March 3, 2005

Mail Stop 0510


By U.S. Mail and facsimile to (216) 910-3650

Christopher R. Clegg, Esq.
Senior Vice President, General Counsel, & Secretary
Aleris International, Inc.
25825 Science Park Drive, Suite 400
Beachwood, Ohio 44122


      Re: 	Aleris International, Inc.
      	Form S-4
			File No. 333-122564

Dear Mr. Clegg:

	We have reviewed your filing and have the following comments.
Note that our review has been limited to matters related to our
Exxon
Capital correspondence.  No further review of the registration
statement has been nor will be made.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. If you intend to request acceleration prior to March 16, please
confirm supplementally that you expect to report income for 2004.
If your audited 2004 information becomes available before you
request
acceleration, please update your registration statement to include
it.  Note that you must update your registration statement to
include
audited 2004 financial statements if you request acceleration
after
March 16.  See Regulation S-X 3-01(c).

2. If you intend to rely on the position the staff has taken in
Exxon
Capital Holdings Corporation (May 13, 1988) and subsequent related
no
action letters, provide us with a supplemental letter stating that
you are registering the exchange offer in reliance on our position
contained in these letters and include the representations
contained
in Morgan Stanley & Co., Inc. (June 5, 1991) and Shearman &
Sterling
(July 2, 1993).

Cover Page

3. As currently represented, the offer could be open for less than
twenty full business days due to the 5:00 p.m. expiration time
instead of an expiration time of midnight on what ultimately may
be
the twentieth business day following commencement.  See Question
and
Answer 8 in Exchange Act Release No. 16623 (March 5, 1980).
Please
confirm that the offer will be open at least through midnight on
the
twentieth business day.  See Rule 14d-1(g)(3).

Inside Front Cover Page

4. Please include all of the information required by Item 2(2) of
Form S-4 on the inside front cover page of the prospectus.

Forward-Looking Statements, page 6

5. The safe harbor for forward-looking statements provided in the
Private Securities Litigation Reform Act of 1995 does not apply to
statements made in connection with a tender offer.  See Section
27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of the
Exchange Act.  Therefore, please delete the reference to the safe
harbor or state explicitly that the safe harbor protections it
provides do not apply to statements made in connection with the
offer.

Terms of the Exchange Offer, page 32

6. Revise your disclosure relating to the applicability of Rule
14e-1
to notice for changes in the terms of the offer.  Please note that
Rule 14e-1(b) requires the offer to remain open for at least ten
business days only for changes specified in the rule, rather than
any
changes as stated in your prospectus.

Expiration Date; Extensions; Amendments, page 33

7. We note your reservation of the right to amend the terms of the
offer.  Please revise to indicate that, in the event of a material
change in the offer, including the waiver of a material condition,
you will extend the offer period if necessary so that at least
five
business days remain in the offer following notice of the material
change.

8. Please explain that if you decide to extend the exchange offer,
you will issue your notice of extension no later than 9:00 a.m. on
the next business day after the scheduled expiration date of the
offer.

9. We note the disclosure indicating that you will provide notice
of
a delay in acceptance, termination, extension, or amendment "as
promptly as practicable . . . ."  Rule 14e-1(c) requires that you
exchange the notes or return the old notes "promptly" upon
expiration
or termination, as applicable.  Please revise here and throughout
the
document, as necessary.

Determinations of Validity, page 36

10. We note disclosure on indicating that the exchange agent will
return any improperly tendered notes "as soon as practicable
following the expiration date."  Please note that Rule 14e-1(c)
requires that you issue the exchange notes or return the initial
notes "promptly" upon expiration or termination of the offer, as
applicable.  Please revise here and throughout the document, as
necessary.

Description of Other Indebtedness, page 53

11. Please elaborate on the terms of your outstanding indebtedness
relating to events of default if a default could result in the
acceleration of such indebtedness and therefore an event of
default
under the indenture.  If the violation of financial covenants you
have made in connection with other indebtedness would ultimately
result in an event of default under the indenture, please describe
those covenants as they would be in effect from time to time
throughout the term of the exchange notes.  Finally, if a default
in
any of the terms of your outstanding indebtedness could result in
the
acceleration of that indebtedness and therefore an event of
default
under the indenture, please include a risk factor discussing this
possibility and the company`s ability to repay all accelerated
indebtedness, including the exchange notes, simultaneously.

Guarantees, page 58

12. We note your disclosure on page 59 regarding the repurchase of
the Exchange Notes pursuant to a Change of Control Offer.  Please
consider providing this information under a separate subheading so
that it is readily accessible to investors.



Registration Rights, page 97

13. Please remove the statement that the discussion of the
registration rights agreement is qualified by reference to the
agreement that is filed as an exhibit.  It is appropriate to
qualify
information in the prospectus by reference to information outside
of
the prospectus where incorporation by reference or the summary of
a
particular document is contemplated by the form.  See Rule 411(a).

Certain United States Federal Income Tax Considerations, page 100

14. Revise this subheading as well as the disclosure that follows
and
that appears in the summary to clarify that you are discussing all
"material," rather than "certain" or "certain material" tax
considerations.

15. Delete the statement that the discussion is "for a general
information only."  This language may suggest that you do not have
full responsibility under the federal securities laws for this
discussion.  Note that we do not object to the statement that
purchasers should consult their tax advisors with respect to their
particular circumstances.

16. The language that the exchange offer "should not" constitute a
taxable exchange and similar language in this section suggests
uncertainty about the consequences of this offer.  Please revise,
here and in the summary, to provide a more definitive statement.

Certain Book-Entry Procedures for the Global Notes, page 104

17. Delete the statement that information about DTC is provided
"solely for the convenience of investors."  This language may
suggest
that you do not have full responsibility under the federal
securities
laws for this discussion.

Exhibits and Financial Statement Schedules, page II-2

18. Please file the Letter of Transmittal as an exhibit to your
registration statement.  We may have comments on this exhibit once
it
has been filed.

19. We may have comments on the legality opinion when it is filed.

Undertakings, page II-6

20. Provide the entire statement beginning "provided, however . .
..
.." that is required by Item 512(a)(1) for securities that are
registered pursuant to Rule 415.


      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date


      Please contact Matt Franker, Staff Attorney, at (202) 824-
5495
or me at (202) 942-1950 with questions.



      			Sincerely,



      			Pamela A. Long
      					Assistant Director


cc:	Amber Ervin, Esq. (via facsimile 713/651-5246)
      Fulbright & Jaworski L.L.P.
	1301 McKinney, Suite 5100
	Houston, Texas 77010
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Christopher R. Clegg
Aleris International, Inc.
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE