8-K

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

Date of Report (date of earliest event reported): January 26, 2005

KAISER ALUMINUM & CHEMICAL CORPORATION

(Exact name of Registrant as Specified in its Charter)

Delaware	1-3605	94-0928288
(State of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

5847 San Felipe, Suite 2500
Houston, Texas	77057-3268
(Address of Principal Executive Offices)	(Zip Code)

(713) 267-3777

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On February 1, 2005, Kaiser Aluminum & Chemical Corporation (the “Company”) and its parent company, Kaiser Aluminum Corporation (“Kaiser”), issued a press release announcing that the United States Bankruptcy Court for the District of Delaware (the “Court”) had approved the Intercompany Settlement Agreement (“ISA”). Information in respect of the ISA is included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004. A copy of the press release announcing the approval of the ISA is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events

On January 28, 2005, the Company issued a press release announcing that it and Kaiser had filed with the Court a term sheet executed on January 26, 2005 between the Company, Kaiser and other parties concerning the resolution and treatment of personal injury claims and demands within the context of a Plan of Reorganization that the Company and Kaiser expect to file within the next several months. A copy of the press release announcing the filing of the term sheet is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

*	99.1 Press Release dated February 1, 2005
*	99.2 Press Release dated January 28, 2005

* Included with this filing.

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 hereunto duly authorized.

	KAISER ALUMINUM & CHEMICAL CORPORATION                               (Registrant)
	By:	/s/ Daniel D. Maddox
Dated: February 4, 2005		Daniel D. Maddox
		Vice President and Controller

EXHIBIT INDEX

Exhibit 99.1	Press Release dated January 15, 2005*
Exhibit 99.2	Press Release dated January 28, 2005*

* Included with this filing.

EX-99.1

Exhibit 99.1

For Information: Scott Lamb
Telephone: (713) 332-4751	February 1, 2005

KAISER ALUMINUM OBTAINS APPROVAL OF INTERCOMPANY
SETTLEMENT AGREEMENT

               HOUSTON, Texas, February 1, 2005 — Kaiser Aluminum announced that the U.S. Bankruptcy Court for the District of Delaware, in a hearing today, approved the Intercompany Settlement Agreement (ISA).

               The ISA, as previously announced, resolves the treatment of intercompany claims among the Kaiser debtor entities arising from pre-petition and post-petition intercompany transactions among the various entities. Additional information in respect of the ISA is included in the company’s Form 10-Q for the period ending September 30, 2004.

               “The ISA demonstrates that the company has reached common ground with the vast majority of its significant creditors,” said Jack A. Hockema, Kaiser’s President and Chief Executive Officer. “We are gratified that all of the major creditor constituencies were able to come to agreement on these complex issues in a positive and productive way,” he said.

               “In conjunction with the commitment letter for our new financing arrangement, Court approval of our settlement with the Pension Benefit Guaranty Corporation, and last week’s term sheet addressing the mechanisms for resolving personal injury claims, we believe the company has now passed another major milestone in our path to emergence from Chapter 11,” he said.

               “We intend to build on the momentum established today and resolve our remaining issues on an expedited basis so that we can file our Plan of Reorganization and Disclosure Statement within the next few months,” said Hockema.

               Separately, the Court indicated it will hold a hearing to consider approval of Kaiser’s new Debtor-in-Possession and exit financing arrangement on February 8.

               Kaiser Aluminum (OTCBB:KLUCQ) is a leading producer of fabricated aluminum products and owns interests in alumina and primary aluminum.

F-1010

               Company press releases may contain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The company cautions that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may vary materially from those expressed or implied in the forward-looking statements as a result of various factors. Actual events could differ materially from those reflected in the forward-looking statements contained in this press release as a result of various factors including, but not limited to, the actual timing for resolution of remaining issues and the subsequent filing of a Plan of Reorganization and Disclosure Statement.

EX-99.2

Exhibit 99.2

For Information: Scott Lamb
Telephone: (713) 332-4751	January 28, 2005

KAISER ALUMINUM FILES TERM SHEET CONCERNING RESOLUTION OF
PERSONAL INJURY CLAIMS

                         HOUSTON, Texas, January 28, 2005 — Kaiser Aluminum has filed with the U.S. Bankruptcy Court for the District of Delaware a term sheet executed on January 26 between Kaiser and other parties concerning the resolution and treatment of personal injury claims and demands within the context of a Plan of Reorganization (POR) that the company expects to file within the next several months.

                         The term sheet was filed as an attachment to a proposed amendment to Kaiser’s pending Intercompany Settlement Agreement (ISA), which is the subject of Bankruptcy Court hearings scheduled to begin on February 1. As a result of the execution of the term sheet, the proposed amendment, and certain other agreements, all parties either have withdrawn or will withdraw their objections to the ISA.

                         Parties to the term sheet, in addition to Kaiser, are the Unsecured Creditors Committee, the United Steelworkers of America, the Pension Benefit Guaranty Corporation, the Official Committee for Asbestos Claimants, the Representative for Future Asbestos Claimants, and the Representative for Future Silica and Coal Tar Pitch Volatiles Claimants.

     Broadly speaking, the term sheet contains the following elements:

•   The company’s POR will provide for the creation of a trust or trusts that will be funded as described and will assume the liability for covered personal injury claims (as defined), with appropriate channeling injunctions pursuant to Sections 524(g) and Section 105 of the Bankruptcy Code to become effective upon confirmation of the POR.

•   Covered personal injury claims include asbestos claims and demands, silica claims and demands, coal tar pitch volatiles claims and demands, and noise-induced hearing loss claims.

                         Assets to be contributed to the trust(s) will include:

•   Proceeds from future postpetition insurance settlements for covered personal injury claims, through the effective date of the POR, together with the amounts currently held in Court-established escrow accounts;

•   Rights to proceeds under certain insurance policies as to covered personal injury claims;

•   Assumption by the trust(s) of the responsibility for and right to control litigation and settlement of insurance coverage litigation for covered personal injury claims after consummation of Kaiser’s POR;

•   $13 million in cash from the company;

•   Distributions in respect of 75% of the prepetition, unsecured intercompany claim held by Kaiser Finance Corporation (KFC) against Kaiser Aluminum & Chemical Corporation (KACC), which shall be in the form of equity of the reorganized Kaiser Aluminum;

•   100% of the stock of a subsidiary of KACC, whose sole asset will be a piece of real property that produces modest rental income.

                         The term sheet also expressly acknowledges that there are conditions precedent to the POR, including Bankruptcy Court approval of the proposed ISA with the proposed amendment to the ISA, and that there are other terms of the pending POR that have not been agreed upon by certain of the parties. In addition, the proposed amendment to the ISA is subject to approval by the lenders under the company’s current Debtor-in-Possession credit facility.

                         Kaiser Aluminum (OTCBB:KLUCQ) is a leading producer of fabricated aluminum products and owns interests in alumina and primary aluminum.

F-1009

Company press releases may contain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The company cautions that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may vary materially from those expressed or implied in the forward-looking statements as a result of various factors. Actual events could differ materially from those reflected in the forward-looking statements contained in this press release as a result of various factors, including but not limited to those relating to approval of the Intercompany Settlement Agreement, as amended, by the U. S. Bankruptcy Court for the District of Delaware and approval of the amendment to the Intercompany Settlement Agreement by the lenders under the company’s current debtor-in-possession credit facility. As a result, no assurance can be given as to whether or when the Intercompany Settlement Agreement, as amended, will become effective, as to when Kaiser Aluminum will file a plan of reorganization, or as to the ultimate resolution and treatment of personal injury claims and demands pursuant to the terms of any such plan of reorganization.