As filed with the Securities and Exchange Commission on June 18, 1999
                                                  Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 ---------------

                          COMMONWEALTH INDUSTRIES, INC.
             (Exact name of Registrant as Specified in Its Charter)
               DELAWARE                                  13-3245741
   (State or Other Jurisdiction of                    (I.R.S. Employer
    Incorporation or Organization)                  Identification No.)

                      500 WEST JEFFERSON STREET, 19TH FLOOR
                         LOUISVILLE, KENTUCKY 40202-2823
                                 (502) 589-8100
          (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive offices)
                                 ---------------
                            1997 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)
                                 ---------------
                                Mark V. Kaminski
                      President and Chief Executive Officer
                          Commonwealth Industries, Inc.
                      500 West Jefferson Street, 19th Floor
                         Louisville, Kentucky 40202-2823
                                 (502) 589-8100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                 ---------------
                                    copy to:

                                    John Mead
                               Sullivan & Cromwell
                                125 Broad Street
                            New York, New York 10004
                                 ---------------
<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                            Proposed Maximum       Proposed Maximum        Amount Of
         Title of Securities             Amount To Be      Offering Price per     Aggregate Offering    Registration Fee
          To Be Registered                Registered            Share(1)               Price(1)
------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>              <C>                    <C>                   <C>

    Common Stock, $0.01 par value      2,000,000 shares          $10.60               $21,200,000            $5,894
========================================================================================================================
<FN>
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457.
</FN>
</TABLE>

<PAGE>

         This is a  registration  of additional  securities of the same class as
other securities for which a registration  statement filed on this form relating
to an employee  benefit plan has become  effective.  The contents of the earlier
registration statement, File No. 33-91364, are incorporated herein by reference.

                                    EXHIBITS

Exhibit No.             Description
-----------             -----------

      5            Opinion  and  consent of  Sullivan & Cromwell  regarding  the
                   validity of the securities registered.

      23.1         Consent of PricewaterhouseCoopers LLP.

      23.2         Consent of Sullivan & Cromwell  (included in opinion filed as
                   Exhibit 5).

      24           Powers of Attorney  (set forth on the  signature  page of the
                   registration statement).

      99           Commonwealth  Industries,  Inc. 1997 Stock Incentive Plan, as
                   amended  and  restated  on April 23,  1999  (incorporated  by
                   reference  from  Exhibit 10.2 of the  Registrant's  Quarterly
                   Report on Form 10-Q for the quarter ended March 31, 1999).


                                      -1-


<PAGE>

                                   SIGNATURES


         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Louisville, Kentucky on June 16, 1999.

                                    Commonwealth Industries, Inc.



                                    By:       /s/ MARK V. KAMINSKI
                                        -------------------------------
                                                Mark V. Kaminski
                                        President and Chief Executive
                                                   Officer


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Mark V. Kaminski and Donald L. Marsh, Jr.
his or her true and lawful  attorney-in-fact and agents, each acting alone, with
full power of substitution and resubstitution, for and in his or her name, place
and stead,  in any and all  capacities,  to sign any or all  amendments  to this
Registration Statement,  including  post-effective  amendments,  and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person,  and hereby  ratifies and
confirms all his or her said attorneys-in-fact and agents, each acting alone, or
his  substitute  or  substitutes  may  lawfully do or cause to be done by virtue
thereof.


                                      -2-


<PAGE>


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities indicated on June 16, 1999.

      SIGNATURE                                      TITLE
      ---------                                      -----


    /s/ MARK V. KAMINSKI                   President, Chief Executive
-----------------------------                 Officer and Director
       Mark V. Kaminski                       (Principal Executive
                                                    Officer)

      /s/ PAUL E. LEGO                          Chairman of the Board
-----------------------------
         Paul E. Lego


-----------------------------                         Director
      Catherine G. Burke


-----------------------------                         Director
    C. Frederick Fetterolf


      /s/ JOHN E. MEROW                               Director
-----------------------------
        John E. Merow


     /s/ VICTOR TORASSO
-----------------------------                         Director
        Victor Torasso


   /s/ DONALD L. MARSH, JR.           Executive Vice President, Chief Financial
-----------------------------        Oficer and Secretary  (Principal Financial
     Donald L. Marsh, Jr.                        and Accounting Officer)


                                      -3-


<PAGE>


Index to Exhibits
-----------------

                                                                   Sequentially
Exhibit No.              Description                              Numbered Page
-----------              -----------                              -------------


    5         Opinion and consent of Sullivan & Cromwell
              regarding the validity of the securities
              registered.......................................

    23.1      Consent of PricewaterhouseCoopers LLP............

    23.2      Consent of Sullivan & Cromwell (included in opinion
              filed as Exhibit 5)..............................

