SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

COMMONWEALTH INDUSTRIES, INC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
2
COMMONWEALTH INDUSTRIES, INC.

500 West Jefferson Street
Citizens Plaza - 19th Floor
Louisville, Kentucky 40202-2823
502 589 8100
Facsimile: 502 589 8158/59

[LOGO]

Dear Stockholder:

You are cordially invited to the Annual Meeting of Stockholders of
Commonwealth Industries, Inc. to be held at The Hyatt Regency Louisville, 320
West Jefferson Street, Louisville, Kentucky, on Friday, April 28, 2000,
commencing at 10:00 A.M. Eastern Time. Your Board of Directors and management
look forward to greeting those of you who are able to attend in person.

At the Meeting, you will be asked to elect two directors to serve until
the Annual Meeting of Stockholders in 2003. You are also being asked to approve
the appointment of PricewaterhouseCoopers LLP as the Company's independent
auditors for 2000. Information concerning those matters, as well as other
important information, is contained in the accompanying proxy statement, which
you are urged to read carefully.

Whether or not you plan to attend in person and regardless of the
number of shares you own, it is important that your shares be represented and
voted at the Meeting. Accordingly, you are requested to sign, date and mail the
enclosed proxy at your earliest convenience. Your shares will then be
represented at the Meeting, and the Company will be able to avoid the expense of
further solicitation.

On behalf of the Board of Directors, thank you for your cooperation and
continued support.

Sincerely,

/s/ Mark V. Kaminski
----------------------------------------
Mark V. Kaminski
President and
Chief Executive Officer

COMMONWEALTH INDUSTRIES, INC.
Citizens Plaza - 19th Floor
500 West Jefferson Street
Louisville, Kentucky 40202-2823

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2000 Annual Meeting of Stockholders of Commonwealth Industries,
Inc. (the "Company") will be held at The Hyatt Regency Louisville, 320 West
Jefferson Street, Louisville, Kentucky, at 10:00 a.m. Eastern Time on Friday,
April 28, 2000, to consider and take action with respect to the following
matters:

(1) The election of two directors;

(2) Approval of the selection of PricewaterhouseCoopers LLP as the
Company's independent auditors for 2000; and

(3) Such other business as may properly be brought before the
Meeting or any adjournment thereof;

all as set forth in the Proxy Statement accompanying this Notice.

The close of business on March 10, 2000 has been fixed as the record
date for the determination of stockholders entitled to notice of, and to vote
at, the Meeting or any adjournment thereof.

Stockholders who do not expect to attend the Meeting are requested to
sign and return the enclosed proxy card in the enclosed postage-paid return
envelope.

By order of the Board of Directors,

/s/ Donald L. Marsh, Jr.
--------------------------------------------
Donald L. Marsh, Jr.
Executive Vice President,
Chief Financial Officer and
Secretary

March 24, 2000

COMMONWEALTH INDUSTRIES, INC.

PROXY STATEMENT

This Proxy Statement is furnished to you in connection with the
solicitation of proxies by the Board of Directors of Commonwealth Industries,
Inc., a Delaware corporation (the "Company"), to be used at the Annual Meeting
of Stockholders (the "Meeting") to be held in Louisville, Kentucky, on April 28,
2000.

If the accompanying form of proxy is properly completed and returned,
the shares to which it relates will be voted at the Meeting. If you give
instructions, the shares will be voted in accordance with your instructions. If
you give no instructions, your shares will be voted for the election of the
nominees for director set forth in this Proxy Statement, for approval of the
selection of auditors made by the Board of Directors upon recommendation of its
Audit Committee, and as to any other business that may properly be brought
before the Meeting or any adjournment thereof, in the discretion of the proxy
holders. You may revoke your proxy by attending the Meeting and voting in person
or by filing a written notice or a later-dated proxy with the Secretary of the
Company.

This Proxy Statement and the enclosed proxy are first being mailed to
stockholders on or about March 24, 2000 in connection with this solicitation.

On the record date for the Meeting there were 16,611,835 shares of
Common Stock of the Company outstanding and entitled to vote. Each share of
Common Stock is entitled to one vote. The presence, in person or by proxy, of a
majority of the outstanding shares will constitute a quorum. A plurality of
votes of the shares of Common Stock represented at the Meeting is required for
the election of a director. The affirmative vote of a majority of the shares of
Common Stock represented at the Meeting is required for all other matters.
Abstentions will be treated as equivalent to negative votes, while proxies
returned by brokers as non-votes will not be counted as voting.

ELECTION OF DIRECTORS

There are six directors currently in office. The Board is divided into
three classes, and the members of each class hold office for a term of three
years. The term of one class expires each year.

At the Meeting, two directors are to be elected. The terms of Catherine
G. Burke and Victor Torasso expire at the Meeting, and Mr. Torasso has elected
to retire from the Board. The Nominating Committee of the Board of Directors has
nominated Dr. Burke and Larry E. Kittelberger for election in the class whose
term expires in 2003. Each has agreed to serve if elected. If either should
unexpectedly become unable or unwilling to serve, the proxy holders may vote for
such other person as the Nominating Committee may recommend in his or her place.

Information concerning Dr. Burke, Mr. Kittelberger and each of the
continuing directors of the Company is set forth below.

