SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------

FORM 10-K/A
Amendment No. 1

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2000
OR

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

Commission File Number 0-27918
---------------

CENTURY ALUMINUM COMPANY
(Exact name of registrant as specified in its charter)

Delaware 13-3070826
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

2511 Garden Road
Building A, Suite 200
Monterey, California 93940
(Address of registrant's principal (Zip Code)
offices)

Registrant's telephone number, including area code (831) 642-9300

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class Name of each exchange on which registered
Common Stock, $0.01 par value per share NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in a definitive proxy or information
statement incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

As of April 16, 2001, 20,477,954 shares of common stock of the registrant
were issued and outstanding. Based upon the NASDAQ closing price on April 16,
2001, the aggregate market value of the common stock held by non-affiliates of
the registrant was $22,815,039.

Documents Incorporated by Reference: None.
================================================================================

Explanatory Note: The purpose of this amendment is to include the
information required under Part III, Items 10-13 of the report on Form 10-K for
Century Aluminum Company (the "Company" or "Century") for the year ended
December 31, 2000.

PART III.

Item 10. Directors and Executive Officers of the Registrant

The Company's Board of Directors consists of eight members, divided into
three classes: Class I, Class II and Class III. Directors in each such class are
elected to serve for three-year terms, with each class standing for election in
successive years.

Class I Directors with Terms to Expire in 2003

Business Experience and Principal Occupation or Director
Name and Age Employment During Past 5 Years; Other Directorships Since
- ------------ --------------------------------------------------- -----

Roman A. Bninski (1) ................54 Partner, law firm of Curtis, Mallet-Prevost, Colt & 1996
Mosle LLP, New York, New York since 1984; Secretary
of Century Aluminum of West Virginia, Inc. (formerly
known as Ravenswood Aluminum Corporation and a
subsidiary of the Company) from April 1992 through
February 1996.

Stuart M. Schreiber (2) .............47 Founder and Managing Director, Integis, Inc. since 1999
1997; former partner, Heidrick & Struggles from 1988
to 1997.

Willy R. Strothotte..................57 Chief Executive Officer of Glencore International AG 1996
since 1993 and Chairman of the Board of Glencore
International AG since 1994; Chairman of the Board of
Xstrata AG (formerly Sudelektra Holding AG) since
1990.

Class II Directors with Terms to Expire in 2001

John C. Fontaine (1) (2).............69 Of Counsel, law firm of Hughes Hubbard & Reed LLP 1996
since January 2000 and partner from July 1997 to
December 1999; President of Knight-Ridder, Inc. from
July 1995 to July 1997; Senior Vice President and
General Counsel of Knight-Ridder, Inc. from 1987 to
January 1994, and Executive Vice President from
January 1994 to July 1995; Chairman of the Samuel H.
Kress Foundation.

Gerald A. Meyers.....................51 President and Chief Operating Officer of the Company 1995
since August 1995; President and Chief Operating
Officer of Century Aluminum of West Virginia, Inc.
since January 1993 and Director of Century Aluminum
of West Virginia, Inc. since April 1994; Operations
Manager of Logan Aluminum (joint venture between
Alcan Aluminum Limited and Atlantic Richfield
Company) from November 1988 to December 1992.

- ----------
(Table continued on following page)

- ----------
(Table continued from previous page)

Class II Directors with Terms to Expire in 2001

John P. O'Brien (1)..................59 Managing Director of Inglewood Associates since 1990 2000
after serving as Southeast Regional Managing Partner
for Price Waterhouse from 1985 though 1990; Chairman
of Allied Construction Products and a Director of
American Italian Pasta Co. and International Total
Services, Inc.

Class III Directors with Terms to Expire in 2002

Craig A. Davis ......................60 Chairman and Chief Executive Officer of the Company 1995
since August 1995; Chairman and Chief Executive
Officer of Century Aluminum of West Virginia, Inc.
since August 1995; Chairman and acting Chief
Executive Officer of Century Aluminum of West
Virginia, Inc. from April 1992 through July 1995;
Director of Glencore International AG since December
1993 and Executive of Glencore International AG from
September 1990 to June 1996; former Executive Vice
President of Alumax Inc.

William R. Hampshire (2).............73 Vice-Chairman of the Company since August 1995; 1995
President and Chief Operating Officer of Century
Aluminum of West Virginia, Inc. from April 1992
through January 1993; Director of Century Aluminum
of West Virginia, Inc. since June 1993; Independent
consultant since 1990; former President and Chief
Executive Officer of Howmet Aluminum Corporation.
- -----------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.

Mr. Strothotte was designated to serve as a director of the Company by
Glencore International AG.

Information regarding executive officers is included in Part I, Item 4 of
the Company's report on Form 10-K for the year ended December 31, 2000 under the
heading Executive Officers of the Registrant.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons owning more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission reports of ownership and changes in
ownership of equity securities of the Company. Such persons are also required to
furnish the Company with copies of all such forms.

Based solely upon a review of the copies of such forms furnished to the
Company and, in certain cases, written representations that no Form 5 filings
were required, the Company believes that, with respect to the 2000 fiscal year,
all required Section 16(a) filings were timely made, except that a Form 3 for
Mr. E. Jack Gates and a Form 4 for Mr. John P. O'Brien were not timely filed.

Item 11. Executive Compensation

Directors' Compensation

Directors who are full-time salaried employees of the Company are not
compensated for their service on the Board or on any Board Committee.
Non-employee directors receive an annual retainer of $26,000 for their services,
except that the Vice-Chairman receives an annual retainer of $31,000. In
addition, each non-employee director receives a fee of $1,000 for each Board or
Committee meeting attended. All directors are reimbursed for their travel and
other expenses incurred in attending Board and Committee meetings.

Under the Company's Non-Employee Directors Stock Option Plan, each director
who is not an employee of the Company received a one-time grant of options to
purchase 10,000 shares of common stock, and the Vice-Chairman received a
one-time grant of options to purchase 25,000 shares of common stock. Such grants
became effective upon the consummation of the Company's initial public offering
at an exercise price equal to the initial public offering price, except in the
cases of Messrs. Fontaine, Schreiber, Strothotte and O'Brien, whose grants
became effective upon their election as directors at an exercise price equal to
the market price of the common stock at such times. The options vested one-third
on the grant date, with an additional one-third vesting on each of the first and
second anniversaries of the grant date. In addition, the Non-Employee Directors
Stock Option Plan provides for automatic annual grants of options to purchase
2,000 shares of common stock at fair market value to each non-employee director
continuing in office after the annual meeting of stockholders in each year.

Summary Compensation Table

The following table sets forth information with respect to the compensation
paid or awarded by the Company to the Chief Executive Officer and the four other
most highly compensated executive officers (collectively, the "Named Executive
Officers") for services rendered in all capacities during 1998, 1999 and 2000.

Long-term Compensation
Annual Compensation Awards/Payouts
--------------------- ----------------------
Performance
Restricted Shares
Name and Principal Stock Vested All Other
Position Year Salary($) Bonus($) Awards($)(1) ($)(2) Compensation($)(3)
- ---------------------------- ---- -------- -------- ----------- ----------- ------------------

Craig A. Davis 2000 $651,598 $540,000 -0- -0- $16,975
Chairman and Chief 1999 $615,442 $800,000 -0- -0- $ 8,442
Executive Officer 1998 $583,327 $537,000 -0- $ 193,241 $ 8,056

Gerald A. Meyers 2000 $294,812 $175,000 -0- -0- $ 9,984
President and Chief 1999 $278,829 $350,000 -0- -0- $ 7,165
Operating Officer 1998 $263,311 $185,000 -0- $ 87,840 $ 6,935

Gerald J. Kitchen 2000 $233,683 $136,000 -0- -0- $13,218
Executive Vice 1999 $221,064 $285,000 -0- -0- $ 6,888
President, General 1998 $208,824 $146,750 -0- $ 52,700 $ 6,748
Counsel, Chief
Administrative
Officer and Secretary

David W. Beckley 2000 $231,855 $134,500 -0- -0- $30,217(4)
Executive Vice 1999 $220,611 $165,000 -0- -0- $ 6,888
President and Chief 1998 $208,416 $126,500 -0- $ 52,700 $ 6,748
Financial Officer

