SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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


               For the quarterly period ended September 30, 2001.

                         Commission file number 0-27918




                            Century Aluminum Company
             (Exact name of Registrant as specified in its Charter)



       Delaware                                           13-3070826
(State of Incorporation)                       (IRS Employer Identification No.)



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


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


     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 [  ]

     The registrant had 20,513,287 shares of common stock outstanding at October
31, 2001.





                            CENTURY ALUMINUM COMPANY

                     Index to Quarterly Report on Form 10-Q
                    For the Quarter Ended September 30, 2001

                         Part I - Financial Information
                                                                          Page
                                                                         Number

Item 1 -  Financial Statements

          Consolidated Balance Sheets as of September 30, 2001
          and December 31, 2000..........................................    1

          Consolidated Statements of Operations for the three months
          and nine months ended September 30, 2001 and 2000..............    2

          Consolidated Statements of Cash Flows for the nine months
          ended September 30, 2001 and 2000..............................    3

          Consolidated Statement of Shareholders' Equity for the
          nine months ended September 30, 2001...........................    4

          Notes to the Consolidated Financial Statements.................   5-20

Item 2 -  Management's Discussion and Analysis of Financial
          Condition and Results of Operations............................  21-30

Item 3 -  Quantitative and Qualitative Disclosures About Market Risk.....  31-33


                       Part II - Other Information

Item 1 -  Legal Proceedings..............................................    34

Item 2 -  Change in Securities and Use of Proceeds.......................    34

Item 4 -  Submission of Matters to a Vote of Stockholders................    34

Item 6 -  Exhibits and Reports on Form 8-K...............................    34

Signatures...............................................................    35




                            CENTURY ALUMINUM COMPANY
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
                                   (Unaudited)



                                                                               September 30, December 31,
                                                                                   2001         2000
                                                                                 --------     --------
                                                         ASSETS
                                                                                        
Current Assets:
     Cash ....................................................................   $ 32,085     $ 32,962
     Accounts receivable, trade - net ........................................     61,170       31,119
     Due from affiliates .....................................................     21,678       15,672
     Inventories .............................................................     73,748       44,081
     Prepaid and other assets ................................................      7,843        9,487
                                                                                 --------     --------
         Total current assets ................................................    196,524      133,321
Property, Plant and Equipment - net ..........................................    428,041      184,526
Intangible Asset .............................................................    151,845           --
Due from affiliates - Less current portion ...................................     10,733           --
Other Assets .................................................................     32,931       15,923
                                                                                 --------     --------
         Total ...............................................................   $820,074     $333,770
                                                                                 ========     ========


                                     LIABILITIES AND SHAREHOLDERS' EQUITY
                                                                                        
Current Liabilities:
     Accounts payable, trade .................................................   $ 47,104     $ 30,072
     Due to affiliates .......................................................      1,614        3,985
     Industrial revenue bonds ................................................      7,815           --
     Accrued and other current liabilities ...................................     43,865       17,739
     Accrued employee benefits costs - current portion .......................      6,106        4,824
                                                                                 --------     --------
         Total current liabilities ...........................................    106,504       56,620
                                                                                 --------     --------

Long Term Debt ...............................................................    321,352           --
Accrued Pension Benefits Costs - Less current portion ........................      4,040        3,656
Accrued Postretirement Benefits Costs - Less current portion .................     64,808       42,170
Other Liabilities ............................................................     10,871        6,560
Deferred Taxes ...............................................................     50,007       22,125
                                                                                 --------     --------
         Total noncurrent liabilities ........................................    451,078       74,511
                                                                                 --------     --------

Minority Interest ............................................................     25,086           --

Shareholders' Equity:
     Convertible preferred stock .............................................     25,000           --
     Common stock (one cent par value, 50,000,000 shares authorized;
       20,513,287 shares outstanding at September 30, 2001 and 20,339,203
       at December 31, 2000) .................................................        205          203
     Additional paid-in capital ..............................................    168,414      166,184
     Accumulated other comprehensive income ..................................     11,093           --
     Retained earnings .......................................................     32,694       36,252
                                                                                 --------     --------
         Total shareholders' equity ..........................................    237,406      202,639
                                                                                 --------     --------
         Total ...............................................................   $820,074     $333,770
                                                                                 ========     ========



                 See notes to consolidated financial statements


                                       1



                            CENTURY ALUMINUM COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In Thousands, Except Per Share Amounts)
                                   (Unaudited)



                                                        Three months ended       Nine months ended
                                                           September 30,            September 30,
                                                     ----------------------    ----------------------
                                                        2001         2000         2001         2000
                                                     ---------    ---------    ---------    ---------
                                                                                
NET SALES:
   Third-party customers .........................   $ 156,638    $  78,419    $ 399,856    $ 223,145
   Related parties ...............................      26,733       32,684       83,124       93,472
                                                     ---------    ---------    ---------    ---------
                                                       183,371      111,103      482,980      316,617
COST OF GOODS SOLD ...............................     178,459      103,026      453,319      292,500
                                                     ---------    ---------    ---------    ---------
GROSS PROFIT .....................................       4,912        8,077       29,661       24,117

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES .....       5,585        3,370       14,511        9,825
                                                     ---------    ---------    ---------    ---------
OPERATING INCOME (LOSS) ..........................        (673)       4,707       15,150       14,292

GAIN ON SALE OF FABRICATING BUSINESSES ...........          --           --           --        5,156
INTEREST INCOME (EXPENSE) - Net ..................     (10,258)         399      (20,249)       1,887
NET GAIN (LOSS) ON FORWARD CONTRACTS .............          --       (1,116)        (176)        (641)
OTHER INCOME (EXPENSE) ...........................       3,264         (127)       3,203        2,738
                                                     ---------    ---------    ---------    ---------
INCOME (LOSS) BEFORE INCOME TAXES ................      (7,667)       3,863       (2,072)      23,432

INCOME TAX (EXPENSE) BENEFIT .....................       3,015          486        1,104       (6,559)
                                                     ---------    ---------    ---------    ---------
NET INCOME (LOSS) BEFORE MINORITY INTEREST .......      (4,652)       4,349         (968)      16,873

MINORITY INTEREST, NET OF TAX ....................         810           --        1,620           --
                                                     ---------    ---------    ---------    ---------
NET INCOME (LOSS) ................................      (3,842)       4,349          652       16,873

PREFERRED DIVIDENDS ..............................        (500)          --       (1,000)          --
                                                     ---------    ---------    ---------    ---------


NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS   $  (4,342)   $   4,349    $    (348)   $  16,873
                                                     =========    =========    =========    =========

EARNINGS (LOSS) PER COMMON SHARE
   Basic .........................................   $   (0.21)   $    0.21    $   (0.02)   $    0.83
   Diluted .......................................   $   (0.21)   $    0.21    $   (0.02)   $    0.83

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
   Basic .........................................      20,513       20,339       20,459       20,339
                                                     =========    =========    =========    =========
   Diluted .......................................      20,513       20,399       20,459       20,405
                                                     =========    =========    =========    =========
DIVIDENDS PER COMMON SHARE .......................   $    0.05    $    0.05    $    0.15    $    0.15
                                                     =========    =========    =========    =========


                 See notes to consolidated financial statements



                                       2



                            CENTURY ALUMINUM COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
                                   (Unaudited)



                                                                    Nine months ended
                                                                     September 30,
                                                                    2001        2000
                                                                 ---------    --------
                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income ................................................   $     652    $ 16,873
   Adjustments to reconcile net income to net cash provided by
     (used in) operating activities:
       Depreciation and amortization .........................      30,422      10,726
       Deferred income taxes .................................         183       5,439
       Pension and other postretirement benefits .............       5,703       2,092
       Inventory market adjustment ...........................       3,175       1,631
       Gain on sale of fabricating businesses ................          --      (5,156)
       Minority Interest .....................................      (2,613)         --
       Change in operating assets and liabilities:
           Accounts receivable, trade - net ..................      (5,106)      6,353
           Due from affiliates ...............................       5,347       7,931
           Inventories .......................................       4,079       5,541
           Prepaids and other assets .........................         (15)     (2,859)
           Accounts payable, trade ...........................      (8,776)     (6,531)
           Due to affiliates .................................      (2,138)       (943)
           Accrued and other current liabilities .............      14,877     (13,594)
           Other - net .......................................       1,071      12,673
                                                                 ---------    --------
       Net cash provided by operating activities .............      46,861      40,176
                                                                 ---------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property, plant and equipment .................      (9,257)    (10,039)
   Proceeds from sale of property, plant and equipment .......          22          --
   Divestitures ..............................................      98,971          --
   Acquisitions ..............................................    (464,176)    (94,734)
   Restricted cash deposits ..................................          --       5,642
                                                                 ---------    --------
       Net cash used in investing activities .................    (374,440)    (99,131)
                                                                 ---------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Borrowings ................................................     321,352          --
   Financing fees ............................................     (15,440)         --
   Dividends .................................................      (4,210)     (3,153)
   Issuance of preferred stock ...............................      25,000          --
                                                                 ---------    --------
       Net cash provided by (used in) financing activities ...     326,702      (3,153)
                                                                 ---------    --------
NET INCREASE (DECREASE) IN CASH ..............................        (877)    (62,108)

CASH, BEGINNING OF PERIOD ....................................      32,962      85,187
                                                                 ---------    --------
CASH, END OF PERIOD ..........................................   $  32,085    $ 23,079
                                                                 =========    ========


                 See notes to consolidated financial statements


                                       3



                            CENTURY ALUMINUM COMPANY
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                    (In Thousands, Except Per Share Amounts)
                                   (Unaudited)



                                                                                  Additional                 Total
                                              Comprehensive  Preferred   Common     Paid-in    Retained  Shareholders'
                                                 Income        Stock      Stock     Capital    Earnings      Equity
                                                 ------        -----      -----     -------    --------      ------
                                                                                          
Balance, December 31, 2000.................                              $    203   $ 166,184  $ 36,252     $  202,639

Comprehensive Income - 2001
    Net Income - 2001......................    $       652                                          652            652
    Other Comprehensive Income:
       Unrealized gain on financial
       instruments, net of tax of $6,130            11,093                                                      11,093
                                               -----------
    Total comprehensive income.............    $    11,745
Dividends -
    Common, $0.15 per share................                                                      (3,210)        (3,210)
    Preferred, $2 per share................                                                      (1,000)        (1,000)

Issuance of Preferred Stock................                   $ 25,000                                          25,000
Issuance of Common Stock
    Compensation plans.....................                         --          2       2,230        --          2,232
                                                              --------   --------   ---------  --------     ----------
Balance, September 30, 2001................                   $ 25,000   $    205   $ 168,414 $  32,694     $  237,406
                                                              ========   ========   =========  ========     ==========


                 See notes to consolidated financial statements


                                       4



                            CENTURY ALUMINUM COMPANY
                   Notes to Consolidated Financial Statements
               Nine Month Period Ended September 30, 2001 and 2000
                             (Dollars in Thousands)
                                   (Unaudited)


1.   General

     Effective  April  1,  2001,  Century  Aluminum  Company  ("Century"  or the
"Company") completed the acquisition of NSA Ltd. ("NSA") from Southwire Company,
a privately-held wire and cable manufacturing  company. NSA owns and operates an
aluminum   reduction   operation  in  Hawesville,   Kentucky  (the   "Hawesville
Facility").  The purchase  price was $460,000,  plus the assumption of $7,815 in
industrial  revenue bonds,  and is subject to certain post closing  adjustments.
Simultaneous  with the  closing,  a  subsidiary  of  Glencore  International  AG
(together with its subsidiaries, the "Glencore Group" or "Glencore") effectively
purchased  a 20%  interest  in the  Hawesville  Facility  for  $99,000  plus the
assumption of a  proportionate  share of the  Hawesville  Facility's  industrial
revenue bonds and post closing  payments.  The Glencore 20% interest consists of
(1) title to the recently added fifth potline at the Hawesville Facility,  (2) a
20%  undivided  interest  in all other  assets  of and  rights  relating  to the
Hawesville  Facility,  other  than  the  original  four  potlines  and (3) a 20%
ownership  in a limited  liability  company  (the  "LLC")  which  holds  certain
intangible and other assets of the Hawesville  Facility (such as the alumina and
power supply contracts).  In connection with the Company's  financing of the NSA
acquisition,  Glencore  purchased  500,000  shares of the Company's  convertible
preferred stock for $25,000.  Each share of convertible preferred stock entitles
the holder to cumulative cash dividends of 8% per annum and may be converted, at
the holder's  option,  into the Company's  common stock at $17.92 per share. See
Note 5 to the Consolidated Financial Statements.