Mark V. Kaminski. Expiration of term 2002. Director since 1991. Age 44.
President and Chief Executive Officer of the Company. Mr. Kaminski joined the
Company in 1987 as Marketing Manager. In 1989 he was promoted to Vice President
of Operations, and in 1991 he became President and Chief Executive Officer. Mr.
Kaminski is a director of the Indiana University Athletics Board and the
Southeast Center for Aluminum Technology (Secat, Inc.).

Paul E. Lego. Expiration of term 2001. Director since 1995. Age 69.
Chairman of the Board of the Company. From 1990 until his retirement in 1993,
Mr. Lego was Chairman of the Board of Directors and Chief Executive Officer of
Westinghouse Electric Corporation. He is a director of USX Corp., Lincoln
Electric Company, Orlimar Golf Company and Dominion Resources, Inc. Mr. Lego is
a trustee of the University of Pittsburgh and a member of the Business Council.

Catherine G. Burke. Expiration of term, if elected, 2003. Director
since 1995. Age 60. Dr. Burke has been a member of the faculty of the School of
Policy, Planning and Development at the University of Southern California since
1973. She has been a panelist and consultant to the Office of Technology
Assessment of the U.S. Congress and a member of the Los Angeles County Economy
and Efficiency Commission. Dr. Burke has provided management consultation to
public and private sector organizations in the United States, Canada, Australia,
England and Denmark.

C. Frederick Fetterolf. Expiration of term 2002. Director since 1997.
Age 71. Mr. Fetterolf was President and Chief Operating Officer of Aluminum
Company of America (Alcoa) from 1985 to 1991, and served as President of Alcoa
from 1983 to 1985. He is a director of Allegheny Technologies, Inc., Union
Carbide Corporation, Praxair, Inc., Dentsply International and Teledyne
Technologies.

Larry E. Kittelberger. Expiration of term, if elected, 2003. Nominee
for director. Age 51. Mr. Kittelberger has been the Senior Vice President and
Chief Information Officer of Lucent Technologies since December 1999. From 1995
to 1999, Mr. Kittelberger served as Senior Vice President and Chief Information
Officer of Allied Signal, Inc., and from 1970 to 1995 held a number of positions
with Tenneco, Inc. He serves on the Advisory Boards of AT&T Corp., Hewlett
Packard Company, International Business Machines Corporation, Microsoft
Corporation and Sun Microsystems, Inc. Mr. Kittelberger also serves on the CIO
Advisory Board of the Commonwealth of Virginia and the Advisory Board for the
School of Information Sciences and Technology at Pennsylvania State University.

John E. Merow. Expiration of term 2001. Director since 1995. Age 70.
Mr. Merow was a partner in the law firm of Sullivan & Cromwell from 1965 through
1996 and Chairman and Senior Partner during the period 1987-1994. Mr. Merow is a
director of each of the investment companies (20) in the Seligman Group of
Investment Companies. He also is a director and treasurer of the Foreign Policy
Association, an executive committee member and secretary of the United States
Council for International Business, Chairman of New York-Presbyterian Healthcare
Network, Inc., a trustee of New York-Presbyterian Hospital and Vice-Chairman of
the United States-New Zealand Council.

BOARD AND COMMITTEE MEETINGS

The standing committees of the Board of Directors are an Audit
Committee, the members of which are Mr. Fetterolf (Chairman), Dr. Burke, Mr.
Lego and Mr. Torasso; a Management Development and Compensation Committee, the
members of which are Dr. Burke (Chairman), Mr. Fetterolf, Mr. Lego and Mr.
Torasso; and a Nominating Committee, the members of which are Mr. Merow
(Chairman), Dr. Burke, Mr. Fetterolf, Mr. Lego and Mr. Torasso.

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The Audit Committee, which met five times during 1999:

* recommends the engagement of independent auditors;

* reviews with the independent auditors the plans for and
results of the audit engagement;

* approves professional services rendered by the independent
auditors;

* reviews the independence of the independent auditors;

* reviews the adequacy of the internal controls of the Company
and its subsidiaries, including systems for monitoring risk,
financial control and compliance with law;

* monitors potential conflicts of interest of directors and
management;

* oversees the process of disclosure and communications; and

* performs such other duties as may be assigned from time to
time by the Board.

The Nominating Committee, which met four times during 1999:

* recommends to the Board or stockholders candidates for
election as directors;

* recommends to the Board candidates for appointment as members
of Board committees;

* recommends to the Board the compensation of the directors;

* monitors the governance practices of the Company and makes
recommendations to the Board for changes when appropriate; and

* performs such other duties as may be assigned from time to
time by the Board.

The Nominating Committee will consider recommendations of candidates
for election as directors made by stockholders. Such stockholder recommendations
should be made in writing, addressed to the Nominating Committee, attention of
the Secretary of the Company.

The Management Development and Compensation Committee, which met five
times during 1999:

* provides oversight of the management development and
compensation and human resources policies of the Company;

* reviews and determines or recommends to the Board the
compensation and other benefits of executive officers;

* determines or administers the Company's stock incentive plans;
and

* performs such other duties as may be assigned from time to
time by the Board.

During 1999, there were 13 meetings of the Board of Directors of the
Company. Each director of the Company attended over 90% of the meetings of the
Board and Board committees of which that director was a member during 1999.