Daniel J. Krofcheck 2000 $145,988 $ 95,000 $ 328,250 -0- $ 9,339
Vice President and 1999 $132,317 $100,000 -0- -0- $ 6,622
Treasurer 1998 $131,965 $ 10,000 -0- $ 16,307 $97,108(5)

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

(1) The Company made restricted share awards in March of 1996 in the following
amounts to the following Named Executive Officers: Craig A. Davis, 150,000;
Gerald A. Meyers, 100,000; Gerald J. Kitchen, 80,000; and David W. Beckley,
80,000. Restricted shares vested one-third on March 28, 1999, one-third on
March 28, 2000 and the final one-third vested on March 28, 2001. The
aggregate number and value (based upon the last reported sale price of
$11.38 of the Company's common stock on the NASDAQ National Market on
December 29, 2000) of unvested restricted shares held by the following
Named Executive Officers as of December 31, 2000 (without giving effect to
the final vesting of restricted shares on March 28, 2001) was as follows:
Mr. Davis, 50,000 ($569,000); Mr. Meyers, 33,334 ($379,341); Mr. Kitchen,
26,668 ($303,482); and Mr. Beckley, 26,668 ($303,482). The value reflected
for Daniel J. Krofcheck represents the dollar value of the restricted share
award of 25,000 shares made by the Company to Mr. Krofcheck on March 9,
2000 and is based upon the last reported sale price of $13.13 of the
Company's common stock on the NASDAQ National Market on March 9, 2000. Mr.
Krofcheck's restricted shares vested one-third on January 2, 2001, with an
additional one-third vesting on each of January 2, 2002 and January 2,
2003. The aggregate number and value (based upon the last reported sale
price of $11.38 of the Company's common stock on the NASDAQ National Market
on December 29, 2000) of the unvested restricted shares held by Mr.
Krofcheck as of December 31, 2000 (without giving effect to the vesting of
shares on January 2, 2002) was 25,000 ($284,500). Dividend equivalents
accrue on restricted shares and are paid upon vesting. The aggregate amount
of accrued dividend equivalents paid to the following Named Executive
Officers upon vesting (without giving effect to the final vesting of
restricted shares on March 28, 2001) was as follows: Craig A. Davis,
$70,000; Gerald A. Meyers, $46,666; Gerald J. Kitchen, $37,332; and David
W. Beckley, $37,332. No dividend equivalents had been paid to Mr. Krofcheck
through December 31, 2000.

(2) Represents performance share units vested as a result of 1998 performance,
valued at the last reported sale price of $9.438 of the Company's common
stock on the NASDAQ National Market on December 31, 1998. Also includes
accrued dividends paid to Messrs. Davis, Meyers, Kitchen, Beckley and
Krofcheck upon the vesting of the performance share units in the amounts of
$4,010, $1,823, $1,094, $1,094, and $338, respectively.

(3) All other compensation is comprised of the Company's matching contributions
under the Company's Defined Contribution Retirement Plan for each of the
Named Executive Officers. In 2000, those contributions were $6,300 for each
of Messrs. Davis, Meyers, Kitchen and Beckley and $5,360 for Mr. Krofcheck.
All other compensation also includes Company paid life insurance premiums
in 2000 in the amounts of $10,675, $3,684, $6,918, $2,650, and $3,979 for
Messrs. Davis, Meyers, Kitchen, Beckley and Krofcheck, respectively.

(4) Includes, for Mr. Beckley, reimbursement of interest expense incurred in
connection with funds borrowed to pay estimated taxes on the value of
common shares issued upon vesting of performance share grants.

(5) Includes one-time relocation and related costs in the amount of $96,610
relating to Mr. Krofcheck's relocation to Monterey, California.

Fiscal Year End Option Value Table

The following table sets forth information regarding the aggregate number
and value of options held by the Named Executive Officers as of December 31,
2000.

