April 14, 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/A filed March 31, 2005
		File No. 333-122564

Dear Mr. Clegg:

      We have reviewed your filing and have the following
comments.
Feel free to call us at the telephone numbers listed at the end of
this letter.

Available Information, page 2

1. We note that your Annual Report on Form 10-K filed March 16,
2005,
incorporates the information required by Part III of Form 10-K by
reference to your definitive proxy statement, which has not yet
been
filed with the Commission.  Note that if you wish for this Form S-
4
to be declared effective prior to the timely filing of your proxy
materials, you must amend your Form 10-K to include the
information
required by Part III of that form, and also amend this filing to
incorporate by reference the amended Form 10-K.

Legality Opinion

2. We note Fulbright & Jaworski LLP`s assumptions regarding the
Guarantors that are incorporated in jurisdictions other than
Delaware, New York, or Texas.  Please submit a revised legality
opinion that does not contain these assumptions, as your counsel
must
opine that all guarantees of the Exchange Notes are binding
obligations regardless of the existence of any of the
circumstances
presented as assumptions in the current opinion.  Alternatively,
we
will not object if counsel obtains local corporate law opinions
necessary to support its opinion, replaces the assumptions in
clauses
(i), (ii), and (iii) on page 2 with a statement that it is relying
on
those opinions, and files the local opinions as exhibits to the
registration statement.


      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. 20549-0510

         DIVISION OF
CORPORATION FINANCE