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): September 22, 2004

KAISER ALUMINUM CORPORATION

(Exact name of Registrant as Specified in its Charter)

Delaware (State of incorporation)	1-9447 (Commission File Number)	94-3030279 (I.R.S. Employer Identification Number)
5847 San Felipe, Suite 2500 Houston, Texas (Address of Principal Executive Offices)		77057-3268 (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 September 23, 2004, Kaiser Aluminum Corporation (the “Company” or “Kaiser”) issued a press release announcing that it had requested approval from the U.S. Bankruptcy Court for certain agreements to sell its interests in and related to the Queensland Alumina Ltd. (“QAL”) alumina refinery in Australia and the Volta Aluminium Company Ltd. (“Valco”) aluminum smelter in Ghana. A copy of the press release issued by the Company, which discusses the proposed transactions, is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

The Company’s Form 10-Q for the period ending June 30, 2004 provides additional discussion of the various impacts of the proposed sales of Kaiser’s interests in and related to QAL and Valco, including required approvals, the likely escrowing of proceeds, etc.

The Company’s press release outlines that a two-pronged approach to the sale of its interests in and related to QAL that includes separate agreements between two of the Company’s subsidiaries (Kaiser Aluminum & Chemical Corporation and Kaiser Alumina Australia Corporation) with Comalco Aluminium Limited (“Comalco”) and Glencore AG (“Glencore”). The agreements with Comalco and Glencore were signed on September 22, 2004. The Company and its affiliates have the following other material business relationships with Comalco and Glencore:

• Comalco’s ultimate parent company, Rio Tinto PLC, owns a 51% interest in Anglesey Aluminum Limited, a company in which the Company owns the remaining 49% interest.

• Glencore was the ultimate purchaser of the Company’s interests in and related to Alumina Partners of Jamaica, which transaction closed on July 1, 2004.

• Glencore owns an interest in Century Aluminum Company (“Century”). The Company has previously disclosed that on May 17, 2004, it entered into an agreement to sell its interests in and related to its alumina refinery in Gramercy, Louisiana and in the Kaiser Jamaican Bauxite Company bauxite mining operation to entities formed by Century and Noranda Inc.

• The Company and its affiliates engage in a wide variety or commercial transactions with both Comalco and Glencore and their respective affiliates in the ordinary course of business.

Item 8.01 Other Events

On September 27, 2004, the Company issued a press release in the form attached hereto as Exhibit 99.2, which press release is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

*	99.1     Press Release dated September 23, 2004
*	99.2     Press Release dated September 27, 2004

*  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 CORPORATION (Registrant)
	By:	/s/ Daniel D. Maddox
Dated: September 27, 2004		Daniel D. Maddox
		Vice President and Controller

EXHIBIT INDEX

Exhibit 99.1     Press Release dated September 23, 2004*

Exhibit 99.2     Press Release dated September 27, 2004*

*  Included with this filing.

EX-99.1

Exhibit 99.1

For Information: Scott Lamb
Telephone: (713) 332-4751	September 23, 2004

KAISER ALUMINUM MAKES COURT FILINGS ON ASSET SALES

     HOUSTON, Texas, September 23, 2004 — Kaiser Aluminum announced that it has filed separate motions with the U.S. Bankruptcy Court for the District of Delaware concerning the contemplated sale of its interests in and related to the Queensland Alumina Ltd. (QAL) alumina refinery in Australia and the Volta Aluminium Company Ltd. (Valco) aluminum smelter in Ghana.

     The Court has agreed to the company’s request to shorten the time for response to the motions and has set the response date for September 24 at 5:00 pm Eastern Time. The Court has said it will rule on the motions at the regularly scheduled monthly hearing on September 27, 2004.

The QAL Filings

     Kaiser’s motions describe a two-pronged approach to the sale of its interests in QAL as well as proposed bidding and auction procedures. First, Kaiser has signed a “stalking horse” agreement to sell its interests in and related to QAL to Comalco Aluminium Limited, one of the other current owners of QAL, for a base price of $308 million in cash plus purchase of Kaiser’s alumina and bauxite inventories, and subject to certain working capital adjustments, and the assumption of Kaiser’s obligations in respect of approximately $60 million of QAL debt. Kaiser will also transfer its existing alumina sales contracts and other agreements relating to QAL. The agreement is supplemented by a letter agreement in which Comalco’s parent companies agree that execution of the stalking horse agreement satisfies — or that such parties otherwise waive — certain rights that they would otherwise have under an existing agreement with Kaiser. Unless waived

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or satisfied, these rights could potentially delay the sale process for a significant period. The stalking horse agreement also includes a provision for payment of a termination fee of $11 million to Comalco upon the sale of Kaiser’s interests in QAL pursuant to the auction process described below if Comalco is not the ultimate purchaser.

     Separately, Kaiser has entered into an agreement with Glencore AG whereby Glencore has agreed to submit a qualified auction bid for the QAL interests, including a base price of $400 million in cash plus the other payments and adjustments described above. Kaiser will pay to Glencore a fee of approximately $7.7 million upon submission of that qualified bid.

     The submission of Glencore’s qualified bid ensures than an auction will take place.

     Both the Comalco and the Glencore agreements are intended to be part of an auction process to seek the highest bid and maximize proceeds to the Chapter 11 estate. In its motions, Kaiser has proposed that any other competing qualified bids would be due by October 25, with an auction to be held on October 28. If no competing bids are received, the company would expect, subject to Court approval, to name Glencore as the successful bidder. As noted below, any purchase agreement with the successful bidder will be subject to customary closing conditions, including receipt of required governmental approvals and third-party consents. In either case, Kaiser has asked the Court to schedule a hearing on November 8 to rule on the sale transaction. On this schedule, Kaiser would expect to close on the transaction during the first quarter of 2005.

     The company’s Form 10-Q for the period ending June 30, 2004 provides a detailed discussion of the various impacts of the sale of Kaiser’s interests in and related to QAL, including required approvals, the likely escrowing of proceeds, and the use of proceeds, as summarized below:

• Required approvals include the aforementioned Court approval, as well as approvals by the lenders under Kaiser’s Post-Petition Credit Agreement and by certain regulatory authorities in Australia.

• Escrowing of proceeds is likely, pending both an amendment of the company’s Post-Petition Credit Agreement and a resolution of matters relating to intercompany claims, each of which will in turn require U.S. Bankruptcy Court approval.

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• The vast majority of the value realized in respect of the company’s interests in and related to QAL is likely to be for the benefit of holders of Kaiser’s publicly traded notes and the Pension Benefit Guaranty Corporation.

• Any winning bidder at auction must also be accepted by the other QAL participants and by the QAL lenders.

The Valco Filing

     Kaiser’s motion on Valco includes a copy of the purchase agreement derived from the previously disclosed May 6, 2004 Memorandum of Understanding to sell the company’s interests in Valco to the Government of Ghana (GOG), subject to the approval of the Court, the company’s lenders, and the Ghanaian parliament. Under the agreement with the GOG, once the motion is approved by the Court, Kaiser will be permitted to begin withdrawing certain of the funds that the GOG had previously placed in escrow in accordance with the MOU. Such funds would be limited to monthly amounts sufficient to offset regular ongoing costs at Valco until such time as the transaction closes later this year.

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

F-991

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 sale by the United States Bankruptcy Court for the District of Delaware and by the lenders under Kaiser’s Post-Petition Credit Agreement, as well as the satisfaction of the other conditions contained in the definitive documentation providing for the sales. As a result, no assurance can be given as to whether or when the sales will occur.

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EX-99.2

Exhibit 99.2

For Information: Scott Lamb
Telephone: (713) 332-4751	September 27, 2004

KAISER ALUMINUM GETS EXTENSION OF EXCLUSIVITY

     HOUSTON, Texas, September 27, 2004 — Kaiser Aluminum said that the U.S. Bankruptcy Court for the District of Delaware has approved an extension of exclusivity through October 25, 2004. The Court’s decision came today during the regularly scheduled monthly hearing and applies to all of the Kaiser debtor entities.

     The company’s Form 10-Q for the second quarter of 2004 includes a broader discussion of exclusivity and the company’s reorganization proceedings.

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

F-992

     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.

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