Number of Shares
Underlying Unexercised Options Value of Unexercised Options
at December 31, 2000 (#)(1) at December 31, 2000 ($)(2)
-------------------------- ----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
----------------------------- ----------- ------------- ----------- -------------

Craig A. Davis 150,000 0 $0 --
Gerald A. Meyers 100,000 0 $0 --
Gerald J. Kitchen 61,666(3) 0 $0 --
David W. Beckley 80,000 0 $0 --
Daniel J. Krofcheck 10,000 0 $0 --
- -------------------

(1) The options shown in the table for the first four Named Executive Officers
were granted in March 1996, at an exercise price of $13.00 per share. The
options became exercisable in three installments: one-third on the date of
grant and one-third on each of the first and second anniversaries of the
date of grant. The options shown in the table for Mr. Krofcheck were
granted in September 1997 at an exercise price of $16.25 per share, and
became exercisable one-third in January 1998, one-third in January 1999 and
one-third in January 2000.

(2) Value is calculated on the basis of the difference between the option
exercise price and the last reported sale price of the Company's common
stock on the NASDAQ National Market on December 29, 2000 of $11.38,
multiplied by the number of shares underlying the respective options.

(3) Excludes 18,334 options beneficially owned by Mr. Kitchen's former spouse.

Pension Plan Table

The Company maintains a non-contributory defined benefit pension plan for
salaried employees of the Company who meet certain eligibility requirements.

The following table shows estimated annual benefits payable upon retirement
in specified compensation and years of service classifications. The figures
shown include supplemental benefits payable to the Named Executive Officers.

Years of Credited Service
Remuneration 5 10 15 20 25 30 35 40
------------ ------- ------- ------- -------- -------- -------- -------- --------

$ 100,000 $ 7,500 $ 15,000 $ 22,500 $ 30,000 $ 37,500 $ 45,000 $ 52,500 $ 60,000
$ 200,000 $15,000 $ 30,000 $ 45,000 $ 60,000 $ 75,000 $ 90,000 $105,000 $120,000
$ 300,000 $22,500 $ 45,000 $ 67,500 $ 90,000 $112,500 $135,000 $157,500 $180,000
$ 400,000 $30,000 $ 60,000 $ 90,000 $120,000 $150,000 $180,000 $210,000 $240,000
$ 500,000 $37,500 $ 75,000 $112,500 $150,000 $187,500 $225,000 $262,500 $300,000
$ 600,000 $45,000 $ 90,000 $135,000 $180,000 $225,000 $270,000 $315,000 $360,000
$ 700,000 $52,500 $105,000 $157,500 $210,000 $262,500 $315,000 $367,500 $420,000
$ 800,000 $60,000 $120,000 $180,000 $240,000 $300,000 $360,000 $420,000 $480,000
$ 900,000 $67,500 $135,000 $202,500 $270,000 $337,500 $405,000 $472,500 $540,000
$1,000,000 $75,000 $150,000 $225,000 $300,000 $375,000 $450,000 $525,000 $600,000
$1,100,000 $82,500 $165,000 $247,500 $330,000 $412,500 $495,000 $577,500 $660,000
$1,200,000 $90,000 $180,000 $270,000 $360,000 $450,000 $540,000 $630,000 $720,000
$1,300,000 $97,500 $u195,000 $292,500 $390,000 $487,500 $585,000 $682,500 $780,000

The plan provides lifetime monthly benefits starting at age 62 equal to the
greater of (i) 1.5% of final average monthly compensation multiplied by years of
credited service (up to 40 years), or (ii) $22.25 multiplied by years of
credited service (up to 40 years), less the total monthly vested benefit payable
as a life annuity at age 62 under plans

of a predecessor. Final average monthly compensation means the highest
consecutive monthly average (36, 48 or 60 months) in the 120-month period ending
on the last day of the calendar month completed at or prior to a termination of
service. Participants' pension rights vest after a five-year period of service,
except that the Named Executive Officers are immediately vested. Benefits are
also available as a 30-year pension, an early retirement benefit (actuarially
reduced beginning at age 55) and as a disability benefit.

The compensation covered by the plan includes all compensation, subject to
certain exclusions, before any reduction for 401(k) contributions, subject to
the maximum limits under the Internal Revenue Code of 1986, as amended (the
"Code").

The years of credited service for Messrs. Davis, Meyers, Kitchen, Beckley
and Krofcheck, at December 31, 2000, were approximately 8, 8, 5, 5 and 3,
respectively.