    24        Powers of Attorney (set forth on signature
              page of this Registration Statement).............

    99        Commonwealth Industries, Inc. 1997 Stock Incentive
              Plan, as amended and restated on April 23, 1999
              (incorporated by reference from Exhibit 10.2 of the
              Registrant's Quarterly Report on Form 10-Q for the
              quarter ended March 31, 1999)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8, COMMONWEALTH INDUSTRIES, INC.", "secsgml_size_bytes": 9157}]
{"company-data": {"conformed-name": "COMMONWEALTH INDUSTRIES INC/DE/", "cik": "0000934747", "assigned-sic": "3350", "irs-number": "133245741", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81055", "film-number": "99648805"}, "business-address": {"street1": "500 WEST JEFFERSON STREET", "street2": "19TH FLOOR", "city": "LOUISVILLE", "state": "KY", "zip": "40202-2823", "phone": "502-589-8100"}, "mail-address": {"street1": "500 WEST JEFFERSON STREET", "street2": "19TH FLOOR", "city": "LOUISVILLE", "state": "KY", "zip": "40202-2823"}, "former-company": {"former-conformed-name": "COMMONWEALTH ALUMINUM CORP", "date-changed": "19941228"}}
As filed with the Securities and Exchange Commission on June 18, 1999
                                                  Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 ---------------

                          COMMONWEALTH INDUSTRIES, INC.
             (Exact name of Registrant as Specified in Its Charter)
               DELAWARE                                  13-3245741
   (State or Other Jurisdiction of                    (I.R.S. Employer
    Incorporation or Organization)                  Identification No.)

                      500 WEST JEFFERSON STREET, 19TH FLOOR
                         LOUISVILLE, KENTUCKY 40202-2823
                                 (502) 589-8100
          (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive offices)
                                 ---------------
                            1997 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)
                                 ---------------
                                Mark V. Kaminski
                      President and Chief Executive Officer
                          Commonwealth Industries, Inc.
                      500 West Jefferson Street, 19th Floor
                         Louisville, Kentucky 40202-2823
                                 (502) 589-8100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                 ---------------
                                    copy to:

                                    John Mead
                               Sullivan & Cromwell
                                125 Broad Street
                            New York, New York 10004
                                 ---------------
CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                            Proposed Maximum       Proposed Maximum        Amount Of
         Title of Securities             Amount To Be      Offering Price per     Aggregate Offering    Registration Fee
          To Be Registered                Registered            Share(1)               Price(1)
------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value      2,000,000 shares          $10.60               $21,200,000            $5,894
========================================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457.
This is a  registration  of additional  securities of the same class as
other securities for which a registration  statement filed on this form relating
to an employee  benefit plan has become  effective.  The contents of the earlier
registration statement, File No. 33-91364, are incorporated herein by reference.

                                    EXHIBITS

Exhibit No.             Description
-----------             -----------

      5            Opinion  and  consent of  Sullivan & Cromwell  regarding  the
                   validity of the securities registered.

      23.1         Consent of PricewaterhouseCoopers LLP.

      23.2         Consent of Sullivan & Cromwell  (included in opinion filed as
                   Exhibit 5).

      24           Powers of Attorney  (set forth on the  signature  page of the
                   registration statement).

      99           Commonwealth  Industries,  Inc. 1997 Stock Incentive Plan, as
                   amended  and  restated  on April 23,  1999  (incorporated  by
                   reference  from  Exhibit 10.2 of the  Registrant's  Quarterly
                   Report on Form 10-Q for the quarter ended March 31, 1999).

                                      -1-
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Louisville, Kentucky on June 16, 1999.

                                    Commonwealth Industries, Inc.

                                    By:       /s/ MARK V. KAMINSKI
                                        -------------------------------
                                                Mark V. Kaminski
                                        President and Chief Executive
                                                   Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Mark V. Kaminski and Donald L. Marsh, Jr.
his or her true and lawful  attorney-in-fact and agents, each acting alone, with
full power of substitution and resubstitution, for and in his or her name, place
and stead,  in any and all  capacities,  to sign any or all  amendments  to this
Registration Statement,  including  post-effective  amendments,  and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person,  and hereby  ratifies and
confirms all his or her said attorneys-in-fact and agents, each acting alone, or
his  substitute  or  substitutes  may  lawfully do or cause to be done by virtue
thereof.

                                      -2-
Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities indicated on June 16, 1999.

      SIGNATURE                                      TITLE
      ---------                                      -----

    /s/ MARK V. KAMINSKI                   President, Chief Executive
-----------------------------                 Officer and Director
       Mark V. Kaminski                       (Principal Executive
                                                    Officer)

      /s/ PAUL E. LEGO                          Chairman of the Board
-----------------------------
         Paul E. Lego

-----------------------------                         Director
      Catherine G. Burke

-----------------------------                         Director
    C. Frederick Fetterolf

      /s/ JOHN E. MEROW                               Director
-----------------------------
        John E. Merow

     /s/ VICTOR TORASSO
-----------------------------                         Director
        Victor Torasso

   /s/ DONALD L. MARSH, JR.           Executive Vice President, Chief Financial
-----------------------------        Oficer and Secretary  (Principal Financial
     Donald L. Marsh, Jr.                        and Accounting Officer)

                                      -3-
Index to Exhibits
-----------------

                                                                   Sequentially
Exhibit No.              Description                              Numbered Page
-----------              -----------                              -------------

    5         Opinion and consent of Sullivan & Cromwell
              regarding the validity of the securities
              registered.......................................

    23.1      Consent of PricewaterhouseCoopers LLP............

    23.2      Consent of Sullivan & Cromwell (included in opinion
              filed as Exhibit 5)..............................

    24        Powers of Attorney (set forth on signature
              page of this Registration Statement).............

    99        Commonwealth Industries, Inc. 1997 Stock Incentive
              Plan, as amended and restated on April 23, 1999
              (incorporated by reference from Exhibit 10.2 of the
              Registrant's Quarterly Report on Form 10-Q for the
              quarter ended March 31, 1999)