  In consumer  durables,
shipments  decreased  0.2 million  pounds,  reflecting  decreased  shipments  to
several office furniture accounts.  Shipments to equipment/electrical  decreased
0.9 million  pounds due to  decreased  shipments to a  manufacturer  of material
handling  systems.  The  increase  of 0.6 million  pounds to  distributors/other
resulted  from  increases  in shipments to  distributors  of specialty  products
serving the southeastern and midwestern markets.

       Cost of sales decreased to $45.9 million for the three months ended March
28, 1999 from $53.7 million in the three months ended March 29, 1998, a decrease
of $7.8 million or 14.5%. Cost of sales - products decreased to $45.9 million in
the three  months  ended March 28, 1999 from $50.7  million in the three  months
ended March 28, 1998, a decrease of $4.8 million or 9.5%. This decrease resulted
from a $5.2 million decrease in aluminum costs 


                                        8

<PAGE>

offset by a $0.4 million increase in operating  costs.  Variable costs per pound
increased  to $0.443 in the three months ended March 28, 1999 from $0.435 in the
three months ended March 29, 1998, a change of $0.008 per pound.  This  increase
was primarily  due to increased  labor costs,  shipping  costs and extrusion die
costs incurred as a result of a changing sales mix to lighter extrusion shapes.

       Gross profit  increased to $10.3  million in the three months ended March
28,  1999 from $10.1  million  in the three  months  ended  March 29,  1998,  an
increase of $0.2 million or 2.0%.

       Selling, general and administrative expenses increased to $4.5 million in
the three  months  ended  March 28, 1999 from $3.9  million in the three  months
ended March 29,  1998,  an increase of $0.6 million or 15.4%.  This  increase is
attributable  to increases in  compensation  expense of $0.3 million,  marketing
costs of $0.1 million and other administrative expenses of $0.2 million.

       Operating  profit  decreased  to $5.8  million in the three  months ended
March 28, 1999 from $6.2  million in the three  months  ended March 29,  1998, a
decrease of $0.4 million or 6.5%.

       Interest expense,  net of interest income,  was $2.7 million in the three
months ended March 28, 1999 and the three  months  ended March 29, 1998.  Income
tax expense  decreased  to $1.3 million in the three months ended March 28, 1999
from $1.5  million in the three  months ended March 29, 1998, a decrease of $0.2
million,  or 13.3%. The effective tax rates for the three months ended March 28,
1999 and March 29, 1998 were 41.9% and 42.4%, respectively,  which differed from
the federal statutory rate of 35% primarily due to the goodwill amortization and
state income taxes.

       Net  earnings  decreased  to $1.8 million in the three months ended March
28, 1999 from $2.0  million in the three months ended March 29, 1998, a decrease
of $0.2 million, or 10.0%.

       Adjusted  EBITDA (as defined  herein)  increased  to $6.7  million in the
three  months  ended March 28, 1999 from $6.6  million in the three months ended
March 29, 1998,  an increase of $0.1  million or 1.5%.  The increase in Adjusted
EBITDA  consisted  of increases in sales volume of $0.2 million and sales spread
of $1.0 million, offset by an increase in operating costs of $1.1 million. Sales
spread  increased  in spite of a continuing  decrease in aluminum  prices in the
three months  ended March 28,  1999,  which  resulted in market  indexed  prices
charged to customers declining more rapidly than the costs charged from aluminum
inventory.  Adjusted EBITDA per pound increased  slightly to $0.169 in the three
months ended March 28, 1999,  reflecting both the higher Adjusted EBITDA and the
increase in 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 28,  1999,  the Company had $105.0  million of Series B Notes
outstanding and no borrowings under a revolving credit facility.  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.


                                        9


<PAGE>

       The Company believes that cash flow from operating  activities,  together
with  borrowings  available  under  its  revolving  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.

       Cash Flows from Operating Activities

       Cash provided by operations for the three months ended March 28, 1999 was
$3.5  million as compared to $3.7  million for the three  months ended March 29,
1998, a decrease of $0.2  million or 5.4%.  Cash flow  decreased  primarily as a
result of reduced net earnings and an increase in net working capital.

       Total  working  capital at March 28, 1999 was $34.6  million  compared to
$32.3 million at December 31, 1998, an increase of $2.3 million or 7.1%. Changes
in working capital accounts,  including a $1.0 million increase in cash and cash
equivalents,  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.

       Cash Flows from Investing Activities

       Expenditures for property, plant and equipment for the three months ended
March  28,  1999 and  March  29,  1998  were  $0.6  million  and  $1.3  million,
respectively.  The higher  expenditure for the three months ended March 29, 1998
reflected  funds  spent on a major  upgrade  of an  extrusion  press  which  was
completed  in February  1998.  The Company  anticipates  that  expenditures  for
property,  plant and  equipment  will  approach  $4.0  million  in 1999 and will
average  $3.5  million  per  annum  in  the  following  four  years.   In  1999,
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

       In January 1999, the Company paid a cash dividend of $2.64 per share,  or
$1.9  million,  to the holders of its Class A common stock.  In March 1999,  the
Company received  $10,000  resulting from the exercise of 1,250 stock options at
an exercise price of $8.00 per option.

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 28,  1999,  the Company  was party to $17.7  million of aluminum
futures contracts through nationally  recognized brokerage firms and major metal
brokers. These aluminum futures contracts are for periods between April 1999 and
December 1999, covering 29.9 million pounds of aluminum at prices expected to be
settled financially in cash as they reach their respective settlement dates. The
market  value of these  aluminum  futures  contracts at March 28, 1999 was $16.8
million.  The  Company  does not  engage in any  speculative  trading of futures
contracts.


                                       10


<PAGE>

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
28, 1999 and March 29, 1998.

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  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  manufacturing  equipment and facilities and has
determined  that this system and the software and  manufacturing  equipment  and
facilities are 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  problems for its computer systems,
manufacturing  equipment  or  facilities.  However,  if  such  modifications  or
conversions are not made, or they are not completed timely,  the Year 2000 issue
could have a material impact on the operations of the Company.

       The Company is  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 modified or  converted on a timely basis by such  companies
and that  such  Year  2000  issues  would  not  have a  material  impact  on the
operations of the Company.

       The Company is  currently  inquiring  of its  significant  suppliers  and
subcontractors that do not share information systems with the Company ("external
agents").  To date,  the Company is not aware of any external  agent with a Year
2000 issue that would  materially  impact the Company's  results of  operations,
liquidity,  or capital resources.  However, the Company has no means of ensuring
that  external  agents will be Year 2000  compliant.  The  inability of external
agents to complete their Year 2000 resolution  process in a timely fashion could
materially  impact the Company.  The effect of non-compliance by external agents
is not determinable.

       Management of the Company  believes it has an effective  program in place
to resolve the Year 2000 issue in a timely manner.  As noted above,  the Company
has not yet completed all necessary phases of the Year 2000 program. The Company
does not believe the remaining phases would  significantly  impact the Company's
ability  to  take  customer  orders,  manufacture  and  ship  products,  invoice
customers or collect  payments.  However,  disruptions 


                                       11

<PAGE>

in the  economy  generally  resulting  from Year 2000  issues  could  materially
adversely  affect the Company.  The Company could be subject to  litigation  for
computer systems product failure;  for example,  computer  equipment shutdown or
failure to properly date business records. The amount of potential liability and
lost revenue cannot be reasonably estimated at this time.

       Except as described  above,  the Company has not  developed a contingency
plan for the  reasonably  likely worst case  scenario  concerning  the Year 2000
issue.  If a Year  2000  problem  were to  occur  that  the  Company  could  not
successfully  resolve, it could have a material adverse effect on the results of
operations and financial condition of the Company.

Commitments

       At March 28, 1999,  the Company had  commitments  with 11 North  American
suppliers  to purchase  77.6  million  pounds of primary  aluminum  and aluminum
billet  through  December 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.

Contingencies

       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 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.


Item 3.       Quantitative and Qualitative Disclosures About Market Risk

       See "Item 2. Management's  Discussion and Analysis of Financial Condition
and Results of Operations - Futures Contracts and Forward Sales Contracts."


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.


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<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 3, 1999


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