Employment Agreements

The Company entered into employment agreements with each of Messrs. Craig
A. Davis, Gerald A. Meyers, Gerald J. Kitchen and David W. Beckley, effective
January 1, 1999, providing for terms of employment of three years. Under the
agreements, the base salaries of Messrs. Davis, Meyers, Kitchen and Beckley may
not be reduced below $610,000, $278,500, $222,500 and $222,500, respectively.
The agreements provide that the base salaries may be subject to increases
established from time to time by the Board of Directors. In addition, the
executives are eligible for bonuses in accordance with the Company's annual
incentive plan and stock option grants and performance share unit awards under
the Company's 1996 Stock Incentive Plan. The agreements also provide that the
executives will receive unfunded supplemental executive retirement benefits in
addition to any benefits received under the Company's qualified retirement
plans. The supplemental benefit for each executive will be equal to the amount
that would normally be paid under the Company's qualified retirement plans if
there were no limitations under Sections 415 and 401(a)(17) of the Code and as
if the executives were fully vested in the qualified retirement plan benefits.
In the event of termination of employment "without cause," the terminated
executive will be entitled to receive termination payments equal to 100% of his
base salary and bonus (based on the highest annual bonus payment within the
prior three years) for the remainder of the term of the agreement (with a
minimum of one year's salary plus bonus). Any termination payments under the
employment agreements may not be duplicated under the severance compensation
agreements described below.

Severance Compensation Arrangements

The Company has entered into severance compensation agreements with each of
Messrs. Craig A. Davis, Gerald A. Meyers, Gerald J. Kitchen and David W.
Beckley. The agreements provide that if within 36 months following a change of
control of the Company, the executive's employment is terminated either (i) by
the Company for other than cause or disability or (ii) by such executive for
good reason, then such executive will receive a lump sum payment equal to three
times the aggregate of the highest base salary and the highest bonus received by
such executive in any of the most recent five years. Also, in the event of a
change of control, the exercisability of stock options and the vesting of
performance share units held by such executives will be accelerated.

The Code imposes certain excise taxes on, and limits the deductibility of,
certain compensatory payments made by a corporation to or for the benefit of
certain individuals if such payments are contingent upon certain changes in the
ownership or effective control of the corporation or the ownership of a
substantial portion of the assets of the corporation, provided that such
payments to the individual have an aggregate present value in excess of three
times the individual's annualized includible compensation for the base period,
as defined in the Code. The agreements provide for additional payments to the
executives in order to fully offset any excise taxes payable by an executive as
a result of the payments and benefits provided in the agreements.

Compensation Committee Interlocks And Insider Participation

During 2000, the members of the Board's Compensation Committee were Messrs.
John C. Fontaine, William R. Hampshire and Stuart M. Schreiber. Mr. Hampshire
served as President and Chief Operating Officer of Century Aluminum of West
Virginia, Inc. (formerly Ravenswood Aluminum Corporation and a subsidiary of the
Company) from April 1992 through January 1993.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information concerning the
beneficial ownership of the Company's common stock as of April 16, 2001 (except
as otherwise noted) by (i) each person known by the Company to be the beneficial
owner of five percent or more of the outstanding shares of common stock, (ii)
each director of the Company, (iii) each executive officer of the Company named
in the Summary Compensation Table under the heading "Executive Compensation"
below, and (iv) all directors and executive officers of the Company as a group.
All of the issued and outstanding shares of the Company's convertible preferred
stock are held by Glencore International AG, as set forth more fully in footnote
2 below.

Amount and Nature of Percentage
Name of Beneficial Owner Beneficial Ownership(1) of Class
- ------------------------ ---------------------- -----------