COMPENSATION AND OTHER TRANSACTIONS WITH DIRECTORS; MANAGEMENT DEVELOPMENT AND
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Directors who are not employees of the Company are paid an annual
retainer of $10,000 ($30,000 for the Chairman of the Board) and an attendance
fee of $1,000 for each day on which a meeting of the Board or of a Board
committee occurs, plus expenses. In addition, each director of the Company who
is not an employee of the Company is automatically granted shares of Common
Stock having a fair market value of $15,000 on the date of grant (1,000 shares
of Common Stock in 1999) and a nonqualified 10-year option to purchase 5,000
shares of Common Stock (2,500 shares of Common Stock in 1999) on the date the
director becomes a non-employee director and on each succeeding January 1. The
option price is the mean between the highest and lowest sales price of the
Common Stock on the date of grant.

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COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and officers and persons who beneficially own more than 10%
of its Common Stock ("reporting persons") to file reports of ownership and
changes in ownership with the Securities and Exchange Commission (the "SEC") and
furnish a copy thereof to the Company. Based solely upon a review of the copies
of such forms furnished to the Company and written representations from certain
reporting persons, the Company believes that all of the reporting persons
complied with all filing requirements applicable to them with respect to 1999.

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APPROVAL OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors, upon recommendation of the Audit Committee, has
selected PricewaterhouseCoopers LLP as independent auditors to audit the
financial statements of the Company for 2000 and to perform other appropriate
accounting services. The Board of Directors is submitting the selection to the
stockholders for approval. It is expected that representatives of
PricewaterhouseCoopers LLP will be present at the Meeting to respond to
appropriate questions and to make a statement if they desire to do so.

The Board of Directors recommends a vote FOR this proposal.

OTHER BUSINESS

The Company has no knowledge of any business other than that described
above that will be presented at the Meeting. If any other business should
properly be brought before the Meeting, the persons named in the accompanying
form of proxy and acting thereunder will vote in accordance with their judgment
on such matters.

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BENEFICIAL OWNERSHIP OF COMMON STOCK

OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth, as of March 10, 2000, the number of
shares of Common Stock of the Company beneficially owned by each director, each
executive officer named in the Summary Compensation Table appearing on page 9
and all directors and executive officers as a group, and the percentage of the
Common Stock such ownership represented on that date. Each person has sole
investment and voting power with respect to the shares set forth below unless
otherwise noted.

Name of Number of Shares Percent
Beneficial Owner Owned(a) of Class
- ---------------- ----- --------

Catherine G. Burke 15,667 *

C. Frederick Fetterolf 13,667 *

Mark V. Kaminski 268,784 1.62%

Larry E. Kittelberger 0 *

Paul E. Lego 17,667 *

John E. Merow 27,667 *

Victor Torasso 11,667 *

Donald L. Marsh, Jr. 182,924 1.10%

Roderick Macdonald (b) 1,380 *

William G. Toler 81,735 *

Gregory P. Givan 35,772 *

Katherine R. Gould 20,603 *

All directors and executive 840,493 5.06%
officers as a group (15 persons)

* Less than 1%

(a) Includes the following shares of Common Stock which the individual(s) had
the right to acquire within 60 days of March 10, 2000 through the
exercise of options: Dr. Burke - 6,500 shares; Mr. Fetterolf - 4,500
shares; Mr. Kaminski - 100,000 shares; Mr. Lego - 12,500 shares; Mr.
Merow 6,500 shares; Mr. Torasso - 6,500 shares; and all directors and
executive officers as a group - 167,500 shares. Also includes shares held
in the Company's Performance Sharing Plan for Salaried Employees for the
accounts of individuals as follows: Mr. Kaminski - 1,282 shares; Mr.
Marsh -2,478 shares; Mr. Toler - 5,116 shares; Mr. Givan - 772 shares;
Ms. Gould - 603 shares; and all directors and executive officers as a
group - 16,418 shares.

(b) Mr. Macdonald resigned his position with the Company effective November
3, 1999.

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OWNERSHIP BY OTHERS

The following table sets forth information with respect to each person
believed by the Company to be the beneficial owner of more than 5% of the
Company's Common Stock on the dates noted.

Number of Percent
Name and Address of Beneficial Owner Shares Owned of Class
- ------------------------------------ ------------ --------

John R. Simplot 2,365,700(a) 14.2%
Self Declaration of Revocable Trust
999 Main Street
Boise, ID 83702

Merrill Lynch Asset Management Group 1,539,000(b) 9.3%
World Financial Center, North Tower
250 Vesey Street
New York, NY 10281

Heartland Advisors, Inc. 1,500,950(c) 9.0%
790 North Milwaukee Street
Milwaukee, WI 53202

Franklin Resources, Inc. 1,338,500(d) 8.1%
777 Mariners Island Blvd.
San Mateo, CA 94404

Dimensional Fund Advisors 1,328,800(e) 8.0%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401-1005

Brinson Partners, Inc. 936,800(f) 5.6%
209 South LaSalle Street
Chicago, IL 60604-1295

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

(a) Based solely on a Schedule 13D filed on December 29, 1999 with the SEC by
John R. Simplot, Trustee. Simplot reported sole power to vote and dispose
of all of the above noted shares of Common Stock.

(b) Based solely on a Schedule 13G filed on February 7, 2000 with the SEC.
Merrill Lynch & Co., Inc. reported shared power to vote and dispose of
all of the above noted shares of Common Stock.

(c) Based solely on a Schedule 13G dated January 18, 2000 filed with the SEC
by Heartland Advisors, Inc. The Schedule 13G reports that Heartland
Advisors, Inc. has (1) sole power to dispose of all of the 1,500,950
shares; and (2) sole power to vote 729,100 shares.

(d) Based solely on a Schedule 13G dated January 19, 2000 filed with the SEC
by Franklin Resources, Inc., Franklin Advisory Services, LLC, Charles B.
Johnson and Rupert H. Johnson, Jr. The Schedule 13G reports that: (1) the
shares are beneficially owned by investment companies or other managed
accounts which are advised by investment advisory subsidiaries of
Franklin Resources, Inc.; (2) advisory contracts grant to such advisory
subsidiaries all voting and investment power over

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the shares; (3) Charles B. Johnson and Rupert H. Johnson, Jr. are
principal stockholders of Franklin Resources, Inc.; and (4) Franklin
Advisory Services, LLC has sole power to vote 1,224,000 shares and sole
power to dispose of 1,338,500 shares.

(e) Based solely on a Schedule 13G filed on February 3, 2000 with the SEC.
Dimensional reported shared power to vote and dispose of all of the above
noted shares of Common Stock.

(f) Based solely on a Schedule 13G filed on February 10, 2000 with the SEC.
The 13G further reports that Brinson Partners, Inc. has shared power to
dispose and shared power to vote of all of the above noted shares of
Common Stock.

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EXECUTIVE COMPENSATION

The following table sets forth for the years 1997, 1998 and 1999 the
annual and long-term compensation paid or accrued for those years by the Company
to the chief executive officer, the four most highly compensated executives of
the Company who were serving as executive officers on December 31, 1999, other
than the chief executive officer, and Mr. Roderick Macdonald, who resigned his
position with the Company effective November 3, 1999 (the "named officers").

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation Awards
------------------------------ --------------------------------
Number
of Shares
Name and Restricted Underlying
Principal Stock Stock LTIP All Other
Position Year Salary Bonus(a) Award(b) Options Payouts Compensation(c)
- -------- ---- ------ -------- -------- ------- ------- ---------------

Mark V. Kaminski 1999 $620,004 $961,575 -- 100,000 $ -- $ 39,525
President and Chief 1998 $575,000 $150,000 -- 40,000 $ -- $ 3,362
Executive Officer 1997 $500,000 $250,000 -- 40,000 $106,658 $ 37,986

Donald L. Marsh, Jr. 1999 $325,008 $652,057 -- 35,000 $ -- $ 20,475
Executive Vice 1998 $300,000 $100,000 -- 10,000 $ -- $ 5,000
President, Chief 1997 $250,000 $121,254 -- 10,000 $ -- $ 11,718
Financial Officer and
Secretary

Roderick Macdonald 1999 $258,008 $ -- -- -- $ -- $378,193
Executive Vice President 1998 $210,000 $ 62,000 -- -- $ -- $ 60,894
and Chief Operating 1997 $190,008 $ 60,803 -- -- $ 30,231 $ 11,601
Officer
Alflex

William G. Toler 1999 $163,420 $223,000 -- 5,000 $ -- $ 4,903
Vice President Materials 1998 $143,837 $ 64,097 -- 5,000 $ -- $ 4,215
and Corporate Development 1997 $134,603 $ 45,410 -- 5,000 $ -- $ 26,476

Gregory P. Givan 1999 $140,417 $142,666 -- 5,000 $ -- $ 4,212
Vice President and 1998 $125,629 $ 33,526 -- 5,000 $ -- $ 3,769
Treasurer 1997 $ 62,101 $ 17,708 -- -- $ -- $ 1,863

Katherine R. Gould 1999 $137,333 $ 94,585 -- 5,000 $ -- $ 4,120
Vice President 1998 $ 63,012 $ 18,326 -- -- $ -- $ 32,184
Organizational 1997 $ -- $ -- -- -- $ -- $ --
Development

(a) The amounts reported in this column represent (i) payments made in 2000,
1999 and 1998 with respect to 1999, 1998 and 1997 under the Company's
incentive compensation and gainsharing plans, and (ii) performance-based
Special Target Bonus (Annual Performance Award) payments made in 2000
with respect to 1999 under the Executive Stock Purchase Incentive
Program: Mr. Kaminski -- $411,575; Mr. Marsh - $346,433; Mr. Macdonald -
$0; Mr. Toler - $120,708; Mr. Givan - $76,198; and Ms. Gould - $43,542.

(b) No amounts of restricted stock were awarded during 1999, 1998 or 1997.
Previous awards of restricted stock vest five years after the date of the
award thereof. Holders of restricted stock are entitled to receive
regular dividends. The named officers had non-vested restricted stock
award balances outstanding on December 31, 1999 as follows: Mr. Kaminski
- 40,000 shares ($520,000); Mr. Marsh - 12,500 shares ($162,500); and Mr.
Toler - 12,500 shares ($162,500). These dollar

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values are based upon the closing price of the Company's Common Stock on
the NASDAQ National Market on December 31, 1999 ($13.00 per share).