     With respect to the NSA acquisition, the Company has recorded the property,
plant and equipment that it owns directly  (potlines one through four) on a 100%
basis and has recorded its 80%  undivided  interest in the  remaining  property,
plant and equipment  (excluding  the fifth  potline  which is owned  directly by
Glencore) on a  proportionate  basis, in each case its interest in the property,
plant  and  equipment  including  the  related  depreciation,   is  recorded  in
accordance  with Emerging Issues Task Force Issue No. 00-01,  "Investor  Balance
Sheet and Income  Statement  Display under the Equity Method for  Investments in
Certain  Partnerships  and Other  Ventures."  The Company has  consolidated  the
assets and  liabilities  and related  results of  operations  of the LLC and has
reflected Glencore's 20% interest in the LLC as a minority interest.

     Century is a holding  company,  whose  principal  subsidiaries  are Century
Aluminum  of West  Virginia,  Inc.  ("Century  of West  Virginia")  and  Century
Kentucky, Inc. ("Century Kentucky"). Century of West Virginia operates a primary
aluminum  reduction  facility in  Ravenswood,  West  Virginia  (the  "Ravenswood
Facility"),  and, through its wholly-owned  subsidiary  Berkeley Aluminum,  Inc.
("Berkeley"),  holds a 49.67% interest in a partnership which operates a primary
aluminum  reduction  facility  in Mt.  Holly,  South  Carolina  (the "Mt.  Holly
Facility") and a 49.67% undivided interest in the property, plant, and equipment
comprising the Mt. Holly  Facility.  Century  Kentucky  effectively  owns an 80%
interest in the Hawesville Facility through NSA.

     In addition to the 500,000 of convertible  preferred shares,  Glencore owns
7,925,000 common shares,  or 38.6% of the Company's  outstanding  common shares.
Century and the  Glencore  Group  enter into  various  transactions  such as the
purchase and sale of primary aluminum, alumina and metals risk management.

     The accompanying unaudited interim consolidated financial statements of the
Company should be read in conjunction  with the audited  consolidated  financial
statements for the year ended December 31, 2000. In  management's  opinion,  the
unaudited interim  consolidated  financial  statements  reflect all adjustments,
which are of a normal  and  recurring  nature,  which are  necessary  for a fair
presentation,  in all material  respects,


                                       5


                            CENTURY ALUMINUM COMPANY
                   Notes to Consolidated Financial Statements
               Nine Month Period Ended September 30, 2001 and 2000
                             (Dollars in Thousands)
                                   (Unaudited)



     of financial results for the interim periods  presented.  Operating results
     for the first nine  months of 2001 are not  necessarily  indicative  of the
     results that may be expected for the year ending December 31, 2001.

2.   Inventories

     Inventories consist of the following:
                                                   September 30,    December 31,
                                                      2001             2000
                                                    -------          -------
     Raw materials ..............................   $43,851          $27,784
     Work-in-process ............................     6,253            3,286
     Finished goods .............................     8,003            3,859
     Operating and other supplies ...............    15,641            9,152
                                                    -------          -------
                                                    $73,748          $44,081
                                                    =======          =======

     At  September  30,  2001  and  December  31,  2000,  approximately  79%  of
inventories  were valued at the lower of  last-in,  first-out  ("LIFO")  cost or
market.  The  excess of  first-in,  first-out  ("FIFO")  cost over LIFO cost (or
market,  if lower) of inventory was  approximately  $1,000 at September 30, 2001
and approximately $490 at December 31, 2000. Inventory at September 30, 2001 has
been written down from LIFO cost to estimated  net  realizable  value or market.
Results of  operations  include  charges  of $3,175  and  $1,631  for  inventory
write-downs  for the periods  ended  September  30, 2001 and  December 31, 2000,
respectively.

3.   Intangible Asset

     The intangible asset consists of the power contract  acquired in connection
with the NSA  acquisition.  The contract  value will be amortized  over its term
(ten years)  using a method  that  results in annual  amortization  equal to the
percentage of a given year's  expected annual benefit to the total as applied to
the total recorded value of the power contract.

4.   Debt

     Effective April 1, 2001, the Company entered into a $100,000 senior secured
revolving credit facility (the "Revolving  Credit Facility") with a syndicate of
banks.  The Revolving  Credit  Facility may be used for working  capital  needs,
capital  expenditures and other general corporate  purposes.  The borrowing base
for  purposes  of  determining  availability  is  based  upon  certain  eligible
inventory  and  receivables.  The  Company is subject  to  customary  covenants,
including restrictions on: capital expenditures, additional indebtedness, liens,
guarantees,  mergers  and  acquisitions,   dividends,   distributions,   capital
redemptions  and  investments.  The  Company's  obligations  under the Revolving
Credit  Facility are  unconditionally  guaranteed  by its domestic  subsidiaries
(other  than  the LLC)  and  secured  by a first  priority,  perfected  security
interest in all accounts  receivable and inventory  belonging to the Company and
its  subsidiary  borrowers.  Amounts  outstanding  under  the  Revolving  Credit
Facility bear interest, at the Company's option, at either a floating LIBOR rate
or Fleet National  Bank's base rate, in each case plus the  applicable  interest
margin.  The Revolving  Credit Facility will mature on April 2, 2006. There were
no outstanding  borrowings  under the Revolving  Credit Facility as of September
30, 2001.


                                       6


                            CENTURY ALUMINUM COMPANY
                   Notes to Consolidated Financial Statements
               Nine Month Period Ended September 30, 2001 and 2000
                             (Dollars in Thousands)
                                   (Unaudited)


     Effective  April 1, 2001, in connection  with its  acquisition  of NSA, the
Company  issued and sold $325,000 of its 11 3/4% senior  secured first  mortgage
notes due 2008 (the  "Notes") to certain  institutional  investors  in a private
placement  under Rule 144A of the  Securities  Act of 1933.  The  payment of the
principal of, and premium and  semi-annual  interest on, the Notes is guaranteed
by the  Company's  domestic  subsidiaries  (other  than the LLC) and  secured by
mortgages and security interests granted by two of the Company's subsidiaries in
all of their  respective  interests in the real  property,  plant and  equipment
comprising  the  Hawesville  and  Ravenswood  facilities,  in  each  case to the
collateral  agent for the  benefit  of the  trustee  and the note  holders.  The
Company's  interest in the Mt. Holly property,  plant and equipment has not been
pledged as collateral. The Company is subject to customary covenants,  including
restrictions  on:  capital   expenditures,   additional   indebtedness,   liens,
guarantees,  mergers  and  acquisitions,   dividends,   distributions,   capital
redemptions  and  investments  and maintenance of a fixed charge coverage ratio.
The note  guarantees  will rank  equally in right of payment to the other senior
indebtedness   of  the  guarantors  and  senior  in  right  of  payment  to  all
subordinated indebtedness of the guarantors.

     Effective October 15, 2001, the Company commenced an exchange offer whereby
it offered  holders an  opportunity  to exchange the Notes for a like  principal
amount of 11 3/4% senior  secured first  mortgage  notes due 2008 (the "Exchange
Notes"), which are registered under the Securities Act of 1933. The terms of the
Exchange Notes are substantially similar to the Notes, except the Exchange Notes
do not have the transfer  restrictions and  registration  rights relating to the
Notes.  The  Exchange  Notes will not be listed on any  securities  exchange  or
included in any automated quotation system.

     Effective  April 1, 2001, in connection  with its  acquisition  of NSA, the
Company  assumed  industrial  revenue bonds ("IRBs") in the aggregate  principal
amount of $7,815.  Glencore has assumed a pro rata portion of that debt and will
pay a pro-rata  portion of service  costs of the IRBs through its  investment in
the  Hawesville  Facility.  The IRBs  mature on April 1, 2028,  are secured by a
letter of credit  and bear  interest  at a  variable  rate not to exceed 12% per
annum determined  weekly based on prevailing rates for similar bonds in the bond
market.  The interest rate on the IRBs at September 30, 2001 was 2.75%. The IRBs
are classified as current  liabilities  because they are  remarketed  weekly and
could be required to be repaid upon demand if there is a failed remarketing,  as
provided in the indenture governing the IRBs.

5.   Convertible Preferred Stock

     On April 2, 2001, the Company issued to Glencore 500,000 shares of its 8.0%
cumulative  convertible  preferred  stock  (the  "Preferred  Stock")  for a cash
purchase  price of  $25,000.  The  Preferred  Stock has a par value per share of
$0.01, a liquidation  preference of $50 per share and ranks junior to the Notes,
the  IRBs,  borrowings  under  the  Revolving  Credit  Facility  and  all of the
Company's other existing and future debt obligations.  Following is a summary of
the principal terms of the Preferred Stock:


o    Dividends. The holders of the Preferred Stock are entitled to receive fully
     cumulative  cash  dividends at the rate of 8% per annum per share  accruing
     daily and payable when declared quarterly in arrears.

o    Optional Conversion.  Each share of Preferred Stock may be converted at any
     time,  at the option of the  holder,  into shares of the  Company's  common
     stock,  at a price of $17.92,  subject to adjustment  for stock  dividends,
     stock splits and other specified corporate actions.


                                       7



                            CENTURY ALUMINUM COMPANY
                   Notes to Consolidated Financial Statements
               Nine Month Period Ended September 30, 2001 and 2000
                             (Dollars in Thousands)
                                   (Unaudited)


o    Voting Rights. The holders of Preferred Stock have limited voting rights to
     approve:  (1) any action by the  Company  which would  adversely  affect or
     alter the  preferences and special rights of the Preferred  Stock,  (2) the
     authorization  of any class of stock ranking senior to, prior to or ranking
     equally  with  the  Preferred   Stock,  and  (3)  any   reorganization   or
     reclassification  of the Company's capital stock or merger or consolidation
     of the Company.

o    Optional  Redemption.  After the third  anniversary  of the issue date, the
     Company may redeem the Preferred Stock, at its option,  for cash at a price
     of $52  per  share,  plus  accrued  and  unpaid  dividends  to the  date of
     redemption,  declining  ratably  to $50 per share at the end of the  eighth
     year.

o    Transferability.  The Preferred  Stock is freely  transferable in a private
     offering or any other  transaction which is exempt from, or not subject to,
     the  registration  requirements  of the  Securities  Act of  1933  and  any
     applicable state securities laws.

6.   Contingencies and Commitments

Environmental Contingencies

     The Company spends  significant sums to comply with  environmental laws and
to assure  compliance  with  known and  anticipated  requirements.  The  Company
believes it does not have  environmental  liabilities  that are likely to have a
material adverse effect on the Company.  However, there can be no assurance that
future requirements at currently or formerly owned properties will not result in
liabilities which may have a material adverse effect on the Company's  financial
condition, results of operations or liquidity.

     Century of West Virginia is  performing  certain  remedial  measures at its
Ravenswood Facility pursuant to a RCRA 3008(h) order issued by the Environmental
Protection  Agency  ("EPA")  in 1994  (the  "3008(h)  Order").  Century  of West
Virginia also conducted a RCRA facility  investigation  ("RFI") evaluating other
areas at Ravenswood that may have contamination  requiring remediation.  The RFI
was  submitted  to the  EPA in  December  1999.  Century  of West  Virginia,  in
consultation with the EPA , is carrying out interim remediation  measures at two
sites  identified in the RFI. The Company  expects that it will complete work on
these  two  sites by the end of 2002 and that the EPA will not  require  further
work as a result of the RFI. The Company  believes a significant  portion of the
contamination on the two identified sites is attributable to the operations of a
prior owner and will be the financial responsibility of that owner, as discussed
below.

     Kaiser Aluminum & Chemical  Corporation  ("Kaiser")  owned and operated the
Ravenswood  Facility for approximately 30 years before the Company purchased it.
Many of the conditions  that Century of West Virginia is remedying exist because
of activities that occurred during Kaiser's  ownership and operation.  Under the
terms of the Company's  agreement to purchase the Ravenswood  Facility  ("Kaiser
Purchase  Agreement"),  Kaiser retained the  responsibility  to pay the costs of
cleanup of those conditions.  In addition, Kaiser retained title to certain land
within the Ravenswood premises and is responsible for those areas.

     Under  the  terms  of the  Company's  agreement  to  sell  its  fabricating
businesses to Pechiney (the  "Pechiney  Agreement"),  the Company and Century of
West Virginia provided Pechiney with certain indemnifications. Those include the
assignment of certain of Century of West Virginia's indemnification rights under
the Kaiser Purchase Agreement (with respect to the real property  transferred to
Pechiney)  and the  Company's


                                       8



                            CENTURY ALUMINUM COMPANY
                   Notes to Consolidated Financial Statements
               Nine Month Period Ended September 30, 2001 and 2000
                             (Dollars in Thousands)
                                   (Unaudited)

indemnification rights under its stock purchase agreement with Alcoa relating to
the  Company's  purchase of Century  Cast Plate,  Inc.  The  Pechiney  Agreement
provides further indemnifications, which are limited, in general, to pre-closing
conditions  that were not  disclosed  to Pechiney  and to off-site  migration of
hazardous  substances  from  pre-closing  acts or  omissions  of Century of West
Virginia.  Environmental  indemnifications  under the Pechiney  Agreement expire
September 20, 2005 and are payable only to the extent they exceed $2,000.

     The  Hawesville  Facility has been listed on the National  Priorities  List
under  the  federal  Comprehensive  Environmental  Response,   Compensation  and
Liability  Act.  On July 6,  2000,  the EPA  issued a final  Record of  Decision
("ROD") which details response actions to be implemented at several locations at
the  Hawesville  site to address  actual or  threatened  releases  of  hazardous
substances.  Those actions include:

o    removal  and  off-site  disposal  at approved  landfills  of certain  soils
     contaminated by polychlorinated biphenyls ("PCBs");

o    management   and   containment   of  soils  and  sediments   with  low  PCB
     contamination in certain areas on-site; and

o    the continued extraction and treatment of cyanide contaminated ground water
     using the existing ground water treatment system.

     The total costs for the remedial  actions to be undertaken  and paid for by
Southwire  relative to this site are  estimated  under the ROD to be $12,600 and
the forecast of annual  operating  and  maintenance  costs is $1,200.  Under the
Company's  agreement with Southwire to purchase NSA,  Southwire  indemnified the
Company against all on-site  environmental  liabilities  known to exist prior to
the  closing  of the  acquisition,  including  all  remediation,  operation  and
maintenance  obligations  under the ROD.  Although  Southwire is responsible for
operating and maintaining  the ground water treatment  system required under the
ROD, the Company agreed to reimburse  Southwire up to $400 annually for the cost
of  extracting  and treating  contaminated  ground water on the site.  Under the
terms of the  Company's  agreements  with  Glencore  relating  to the  Company's
ownership and operation of the Hawesville Facility, Glencore will share pro rata
in any  environmental  costs (net of any amounts  available  under the indemnity
provisions in the Company's stock purchase agreement with Southwire)  associated
with the Hawesville Facility.

     If  on-site   environmental   liabilities  relating  to  NSA's  pre-closing
activities  that  were not known to exist as of the date of the  closing  of the
acquisition  become known  within six years after the  closing,  the Company and
Glencore,  based  on  each  company's  respective  percentage  interests  in the
Hawesville Facility, will share the costs of remedial action with Southwire on a
sliding  scale  depending  on  the  year  the  claim  is  brought.  Any  on-site
environmental  liabilities  arising  from  pre-closing  activities  which do not
become known until on or after the sixth  anniversary  of the closing of the NSA
acquisition will be the responsibility of Glencore and the Company. In addition,
the Company  and  Glencore  will be  responsible  for a pro rata  portion of any
post-closing  environmental  costs which  result from a change in  environmental
laws after the closing or from their own  activities,  including a change in the
use of the facility.

     The  Company  acquired  NSA by  purchasing  all of the  outstanding  equity
securities of its parent company,  Metalsco, which was a wholly-owned subsidiary
of Southwire.  Metalsco  previously  owned certain assets which


                                       9



                            CENTURY ALUMINUM COMPANY
                   Notes to Consolidated Financial Statements
               Nine Month Period Ended September 30, 2001 and 2000
                             (Dollars in Thousands)
                                   (Unaudited)

are unrelated to NSA, including the stock of Gaston Copper Recycling Corporation
("Gaston"), a secondary metals reduction facility in South Carolina.  Gaston has
numerous  liabilities  related  to  environmental  conditions  at its  reduction
facility. Gaston and all other non-NSA assets owned at any time by Metalsco were
identified in the Company's  agreement with  Southwire as unwanted  property and
were  distributed  to  Southwire  prior to the  closing of the NSA  acquisition.
Southwire  indemnified the Company for all  liabilities  related to the unwanted
property.  Southwire  also  retained  ownership of certain land  adjacent to the
Hawesville  Facility  containing NSA's former potliner disposal areas, which are
the sources of cyanide  contamination in the facility's  groundwater.  Southwire
retained full  responsibility  for this land,  which was never owned by Metalsco
and is  located on the north  boundary  of the  Hawesville  site.  In  addition,
Southwire  indemnified  the Company  against all risks  associated with off-site
hazardous   material  disposals  by  NSA  which  pre-date  the  closing  of  the
acquisition.

     Under the terms of the  Company's  agreement  to  purchase  NSA,  Southwire
secured its indemnity obligations for environmental  liabilities for seven years
after the closing by posting a $15,000  letter of credit issued in the Company's
favor,  with an additional  $15,000 to be posted if Southwire's  net worth drops
below a pre-determined  level during that period. The Company's indemnity rights
under the  agreement are shared pro rata with  Glencore.  The amount of security
Southwire  provides  may  increase  (but  not  above  $15,000  or  $30,000,   as
applicable) or decrease (but not below $3,000) if certain  specified  conditions
are met. The Company  cannot be certain that  Southwire will be able to meet its
indemnity  obligations.  In that event,  under certain  environmental laws which
impose  liability  regardless  of  fault,  the  Company  may be  liable  for any
outstanding remedial measures required under the ROD and for certain liabilities
related to the unwanted  properties.  If Southwire  fails to meet its  indemnity
obligations  or if the Company's  shared or assumed  liability is  significantly
greater  than  anticipated,   the  Company's  financial  condition,  results  of
operations and liquidity could be materially adversely affected.

     The Company,  together with all other past and present owners of an alumina
facility at St. Croix, Virgin Islands,  has entered into an Administrative Order
on Consent with the  Environmental  Protection  Agency (the "Order") pursuant to
which the  signatories  have agreed to carry out a Hydrocarbon  Recovery Plan to
remove and manage oil floating on top of  groundwater  underlying  the facility.
Recovered  hydrocarbons  and  groundwater  will  be  delivered  to the  adjacent
petroleum  refinery  where they will be received and  managed.  The owner of the
petroleum refinery will compensate the other signatories by paying them the fair
market  value  for  the  petroleum   recovered.   Lockheed  Martin   Corporation
("Lockheed"), which sold the facility to one of the Company's affiliates, Virgin
Islands  Alumina  Corporation  ("Vialco"),  in 1989, has tendered  indemnity and
defense of this matter to Vialco pursuant to terms of the Lockheed -Vialco Asset
Purchase Agreement. The Company also gave certain environmental indemnity rights
to St. Croix Alumina,  LLC ("St.  Croix"), an indirect affiliate of Alcoa, Inc.,
when  it  sold  the  facility  to  St.  Croix.   Those  rights  extend  only  to
environmental  conditions  arising from  Vialco's  operation of the facility and
then only after St. Croix has spent $300 on such conditions. Management does not
believe Vialco will have any indemnification obligation to St. Croix arising out
of the Order. Further, management does not believe Vialco's liability under this
Order will have a material adverse effect on the Company's financial  condition,
results of operations, or liquidity.

     It  is  the  Company's   policy  to  accrue  for  costs   associated   with
environmental  assessments and remedial  efforts when it becomes probable that a
liability  has been  incurred  and the costs can be  reasonably  estimated.


                                       10



                            CENTURY ALUMINUM COMPANY
                   Notes to Consolidated Financial Statements
               Nine Month Period Ended September 30, 2001 and 2000
                             (Dollars in Thousands)
                                   (Unaudited)

The aggregate  environmental  related accrued liabilities were $900 at September
30, 2001 and December 31, 2000.  All accruals have been recorded  without giving
effect  to any  possible  recoveries.  With  respect  to  ongoing  environmental
compliance costs, including maintenance and monitoring,  such costs are expensed
as incurred.

     Because of the issues and uncertainties  described above, and the Company's
inability to predict the  requirements of the future  environmental  laws, there
can be no assurance that future capital expenditures and costs for environmental
compliance  will not have a  material  adverse  effect on the  Company's  future
financial  condition,  results  of  operations,  or  liquidity.  Based  upon all
available  information,  management  does not believe  that the outcome of these
environmental  matters, or environmental matters concerning Mt. Holly, will have
a material  adverse  effect on the  Company's  financial  condition,  results of
operations, or liquidity.

Legal Contingencies

     Century  of West  Virginia  was a named  defendant  (along  with many other
companies) in  approximately  2,362 civil actions  brought by employees of third
party contractors who allege  asbestos-related  diseases arising out of exposure
at  facilities  where they worked,  including  Ravenswood.  All of those actions
relating to the  Ravenswood  Facility have been settled as to the Company and as
to Kaiser.  Approximately  10 of those civil actions alleged exposure during the
period the Company owned the Ravenswood Facility,  and the Company has agreed to
settlements  aggregating less than $10. The Company is awaiting receipt of final
documentation of those settlements and entry of dismissal  orders.  Employees of
third  party  contractors  recently  served  Century  of West  Virginia  with an
additional 142 civil actions alleging similar claims. The Company believes these
additional actions are subject to a settlement  agreement and have been tendered
to Kaiser for defense  pursuant to that agreement.  The Company further believes
it is  unlikely  these  additional  plaintiffs  were  exposed to asbestos at the
Ravenswood  Facility after Century of West Virginia  purchased the facility from
Kaiser and that the ultimate resolution of these claims will not have a material
adverse  effect on the Company's  financial  condition, results of operations or
liquidity.

     The  Company  has  pending  against it or may be  subject to various  other
lawsuits,  claims and proceedings  related primarily to employment,  commercial,
environmental  and safety  and  health  matters.  Although  it is not  presently
possible to determine the outcome of these  matters,  management  believes their
ultimate  disposition  will not have a material  adverse effect on the Company's
financial condition, results of operations, or liquidity.

     In August 1999, an illegal, one-day work stoppage temporarily shut down one
of the Company's four production lines at the Ravenswood  Facility.  The cost of
this work stoppage is estimated to be approximately  $10,000 including equipment
damaged as a result of the production  line  shutdown.  During 2000, the Company
filed a claim with its insurance carrier for business interruption and equipment
damage  relative  to the  work  stoppage  and  received  partial  settlement  of
approximately  $6,100. During 2001, the Company received an additional $2,400 as
final settlement of the claim.

Power Commitments

     The  Company  purchases  all  of  the  electricity   requirements  for  the
Ravenswood  Facility  from Ohio Power  Company  pursuant  to a fixed price power
supply  agreement.  That agreement  expires on July 31, 2003.  American Electric
Power  Company  (the parent of Ohio Power  Company) has advised the Company that
the Company is eligible to enter into a new fixed-price  power supply  agreement
with  Ohio  Power  upon  the  termination  of its  existing  agreement.  The new
agreement, the terms of which are established by a tariff approved by the Public
Utilities Commission of Ohio, would expire not later than December 31, 2005. The
tariff was created  pursuant to a  requirement  of the State of Ohio's  electric
power  deregulation  act and  will


                                       11


                            CENTURY ALUMINUM COMPANY
                   Notes to Consolidated Financial Statements
               Nine Month Period Ended September 30, 2001 and 2000
                             (Dollars in Thousands)
                                   (Unaudited)

govern   electrical  power  service  during  a  transitional   period  in  which
competitive power markets are expected to be developed.

     Power for the Mt.  Holly  Facility  is provided  under a contract  with the
South Carolina Public Service  Authority that expires on December 31, 2005. That
contract  provides fixed pricing  subject to system fuel cost  adjustments.  The
Hawesville  Facility currently  purchases all of its power from Kenergy Corp., a
local retail  electric  cooperative,  under a series of power supply  contracts.
Kenergy  acquires  the  power  it  provides  to the  Hawesville  Facility  under
fixed-price  contracts  with a subsidiary  of LG&E Energy  Corp.,  with delivery
guaranteed by LG&E.  Approximately 72% of the power is purchased from Kenergy at
fixed prices under a contract  which runs through  2010.  The  remaining  28% is
purchased under other fixed price contracts with Kenergy which expire at various
times from 2003 to 2005.