Glencore International AG .................................. 9,320,089(2) 42.8
Wellington Management Company, LLP ......................... 2,000,000(3) 9.8
Vanguard/Windsor Funds - Windsor Fund ...................... 2,000,000(4) 9.8
Dimensional Fund Advisors Inc. ............................. 1,399,900(5) 6.8
DePrince, Race & Zollo, Inc. ............................... 1,214,425(6) 5.9
Crabbe Huson Group, Inc. ................................... 1,085,290(7) 5.3
David W. Beckley ........................................... 166,686(8) *
Roman A. Bninski ........................................... 16,500(9) *
Craig A. Davis ............................................. 322,467(10) 1.6
John C. Fontaine ........................................... 16,750(11) *
William R. Hampshire ....................................... 33,400(12) *
Gerald J. Kitchen .......................................... 138,342(13) *
Daniel J. Krofcheck ........................................ 21,303(14) *
Gerald A. Meyers ........................................... 195,203(15) *
John P. O'Brien ............................................ 3,333(16) *
Stuart M. Schreiber ........................................ 8,666(17) *
Willy R. Strothotte ........................................ 16,500(18) *
All directors and executive officers as a group (12 persons) 945,816(19) 4.5

- ----------
* Less than one percent.

(1) Each individual or entity has sole voting and investment power, except as
otherwise indicated.

(2) Based on information as of February 14, 2001 set forth in a Schedule 13D
filing dated April 12, 2001, Glencore International AG beneficially owns
such shares through affiliates, including Glencore AG, which directly owns
9,320,089 shares, including 7,925,000 shares of common stock and 500,000
shares of Century's convertible preferred stock (the "Convertible Preferred
Stock"). The Convertible Preferred Stock is convertible at any time, at the
option of the holder, into shares of Century common stock at a price of
$17.92. The business address of each of Glencore International AG and
Glencore AG is Baarermattstrasse 3, P.O. Box 555, CH 6341, Baar,
Switzerland.

(3) Based upon information as of December 31, 2000 set forth in a Schedule 13G
filing dated February 13, 2001. According to its filing, Wellington
Management Company, LLP ("Wellington"), an investment advisor, has no
voting power and shared investment power with respect to such shares. The
business address of Wellington is 75 State Street, Boston, Massachusetts
02109.

(4) Based upon information as of December 31, 2000 set forth in a Schedule 13G
filing dated February 13, 2001, Vanguard/Windsor Funds - Windsor Fund
("Vanguard"), an investment company, has sole voting power and shared
investment power with respect to such shares. Some or all of these shares
are reported as beneficially owned by Wellington. The business address of
Vanguard is P.O. Box 2600, Valley Forge, Pennsylvania 19482.

(5) Based upon information as of December 31, 2000 set forth in a Schedule 13G

filing dated February 2, 2001. According to its filing, Dimensional Fund
Advisors Inc. ("Dimensional"), a registered investment advisor, has sole
voting and investment power with respect to such shares. All of these
shares are owned by advisory clients of Dimensional and Dimensional
disclaims beneficial ownership of all such securities. The business
address of Dimensional is 1299 Ocean Avenue, 11th Floor, Santa Monica,
California 90401.

(6) Based upon information as of December 31, 2000 set forth in a Schedule 13G
filing dated February 14, 2001, DePrince, Race & Zollo, Inc. ("DePrince"),
an investment advisor, has sole voting and investment power with

respect to such shares. The business address of DePrince is 201 S. Orange
Ave., Suite 850, Orlando, Florida 32801.

(7) Based upon information as of December 31, 2000 set forth in a Schedule 13G
filing dated January 25, 2001. According to its filing, Crabbe Huson Group,
Inc. ("Crabbe Huson"), a registered investment advisor, has shared
investment power with respect to such shares and shared voting power with
respect to 962,188 shares. The business address of Crabbe Huson is 121 S.W.
Morrison, Suite 1400, Portland, Oregon 97204.

(8) Includes 80,000 shares which are subject to options presently exercisable.

(9) Includes 16,500 shares which are subject to options presently exercisable.

(10) Includes 150,000 shares which are subject to options presently exercisable.
Excludes 9,320,089 shares beneficially owned by Glencore International AG,
of which Mr. Davis is a director.

(11) Includes 250 shares owned jointly with Mr. Fontaine's wife. Also includes
16,500 shares which are subject to options presently exercisable.

(12) Includes 31,500 shares which are subject to options presently exercisable.
Also includes 1,900 shares owned by Mr. Hampshire's wife.

(13) Includes 61,666 shares which are subject to options presently exercisable.
Excludes 18,334 shares which are subject to options presently exercisable
and which are beneficially owned by Mr. Kitchen's former spouse.

(14) Includes 10,000 shares which are subject to options presently exercisable.

(15) Includes 100,000 shares which are subject to options presently exercisable.

(16) Includes 3,333 shares which are subject to options presently exercisable.

(17) Includes 8,666 shares which are subject to options presently exercisable.

(18) Includes 16,500 shares which are subject to options presently exercisable.
Excludes 9,320,089 shares beneficially owned by Glencore International AG,
of which Mr. Strothotte is the Chairman and Chief
Executive Officer.

(19) Includes 511,332 shares which are subject to options presently exercisable.
Excludes 9,320,089 shares beneficially owned by Glencore International AG.

Item 13. Certain Relationships and Related Transactions

In 2000, the Company purchased primary aluminum and alumina from Glencore
International AG and its subsidiaries (collectively, "Glencore"). Such
purchases, which were made at market prices, aggregated $17.0 million in 2000.
The Company currently purchases approximately 47% of its alumina requirements
for its interest in the Mt. Holly facility from Glencore under a supply contract
which runs through January 31, 2008. In April 2001, the Company entered into two
five-year contracts with Glencore under which Glencore will supply the remaining
53% of the Company's alumina requirements at the Mt. Holly facility and all of
the Company's alumina requirements at its Ravenswood facility beginning January
1, 2002. The Company's alumina purchases from Glencore in 2000 were arms'-length
transactions made at market prices.

The Company also sold primary aluminum to Glencore in 2000. In April 2000,
Century entered into a contract to sell to Glencore approximately 110 million
pounds of the Company's share of the primary aluminum produced at the Mt. Holly
facility each year through December 31, 2009. For the year ended December 31,
2000, the Company sold Glencore $103.1 million of its share of the primary
aluminum production at the Mt. Holly facility. Such sales constituted
approximately 67% of the Company's total revenue from its interest in the Mt.
Holly facility. In addition, the Company had fixed price commitments to sell
14.7 million pounds of primary aluminum to the Glencore Group at December 31,
2000. Including sales of the Mt. Holly facility production described above,
sales to Glencore aggregated $129.3 million in 2000 or approximately 30.2% of
the Company's total revenue. The Company's primary aluminum sales to Glencore in
2000 were arms'-length transactions made at market prices.

The Company has continued to purchase alumina from and sell primary
aluminum to Glencore in 2001 in arm's-length transactions made at market prices.

As of December 31, 2000, the Company had outstanding forward sales
contracts with Glencore for 396.4 million pounds of primary aluminum to hedge
production in 2001 through 2003. Accounting standards require that such
contracts be marked-to-market. As of December 31, 2000, the Company recognized
gains of $1.7 million on such contracts. The Company intends to continue to
enter into hedging arrangements with Glencore in the future.

On April 2, 2001, Century completed the acquisition of NSA, Ltd. ("NSA")
and its 237,000 metric ton per year aluminum reduction facility in Hawesville,
Kentucky (the "Hawesville Facility") from Southwire Company ("Southwire"), a
privately-held wire and cable manufacturing company based in Carrollton, Georgia
(the "Acquisition"). The cash purchase price for the Acquisition was $454.1
million, subject to certain post-closing adjustments based on the amount by
which NSA's working capital as of the closing date, as finally determined,
exceeds or is less that than the amount estimated as working capital on the
closing date. In addition, Century agreed to assume approximately $7.8 million
in industrial revenue bonds (the "IRBs") related to the Hawesville Facility and
may be required to pay up to an aggregate maximum of $7.0 million if the price
of primary aluminum exceeds specified levels during the seven years following
the closing date. The purchase price for the Acquisition was determined through
arms' length negotiations between Century and Southwire.

Century financed a portion of the cash purchase price for the Acquisition
with $25 million in proceeds from the sale to Glencore of 500,000 shares of the
Company's convertible preferred stock (the "Convertible Preferred Stock"). The
Convertible Preferred Stock was sold to Glencore pursuant to the terms of a
Convertible Preferred Stock Purchase Agreement, dated as of March 30, 2001,
between Century and Glencore. Each share of the Convertible Preferred Stock has
a liquidation preference of $50 and is convertible at any time into Century
common stock at a price of $17.92 per share. The price and terms of the
Convertible Preferred Stock were determined through arms'-length negotiations
between Century and Glencore.