(c) The amounts reported in this column include matching contributions to the
Company's 401(k) Plan; contributions made by the Company to its Deferred
Compensation Plan; relocation expenses for Mr. Macdonald of $60,894 in
1998 and $11,601 in 1997; amounts paid to Mr. Macdonald in connection
with the resignation of his employment effective November 3, 1999;
relocation expenses for Mr. Toler of $22,438 in 1997; and relocation
expenses for Ms. Gould of $30,294 in 1998.

EXECUTIVE STOCK PURCHASE INCENTIVE PROGRAM

Executives designated by the Board's Management Development and
Compensation Committee may be awarded rights to purchase shares of Company
Common Stock at market value with funds borrowed from the Company. The loans
bear interest at a rate established with reference to IRS guidelines for loans
of such type, are full-recourse to the executive and are secured by the pledge
of the shares purchased. Participants are eligible to earn special cash bonuses
under the Company's 1999 Executive Incentive Plan approved by the stockholders
in 1999 if corporate performance exceeds pre-established requirements, and those
bonuses, if earned, will be applied toward repayment of the loans.

During 1999, 15 executives purchased a total of 677,000 shares from the
Company under the program at an average price of $15.53 per share, or an
aggregate of $10,511,000, funded with loans from the Company. The loans bear
interest at 5.96% per annum. The principal amount of each loan is payable in
four equal annual installments beginning December 31, 2003, together with
accrued interest to the payment dates. All amounts received as special cash
bonuses, net of withholding taxes, or as dividends on or proceeds from the sale
of pledged shares, are to be applied to prepay the loans. An executive may sell
pledged shares, provided that prior to 2002 such sales are limited, except in
the event of a termination of employment or a change in control of the Company,
to a cumulative percentage of pledged shares of 33% in 2000 and 67% in 2001.

Executives who purchased shares in the 1999 program may earn a special
target bonus of up to 133% of the sum of the principal amount of their loans and
interest through the installment payment dates. The special target bonus is
comprised of annual and cumulative performance awards and a service award.
Annual performance awards of up to 10.1% of the target special cash bonus may be
earned for each of the four years beginning with 1999 based upon improvement
over the prior year of the Company's return on capital employed. The cumulative
performance award relates to the achievement in 2002 of a target return on
capital employed, and may be a maximum of 34.6% of the special target bonus. The
service award is 25% of the special target bonus and is based upon the
executive's continued service through 2002, provided that the Company has
positive cumulative net income before unusual, non-recurring events during the
service period. If there is a change in control of the Company, the executives
will be granted the full amount of the special target bonuses in the year in
which the change in control occurs.

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The following table shows, for the named executive officers, the number
of shares purchased, the principal and interest amount of loans made, and the
performance-based special target cash bonuses established in 1999:

Maximum
Performance Based
Name Shares Loan(a) Special Target Bonuses
---- ------ ------- ----------------------

Mark V. Kaminski 175,000 $2,801,600 $5,000,000
Donald L. Marsh, Jr. 150,000 $2,401,371 $4,427,294
Roderick Macdonald -- -- --
William G. Toler 50,000 $ 797,985 $1,471,235
Gregory P. Givan 35,000 $ 526,120 $ 970,373
Katherine R. Gould 20,000 $ 300,640 $ 554,499

(a) The amounts reported in this column represent the loan balance (principal
and interest) as of December 31, 1999.

STOCK INCENTIVE PLANS

The tables below show, for the named officers, information regarding
stock options granted during, or held at the end of, 1999 pursuant to the
Company's Stock Incentive Plans.

OPTIONS GRANTED IN 1999

Number of % of Total Potential Realizable
Securities Options Value at Assumed
Underlying Granted to Exercise Annual Rates of Stock
Options Employees in Price Expiration Price Appreciation for
Name Granted(a) Fiscal Year Per Share Date Option Term(b)
- ---- ---------- ----------- --------- ---- --------------
5% 10%
-- ---

Mark V. Kaminski 100,000 29.2% $8.81 1/1/09 $554,056 $ 1,404,087

Donald L. Marsh, Jr. 35,000 10.2% $8.81 1/1/09 $193,920 $ 491,430

Roderick Macdonald --- --- --- --- --- ---

William G. Toler 5,000 1.5% $8.81 1/1/09 $ 27,703 $ 70,204

Gregory P. Givan 5,000 1.5% $8.81 1/1/09 $ 27,703 $ 70,204

Katherine R. Gould 5,000 1.5% $8.81 1/1/09 $ 27,703 $ 70,204

(a) These options become exercisable three years from the date of grant. Upon
resignation all options granted to Roderick Macdonald terminated for no
value.

(b) The amounts represent hypothetical realizable values of stock options
granted in 1999 at assumed rates of cumulative stock price appreciation
over the 10 year life of the options. These assumed rates of appreciation
are set by the proxy rules of the SEC and are not intended to forecast
appreciation of the price of the Company's Common Stock. Actual gains, if
any, realized upon the exercise of stock options will depend upon the
price of the Company's Common Stock at the date of exercise.