Labor Commitments

     Century of West  Virginia's  hourly  employees,  which  comprise 39% of the
Company's  workforce are  represented by the United  Steelworkers of America and
are currently working under a four-year labor agreement effective June 1, 1999.

     The LLC's hourly employees,  which comprise 41% of the Company's workforce,
are represented by the United  Steelworkers of America and are currently working
under a five-year labor agreement effective April 1, 2001.

Other Commitments

     The Company may be required to make  post-closing  payments to Southwire up
to an aggregate maximum of $7,000 if the price of primary aluminum on the London
Metals  Exchange  ("LME")  exceeds  specified  levels  during  the  seven  years
following  closing of the NSA acquisition.  Glencore will be responsible for its
pro-rata  portion  of any  post-closing  payments  made to  Southwire.

7.   Forward Delivery Contracts and Financial Instruments

     As a  producer  of primary  aluminum  products,  the  Company is exposed to
fluctuating  raw material and primary  aluminum  prices.  The Company  routinely
enters into fixed and market priced  contracts for the sale of primary  aluminum
and the purchase of raw materials in future periods.

     In  connection  with the sale of its  aluminum  fabricating  businesses  to
Pechiney in September 1999, the Company entered into a Molten Aluminum  Purchase
Agreement (the "Pechiney Metal  Agreement")  with Pechiney that expires July 31,
2003 with  provisions for extension.  Pursuant to the Pechiney Metal  Agreement,
Pechiney purchases, on a monthly basis, at least 23.0 million pounds and no more
than  27.0  million  pounds  of  molten  aluminum  at a  price  determined  by a
market-based formula.

     Subsequent to the Company's  purchase of an additional  23% interest in the
Mt. Holly Facility from Xstrata,  effective  April 1, 2000, the Company  entered
into a ten-year agreement with Glencore (the "Glencore Metal Agreement") to sell
approximately  110.0  million  pounds of  primary  aluminum  products  per year.
Selling  prices  for the first two years of the  Glencore  Metal  Agreement  are
determined by a  market-based  formula while the remaining  eight years are at a
fixed price as defined in the agreement.


                                       12


                            CENTURY ALUMINUM COMPANY
                   Notes to Consolidated Financial Statements
               Nine Month Period Ended September 30, 2001 and 2000
                             (Dollars in Thousands)
                                   (Unaudited)

     In connection  with the NSA  acquisition in April 2001, the Company entered
into a 10-year  contract with Southwire  (the  "Southwire  Metal  Agreement") to
supply 240 million pounds of high-purity molten aluminum annually to Southwire's
wire  and  cable  manufacturing  facility  located  adjacent  to the  Hawesville
Facility. Under this contract, Southwire will also purchase 60 million pounds of
standard  grade  molten  aluminum  each  year for the  first  five  years of the
contract,  with an option to purchase an equal  amount in each of the  remaining
five years. Assuming the option is exercised,  this represents approximately 57%
of the production  capacity of the Hawesville  Facility  through the duration of
the contract.  The Company and Glencore will each be responsible for providing a
pro rata portion of the aluminum supplied to Southwire under this contract.  The
price for the molten  aluminum to be delivered to Southwire  from the Hawesville
Facility is variable and will be  determined  by  reference to the U.S.  Midwest
Market  Index.   This   agreement   expires  on  December  31,  2010,  and  will
automatically renew for additional five-year terms, unless either party provides
12 months notice that it has elected not to renew.

     Apart from the Pechiney  Metal  Agreement,  Glencore  Metal  Agreement  and
Southwire Metal Agreement,  the Company had forward  delivery  contracts to sell
306.1 million  pounds and 50.3 million  pounds of primary  aluminum at September
30,  2001  and  December  31,  2000,  respectively.  Of these  forward  delivery
contracts,  9.2 million pounds and 14.7 million pounds at September 30, 2001 and
December 31, 2000, respectively, were with the Glencore Group.

     The  Company is party to a long-term  supply  agreement  to purchase  936.0
million pounds of alumina annually through the end of 2001. Beginning on January
1, 2002, that agreement,  which terminate on December 31, 2006, will be replaced
by new long-term alumina supply  agreements with Glencore.  These new agreements
provide  that  Glencore  will  supply a fixed  quantity  of  alumina  at  prices
determined by a market-based formula. In addition, as part of its acquisition of
an additional  23% interest in the Mt. Holly  Facility,  the Company  assumed an
alumina supply agreement with Glencore for its alumina requirements  relative to
the additional interest.  This agreement terminates in 2008 and is priced with a
market-based  formula. As part of its acquisition of NSA, the Company assumed an
alumina supply  agreement with Kaiser.  That agreement  expires in 2005 and is a
variable-priced market based contract.

     To mitigate the volatility in its market priced forward delivery contracts,
the Company enters into fixed price financial sales  contracts,  which settle in
cash in the period  corresponding to the intended  delivery dates of the forward
delivery contracts. At September 30, 2001 and December 31, 2000, the Company had
financial  instruments,  primarily  with the Glencore  Group,  for 313.4 million
pounds and 453.5 million pounds,  respectively.  These financial instruments are
scheduled for settlement at various dates in 2001 through 2003. The Company also
had fixed price financial  purchase  contracts to purchase aluminum at September
30, 2001 of 0.7 million pounds.  These  financial  instruments are scheduled for
settlement  during  2001.  The  Company had no fixed  price  financial  purchase
contracts to purchase aluminum at December 31, 2000.  Additionally,  to mitigate
the  volatility of the natural gas markets,  the Company enters into fixed price
financial purchase contracts,  which settle in cash in the period  corresponding
to the intended  usage of natural gas. At  September  30, 2001,  the Company had
financial  instruments for 3.6 million DTH's (one decatherm is equivalent to one
million British Thermal  Units).  These financial  instruments are scheduled for
settlement at various dates in 2001 through 2005. Based on the fair value of the
Company's  financial  instruments  as of September 30, 2001,


                                       13


                            CENTURY ALUMINUM COMPANY
                   Notes to Consolidated Financial Statements
               Nine Month Period Ended September 30, 2001 and 2000
                             (Dollars in Thousands)
                                   (Unaudited)

accumulated other comprehensive  income of $4,788 is expected to be reclassified
to earnings over the next twelve month period.

8.   Supplemental Cash Flow Information

                                                              Nine Months Ended
                                                               September 30,
                                                            -------------------
                                                            2001            2000
                                                            ----         -------
             Cash paid for:
                   Interest .......................         $ 48         $   218
                   Income taxes ...................          466             616
             Cash received for:
                  Interest ........................          784           2,143
                  Income tax refunds ..............         $ 31         $13,322

9.   Acquisitions

     Effective  April 1, 2001, the Company  completed the acquisition of NSA, an
entity that operates a 237,000 metric ton per year aluminum reduction  operation
in Hawesville,  Kentucky. The purchase price was $460,000 plus the assumption of
$7,815 in IRBs and is subject to certain post closing adjustments. See Note 1 to
the Consolidated Financial Statements for additional details relating to the NSA
acquisition.  The Company  financed the NSA acquisition  with: (i) proceeds from
the sale of its Notes,  (ii) proceeds  from the sale of its  Preferred  Stock to
Glencore,  (ii)  proceeds  from the sale to  Glencore  of a 20%  interest in the
Hawesville Facility, and (iv) available cash. The Glencore 20% interest consists
of (1) title to the recently added fifth potline at the Hawesville Facility, (2)
a 20%  undivided  interest  in all other  assets of and rights  relating  to the
Hawesville  Facility,  other  than  the  original  four  potlines  and (3) a 20%
ownership  in the LLC which holds  certain  intangible  and other  assets of the
Hawesville  Facility  (such  as the  alumina  and  power  supply  contracts  and
obligations  under the IRB's).  The Company  accounted  for the NSA  acquisition
using the purchase method of accounting.  See Notes 4 and 5 to the  Consolidated
Financial  Statements for additional  information about the financing of the NSA
acquisition.

     Effective  April  1,  2000,  Century,  through  its  wholly-owned  indirect
subsidiary  Berkeley,  increased its 26.67% undivided  interest in the property,
plant and equipment  comprising the Mt. Holly Facility to 49.67% by purchasing a
23% undivided  interest from a subsidiary of Xstrata AG,  ("Xstrata") a publicly
traded Swiss company. As part of the purchase,  Berkeley also acquired Xstrata's
23% interest in the general  partnership  which  operates and  maintains the Mt.
Holly  Facility (the  "Operating  Partnership",  and together with the Mt. Holly
Facility, the "Mt. Holly Assets"). Prior to Berkeley's purchase from Xstrata, it
held a  26.67%  interest  in the  Operating  Partnership.  Glencore  is a  major
shareholder of Xstrata. The purchase was completed pursuant to an asset purchase
agreement dated as of March 31, 2000 (the "Mt. Holly Purchase Agreement") by and
between  Berkeley  and  Xstrata.  The  aggregate  purchase  price for  Xstrata's
interest  in Mt.  Holly  Assets was  $94,734.  Under the terms of the Mt.  Holly
Purchase  Agreement,  Berkeley  also  agreed  to  assume  certain  of  Xstrata's
obligations and liabilities  relating to the Mt. Holly Assets.  The terms of the
Mt. Holly Purchase


                                       14


                            CENTURY ALUMINUM COMPANY
                   Notes to Consolidated Financial Statements
               Nine Month Period Ended September 30, 2001 and 2000
                             (Dollars in Thousands)
                                   (Unaudited)

Agreement were determined through arms-length  negotiations between the parties.
The Company used available cash to complete the purchase and the acquisition was
accounted for using the purchase method.

     The  following  schedule  represents  the  unaudited  pro forma  results of
operations  for the nine months ended  September  30, 2001 and 2000 assuming the
acquisitions  occurred on January 1, 2000.  The  unaudited pro forma amounts may
not be  indicative  of the  results  that  actually  would have  occurred if the
transactions  described  above had been  completed and in effect for the periods
indicated or the results that may be obtained in the future.

                                                 Nine months ended September 30,
                                                       2001           2000
                                                     --------      ---------
                                                             (unaudited)

     Net sales..............................         $568,903       $587,109
     Net income(loss).......................              (76)        16,483
     Net income(loss) available to common
        shareholders........................           (1,576)        14,983
     Earnings(loss) per share...............          $ (0.08)       $  0.74

10.  New Accounting Standards

     Effective  January 1, 2001,  the Company  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  133,  as  amended by SFAS No.  138,  which
establishes  accounting  and  reporting  standards for  derivative  instruments,
including  certain  derivative  instruments  embedded in other contracts and for
hedging activities. All derivatives, whether designated in hedging relationships
or not, are required to be recorded on the balance  sheet at fair value.  If the
derivative  is designated  as a cash flow hedge,  the effective  portions of the
changes in the fair value of the derivative  are recorded in  accumulated  other
comprehensive  income and are recognized in the income statement when the hedged
item affects earnings.  Ineffective portions of the changes in the fair value of
the cash flow hedges are  recognized  in  earnings.  Effectiveness  of hedges is
measured by a historical and probable future high  correlation of changes in the
fair value of the hedging  instrument  with the changes in the fair value of the
hedged  item.  If the  correlation  ceases to exist,  hedge  accounting  will be
terminated  and gains and losses on forward  financial  sales  contracts will be
recorded  as net  gains  (losses)  on  forward  contracts  in the  Statement  of
Operations.

     As of January 1, 2001, the Company's financial  instruments were designated
as cash flow hedges.  As these  financial  instruments  had not been recorded as
hedges prior to the adoption of SFAS No. 133, there was no transition adjustment
upon adoption. As of September 30, 2001, accounts receivable and other long-term
assets included  $22,699,  and accrued and other  liabilities  included  $5,476,
representing the fair value of the Company's financial instruments. Based on the
fair value of the  Company's  financial  instruments  as of September  30, 2001,
accumulated other comprehensive  income of $4,788 is expected to be reclassified
to earnings over the next twelve month period.

