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                                                                   Exhibit 10.17

                  SECOND AMENDMENT TO ALUMINA SUPPLY AGREEMENT

        THIS SECOND AMENDMENT TO ALUMINA SUPPLY AGREEMENT (this "Amendment"),
dated as of January 5, 2001, between Glencore Ltd., a Swiss corporation (the
"Seller"), and Northwest Aluminum Company, an Oregon corporation (the "Buyer,"
and collectively with the Seller, the "Parties"). Capitalized terms not
otherwise defined herein shall have the meaning ascribed to them in the Alumina
Supply Agreement dated as of October 15, 1999 between the Parties ("Base
Agreement") as amended by the Amendment to Alumina Supply Agreement dated as of
October 1, 2000 ("First Amendment") (the Base Agreement as amended by the First
Amendment being the "Alumina Agreement").


                                   WITNESSETH


        WHEREAS, the Parties entered into the Alumina Agreement; and

        WHEREAS, the Parties now desire to amend the Alumina Agreement as set
forth in this Amendment.

        NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the Parties do hereby agree as follows:

                                   ARTICLE I.
                               QUANTITY AMENDMENT

        1.1 The quantity of Alumina required to be sold and purchased under the
Agreement in 2001 is hereby reduced from 80,000 MT to 40,000 MT. The 40,000 MT
will be sold and purchased in the second half of 2001.

        1.2 No later than March 31, 2001 the Buyer shall pay the Seller a
cancellation fee of $2,400,000. Such amount is the sum of (i) a $1,600,000
cancellation fee hereby agreed to by the Parties in consideration for the
reduction of the 2001 quantity from 80,000 MT to 40,000 MT as provided in
Section 1.1 of this Amendment, and (ii) $800,000 which represents one-half of
the cancellation fee payable by the Buyer pursuant to Section 3.1 of the First
Amendment in respect of the reduction in the quantity for 2001 effected by the
First Amendment.

        1.3 The remaining $800,000 cancellation fee required to be paid by the
Buyer pursuant to Section 3.1 of the First Amendment in respect of the reduction
in the quantity for 2001 effected by the First Amendment will be paid by it no
later than September 30, 2001.

                                   ARTICLE II.
                               GENERAL PROVISIONS

        2.1 Ratification of Alumina Agreement. The amendments set forth herein
are limited precisely as written and shall not be deemed to be a consent or
waiver to, or modification of, any other term or condition set forth in the
Alumina Agreement. Except as expressly amended

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hereby, all the terms and conditions of the Alumina Agreement shall continue in
full force and effect and, as amended hereby, the Alumina Agreement is ratified
and confirmed in all respects.

        2.2 Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, excluding those relating to
choice or conflicts of laws and excluding the United Nations Convention for the
International Sale of Goods.

        2.3 Assignment. This Amendment is binding upon the Parties and their
respective successors and assigns. No Party may assign this Amendment or its
rights or obligations hereunder without the prior written consent of the other
Party (which consent shall not be unreasonably withheld) and any purported
assignment without such express written consent shall be null and void.

        2.4 Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
facsimile shall be effective as delivery of a manually executed counterpart of
this Amendment.

        IN WITNESS WHEREOF, the Parties have caused their duly authorized
representatives to execute this Amendment to Alumina Supply Agreement.



                                       GLENCORE LTD.



                                  By:  /s/
                                      -------------------------------------
                                      Name:
                                      Title:


                                      NORTHWEST ALUMINUM COMPANY



                                  By: /s/
                                     -------------------------------------
                                     Name:
                                     Title:



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