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YEAR-END OPTION VALUES

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Year-End at Year-End

Exercisable/ Exercisable/
Name Unexercisable Unexercisable
---- ------------- -------------

Mark V. Kaminski 60,000/180,000 $0/$419,000

Donald L. Marsh, Jr. 10,000/55,000 $0/$146,500

Roderick Macdonald 0/0 $0/$0

William G. Toler 6,000/15,000 $0/$20,950

Gregory P. Givan 0/15,000 $0/$20,950

Katherine R. Gould 0/5,000 $0/$20,950

DEFERRED COMPENSATION PLAN

Key employees designated by the Management Development and Compensation
Committee of the Board of Directors may elect to defer a portion of their
compensation pursuant to the Company's non-qualified unfunded Deferred
Compensation Plan. Deferred amounts are credited or debited with the equivalent
of the investment experience of one or more investment vehicles identified
pursuant to the plan and selected by the participant, and are paid out upon
retirement or under specified other circumstances. The Company intends, but is
not obligated, to credit the accounts of participants in the plan with amounts
(a) designed to make up for limitations contained in the Internal Revenue Code
on benefit accruals under the Company's pension plan, and (b) based on the
application of the Company's pension plan contribution rate applied to each
participant's compensation in excess of that covered by the Company's pension
plan. The actual amounts to be paid out will depend upon the amount of the
deferral and the credits and debits to the employees account.

PENSION BENEFITS

The Company maintains the Commonwealth Industries Pension Plan (the
"Pension Plan"), which provides benefits for eligible employees. Through
December 31, 1997 the Pension Plan was structured as a traditional defined
benefit plan. Effective January 1, 1998, the present value of accrued benefits
under the Pension Plan was converted to a cash balance formula.

Under the cash balance formula, each participant has an account, for
recordkeeping purposes only, to which credits are allocated each payroll period
based upon a percentage (the "Applicable Percentage") of the participant's base
salary plus bonus paid in such period ("Pensionable Earnings"). The Applicable
Percentage is determined by the age of the participant as of the end of the
current calendar year. The following table shows the Applicable Percentage used
to determine credits at the age indicated.

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AGE APPLICABLE PERCENTAGE

39 and under 3.5%
40 to 49 4.5%
50 to 54 6.0%
55 and older 8.0%

As of December 31, 1999, the ages of Messrs. Kaminski, Marsh, Toler,
Macdonald, Givan and Ms. Gould were 44, 53, 43, 51, 47 and 36, respectively.

All balances in the accounts earn a fixed rate of interest which is
credited annually. The interest rate for a particular year is the lesser of the
prior year's average of the 3-year U.S. Treasury securities or the rate on
30-year U.S. Treasury securities on November 1. In 1999 the interest rate was
5.25%.

At retirement or other termination of employment, an amount equal to
the vested balance then credited to the account is payable to the participant in
the form of an immediate or deferred lump sum or as an annuity.

The table below sets forth the estimated annual benefit payable to each
of the named officers as a single life annuity at age 65 under the Pension Plan.
The projections contained in the table are based on the following assumptions:

* employment until age 65 at base salaries in effect at
December 31, 1999 with no increase in salary;

* annual bonuses equal to the average bonus over each
of the last five years (1995 through 1999) for which
such named officer was employed to the extent the
base salary plus annual bonus does not exceed the
OBRA '93 annual compensation limit, as adjusted;

* interest credits at the actual rates for all years
through 1999, and the minimum rate of 5.25% for 1999
and later years; and

* the conversion to a straight life annuity at normal
retirement age based on an interest rate of 5.25% and
the 1983 Group Annuity Mortality table, which sets
forth generally accepted life expectancies.

EXECUTIVE OFFICER TOTAL ANNUAL BENEFITS

Mark V. Kaminski $60,106

Donald L. Marsh, Jr. $27,975

Roderick Macdonald N/A

William G. Toler $70,643

Gregory P. Givan $27,161

Katherine R. Gould $45,687

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TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS

The Company has entered into Severance Agreements with Messrs.
Kaminski, Marsh and Toler and certain other officers of the Company. The purpose
of the agreements is to secure the executives' continued service and dedication
in the event of an actual or threatened Change in Control. The agreements
provide severance pay and continuation of certain benefits if a Change in
Control occurs and the executive's employment is terminated (a) in anticipation
of or during the two-year period following the Change in Control (i) by the
Company without cause or (ii) by the executive for good reason, or (b) by the
executive for any reason during a 30-day window period commencing one year after
the Change in Control.

Generally, a Change in Control will be deemed to occur in the case of
(a) an acquisition by a person or group of 20% or more of the Company's Common
Stock (with certain exceptions), (b) a change in the majority of the Board
without the requisite approval of the incumbent Board, (c) a business
combination unless Company stockholders receive 60% or more of the voting stock
of the surviving Company, no person acquires more than 20% of such voting stock
and the Company Board members remain a majority of the continuing Board, or (d)
stockholder approval of a liquidation of the Company.

Under the Severance Agreements, severance pay would equal three times
the sum of (a) the executive's base pay and (b) the greatest of the executive's
largest bonus during the prior three years or target bonus for the year of the
Change in Control or year of termination and, if payment pursuant to the
agreement or otherwise would be subject to the excise tax imposed by Section
4999 of the Internal Revenue Code for severance payments exceeding a certain
amount, an additional tax reimbursement payment such that the executive receives
a net amount equal to the amount the executive would have received if the excise
tax did not apply. Medical and other insurance benefits would be continued for
three years.

Also, upon a change of control as defined in the Company's stock
incentive plans, any stock options not then exercisable would become fully
exercisable and any shares of restricted Common Stock not then vested would
become fully vested.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Management Development and Compensation Committee of the Board of
Directors (the "Committee") consists entirely of non-employee Directors. The
Committee approves the policies under which compensation is paid or awarded to
the Company's executive officers. The Committee from time to time considers the
advice of independent outside consultants in determining the appropriateness of
the level and composition of compensation.

Compensation Philosophy. The Committee believes that compensation
opportunities must compare favorably with those found in the larger society if
the Company is to attract and retain executives with the capability to meet
corporate business objectives. The Company rewards differentially based upon the
complexity, scope and impact of the work required in a role and the work
performance of the role incumbent. Individual recognition and rewards are linked
to corporate objectives. The Committee believes that executive officers should
have a significant portion of their compensation "at risk" and tied to the
long-term performance of the Company's stock.

Compensation Program. The Company's compensation program for executive
officers consists of three key elements: Base salary, Annual Incentive
Compensation, and Long-Term Incentive Compensation and Stock Ownership. The
Committee believes that this best serves the interests of stockholders by
ensuring that executive officers are compensated in a way that aligns their
interests with that of stockholders. Thus, compensation for the Company's
executive officers places a significant proportion of total remuneration "at
risk". Stock options are a significant portion of the executive officers'
long-term

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compensation, with a value directly related to the stock price appreciation
realized by the Company's shareholders. The Committee encourages long-term
ownership of the Company's Common Stock by its executive officers.

The Committee's judgments concerning executive compensation payments
and awards during 1999 were based upon the Committee's assessment of the
Company's executive officers, the continuing demand for superior executive
talent, the Company's overall performance, and the Company's future objectives
and challenges.

Base Salary. The purpose of the base salary is to provide compensation
that is competitive with that offered by other companies with whom the Company
competes for executive services. The Chief Executive Officer ("CEO") approves
the salary structure for each executive officer role, taking into consideration
the accountabilities and criticality of the role and information as to the
salary structures of firms that compete with the Company for executive talent.

The CEO reviews annually the base salaries paid to executive officers
other than himself. Based on his assessment of the work performance of each role
incumbent, the CEO recommends to the Committee the base salary of the Executive
Vice President. The Committee establishes the base salary of the CEO.

Annual Incentive Compensation. The purpose of the annual incentive
program is to reinforce the Company's culture of meritocracy by providing
at-risk compensation with differential awards based on individual and Company
achievement.

In 1999, the annual incentive compensation plan gave the CEO and each
Executive Vice President the opportunity to earn an annual payment of up to 135%
of his or her base salary (up to 105% of base salary based upon the financial
performance of the Company's businesses and up to 30% of base salary based upon
a subjective judgment of work performance). Actual awards were based upon the
recommendations of the CEO to the Committee for the Executive Vice President and
were determined by the Committee for the CEO.

In 1999, the annual incentive compensation plan gave each Vice
President the opportunity to earn an annual payment of up to 67.5% of his or her
base salary (up to 52.5% of base salary based upon the financial performance of
the Company's businesses and up to 15% of base salary based upon a subjective
judgment of work performance). Actual awards were based upon the recommendation
of the CEO to the Committee.

Long-Term Incentive Compensation and Stock Ownership. The purpose of
the long-term incentive program is to align the longer-term interests of
executive officers with those of the stockholders. In 1999, long-term incentives
were provided through stock option grants. In 1999 the Committee took further
measures to increase the extent of executive stock ownership and the degree of
risk and reward in the compensation program for selected corporate officers.
This was done through adoption by stockholders of the 1999 Executive Incentive
Plan and the implementation of the Executive Stock Purchase Incentive Program
described on page 10.

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CHIEF EXECUTIVE OFFICER COMPENSATION

The compensation for the Chief Executive Officer, Mr. Kaminski,
reflects the same elements and the same factors as those described above.
Seventy percent of the CEO's Annual Incentive Compensation in 1999 was based
upon achieving the planned financial performance of the business. The remaining
30% was based on the following indicators of the overall performance of the
Chief Executive: (1) the improvement in safety performance at all facilities;
(2) the commissioning of the Alflex eastern plant, which came in on time and
within budget; (3) the performance of the Alflex eastern plant, which was below
plan; (4) achieving improved plant performance at the Lewisport facility in
terms of metal blending, on-time delivery, packing performance and productivity.
The Committee also took into account the progress made in achieving the
long-term corporate strategy and the development of the Company's human
resources. Additionally, Mr. Kaminski was eligible for a performance based
Special Target Bonus (Annual Performance Award) in accordance with the Executive
Stock Purchase Incentive Program adopted by the Committee in 1999. Based on the
Company's achieved performance, Mr. Kaminski received 81.5% of the eligible
Annual Performance Award.

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)

Section 162(m) of the Internal Revenue Code limits the tax deduction
for individual compensation paid to the CEO and the four other most highly paid
executives to $1,000,000 annually, subject to certain exceptions. The Committee
has structured a component of executive compensation so that amounts paid will
be deductible under Section 162(m). However, some of the executive compensation
for 1999 exceeded the limitation for individual compensation and cannot be
deducted. The Committee continues to review issues relating to this compensation
deduction limitation.