     The Financial Accounting Standards Board (the "FASB") continues to identify
and provide guidance on various  implementation  issues related to SFAS Nos. 133
and 138 that are in varying  stages of review  and

                                       15


                            CENTURY ALUMINUM COMPANY
                   Notes to Consolidated Financial Statements
               Nine Month Period Ended September 30, 2001 and 2000
                             (Dollars in Thousands)
                                   (Unaudited)

clearance  by the FASB.  The  Company has  adopted  all FASB  guidance  that was
required to be  implemented  by  September  30,  2001.  The Company is currently
evaluating  the impact of pending FASB  guidance and has not  determined  if the
ultimate  resolution  of  those  issues  would  have a  material  impact  on its
financial statements.

     In July 2001, the FASB issued SFAS No. 141, "Business  Combinations."  SFAS
No. 141 requires the purchase  method of  accounting  for business  combinations
initiated  after June 30, 2001 and eliminates the  pooling-of-interests  method.
The Company is currently  assessing,  but has not yet determined,  the impact of
SFAS No. 141 on its financial position and results of operations.

     In July 2001, the FASB issued SFAS No. 142,  "Goodwill and Other Intangible
Assets",  which becomes effective January 1, 2002. SFAS No. 142 requires,  among
other things, the discontinuance of goodwill amortization. In addition, SFAS No.
142 includes provisions for the  reclassification of certain existing recognized
intangibles as goodwill, reassessment of the useful lives of existing recognized
intangibles,  reclassification of certain intangibles out of previously reported
goodwill and the  identification  of  reporting  units for purposes of assessing
potential future impairments of goodwill. SFAS No. 142 also requires the Company
to complete a transitional  goodwill impairment test six months from the date of
adoption.  The Company is currently assessing,  but has not yet determined,  the
impact of SFAS No. 142 on its financial position and results of operations.

     In June  2001,  the  FASB  issued  SFAS  No.  143,  "Accounting  for  Asset
Retirement Obligations." This Statement establishes standards for accounting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The standard is required to be adopted by the
Company beginning January 1, 2003. The Company is currently  assessing,  but has
not yet  determined,  the impact of SFAS No. 143 on its  financial  position and
results of operations.

     In August 2001, the FASB issued SFAS No. 144, "Accounting for Impairment or
Disposal of Long Lived Assets." This statement  addresses  financial  accounting
and reporting for the impairment and disposal of long-lived assets. The standard
is required to be adopted by the Company  beginning January 1, 2002. The Company
is currently assessing,  but has not yet determined,  the impact of SFAS No. 144
on its financial position and results of operations.


                                       16



                            CENTURY ALUMINUM COMPANY
                   Notes to Consolidated Financial Statements
               Nine Month Period Ended September 30, 2001 and 2000
                             (Dollars in Thousands)
                                   (Unaudited)

11. Consolidating Condensed Financial Information

          The Company's 11 3/4% Senior Secured First Mortgage Notes due 2008 are
jointly and  severally  and fully and  unconditionally  guaranteed by all of the
Company's material wholly-owned direct and indirect subsidiaries (the "Guarantor
Subsidiaries").  Condensed  consolidating financial information was not provided
for the periods prior to the acquisition  because:  (i) Century Aluminum Company
has no  independent  assets  or  operations,  (ii) the  guarantees  are full and
unconditional  and  joint  and  several,   and  (iii)  for  those  periods,  any
subsidiaries of the Company other than the subsidiary  guarantors were minor. As
of  September  30,  2001,  as a  result  of the  acquisition  of the  Hawesville
Facility,  Century holds an 80% equity interest in Century Aluminum of Kentucky,
LLC ("LLC"). LLC and other subsidiaries of the Company which are immaterial will
not  guarantee  the  notes  (collectively,  the  "Non-Guarantor  Subsidiaries").
Because LLC is not a minor  subsidiary,  the Company is providing  condensed
consolidating  financial  information  for the periods  following  the Company's
acquisition of the Hawesville Facility.

     The following summarized condensed  consolidating  financial information as
of and for the nine months ended  September 30, 2001 presents  separate  results
for  the  Century  Aluminum   Company,   the  Guarantor   Subsidiaries  and  the
Non-Guarantor  Subsidiaries.  The Guarantor Subsidiaries are segregated into two
groups,  one consisting of  subsidiaries  that have  previously been included in
Century's  audited  financial results and the other consisting of newly-acquired
and newly-formed  subsidiaries.  Guarantor  Subsidiaries  previously included in
Century's audited  financial  statements are: Century Aluminum of West Virginia,
Inc.,  Berkeley Aluminum,  Inc. and Virgin Islands Alumina  Corporation LLC. The
newly  acquired and newly formed  subsidiaries  are:  Century of Kentucky,  Inc.
("CKI"), Metalsco, Ltd. ("Metalsco"),  Skyliner, Inc. ("Skyliner") and NSA, Ltd.
("NSA").  These companies have been  aggregated  because the only assets held by
CKI,  Metalsco,  and  Skyliner,  other than CKI's  investment  in LLC, are their
respective ownership interests, direct or indirect, in NSA.

         This summarized condensed  consolidating  financial information may not
necessarily be indicative of the results of operations or financial position had
the  Company,  the  Guarantor  Subsidiaries  or the  Non-Guarantor  Subsidiaries
operated as independent entities.


                                       17



                            CENTURY ALUMINUM COMPANY
                   Notes to Consolidated Financial Statements
               Nine Month Period Ended September 30, 2001 and 2000
                             (Dollars in Thousands)
                                   (Unaudited)


                      Condensed Consolidating Balance Sheet
                            As of September 30, 2001



                                                 Combined
                                                 Recently
                                                 Acquired
                                                and Newly       Combined                                  Reclassi-
                                                 Formed           Other         Combined                  fications
                                                Guarantor       Guarantor     Non-guarantor    The           and
                                               Subsidiaries    Subsidiaries   Subsidiaries   Company     Eliminations   Consolidated
                                               ------------    ------------   -------------  -------     ------------   ------------
                                                                                                          
Assets:
Cash and cash equivalents ...................          --             --             --         32,085            --         32,085
Accounts receivables, net ...................      25,664         35,457             49             --            --         61,170
Due from affiliates .........................          --         70,090          2,543        336,511      (387,466)        21,678
Inventory ...................................       2,437         39,830         31,481             --            --         73,748
Other current assets ........................         578            695            601          5,969            --          7,843
                                                 --------       --------       --------       --------      --------       --------
      Total current assets ..................      28,679        146,072         34,674        374,565      (387,466)       196,524
Investment in subsidiaries ..................      99,351             --             --        230,116      (329,467)            --
Property, plant and equipment,net ...........     245,233        182,115            172            521            --        428,041
Intangible asset ............................          --             --        151,845             --            --        151,845
Due from affiliates - Less current portion ..          --         10,733             --             --            --         10,733
Other non-current assets ....................          --         18,658             --         14,273            --         32,931
                                                 --------       --------       --------       --------      --------       --------
      Total assets ..........................     373,263        357,578        186,691        619,475      (716,933)       820,074
                                                 ========       ========       ========       ========      ========       ========


Liabilities and shareholders' equity:
Accounts payable, trade ......................         50         18,240         28,814             --            --         47,104
Due to affiliates ............................    351,865            850             --         37,359      (388,460)         1,614
Industrial revenue bonds .....................         --             --          7,815             --            --          7,815
Accrued and other current liabilities ........      1,810         16,860          6,159         20,430         4,712         49,971
                                                 --------       --------       --------       --------      --------       --------
      Total current liabilities ..............    353,725         35,950         42,788         57,789      (383,748)       106,504
Long term debt ...............................         --             --             --        321,352            --        321,352
Other non-current liabilities ................      2,594         55,460         19,467          2,198            --         79,719
Deferred taxes ...............................     28,353         24,642             --            730        (3,718)        50,007
                                                 --------       --------       --------       --------      --------       --------
      Total non-current liabilities ..........     30,947         80,102         19,467        324,280        (3,718)       451,078

Minority interest ............................         --             --         25,086             --            --         25,086

Shareholders' Equity:
Convertible preferred stock ..................         --             --             --         25,000            --         25,000
Common stock .................................         --             59             --            205           (59)           205
Additional paid-in capital ...................         --        226,998        110,797        168,414      (337,795)       168,414
Accumulated other comprehensive income .......     (2,185)        13,278             --         11,093       (11,093)        11,093
Retained earnings ............................     (9,224)         1,191        (11,447)        32,694        19,480         32,694
                                                 --------       --------       --------       --------      --------       --------
      Total shareholders' equity ............     (11,409)       241,526         99,350        237,406      (329,467)       237,406
                                                 --------       --------       --------       --------      --------       --------
      Total liabilities and equity ..........     373,263        357,578        186,691        619,475      (716,933)       820,074
                                                 ========       ========       ========       ========      ========       ========


                                       18





                            CENTURY ALUMINUM COMPANY
                   Notes to Consolidated Financial Statements
               Nine Month Period Ended September 30, 2001 and 2000
                             (Dollars in Thousands)
                                   (Unaudited)


                 Condensed Consolidating Statement of Operations
                  For the Nine Months Ended September 30, 2001



                                                 Combined
                                                 Recently
                                                 Acquired
                                                and Newly       Combined                                  Reclassi-
                                                 Formed           Other         Combined                  fications
                                                Guarantor       Guarantor     Non-guarantor    The           and
                                               Subsidiaries    Subsidiaries   Subsidiaries   Company     Eliminations   Consolidated
                                               ------------    ------------   -------------  -------     ------------   ------------
                                                                                                         


 Net sales:
  Third-party customers .....................      153,863        245,993             --             --           --        399,856
  Related parties ...........................          177         82,947        157,243             --     (157,243)        83,124
                                                  --------       --------       --------       --------     --------       --------
                                                   154,040        328,940        157,243             --     (157,243)       482,980

 Cost of goods sold .........................      135,675        309,203        164,633             --     (156,192)       453,319
                                                  --------       --------       --------       --------     --------       --------

Gross profit                                        18,365         19,737         (7,390)            --       (1,051)        29,661
 Selling, general and administrative expenses           --          1,854          5,724          8,082       (1,149)        14,511
                                                  --------       --------       --------       --------     --------       --------
 Operating income ...........................       18,365         17,883        (13,114)        (8,082)          98         15,150
 Interest income (expense), net .............      (22,783)            --           (123)         2,755          (98)       (20,249)
 Other income (expense), net ................          (19)         2,868            170              8           --          3,027
                                                  --------       --------       --------       --------     --------       --------
 Income (loss) before taxes
    and minority interest ...................       (4,437)        20,751        (13,067)        (5,319)          --         (2,072)
 Income tax (expense) benefit ...............        6,660         (7,471)            --          1,915           --          1,104
                                                  --------       --------       --------       --------     --------       --------
 Net income (loss) before minority interest .        2,223         13,280        (13,067)        (3,404)          --           (968)
 Minority interest, net of tax ..............           --             --          1,620             --           --          1,620
 Equity earnings (loss) of subsidiaries .....      (11,447)            --             --          4,056        7,391             --
                                                  --------       --------       --------       --------     --------       --------
 Net income (loss) ..........................       (9,224)        13,280        (11,447)           652        7,391            652
                                                  ========       ========       ========       ========     ========       ========


                                       19





                            CENTURY ALUMINUM COMPANY
                   Notes to Consolidated Financial Statements
               Nine Month Period Ended September 30, 2001 and 2000
                             (Dollars in Thousands)
                                   (Unaudited)


                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  For the Nine Months Ended September 30, 2001



                                                 Combined
                                                 Recently
                                                 Acquired
                                                and Newly       Combined                                  Reclassi-
                                                 Formed           Other         Combined                  fications
                                                Guarantor       Guarantor     Non-guarantor    The           and
                                               Subsidiaries    Subsidiaries   Subsidiaries   Company     Eliminations   Consolidated
                                               ------------    ------------   -------------  -------     ------------   ------------
                                                                                                         

Net cash provided by (used in) operating
 activities                                         37,109          5,011         (3,080)         7,821           --         46,861
                                                  --------       --------       --------       --------     --------       --------

Investing activities:
  Purchase of property, plant and equipment, net        --         (9,133)          (150)            48           --         (9,235)
  Divestitures                                      98,971             --             --             --           --         98,971
  Acquisition of the Hawesville Operation, net    (464,176)            --             --             --           --       (464,176)
                                                  --------       --------       --------       --------     --------       --------
Net cash provided by (used in) investing
 activities                                       (365,205)        (9,133)          (150)            48           --       (374,440)
                                                  --------       --------       --------       --------     --------       --------

Financing activities:
  Borrowings, third party                               --             --             --        321,352           --        321,352
  Financing fees                                        --             --             --        (15,440)          --        (15,440)
  Dividends                                             --             --             --         (4,210)          --         (4,210)
  Intercompany transactions                        328,096        (28,840)         3,230       (302,486)          --             --
  Issuance of preferred stock                           --             --             --         25,000           --         25,000
                                                  --------       --------       --------       --------     --------       --------
Net cash provided by (used in) financing
 activities                                        328,096        (28,840)         3,230         24,216           --        326,702
                                                  --------       --------       --------       --------     --------       --------
Net increase (decrease) in cash                         --        (32,962)            --         32,085           --           (877)
Cash, beginning of period                               --         32,962             --             --           --         32,962
                                                  --------       --------       --------       --------     --------       --------
Cash, end of period                                     --             --             --         32,085           --         32,085
                                                  ========       ========       ========       ========     ========       ========



                                       20



     FORWARD-LOOKING   STATEMENTS  -  CAUTIONARY  STATEMENT  UNDER  THE  PRIVATE
     SECURITIES REFORM ACT OF 1995.

     This  quarterly  report  on  Form  10-Q  contains  certain  forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933 and
Section 21E of the  Securities  Exchange Act of 1934.  Words such as  "expects,"
"anticipates,"  "forecasts,"  "intends,"  "plans,"  "believes,"  "projects," and
"estimates" and variations of such words and similar expressions are intended to
identify such forward-looking statements.  These statements include, but are not
limited to,  statements  regarding  new business and  customers,  contingencies,
environmental  matters  and  liquidity  under  "Part  I,  Item 2 -  Management's
Discussion and Analysis of Financial Condition and Results of Operations," "Part
I, Item 3 -  Quantitative  and  Qualitative  Disclosures  About Market Risk" and
"Part II, Item 1 Legal  Proceedings."  These  statements  are not  guarantees of
future performance and involve risks and uncertainties and are based on a number
of  assumptions  that could  ultimately  prove to be wrong.  Actual  results and
outcomes  may  vary  materially  from  what is  expressed  or  forecast  in such
statements.  Among  the  factors  that  could  cause  actual  results  to differ
materially are general economic and business  conditions,  changes in demand for
the Company's products and services or the products of the Company's  customers,
fixed asset utilization,  competition, the risk of technological changes and the
Company's competitors  developing more competitive  technologies,  the Company's
dependence on certain important customers,  the availability and terms of needed
capital, risks of loss from environmental liabilities,  and other risks detailed
in this report.  The Company  undertakes no  obligation  to update  publicly any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.  The following  information  should be read in  conjunction
with  the  Company's  2000  Form  10-K  along  with the  consolidated  financial
statements and related footnotes included within the Form 10-K.

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

Overview

     The Company is a producer of primary aluminum and its net sales are derived
from  the  sale of  primary  aluminum.  Effective  April 1,  2000,  the  Company
increased  its  ownership  in the Mt.  Holly  facility to 49.67% by acquiring an
additional 23% interest for a cash purchase price of $94.7 million. The Mt Holly
facility  has an annual  production  capacity of 480  million  pounds of primary
aluminum, and our interest represents 238.4 million pounds of that capacity.

     On April 2, 2001, the Company  acquired from  Southwire,  a  privately-held
wire and cable manufacturing  company, all of the outstanding stock of Metalsco,
formerly a wholly owned  subsidiary of Southwire.  Metalsco owns NSA, which owns
and operates the Hawesville  Facility.  The Hawesville Facility has the capacity
to produce 523 million  pounds of primary  aluminum  per year.  The Company also
acquired from  Southwire,  certain land,  facilities and rights related to NSA's
aluminum  reduction  operations  which were not held by NSA.  The cash  purchase
price for the NSA  acquisition  was  $460.0  million,  subject  to post  closing
working capital  adjustments.  The Company also assumed industrial revenue bonds
related to the Hawesville  Facility in the principal  amount of $7.8 million and
Century may be


                                       21


required to make  additional  post  closing  payments to Southwire of up to $7.0
million. In connection with the acquisition, Glencore effectively purchased from
Century a 20% interest in the Hawesville  Facility for $99.0 million and assumed
responsibility  for  payment of 20% of the  principal  amount of the  industrial
revenue  bonds and payment of a pro rata  portion of any  post-closing  payments
made  to  Southwire.  Glencore  also  purchased  $25.0  million  of  convertible
preferred  stock of the Company with an 8% cumulative  dividend  preference.  In
connection with its financing of the transaction,  the Company issued to certain
institutional  investors  $325.0  million of its senior  secured first  mortgage
notes (the  "Notes")  due 2008 in a private  offering  exempt from  registration
under the  Securities  Act of 1933.  Effective  October  15,  2001,  the Company
commenced  an exchange  offer  whereby it offered  holders' the  opportunity  to
exchange the Notes for a like  principal  amount of 11 3/4% senior secured first
mortgage notes due 2008 (the "Exchange  Notes"),  which are registered under the
Securities Act of 1933.

     The aluminum  industry is cyclical and the market price of primary aluminum
(which trades as a commodity) is determined by worldwide supply and demand.  The
Company's  results of operations depend to a large degree on the market price of
primary  aluminum.  Any adverse changes in the conditions that affect the market
price of primary  aluminum could have a material adverse effect on the Company's
results of operations.

      The principal elements comprising the Company's cost of goods sold are raw
materials,  power and labor.  The principal raw materials used by the Company in
its production process are alumina, coal tar, pitch, petroleum coke and aluminum
fluoride.  Pursuant  to a supply  contract  with Alcoa  which will  expire as of
December  31,  2001,  the Company pays a fixed price for the alumina used at the
Ravenswood  facility  and 54% of the  Company's  requirements  at the Mt.  Holly
facility.  All of the Company's  remaining  alumina  requirements  are purchased
under variable-price contracts with the price of alumina purchased linked to the
LME price for primary aluminum.  In connection with its acquisition of Xstrata's
23% interest in the Mt. Holly facility,  the Company assumed Xstrata's long-term
variable-price  supply  contract with  Glencore  which  provides the  additional
alumina  required  as a result of the  Company's  increased  interest in the Mt.
Holly  facility.  The Company  purchases  the alumina it uses at the  Hawesville
Facility from Kaiser under a  variable-price  supply contract which runs through
2005. Beginning January 1, 2002, the Company will replace its fixed-price supply
contract  with  Alcoa  with a five  year  variable-price  supply  contract  with
Glencore which will supply the alumina used at the  Ravenswood  facility and for
54% of the  Company's  requirements  at the Mt.  Holly  facility.  As a  result,
beginning  January 1, 2002 all of the  Company's  alumina  requirements  will be
purchased  under  variable-price  contracts  linked to market prices for primary
aluminum.

     The  Company  uses  significant  amounts  of  electricity  in the  aluminum
production  process.  Under the terms of the Company's supply contract with Ohio
Power,  the  Company  pays a fixed  price for the power  used at the  Ravenswood
Facility.  That  agreement  expires on July 31, 2003.  American  Electric  Power
Company  (the parent of Ohio Power  Company)  has  advised the Company  that the
Company is eligible to enter into a new fixed-price  power supply agreement with
Ohio Power upon the  termination of its existing  agreement.  The new agreement,
the terms of which are established by a tariff approved by the Public  Utilities


                                       22



Commission of Ohio,  would expire not later than  December 31, 2005.  The tariff
was created  pursuant to a  requirement  of the State of Ohio's  electric  power
deregulation act and will govern  electrical power service during a transitional
period in which  competitive  power markets are expected to be developed.  Under
the terms of the supply contracts with South Carolina Public Service  Authority,
the Company  pays fixed  prices for power used at the Mt.  Holly  Facility.  The
Hawesville  Facility  currently  purchases its power  requirements from Kenergy,
mostly at fixed prices.  The Company's  results of operations in the first three
quarters of 2001 were adversely impacted by recent increases in coal costs which
triggered the fuel cost adjustment in the Mt. Holly power supply contract.

     The Company's labor costs are subject to the terms of labor contracts which
generally  have  provisions  for  annual  fixed  increases  in hourly  wages and
benefits adjustments.  On June 1, 1999, the Company entered into a new four-year
labor contract with its hourly  workers at the  Ravenswood  facility which calls
for fixed  increases  in hourly  wages in 2001 and 2002 and provides for certain
benefits  adjustments.  In  connection  with the NSA  acquisition,  the  Company
negotiated a collective  bargaining  agreement with the USWA which covers all of
the  represented  hourly  employees  at  the  Hawesville  Facility.  Under  this
agreement,  the Company  established  the terms of employment for USWA employees
and  settled  all claims  relating  to a work  stoppage  which  occurred  during
Southwire's  ownership of the  facility.  The agreement was ratified by the USWA
local  on  September  28,  2000,  became  effective  upon  closing  of  the  NSA
acquisition and has a five-year term. The agreement provides for fixed increases
in hourly wages and certain benefits  adjustments in its first,  third and fifth
years.  The  work  rules  under  the new  collective  bargaining  agreement  are
substantially similar to those previously in place at the Hawesville Facility.

     The  Company  values  most of its  inventory  at the  lower of LIFO cost or
market.  At the end of each  period,  the  Company is required to write down the
LIFO cost of  inventory  to the extent  that the market  price for  aluminum  is
lower.  This could adversely  affect the Company's  reported  results in periods
when the market price of aluminum has declined substantially.  To the extent the
inventory is sold in a subsequent period, the related reserve is reversed.


                                       23



Results of Operations

     The  following   discussion   reflects  Century's   historical  results  of
operations,  which do not include results from the Company's additional interest
in the Mt. Holly Facility until it was acquired in April 2000 and do not include
results for the Company's 80% interest in the  Hawesville  Facility until it was
acquired in April 2001.

     Century's  financial  highlights  include (in  thousands,  except per share
data):



                                                   Three months ended                     Nine months ended
                                                     September 30,                          September 30,
                                           -----------------------------------    ----------------------------------
                                                2001               2000                2001               2000
                                           ---------------    ----------------    ---------------    ---------------
                                                                                         
Net sales
   Third-party customers                   $  156,638         $     78,419        $ 399,856          $  223,145
   Related party customers                     26,733               32,684           83,124              93,472
                                           ---------------    ----------------    ---------------    ---------------
Total                                         183,371              111,103          482,980             316,617

Net income (loss)                          $   (3,842)        $      4,349        $     652          $   16,873
Net income (loss) available
  to common shareholders                   $   (4,342)        $      4,349        $    (348)         $   16,873
Earnings (loss) per share - basic          $    (0.21)        $       0.21        $   (0.02)         $     0.83



     Net  sales.  Net  sales for the  three  months  ended  September  30,  2001
increased  65.1% to $183.4  million  from $111.1  million for the same period in
2000.  The  increase  was  primarily  the result of  increased  volumes from the
Hawesville  Facility and was  partially  offset by declining  market  prices for
primary  aluminum.  Net sales  for the nine  months  ended  September  30,  2001
increased  52.6% to $483.0 million from $316.6 million for the nine months ended
September 30, 2000.  The increase was primarily the result of increased  volumes
from  the  Hawesville  Facility  beginning  April  1,  2001  and  the  Company's
additional  23% interest in the Mt. Holly Facility  beginning  April 1, 2000 and
was partially offset by declining market prices for primary aluminum.

     Gross  profit.  Gross profit for the three months ended  September 30, 2001
decreased  $3.2  million to $4.9  million from $8.1 million for the three months
ended  September  30, 2000.  The decrease was  primarily the result of declining
market  prices for  primary  aluminum,  a $2.9  million  lower of cost or market
inventory  writedown and a $0.8 million  charge for a  non-recurring  electrical
power  surcharge at the Mt. Holly  Facility  and was  partially  offset by gross
margins on sales volume from the Hawesville Facility.  For the nine months ended
September  30, 2001 gross profit  increased  $5.6 million to $29.7  million from
$24.1 million for the same period in 2000. The increase was primarily the result
of gross margins on sales volume from (a) the Company's  additional  interest in
the Mt. Holly Facility  beginning in April 2000 and (b) the Hawesville  Facility
acquisition  beginning in April 2001 and was  partially  offset by (x) declining
market prices for primary  aluminum,  (y) the electrical power surcharge of $3.1
million at the Mt. Holly  Facility  during the first nine months of 2001 and (z)
the  lower of cost or  market  inventory  writedowns  of $3.2  million  and $1.6
million during the first nine months of 2001 and 2000.


                                       24


     Selling,   general  and  administrative   expenses  Selling,   general  and
administrative  expenses for the three months ended September 30, 2001 increased
to $5.6 million from $3.4 million for the three months ended September 30, 2000.
For the nine months ended September 30, 2001 selling, general and administrative
expenses  increased to $14.5 million from $9.8 million for the nine months ended
September 30, 2000.  The increases  were  primarily a result of the inclusion of
the Company's  pro rata share of selling,  general and  administrative  expenses
from the Hawesville Facility following the NSA acquisition in April 2001.

     Operating  income  or loss  Operating  loss  for  the  three  months  ended
September  30, 2001 was $0.7  million and  operating  income for the nine months
ended September 30, 2001 was $15.2 million.  This compares with operating income
of $4.7 million and $14.3 million for the three and nine months ended  September
30, 2000. Changes in operating income are primarily a result of changes in gross
profit and increases in selling,  general and administrative expences related to
the NSA acquisition.

     Gain On Sale of Fabricating Businesses. For the nine months ended September
30, 2000, the Company recorded a gain on the sale of its fabricating  businesses
of $5.2 million.  This resulted from the settlement of post-closing  adjustments
to the transaction as originally recorded.

     Net Interest Income or Expense.  Net interest  expense during the three and
nine  months  ended  September  30, 2001 was $10.3  million  and $20.2  million,
respectively.  This compares with net interest  income of $0.4 and $1.9 million,
respectively,  for the same periods in 2000. The change in interest was a result
of using available cash to fund the acquisition of an additional interest in the
Mt.  Holly  Facility in April 2000 and the  borrowings  required to fund the NSA
acquisition in April 2001.

     Net Gains/Losses on Forward Contracts.  For the nine months ended September
30, 2001 the Company recorded a loss on forward  contracts of $0.2 million.  For
the three and nine months ended  September 30, 2000 the Company  recorded a loss
of $1.1 million and $0.6 million, respectively. The Company adopted SFAS No.133,
"Accounting for Derivative  Instruments  and Hedging  Activities," as amended by
SFAS  No.138,  effective  January  1,  2001.  See  Note  10 to the  Consolidated
Financial  Statements appearing in Part I, Item 1. Most of the Company's forward
delivery  contracts qualify for the normal purchase and sale exemption  provided
by SFAS No.138.  The Company's  forward  financial sales  contracts,  which were
previously recorded at fair value through the statement of operations, have been
designated  as cash flow  hedges as of January  1, 2001.  To the extent our cash
flow  hedges are  effective,  unrealized  gains and losses on forward  financial
sales  contracts will no longer be reported in the statement of operations,  but
rather will be reported in accumulated  other  comprehensive  income on a net of
tax basis and reclassified into earnings when realized.

     Other  Income/Expense.  Other  income for the three and nine  months  ended
September  30,  2001  was $3.3  million  and $3.2  million,  respectively.  This
compares with other expense of $0.1 million and other income of $2.7 million for
the same periods in 2000. The quarterly change in other income resulted from the
receipt of $2.4 million  during the quarter  ended  September  30, 2001 in final
settlement of the Company's business interruption and property damage claim with
its  insurance  carrier.  The claim was a result of the illegal work stoppage at


                                       25


the Ravenswood Facility in August 1999. The nine months ended September 30, 2000
included  $3.0  million  resulting  from  partial  settlement  of  the  business
interruption  and property  damage claim related to the illegal work stoppage at
the Ravenswood facility in August 1999.

     Tax  Provision/Benefit.  Income tax  benefit  for the three and nine months
ended September 30, 2001 were $3.0 million and $1.1 million, respectively.  This
compares  with an income tax  benefit of $0.5  million and income tax expense of
$6.6  million  for the same  periods in 2000.  The change in income  taxes was a
result of lower pre-tax  income in 2001. The tax  benefit/expense  for the three
and nine  months  ended  September  30,  2000 was a result of the  reduction  of
estimated  income  taxes  payable  relating  to the  reversal  of  prior  period
accruals.

     Net Income or loss  before  Minority  Interest.  The Company had a net loss
before  minority  interest of $4.7 million and $1.0 million during the three and
nine months ended  September 30, 2001 compared to net income of $4.3 million and
$16.9 million during the  comparable  2000 periods.  Net income before  minority
interest decreased for the reasons discussed above.

Liquidity and Capital Resources


After the NSA Acquisition

     With the consummation of the NSA acquisition and the sale of the Notes, the
Company's  principal  sources of  liquidity  are cash flow from  operations  and
borrowings under the revolving credit facility.  The Company's principal uses of
cash are payments of principal  and interest on the Company's  outstanding  debt
and dividends on preferred and common stock, the funding of capital expenditures
and  investments  in  related  businesses,  working  capital  and other  general
corporate requirements.

     Debt Service

     As of September 30, 2001, the Company had  approximately  $329.2 million of
indebtedness  outstanding,  including  $321.4 million of principal amount of the
outstanding  notes, net of unamortized  issuance  discount,  and $7.8 million in
industrial  revenue  bonds  which  were  assumed  in  connection  with  the  NSA
acquisition.

     Notes. Interest payments on the 11 3/4% Senior Secured First Mortgage Notes
are payable  semiannually  in arrears  beginning on October 15, 2001.  The notes
will  mature in 2008.  The  indenture  governing  the notes  contains  customary
covenants  limiting our ability to pay dividends,  incur debt, make  investments
and maintenance of a fixed charge  coverage ratio.  Pursuant to the terms of the
indenture,  because the Company did not  consummate a registered  exchange offer
for the  outstanding  notes on or before  September  30,  2001,  the  Company is
required to pay additional  interest on the outstanding  notes at a rate of 0.5%
over the  stated  rate from  September  30,  2001  until the  exchange  offer is
consummated on November 12, 2001.

     Revolving  Credit  Facility.  In connection with the NSA  acquisition,  the
Company  replaced its former $67.1 million  revolving credit facility with a new
$100.0  million  revolving  credit


                                       26


facility.   Amounts   outstanding   under  the  revolving  credit  facility  are
unconditionally guaranteed by its domestic subsidiaries (other than the LLC) and
secured  by  first  priority,   preferred  security  interest  in  all  accounts
receivable   and   inventory   belonging  to  the  Company  and  its   guarantor
subsidiaries.  The  availability of funds under the revolving credit facility is
subject to a $30.0  million  reserve and limited by a specified  borrowing  base
consisting of certain  eligible  accounts  receivable and inventory.  Borrowings
under the revolving credit facility are, at the Company's  option,  at the LIBOR
rate or the Fleet  National  Bank base rate plus, in each case,  the  applicable
interest margin.  The applicable  interest margin ranges from 2.25% to 3.0% over
the LIBOR rate and 0.75% to 1.5% over the base rate.  The  maturity  date of the
facility is April 2, 2006.  Interest  periods for LIBOR rate borrowings are one,
two, three or six months, at the Company's option. We expect the borrowing base,
less  the  reserve,   will  permit  the  Company  to  borrow  in  the  aggregate
approximately  $60.0 million under the revolving credit facility.  The revolving
credit facility contains customary  convenants limiting the Company's ability to
repay or redeem other debt, pay dividends, incur debt and make investments.

     Industrial  Revenue  Bonds.  As  part  of the  purchase  price  for the NSA
acquisition,  the Company  assumed  industrial  revenue  bonds in the  aggregate
principal  amount of $7.8  million  which  were  issued in  connection  with the
financing  of  certain  solid  waste  disposal  facilities  constructed  at  the
Hawesville Facility. Pursuant to the Company's agreement with Glencore, Glencore
will pay a pro rata portion of the debt service costs of the industrial  revenue
bonds.  The  industrial  revenue bonds mature on April 1, 2028, are secured by a
letter of credit  and bear  interest  at a  variable  rate not to exceed 12% per
annum  determined  weekly based upon  prevailing  rates for similar bonds in the
industrial  revenue bond market. At September 30, 2001, the interest rate on the
industrial  revenue  bonds  was  2.75%.  The  bonds are  classified  as  current
liabilities  because  they  are  remarketed  weekly  and,  under  the  indenture
governing  the bonds,  repayment  upon  demand  could be  required if there is a
failed remarketing.

     Convertible Preferred Stock.

     In connection with the NSA acquisition, the Company issued $25.0 million of
Century Aluminum Company convertible preferred stock to Glencore. The Company is
required to pay dividends on the preferred stock at a rate of 8% per year, which
is cumulative.  The notes and the revolving credit facility impose  restrictions
on the  Company's  ability to pay cash  dividends on the  convertible  preferred
stock.

     Working Capital

     Working  capital  was $90.0  million at  September  30,  2001.  The Company
believes  that  its  working  capital  needs  will be  consistent  with the past
experience of the Company and that  borrowing  availability  under the revolving
credit facility should be sufficient to meet expected near-term liquidity needs.

     Capital Expenditures

     Capital  expenditures  for  2001 are  expected  to be  approximately  $15.0
million to $20.0 million and will principally be related to upgrading production
equipment, maintaining



                                       27


facilities and complying with  environmental  requirements.  As of September 30,
2001, the Company has made capital  expenditures of approximately  $9.3 million.
The revolving credit facility will impose  restrictions on the Company's ability
to make capital  expenditures;  however, the Company believes that the amount of
capital  expenditures  permitted will be adequate to maintain its properties and
business and comply with environmental requirements.

     Acquisitions

     The Company  actively  pursues  opportunities  to acquire primary  aluminum
reduction  facilities which offer favorable cost structures.  In connection with
possible future acquisitions,  the Company may need additional financing,  which
may be  provided in the form of debt or equity.  The  Company  cannot be certain
that  any  such  financing  will be  available.  The  Company  anticipates  that
operating  cash  flow,  together  with  borrowings  under the  revolving  credit
facility, will be sufficient to meet its future debt service obligations as they
become due, as well as working  capital and capital  expenditures  requirements.
However,  the  Company's  ability to make  scheduled  payments of principal  and
interest on, or to refinance, its debt obligations,  will depend upon its future
operating  performance,  which will be affected by general economic,  financial,
competitive,  regulatory,  business and other factors,  many of which are beyond
the  Company's  control.  The Company will continue from time to time to explore
additional  financing  methods  and other  means to lower  its cost of  capital,
including  stock issuances or debt financing and the application of the proceeds
to the repayment of bank debt or other indebtedness.

     Historical

     The Company's  statements of cash flows for the nine months ended September
30, 2001 and 2000 are summarized below (dollars in thousands):

                                                        2001            2000
                                                   -------------   -------------
Net cash from operating activities................    $ 46,861       $  40,176
Net cash used in investing activities.............    (374,440)        (99,131)
Net cash from (used in) financing activities......     326,702          (3,153)
                                                   -------------   -------------
Increase (decrease) in cash.......................    $ (877)         $(62,108)
                                                   =============   =============

     Cash provided from operating  activities  increased to $46.9 million in the
first nine months of 2001 from $40.2  million  for the same period in 2000.  The
increase is primarily a result of operating  cash flow  attributable  to the NSA
acquisition.

      The Company's net cash used for investing  activities  was $374.4  million
during the first nine months of 2001.  The cash was used  primarily  for the NSA
acquisition  and was partially  offset by the proceeds from the sale to Glencore
of the minority interest in the Hawesville Facility. The Company's net cash used
in investing  activities was $99.1 million during the first nine months of 2000.
The cash was used primarily for the acquisition of an additional interest in the
Mt. Holly Facility in April 2000.


                                       28



     Net cash provided from  financing  activities was $326.7 million during the
first nine months of 2001. The cash from financing activities was primarily from
borrowings and the issuance of preferred  stock related to the NSA  acquisition.
The net cash used by financing  activities  during the first nine months of 2000
was $3.2 million, which was used to fund the dividend payment for the first nine
months of 2000.

Environmental Expenditures and Other Contingencies

     The Company has incurred and in the future will  continue to incur  capital
expenditures  and  operating  expenses  for matters  relating  to  environmental
control,  remediation,  monitoring and compliance.  The aggregate  environmental
related accrued liabilities were $0.9 million at September 30, 2001 and December
31, 2000. The Company believes that compliance with current  environmental  laws
and regulations is not likely to have a material adverse effect on the Company's
financial condition, results of operations or liquidity; however,  environmental
laws and  regulations  may change,  and the  Company may become  subject to more
stringent  environmental  laws and  regulations  in the future.  There can be no
assurance that  compliance  with more stringent  environmental  laws that may be
enacted in the future, or future  remediation  costs,  would not have a material
adverse effect on the Company's  financial  condition,  results of operations or
liquidity.

     The   Company   has   planned   environmental   capital   expenditures   of
approximatesly $3.4 million for 2001, $6.7 million for 2002 and $3.9 million for
2003. In addition,  the Company expects to incur operating  expenses relating to
environmental  matters of  approximately  $5.2 million in each of 2001, 2002 and
2003.  These  estimates  include the  Company's  80% pro rata portion of planned
environmental  expenditures at the Hawesville Facility. As part of the Company's
general capital expenditure plan, it also expects to incur capital  expenditures
for other capital projects that may, in addition to improving operations, reduce
certain environmental impacts.

     The Company is a defendant in several  actions  relating to various aspects
of its business.  While it is impossible to predict the ultimate  disposition of
any litigation,  the Company does not believe that any of these lawsuits, either
individually  or in the  aggregate,  will have a material  adverse effect on the
Company's financial condition, results of operations or liquidity.

    See Note 6 to Consolidated Financial Statements appearing in Part I, Item 1.

New Accounting Standards

     In June 1998, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting for
Derivative  Instruments  and Hedging  Activities." In June 2000, the FASB issued
SFAS No. 138,  which amended  certain  provisions of SFAS No. 133,  including an
amendment to expand the normal purchase and sale exemption for supply contracts.
The Company  was  required to adopt SFAS No. 133, as amended by SFAS No. 138, on
January 1, 2001.

     As of September 30, 2001 the Company's forward delivery contracts qualified
for the  normal  purchase  and sale  exemption  provided  in SFAS No.  138.  The
Company's primary


                                       29


aluminum  financial  instruments,  which were previously  recorded at fair value
through the statement of operations,  were  designated as cash flow hedges as of
January 1, 2001 and  accordingly,  to the extent the Company's  cash flow hedges
are effective,  unrealized  gains and losses are reflected as accumulated  other
comprehensive  income net of tax while realized gains and losses are recorded as
revenue. The Company's natural gas financial  instruments,  which are designated
as cash flow  hedges,  were  recorded at fair value on the  balance  sheet as of
December 31, 2000 and September 30, 2001. No transition  adjustment was required
upon adoption of SFAS No. 133. As of September 30, 2001, the Company  reported a
balance in accumulated other comprehensive income of $11.1 million.

     The Financial Accounting Standards Board (the "FASB") continues to identify
and provide guidance on various  implementation  issues related to SFAS Nos. 133
and 138 that are in varying  stages of review  and  clearance  by the FASB.  The
Company has adopted all FASB  guidance  that was required to be  implemented  by
September 30, 2001.  The Company is currently  evaluating  the impact of pending
FASB guidance and has not determined if the ultimate  resolution of those issues
would have a material impact on its financial statements.

     In July 2001, the FASB issued SFAS No. 141, "Business  Combinations."  SFAS
No. 141 requires the purchase  method of  accounting  for business  combinations
initiated  after  September  30, 2001 and  eliminates  the  pooling-of-interests
method.  The Company is currently  assessing,  but has not yet  determined,  the
impact of SFAS No. 141 on its financial position and results of operations.

     In July 2001, the FASB issued SFAS No. 142,  "Goodwill and Other Intangible
Assets," which becomes effective  January 1, 2002. SFAS No. 142 requires,  among
other things,  the  discontinuance of goodwill  amortization.  In addition,  the
standard  includes  provisions  for the  reclassification  of  certain  existing
recognized intangibles as goodwill, reassessment of the useful lives of existing
recognized   intangibles,   reclassification   of  certain  intangibles  out  of
previously  reported  goodwill and the  identification  of  reporting  units for
purposes of assessing  potential  future  impairments of goodwill.  SFAS No. 142
also requires the Company to complete a transitional  goodwill  impairment  test
six months from the date of adoption.  The Company is currently  assessing,  but
has not yet determined, the impact of SFAS No. 142 on its financial position and
results of operations.


     In June  2001,  the  FASB  issued  SFAS  No.  143,  "Accounting  for  Asset
Retirement Obligations." This Statement establishes standards for accounting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The standard is required to be adopted by the
Company beginning January 1, 2003. The Company is currently  assessing,  but has
not yet  determined,  the impact of SFAS No. 143 on its  financial  position and
results of operations.


     In August 2001, the FASB issued SFAS No. 144, "Accounting for Impairment or
Disposal of Long Lived Assets." This statement  addresses  financial  accounting
and reporting for the impairment and disposal of long-lived assets. The standard
is required to be adopted by the Company  beginning January 1, 2002. The Company
is currently assessing,  but has not yet determined,  the impact of SFAS No. 144
on its financial position and results of operations.


                                       30



Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity Prices

     The Company's  manages its exposure to fluctuations in the price of primary
aluminum by selling  aluminum at fixed  prices for future  delivery  and through
financial  instruments as well as alumina  supply  contracts with prices tied to
the same indices as the Company's  aluminum sales contracts.  The Company's risk
management  activities  do not  include  trading  or  speculative  transactions.
Although the Company has not materially  participated in the purchase of call or
put options,  in cases where  Century  sells forward  primary  aluminum,  it may
purchase call options to benefit from price  increases  which are  significantly
above forward sales prices. In addition,  it may purchase put options to protect
itself from price decreases.

     In  connection  with the sale of its  aluminum  fabricating  businesses  to
Pechiney  in  September  1999,  the  Company  entered  into the  Pechiney  Metal
Agreement,  pursuant to which Pechiney  purchases,  on a monthly basis, at least
23.0  million  pounds and no more than 27.0  million  pounds of molten  aluminum
produced at the  Ravenswood  Facility at a price  determined  by a  market-based
formula.  Subsequent to the Company's  purchase of an additional 23% interest in
the Mt. Holly  Facility from Xstrata,  and effective  April 1, 2000, the Company
entered into the Glencore Metal Agreement pursuant to which it sells to Glencore
110.0 million pounds of primary  aluminum  products per year. In connection with
the NSA  acquisition in April 2001, the Company entered into the Southwire Metal
Agreement  pursuant  to which  Southwire  purchases  240  million  pounds of the
high-purity molten aluminum produced at the Hawesville  Facility,  along with an
additional 60 million pounds of standard grade molten aluminum each year for the
first five years of the contract,  with an option to purchase an equal amount in
each of the  remaining  five  years,  at a price  determined  by a market  based
formula.  The Company and Glencore will each be responsible  for providing a pro
rata portion of the aluminum  supplied to Southwire  under the  Southwire  Metal
Agreement. See Note 7 to the Consolidated Financial Statements appearing in Part
I, Item 1.

     Apart from the Pechiney  Metal  Agreement,  Glencore  Metal  Agreement  and
Southwire  Metal  Agreement the Company had forward  delivery  contracts to sell
306.1 and 50.3  million  pounds of primary  aluminum at  September  30, 2001 and
December  31, 2000,  respectively.  Of these  forward  delivery  contracts,  9.2
million  pounds and 14.7 million  pounds at September  30, 2001 and December 31,
2000, respectively, were with the Glencore Group.

     The  Company is party to a long-term  supply  agreement  to purchase  936.0
million pounds of alumina annually through the end of 2001. Beginning January 2,
2002,  that agreement will be replaced by new long-term  supply  agreements with
Glencore.  These  agreements  provide for a fixed  quantity of alumina at prices
determined by a market-based formula. In addition, as part of its acquisition of
an  additional  23% interest in the Mt. Holly  Facility,  the Company  assumed a
supply  agreement  with  Glencore  for the  alumina  raw  material  requirements
relative


                                       31


to the additional  interest.  The unit cost is also determined by a market-based
formula.  The alumina  supply  agreement  terminates in 2008. As part of its NSA
acquisition,  the Company assumed an alumina supply agreement with Kaiser.  That
agreement will terminate in 2005 and is a variable priced market based contract.

     At September 30, 2001, the Company had entered into 313.4 million pounds of
fixed priced forward primary aluminum  financial sales contracts  primarily with
the Glencore Group to mitigate the risk of commodity price fluctuations inherent
in its business. These contracts will be settled in cash at various dates during
2001 and 2003.  The  Company  had forward  commitments  to purchase  aluminum at
September  30, 2001 of 0.7  million  pounds.  These  financial  instruments  are
scheduled for settlement during 2001. The Company had no forward  commitments to
purchase aluminum at December 31, 2000.  Additionally,  in order to mitigate the
volatility  of the natural  gas  markets,  the  Company  enters into fixed price
forward  financial  purchase  contracts,  which  settle  in cash  in the  period
corresponding  to the intended  usage of natural gas. At September 30, 2001, the
Company had financial instruments for 3.6 million DTH (one decatherm, or DTH, is
equivalent  to one  million  British  Thermal  Units or DTUs).  These  financial
instruments are scheduled for settlement at various dates in 2001 through 2005.

     On a  hypothetical  basis a $0.01 per pound increase in the market price of
primary  aluminum is estimated to have an unfavorable  impact of $2.0 million on
accumulated other  comprehensive  income for the nine months ended September 30,
2001 as a result  of the  forward  primary  aluminum  financial  sale  contracts
entered into by the Company at September 30, 2001.  This  quantification  of the
Company's exposure to the commodity price of aluminum is necessarily limited, as
it does not take into consideration the Company's  inventory or forward delivery
contracts,  or the  offsetting  impact upon the sales price of primary  aluminum
products.

     On a  hypothetical  basis,  a $0.50 per DTH decrease in the market price of
natural  gas is  estimated  to have an  unfavorable  impact of $1.1  milllion on
accumulated other  comprehensive  income for the nine months ended September 30,
2001 as a result of the forward natural gas financial purchase contracts entered
into by the Company at September 30, 2001.

     Effective January 1, 2001, to the extent the Company's cash flow hedges are
effective,  unrealized  gains and  losses on  marking  forward  financial  sales
contracts to market will be reported in accumulated other  comprehensive  income
until settled, rather than in the Statement of Operations.

     Century monitors its overall position,  and its metals and natural gas risk
management  activities are subject to the  management,  control and direction of
senior  management.  These  activities  are  regularly  reported to the Board of
Directors of Century.

Interest Rates

         Interest Rate Risk.  The  Company's  primary debt  obligations  are the
outstanding  notes,  borrowings  under its  revolving  credit  facility  and the
industrial  revenue  bonds  the  Company  assumed  in  connection  with  the NSA
acquisition.  Because  the  notes  bear a fixed  rate of  interest,  changes  in
interest rates do not subject the Company to changes in future interest


                                       32


expense with respect to the outstanding  notes.  Borrowings  under the Company's
revolving credit facility,  if any, are at variable rates at a margin over LIBOR
or the Fleet  National  Bank base  rate,  as  defined  in the  revolving  credit
facility.   The  industrial  revenue  bonds  bear  interest  at  variable  rates
determined  by  reference  to the interest  rate of similar  instruments  in the
industrial  revenue bond market.  At  September  30, 2001,  the Company had $7.8
million of variable rate borrowings.  A hypothetical 1% increase in the interest
rate would  increase the  Company's  annual  interest  expense by $0.1  million,
assuming no debt reduction.

     The  Company's  primary  financial  instruments  are  cash  and  short-term
investments, including cash in bank accounts and other highly rated liquid money
market  investments and government  securities.  The Company believes that these
instruments  are not subject to material  potential  near-term  losses in future
earnings from reasonably possible changes in market rates or prices.




                                       33



                           Part II. OTHER INFORMATION

Item 1.  Legal Proceedings - None.

Item 2.  Changes in Securities and Use of Proceeds -- None

Item 4. Submission of Matters to a Vote of Stockholders - None.

Item 6. Exhibits and Reports on Form 8-K -- None.



                                       34




                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                  Century Aluminum Company

     Date:   November 14, 2001           By:         /s/ Craig A. Davis
             ------------------------        -----------------------------------
                                                       Craig A. Davis
                                               Chairman/Chief Executive Officer


     Date:   November 14, 2001           By:        /s/ David W. Beckley
             ------------------------        -----------------------------------
                                                      David W. Beckley
                                               Executive Vice-President/Chief
                                                      Financial Officer


                                       35