Concurrently with the closing of the Acquisition, Century sold a 20%
ownership interest in the Hawesville Facility and related rights to Glencore
pursuant to the terms of an Asset Purchase Agreement, dated April 2, 2001,
between Century and Glencore (the "Glencore Agreement"). Under the terms of the
Glencore Agreement, Glencore's 20% ownership interest in the Hawesville Facility
consists of (i) title to the recently added fifth potline at the Hawesville
Facility, (ii) a 20% undivided interest in all other assets of and rights
relating to the Hawesville Facility, other than its four original potlines, and
(iii) a 20% ownership interest in Century Aluminum of Kentucky LLC ("CAK"), a
Delaware limited liability company which holds certain intangible assets
relating to the operation of the Hawesville Facility (including the alumina and
power supply contracts). Century retained an 80% interest in the Hawesville
Facility which consists of (i) title to the original four potlines at the
Hawesville Facility, (ii) an 80% undivided interest in all other assets of and
rights relating to the Hawesville Facility, other than the fifth potline, and
(iii) an 80% interest in CAK.

The cash purchase price paid by Glencore to Century was $97.8 million.
Glencore also assumed direct responsibility for a pro rata portion of the IRBs
and a pro rata portion of any post-closing payments Century may be obligated to
make to Southwire pursuant to the Southwire Agreement. In addition, Glencore
assumed responsibility for a pro rata portion of any liabilities and obligations
with respect to the Hawesville Facility after closing and will share the benefit
of the indemnities provided by Southwire pursuant to the Southwire Agreement.
The purchase price and terms were determined through arms'-length negotiations
between the parties.

Century and Glencore entered into an Owners Agreement concurrently with the
closing of the sale to Glencore which, notwithstanding their separate ownership
of specific assets at the Hawesville Facility, provides that each party is
entitled to a pro rata portion of the aggregate production of the Hawesville
Facility and is obligated to pay its pro rata portion of the expenses of the
facility. In addition, the Owners Agreement provides that Glencore will pay to
Century a management fee equal to 0.75% of the value of the primary aluminum
produced for Glencore at the Hawesville facility as compensation for Century's
services as operator of the facility.

Mr. Craig A. Davis, Chairman and Chief Executive Officer of the Company, is
a director of Glencore International AG and was an executive of Glencore
International AG and Glencore AG from September 1990 until June 1996.

Mr. Willy R. Strothotte, a director of the Company, is Chairman and Chief
Executive Officer of Glencore International AG and Chairman of the Board of
Xstrata Aluminum Corporation.

Mr. Roman A. Bninski, a director of the Company, is a partner of Curtis,
Mallet-Prevost, Colt & Mosle LLP, which furnishes legal services to the Company.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.

CENTURY ALUMINUM COMPANY

By: /s/ GERALD A. MEYERS
-----------------------------------
Gerald A. Meyers
President and Chief Operating Officer

Dated: April 30, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-K/A has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.

Signature Title Date

/s/ CRAIG A. DAVIS Chairman and Chief April 30, 2001
--------------------- Executive
Craig A. Davis Officer

/s/ WILLIAM HAMPSHIRE Vice-Chairman April 30, 2001
----------------------
William R. Hampshire

/s/ GERALD A. MEYERS President, Chief Operating April 30, 2001
---------------------- Officer and Director
Gerald A. Meyers

/s/ DAVID W. BECKLEY Executive Vice President April 30, 2001
---------------------- Chief Financial Officer
David W. Beckley (Principal Financial Officer
and Principal
Accounting Officer)

/s/ ROMAN A. BNINSKI Director April 30, 2001
-----------------------
Roman A. Bninski

/s/ JOHN C. FONTAINE Director April 30, 2001
----------------------
John C. Fontaine

/s/ WILLY R. STROTHOTTE Director April 30, 2001
------------------------
Willy R. Strothotte

/s/ JOHN P. O'BRIEN Director April 30, 2001
-----------------------
John P. O'Brien

/s/ STUART M. SCHREIBER Director April 30, 2001
-----------------------
Stuart M. Schreiber