Catherine C. Burke, Chairman
C. Frederick Fetterolf, Member
Paul E. Lego, Member
Victor Torasso, Member

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20

PERFORMANCE GRAPH

The following graph compares the Company's cumulative total stockholder
return since the Common Stock became publicly traded on March 10, 1995 with that
of the Standard & Poor's Small Cap 600 and a peer group index during the period
March 10, 1995 through December 31, 1999. The graph assumes an initial
investment of $100.00 and the reinvestment of dividends (where applicable).

[GRAPH]

3/95 12/95 12/96 12/97 12/98 12/99
---- ----- ----- ----- ----- -----

Commonwealth Industries, Inc. $100 $112 $112 $107 $ 70 $ 99
S & P SmallCap 600 $100 $124 $151 $189 $187 $210
Self-Determined Peer $100 $103 $109 $133 $ 76 $ 88

The peer group selected by the Company consists of Birmingham Steel Corporation,
Northwest Steel & Wire Company, Quanex Corporation, IMCO Recycling, Inc., Steel
Dynamics, Inc. and Algoma Steel, Inc. This self-determined peer group has been
modified from the 1998 peer group to replace Century Aluminum Corporation,
Chaparral Steel, and Easco, Inc., for which no comparative information was
available, with IMCO Recycling, Inc. and Steel Dynamics, Inc. Additionally,
Algoma Steel, Inc. was substituted for Oregon Steel Mills as a more appropriate
peer based on product type, sales and customer base.

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STOCKHOLDER PROPOSALS
FOR THE 2001 ANNUAL MEETING

Proposals of stockholders to be considered for inclusion in the
Company's proxy statement and proxy for the 2001 Annual Meeting of Stockholders,
which is expected to be scheduled on or about April 22, 2001, must be received
by the Secretary of the Company at its principal executive office, Citizens
Plaza - 19th Floor, 500 West Jefferson Street, Louisville, Kentucky 40202-2823,
no later than November 19, 2000.

Under the Company's By-Laws, notice must be received by the Company in
advance of a stockholders' meeting to present any proposal to the meeting or to
nominate a person for election as a director. Such notice must be delivered to
the Secretary of the Company at its principal executive office not less than 60,
nor more than 90, days prior to the date of the meeting; provided, that if the
date of the meeting is first publicly announced or disclosed less than 70 days
prior to the date of the meeting, the notice must be given not more than 10 days
after the date is so announced or disclosed. A stockholder filing a notice of a
proposal must include certain information, including the text of the proposal,
the reasons therefor, and any interest the stockholder has in the proposal; any
notice of nomination must include certain information about the nominee; and all
such notices must include the name and address of the submitting stockholder and
the number of shares held by the stockholder. Based upon these requirements and
the expected date for the 2001 Annual Meeting of Stockholders, to be considered
timely notice of such proposal must be received by the Company between January
22, 2001 and March 2, 2001. These By-Law requirements are separate from and in
addition to the Securities and Exchange Commission requirements that a
stockholder must fulfill to have a proposal included in the Company's proxy
statement and proxy.

ADDITIONAL INFORMATION

The Company will bear the cost of soliciting proxies. In addition to
the use of the mails, directors, officers and regular employees of the Company
may solicit proxies personally or by telephone. The Company will reimburse
brokerage firms, nominees, custodians and fiduciaries for their expenses in
forwarding proxy materials to beneficial owners. The total amount of
reimbursement of expenses is anticipated to be approximately $9,500.00 for the
Meeting.

/s/ Donald L. Marsh, Jr.
---------------------------------------
Dated: March 24, 2000 Donald L. Marsh, Jr.
Executive Vice President,
Chief Financial Officer and
Secretary

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PROXY
COMMONWEALTH INDUSTRIES, INC.

The undersigned acknowledge(s) receipt of the Notice of Meeting and Proxy
Statement for the Annual Meeting of Stockholders of Commonwealth Industries,
Inc. to be held on April 28, 2000, and appoint(s) Paul E. Lego, Mark V. Kaminski
and John E. Merow, and each of them, proxies, with power of substitution, to
attend the Meeting, and any adjournments thereof, and vote all shares the
undersigned is entitled to vote upon the matters indicated and on any other
business that may properly come before this Meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED. IF NO INSTRUCTIONS ARE GIVEN, YOUR PROXIES WILL VOTE FOR THE
NOMINEES LISTED IN ITEM 1, FOR APPROVAL OF ITEM 2, AND IN THE DISCRETION OF THE
PROXY OR PROXIES ON ANY OTHER BUSINESS.

1. ELECTION OF DIRECTORS

[ ] FOR all director nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for all director nominees listed
below

Director Nominees: Catherine G. Burke and Larry E. Kittelberger (each for a
three-year term)

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, WRITE THE NAME OF
THE NOMINEE ON THE LINE BELOW

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

2. Proposal to approve the selection of PricewaterhouseCoopers LLP as the
Company's independent auditors for 2000

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS
POSSIBLE. MARK EACH VOTE WITH AN X IN THE BOX.

DATE: , 2000
-------------------

-------------------------------
SIGNATURE

-------------------------------
SIGNATURE (IF JOINTLY HELD)

[PLEASE SIGN EXACTLY AS YOUR
NAME(S) APPEAR(S) ON THIS
PROXY. ONLY ONE SIGNATURE IS
REQUIRED IN THE CASE OF A JOINT
ACCOUNT. WHEN SIGNING IN A
REPRESENTATIVE CAPACITY, PLEASE
GIVE TITLE.]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS