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


                       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 September 27, 1998

                                       OR

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



                                       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
(Address of Principal Executive Offices)                       21286
                                                             (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 November 10, 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 September 27, 1998 and December 31, 1997 (audited)              1

               Statements of Operations for the three months and the nine months ended
               September 27, 1998 and September 28, 1997                                            2

               Statements of Cash Flows for the nine months ended September 27, 1998
               and September 28, 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                                                          16


Signatures                                                                                         16
</TABLE>

<PAGE>


Part 1.                     Financial Information

Item 1.      Financial Statements

WELLS ALUMINUM CORPORATION
BALANCE SHEETS
(Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                                                          Sep. 27,        Dec. 31,
                                                                                                            1998            1997
                                                                                                        -----------       ---------
                                                                                                        (Unaudited)

                                                                 Assets
Current assets:
<S>                                                                                                      <C>              <C>      
    Cash and cash equivalents ....................................................................       $   7,987        $   5,352
    Accounts receivable, principally trade, less allowances of $914 and $825 .....................          31,863           30,599
   Inventories ...................................................................................          19,444           20,209
    Other current assets .........................................................................           1,346            1,444
                                                                                                         ---------        ---------
        Total current assets .....................................................................          60,640           57,604
Property, plant and equipment, at cost less accumulated depreciation .............................          27,858           27,269
Debt issuance costs, net of accumulated amortization of  $828 and $362 ...........................           3,921            4,387
Goodwill, net of accumulated amortization of $13,365 and $12,474 .................................          33,659           34,550
Other assets .....................................................................................           4,430            1,573
                                                                                                         ---------        ---------
       Total assets ..............................................................................       $ 130,508        $ 125,383
                                                                                                         =========        =========

                                                  Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable, principally trade ..........................................................       $  16,062        $  20,253
    Accrued expenses .............................................................................           8,335            7,362
                                                                                                         ---------        ---------
        Total current liabilities ................................................................          24,397           27,615
Long-term debt ...................................................................................         105,000          105,000
Deferred income taxes ............................................................................           6,287            5,804
Deferred benefit plan obligations ................................................................           3,408            3,032
                                                                                                         ---------        ---------
        Total liabilities ........................................................................         139,092          141,451
                                                                                                         =========        =========

Stockholders' equity:
    Common stock, Class A, par value $0.01 per share, 1,100,000 shares
        authorized and 909,005.0 share issued ....................................................               9                9
    Additional paid-in capital ...................................................................           1,215            1,215
    Accumulated deficit ..........................................................................          (9,321)         (16,805)
    Additional minimum pension liabilities .......................................................            (487)            (487)
                                                                                                         ---------        ---------
        Total stockholders' equity ...............................................................          (8,584)         (16,068)
                                                                                                         ---------        ---------

        Total liabilities and stockholders' equity ...............................................       $ 130,508        $ 125,383
                                                                                                         =========        =========
</TABLE>


See accompanying notes.


                                        1

<PAGE>

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

<TABLE>
<CAPTION>


                                                                   Three Months Ended                          Nine Months Ended  
                                                                         Sep. 27,       Sep. 28,        Sep. 27,          Sep. 28,
                                                                          1998            1997            1998              1997
                                                                      --------------   --------------  --------------    ---------
<S>                                                                <C>              <C>              <C>              <C>


Net sales ....................................................          $61,903          $72,916          $192,577        $192,954

Cost of sales ................................................           51,890           61,543           161,166         161,425
                                                                        =======          -------          --------        --------

Gross profit .................................................           10,013           11,373            31,411          31,529

Selling, general and administrative expenses .................            2,589            4,569            10,624          12,637

Compensation from settlement of employee
    stock option .............................................               --               --                --           4,070
                                                                        -------          -------          --------        --------

Operating profit .............................................            7,424            6,804            20,787          14,822

Interest expense, net of interest income .....................            2,702            2,774             8,109           5,723
                                                                        -------          -------          --------        --------

Earnings before income taxes and
    extraordinary item .......................................            4,722            4,030            12,678           9,099

Income taxes .................................................            1,989            1,714             5,194           3,951
                                                                        -------          -------          --------        --------

Earnings before extraordinary item ...........................            2,733            2,316             7,484           5,148

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

Net earnings .................................................          $ 2,733          $ 2,167          $  7,484        $  3,856
                                                                        =======          =======          ========        ========
</TABLE>

See accompanying notes.



                                        2

<PAGE>


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

<TABLE>
<CAPTION>

                                                                                                                Nine Months Ended
                                                                                                          --------------------------
                                                                                                              Sep. 27,      Sep. 28,
                                                                                                               1998          1997
                                                                                                          ----------      ---------
<S>                                                                                                 <C>                 <C>

Operating activities:                                                                            
                                                                                                 
Net earnings ........................................................................................    $     7,484      $   3,856

Adjustments to reconcile net earnings to net cash provided by
    operating activities:                                                                                             
        Depreciation and amortization. ..............................................................          3,099          3,173
        Settlement of employee stock options ........................................................             --          1,263
        Deferred income taxes .......................................................................            530           (117)
        Extraordinary loss on refinancing of debt ...................................................             --          1,292
        Pension curtailment gain ....................................................................         (1,564)            --
        Changes in operating assets and liabilities:                                                                  
            Accounts receivable, net ................................................................         (1,264)       (13,501)
            Inventories .............................................................................            765            619
            Accounts payable and accrued expenses ...................................................         (3,217)        12,054
            Other assets and liabilities ............................................................           (861)            21
                                                                                                          ----------      --------- 
Net cash provided by operating activities ...........................................................          4,972          8,660
                                                                                                          ----------      ---------

Investing activities:                                                                                                 

Purchase of property, plant and equipment ...........................................................        (2,337)         (1,171)
                                                                                                          ----------      ---------
Net cash used in investing activities ...............................................................        (2,337)         (1,171)
                                                                                                          ----------      ---------

Financing activities:

Principal payments on long-term debt ................................................................             --        (69,791)
Proceeds from long-term debt ........................................................................             --        134,700
Payments of debt issuance costs .....................................................................             --         (4,816)
Payment of special cash dividend ....................................................................             --        (55,990)
Repurchase of common stock ..........................................................................             --         (1,215)
                                                                                                          ----------      ---------
Net cash provided by financing activities ...........................................................             --          2,888
                                                                                                          ----------      ---------

Net increase in cash and cash equivalents ...........................................................          2,635         10,377
Cash and cash equivalents at beginning of year ......................................................          5,352            277
                                                                                                          ----------      ---------

Cash and cash equivalents at end of period ..........................................................     $    7,987      $  10,654
                                                                                                          ==========      ==========

</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 nine months ended September 27, 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 67% and 68% of
total inventories at September 27, 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:

<TABLE>
<CAPTION>

                                                                                                   Sep. 27,            Dec. 31,
                                                                                                      1998                1997
                                                                                                   ----------          ---------
<S>                                                                                            <C>                <C>

Raw materials ..................................................................................   $    9,736          $  11,840
Finished goods and work in progress ............................................................        9,856             10,658
Supplies .......................................................................................          492                471
                                                                                                   ----------          ---------
    Sub-total ..................................................................................       20,084             22,969
Less LIFO reserve ..............................................................................         (640)            (2,760)
                                                                                                   ----------          ---------
   Inventories .................................................................................   $   19,444          $  20,209
                                                                                                   ==========          =========
</TABLE>


                                       4

<PAGE>

6.           Related Party Transactions

             During the nine months ended  September  27, 1998 and September 28,
1997, the Company purchased aluminum from CVG Industria  Venezolana de Aluminio,
C.A. ("Venalum"),  which was, at such times, an owner of 180,362.5 shares of the
Company's  Class A common stock,  in amounts of $5.4 million and $32.7  million,
respectively.  The amounts payable to Venalum at September 27, 1998 and December
31, 1997 were $0 and $6.3 million.

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 September 27, 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:

<TABLE>
<CAPTION>

                                                                                  Three Months Ended             Nine Months Ended 
                                                                               --------------------------    -----------------------
<S>                                                                        <C>            <C>            <C>            <C>

                                                                                Sep. 27,       Sep. 28,       Sep. 27,     Sep. 28,
                                                                                 1998            1997          1998         1997
                                                                               --------        --------      --------      --------

Interest expense ...........................................................   $  2,672       $   2,761     $   8,017      $  5,577
Amortization of debt issuance costs ........................................        155             154           466           432
                                                                               --------        --------      --------      --------
    Sub-total ...............................................................     2,827           2,915         8,483         6,009
Interest income .............................................................      (125)           (141)         (374)         (286)
                                                                               --------        --------      --------      --------
    Interest expense, net of interest income ..................                $  2,702        $  2,774      $  8,109      $  5,723
                                                                               ========        ========      ========      ========
</TABLE>



                                       5
<PAGE>

10.          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 September  27, 1998,  the Company was party to $12.9  million of
aluminum futures contracts  through  nationally  recognized  brokerage firms and
major metal brokers.  These aluminum  futures  contracts are for periods between
October  1998 and November  1999,  covering  20.1 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.

11.          Curtailment of Pension Plan

             In September  1998,  the Company  approved the  termination  of the
Retirement Plan for Salaried Employees,  a defined benefit plan,  resulting in a
curtailment gain of $1.6 million. The gain has been included in selling, general
and administrative expenses in the Statement of Operations. The Company plans to
obtain the necessary  approval from federal  authorities  in 1999 and settle the
plan shortly thereafter.

12.          Commitments

             At September  27,  1998,  the Company had  commitments  with twelve
North American suppliers to purchase 54.6 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.

13.          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.

14.          Subsequent Event

             On October 16,  1998,  the Company  entered  into a Stock  Purchase
Agreement to repurchase  all of the Class A common stock of the Company owned by
Venalum for an aggregate  purchase price of $3.1 million.  Upon  consummation of
the repurchase, Venalum will no longer own any common stock of the Company.


                                       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      durables      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 and nine months ended  September 27, 1998 and September
28,  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,   extraordinary  items,  gain  from  curtailment  of  pension  plan  and
compensation  from settlement of employee stock options.  Adjusted EBITDA should
not be considered in isolation of, nor in substitute for, net income, cash flows
from  operations,  or other income or cash flow data prepared in accordance with
generally accepted accounting principles.

Statement of Operations Data:

<TABLE>
<CAPTION>

                                                                               Three Months Ended             Nine Months Ended   
                                                                            ------------------------       ------------------------
                                                                            Sep. 27,        Sep. 28,        Sep. 27,      Sep. 28,
                                                                              1998            1997            1998          1997
Amounts in Thousands, Except Per Pound Data                                 ---------      ---------       ---------     ---------
-------------------------------------------
<S>                                                                                   <C>           <C>              <C>    

                                                                                                                        
Net Sales - Products ..............................................         $  61,903      $  61,851       $ 189,048     $ 174,758
Net Sales - Metal .................................................                --         11,065           3,529        18,196
                                                                            ---------      ---------       ---------     ---------
    Net Sales .....................................................            61,903         72,916         192,577       192,954

Cost of Sales - Products ..........................................            52,916         51,006         159,795       142,079
Cost of Sales - Metals ............................................                --         10,918           3,492        17,792
LIFO Charges (Income) .............................................            (1,026)          (381)         (2,121)        1,554
                                                                            ---------      ---------       ---------     ---------
    Cost of Sales .................................................            51,890         61,543         161,166       161,425
Gross Profit ......................................................            10,013         11,373          31,411        31,529
Operating Profit ..................................................             7,424          6,804          20,787        14,822
Net Earnings ......................................................         $   2,733      $   2,167       $   7,484     $   3,856

</TABLE>



                                       7
<PAGE>

Other Measurement Data:

<TABLE>
<CAPTION>
                                                            Three Months Ended             Nine Months Ended   
                                                         ------------------------       -----------------------
                                                          Sep. 27,      Sep. 28,         Sep. 27,     Sep. 28,
Amounts in Thousands, Except Per Pound Data                1998           1997             1998          1997
                                                         ---------      ---------       ---------     ---------
<S>                                                                <C>            <C>                <C>

Pounds of Product Shipped .........................     42,594         40,363         125,775       115,453

Gross Sales - Products ............................  $  64,965      $  64,083       $ 197,524     $ 181,431
Gross Sales Price per Pound .......................      1.525          1.588           1.570         1.571

Adjusted EBITDA ...................................  $   5,776      $   7,342       $  19,735        23,187
Adjusted EBITDA per Pound .........................      0.136          0.182           0.157         0.201

Average Market Price of Aluminum per Pound ........  $    .639      $   0.780       $   0.684      $  0.774
Market Price of Aluminum per Pound at Period-End .          --             --           0.640         0.783

</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. The actual
impact on the Company from changes in aluminum prices is affected by a number of
factors including the specific timing and frequency of prices changes, the level
and turnover of aluminum  inventory,  and the lead and lag time between  selling
price  changes  and cost  changes in  aluminum  inventory.  If  aluminum  prices
decrease  (increase) over a period of several months,  the market indexed prices
charged to customers may decrease (increase) more rapidly than the costs charged
from the Company's aluminum inventory.

             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  method (LIFO).  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




                                       8
<PAGE>

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 metal sales.

Reclassification of Sales and Marketing End Use Data

             In 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 1998 and
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 September 27, 1998 Compared to Three Months Ended 
September 28, 1997

             The  Company's  net sales  decreased to $61.9  million in the three
months  ended  September  27, 1998 from $72.9  million in the three months ended
September 28, 1997, a decrease of $11.0 million or 15.1%. Net sales products was
$61.9  million for the three months ended  September  27, 1998 and September 28,
1997. Gross sales of value added products, which includes painted,  anodized and
fabricated  products,  increased $0.1 million,  or 0.3%, to $35.3 million in the
three months  ended  September  27, 1998 from $35.2  million in the three months
ended September 28, 1997. Gross sales of mill finished extrusions increased $0.9
million,  or 3.1%, to $29.8 million in the three months ended September 27, 1998
from $28.9 million in the three months ended September 28, 1997. The gross sales
price  per pound  decreased  by 3.8%,  reflecting  a higher  percentage  of mill
finished  sales as  compared to value  added  sales,  the effect of a decline of
$0.141 in the average market price per pound of aluminum and a changing customer
and product mix in value added sales, offset by an improved customer and product
mix in mill finished sales.

             Pounds of product shipped increased 2.2 million pounds, or 5.4%, to
42.6  million in the three  months  ended  September  27, 1998 from 40.4 million
pounds of  product  shipped  in the  three  months  ended  September  28,  1997.
Shipments to commercial construction increased 0.4 million pounds, primarily due
to increased shipments for several large architectural  projects. In residential
construction,  shipments  increased 0.1 million pounds, with increased shipments
to  suppliers  to the  mobile  home  and  manufactured  home  market  offsetting
decreased  shipments  to suppliers to the  residential  door and window  market.
Shipments  to  transportation  increased  0.2  million  pounds,  with  increased
shipments   to  truck   trailer,   specialty   trailer   and  other   speciality
transportation  accounts  offsetting  declines  in  delivery  van  accounts.  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,  with decreased shipments to
manufacturers  of material  handling systems and specialty  industrial  products
offsetting gains in shipments to electrical/electronic accounts. The increase of
1.2 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 $51.9 million for the three months ended
September  27, 1998 from $61.5  million in the three months ended  September 28,
1997, a decrease of $9.6 million or 15.6%. Cost of sales - products



                                       9
<PAGE>

increased to $52.9  million in the three months  ended  September  27, 1998 from
$51.0 million in the three months ended  September 28, 1997, an increase of $1.9
million  or  3.7%.  This  increase  resulted  from a $1.6  million  increase  in
operating costs and a $0.3 million  increase in aluminum  costs.  Variable costs
per pound  increased to $0.441 in the three months ended September 27, 1998 from
$0.433 in the three  months  ended  September  28,  1997, a change of $0.008 per
pound. This increase was primarily due to additional  overtime costs in response
to the  increase in sales  volume and the effect of initial  lower  productivity
related to the use of temporary employees and the hiring of new personnel.

             Gross profit  decreased to $10.0  million in the three months ended
September  27, 1998 from $11.4  million in the three months ended  September 28,
1997, a decrease of $1.4 million or 12.3%.

             Selling,  general and  administrative  expenses  decreased  to $2.6
million in the three  months ended  September  27, 1998 from $4.6 million in the
three months ended September 28, 1997, a decrease of $2.0 million or 43.5%. This
decrease is primarily attributable to a decrease in compensation expense of $0.6
million  and a gain  of $1.6  million  resulting  from  the  curtailment  of the
Retirement  Plan for Salaried  Employees,  a defined  benefit plan, in September
1998.

             Operating  profit  increased  to $7.4  million in the three  months
ended  September 27, 1998 from $6.8 million in the three months ended  September
28, 1997, an increase of $0.6 million or 8.8%.

             Interest expense, net of interest income, decreased to $2.7 million
in the three  months  ended  September  27, 1998 from $2.8  million in the three
months ended September 28, 1997, a decrease of $0.1 million, or 3.6%. Income tax
expense  increased to $2.0 million in the three months ended  September 27, 1998
from $1.7 million in the three months ended  September  28, 1997, an increase of
$0.3  million,  or 17.6%.  The  effective  tax rates for the three  months ended
September 27, 1998 and  September  28, 1997 were 42.1% and 42.5%,  respectively,
which  differed  from the federal  statutory  rate of 35%  primarily  due to the
goodwill amortization and state income taxes.

             Net  earnings  increased  to $2.7 million in the three months ended
September  27, 1998 from $2.2 million in the three months  ended  September  28,
1997, an increase of $0.5 million,  or 22.7%. This increase was due to the above
described  factors and the incurrence of an  extraordinary  loss of $0.2 million
(net of  applicable  income  taxes of $0.1  million) in the three  months  ended
September 28, 1997 on the  refinancing  of debt related to the  Recapitalization
(as described herein).

             Adjusted  EBITDA (as defined  herein)  decreased to $5.8 million in
the three months ended  September 27, 1998 from $7.4 million in the three months
ended  September  28, 1997, a decrease of $1.6 million or 21.6%.  The decline in
Adjusted  EBITDA  consisted of a decrease in sales spread of $1.2 million and an
incremental increase in operating costs of $1.1 million,  offset by $0.7 million
from  increased  sales volume.  The decrease in sales spread was affected by the
continuing  decrease in aluminum  prices in the three months ended September 27,
1998,  since market indexed  prices  charged to customers  declined more rapidly
than the costs  charged  from  aluminum  inventory.  Adjusted  EBITDA  per pound
decreased  $0.046 to  $0.136  in the three  months  ended  September  27,  1998,
reflecting  both the lower Adjusted  EBITDA and the increased  pounds of product
shipped.

Nine Months Ended September 27, 1998 Compared to Nine Months Ended 
September 28, 1997

             The  Company's  net sales  decreased to $192.6  million in the nine
months  ended  September  27, 1998 from $193.0  million in the nine months ended
September  28,  1997,  a decrease of $0.4  million or 0.2%.  Net sales  products
increased  to $189.1  million in the nine months ended  September  27, 1998 from
$174.8 million in the nine months ended September 28, 1997, an increase of $14.3
million or 8.2%. Gross sales of value added products increased $6.5 million,  or
6.5%, to $106.8 million in the nine months ended  September 27, 1998 from $100.3
million  in the nine  months  ended  September  28,  1997.  Gross  sales of mill
finished  extrusions  increased $9.6 million,  or 11.8%, to $90.7 million in the
nine months ended September 27, 1998 from $81.1 million in the nine months ended
September  28,  1997.  The  gross  sales  price  per  pound  declined  slightly,
reflecting a higher percentage of mill finished sales as compared to value added
sales, the effect of a decline of $0.090 in the average market price



                                       10
<PAGE>

per pound of  aluminum  and a changing  customer  and product mix in value added
sales, offset by an improved customer and product mix in mill finished sales.

             Pounds of product shipped  increased 10.3 million pounds,  or 8.9%,
to 125.8 million in the nine months ended  September 27, 1998 from 115.5 million
pounds of product shipped in the nine months ended September 28, 1997. Shipments
to  commercial  construction  increased  1.7 million  pounds,  primarily  due to
increased  shipments for several large  architectural  projects.  In residential
construction,  shipments  increased  1.3 million  pounds,  reflecting  increased
shipments  to suppliers to the mobile and  manufactured  home market  offsetting
decreased  shipments  to suppliers to the  residential  door and window  market.
Shipments  to  transportation  increased  3.6  million  pounds,  with  increased
shipments to major truck trailer  manufacturers  offsetting declines in delivery
van accounts.  In consumer  durables,  shipments  increased 2.1 million  pounds,
reflecting  increased  shipments to  manufacturers  of pleasure boats and office
furniture.  Shipments  to  equipment/electrical  decreased  0.3 million  pounds,
primarily  due to a decline in shipments to one  specialty  industrial  account,
offset by increased shipments to electrical/electronic accounts. The increase of
1.9 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 $161.2 million for the nine months ended
September  27, 1998 from $161.4  million in the nine months ended  September 28,
1997, an decrease of $0.2 million or 0.1%. Cost of sales - products increased to
$159.8  million in the nine months ended  September 27, 1998 from $142.1 million
in the nine months ended  September  28, 1997,  an increase of $17.7  million or
12.5%.  This increase  resulted from a $7.7 million  increase in operating costs
and a $10.1  million  increase  in  aluminum  costs.  Variable  costs  per pound
increased to $0.441 in the nine months ended  September  27, 1998 from $0.421 in
the nine months ended  September  28,  1997, a change of $0.020 per pound.  This
increase was primarily due to additional  costs  associated with a major upgrade
of an  extrusion  press,  the effect of a 4 1/2 week work  stoppage at one plant
location,  additional  overtime  costs  incurred in response to the  increase in
sales volume and the effect of initial lower productivity  related to the use of
temporary help and the hiring of new personnel.

             Gross profit  decreased  to $31.4  million in the nine months ended
September  27, 1998 from $31.5  million in the nine months ended  September  28,
1997, a decrease of $0.1 million or 0.3%.

             Selling,  general and  administrative  expenses  decreased to $10.6
million in the nine months ended  September  27, 1998 from $16.7  million in the
nine months ended September 28, 1997, a decrease of $6.1 million or 36.5%.  This
decrease is primarily attributable to a decrease in compensation expense of $4.8
million,  of which $4.1  million  related to the  settlement  of employee  stock
options as part of the  Recapitalization  of the Company (as described  herein),
and a gain of $1.6 million resulting from the curtailment of the Retirement Plan
for Salaried Employees, a defined benefit plan, in September 1998.

             Operating  profit  increased  to $20.8  million in the nine  months
ended  September 27, 1998 from $14.8 million in the nine months ended  September
28, 1997, an increase of $6.0 million or 40.5%.

             Interest expense, net of interest income, increased to $8.1 million
in the nine months ended September 27, 1998 from $5.7 million in the nine months
ended September 28, 1997, an increase of $2.4 million,  or 42.1%.  This increase
was mainly attributable to the increase in debt outstanding and higher effective
interest  rates  as a  result  of the  Recapitalization,  offset  in  part by an
increase in interest income. Income tax expense increased to $5.2 million in the
nine months ended  September 27, 1998 from $4.0 million in the nine months ended
September  28, 1997, an increase of $1.2  million,  or 30.0%.  The effective tax
rates for the nine months ended  September  27, 1998 and September 28, 1997 were
41.0% and 43.4% respectively,  which differed from the federal statutory rate of
35% primarily due to the goodwill amortization and state income taxes.

             Net  earnings  increased  to $7.5  million in the nine months ended
September  27, 1998 from $3.9  million in the nine months  ended  September  28,
1997,  an increase of $3.6 million or 92.3%.  This increase was due to the above
described  factors and the incurrence of an  extraordinary  loss of $1.3 million
(net of applicable income taxes



                                       11
<PAGE>

of $0.8 million) in the nine months ended  September 28, 1997 on the refinancing
of debt related to the Recapitalization (as described herein).

             Adjusted EBITDA (as defined  herein)  decreased to $19.7 million in
the nine months ended  September  27, 1998 from $23.2 million in the nine months
ended  September  28, 1997, a decrease of $3.5 million or 15.1%.  The decline in
Adjusted EBITDA  consisted of an increase in sales spread of $0.8 million and an
incremental increase in operating costs of $6.5 million,  offset by $2.2 million
from  increased  sales volume.  Adjusted  EBITDA per pound  decreased  $0.044 to
$0.157 in the nine months ended  September 27, 1998,  reflecting  both the lower
Adjusted EBITDA and the 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 September 27, 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 is 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.

             Cash Flows from Operating Activities

             Cash provided by operations for the nine months ended September 27,
1998 was $5.0  million as  compared to $8.7  million  for the nine months  ended
September  28, 1997, a decrease of $3.7  million or 31.0%.  Cash flow  decreased
primarily  as  a  result  of  a  decrease  in  accounts   payable,   changes  in
non-recurring items related to the settlement of employee stock options, and the
extraordinary  loss on refinancing of debt as part of the  Recapitalization  (as
described herein).

             Total  working  capital at  September  27,  1998 was $36.2  million
compared to $30.0  million at December 31, 1997,  an increase of $6.2 million or
20.7%.  Cash and cash equivalents  increased $2.6 million to $8.0 million due in
part to the terms and conditions of the Series B Notes  outstanding.  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.

             Cash Flows from Investing Activities

             Expenditures for property,  plant and equipment for the nine months
ended  September  27, 1998 and  September  28,  1997 were $2.3  million and $1.2
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
$3.0 million in 1998 and will  average  $3.5 million per annum in the  following
four years.  In 1998,  approximately  $2.2  million of the annual  $3.0  million
expenditure is expected to be invested in productivity improvements and capacity
enhancements, with the remainder expected to



                                       12
<PAGE>

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 (the "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.

             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.

             Repurchase of Common Stock

             On October 16,  1998,  the Company  entered  into a Stock  Purchase
Agreement to repurchase  all of the Class A common stock of the Company owned by
CVG Industria Venezolana de Aluminio, C.A. ("Venalum") for an aggregate purchase
price of $3.1 million.  Upon  consummation  of the  repurchase,  Venalum will no
longer own any common stock of the Company.

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.



                                       13
<PAGE>

             At September  27, 1998,  the Company was party to $12.9  million of
aluminum futures contracts  through  nationally  recognized  brokerage firms and
major metal brokers.  These aluminum  futures  contracts are for periods between
October  1998 and November  1999,  covering  20.1 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 and nine
months ended September 27, 1998 and September 28, 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 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 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  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



                                       14
<PAGE>

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  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,  equipment  shutdown or failure to properly date business
records. The amount of potential liability and lost revenue cannot be reasonably
estimated at this time.

             The Company plans to evaluate and  determine  whether a contingency
plan is necessary in 1999.

Commitments

             At September  27,  1998,  the Company had  commitments  with twelve
North American suppliers to purchase 54.6 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.



                                       15
<PAGE>


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.


                                   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: November 10, 1998



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