SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Amendment No. 3

to

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

ACCURIDE CORPORATION

(Name of Subject Company (Issuer))

ACCURIDE CORPORATION

(Names of Filing Persons (Offerors))

7.5% Senior Convertible Notes due 2020

(Title of Class of Securities)

00439T AA5, 00439T AC1, U0045X AA9, 00439T AB3 and 00439T AG2

(CUSIP Numbers of Class of Securities)

Stephen A. Martin, Esq.

Senior Vice President/General Counsel

Accuride Corporation

7140 Office Circle

Evansville, Indiana 47715

(812) 962-5000

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of the Filing Persons)

Copies to:

Christopher D. Lueking, Esq.	Rodd M. Schreiber, Esq.
Bradley C. Faris, Esq.	Casey T. Fleck, Esq.
Latham & Watkins LLP	Skadden, Arps, Slate, Meagher & Flom LLP
233 South Wacker Drive, Suite 5800	155 North Wacker Drive
Chicago, Illinois 60606	Chicago, Illinois 60606
(312) 876-7680	(312) 407-0700

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
$429,043,447(1)	$30,591(2)

(1)Estimated solely for the purpose of determining the filing fee and assuming conversion of all $145,525,001 outstanding principal amount of 7.5% Senior Convertible Notes due 2020 (the “Convertible Notes”) into 34,600,278 shares of the Issuer’s common stock, par value $0.01 per share (the “Common Stock”), after giving effect to the 1-for-10 reverse stock split described in the Registration Statement on Form S-4, filed by the Issuer with the SEC on October 22, 2010, and this Schedule TO/A.  The transaction value is calculated as the product of (i) $12.40, which is the average of the bid and asked price per share for the Common Stock on November 3, 2010 as adjusted to reflect the reverse stock split, and (ii) 34,600,278, which represents the maximum number of shares of Common Stock that may be issued in connection with the conversion of $145,250,001 outstanding principal amount of the Convertible Notes, after giving effect to the reverse stock split.

(2)The amount of the filing fee was calculated at a rate of $71.30 per $1,000,000 of the transaction value.

xCheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $28,864	Filing Party: Accuride Corporation
Form or Registration No.: Form S-4	Date Filed: October 22, 2010
Amount Previously Paid: $1,727	Filing Party: Accuride Corporation
Form or Registration No.: Form S-4/A	Date Filed: November 9, 2010

oCheck the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

othird-party tender offer subject to Rule 14d-1

xissuer tender offer subject to Rule 13e-4

ogoing-private transaction subject to Rule 13e-3

oamendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer:    o

INTRODUCTORY STATEMENT

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the tender offer statement on Schedule TO originally filed with the United States Securities and Exchange Commission (the ‘‘SEC’’) on October 22, 2010, as amended by Amendment No. 1 thereto filed on November 4, 2010 and Amendment No. 2 thereto filed on November 9, 2010 (the Schedule TO, as amended, the “Schedule TO”), by Accuride Corporation, a Delaware corporation (“Accuride” or the “Company”), in connection with its offer to increase the conversion rate for holders of Accuride’s 7.5% Senior Convertible Notes due 2020 (the ‘‘Convertible Notes’’) who surrender Convertible Notes for conversion into shares of Accuride’s common stock, par value $0.01 per share (the “Common Stock”), after giving effect to a 1-for-10 reverse stock split of the Common Stock (the “Reverse Stock Split,” and such Common Stock, after giving effect to the 1-for-10 reverse stock split, the “Post-Reverse Split Common Stock”), upon the terms and subject to the conditions described in the Amended and Restated Offer to Convert and Consent Solicitation/Prospectus, dated November 9, 2010 (the “Offer to Convert and Consent Solicitation/Prospectus”) and the related Amended and Restated Letter of Transmittal and Consent (which, together with any amendments or supplements thereto, collectively constitute the ‘‘Conversion Offer’’). In the Conversion Offer, holders of Convertible Notes may surrender their Convertible Notes for conversion at a conversion rate of 238.2119 shares of Post-Reverse Split Common Stock per $1,000 principal amount of Convertible Notes, which is equivalent to a conversion price of approximately $4.20 per share of Post-Reverse Split Common Stock, plus cash paid in lieu of fractional shares.

This Amendment No. 3 is being filed to amend and supplement the Schedule TO.  This Amendment No. 3 amends and supplements only the items and exhibits to the Schedule TO that are being amended and supplemented, and unaffected items and exhibits are not included herein and remain unchanged. This Amendment No. 3 is being filed in satisfaction of the requirements of Rule 13e-4(c)(1) promulgated under the Exchange Act.

ITEM 11.  ADDITIONAL INFORMATION

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information thereto:

On November 18, 2010, the Company’s stockholders and noteholders approved the amendment to the Company’s certificate of incorporation to implement the Reverse Stock Split and the Company completed the Reverse Stock Split.  The Company issued a press release to announce the completion of the Reverse Stock Split, a copy of which is attached hereto as Exhibit (a)(5)(v) and is incorporated herein by reference.

ITEM 12.  EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit thereto:

(a)(5)(v)           Press Release, dated November 18, 2010.

2

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	ACCURIDE CORPORATION
	By:	/s/ Stephen A. Martin, Esq.
		Name:	Stephen A. Martin, Esq.
		Title:	Senior Vice President/General Counsel
Dated: November 18, 2010

3

EXHIBIT INDEX

Exhibit	Description
(a)(5)(v)*	Press Release, dated November 18, 2010.

*Filed herewith.

4

EX-99.(A)(5)(V)

Exhibit (a)(5)(v)

News Release CORPORATION

7140 Office Circle

P.O. Box 15600

Evansville, IN 47716-0600

Investor Contact:	Chad Monroe
Phone:	(812) 962-5041
Media Contact:	Eva Schmitz
Phone:	(812) 962-5011

FOR IMMEDIATE RELEASE

Accuride Announces Completion of Reverse Stock Split

EVANSVILLE, Ind. — November 18, 2010 — Accuride Corporation (OTCBB: ACUZ) today announced that it has completed its previously announced one-for-ten reverse stock split following approval by the Company’s stockholders and convertible noteholders at a special meeting of the stockholders held today.

In the reverse stock split, each stockholder will receive one share of common stock for every ten shares of common stock held prior to the reverse stock split, and if applicable, cash payment in lieu of any fractional shares that would otherwise be issuable.  In addition, as a result of the reverse stock split, the conversion rate of the Company’s 7.5 percent senior convertible notes will be adjusted to be one-tenth of the conversion rate in effect prior to the reverse stock split and the exercise price and number of shares issuable upon exercise of the Company’s outstanding warrants will be proportionately adjusted.

The reverse stock split reduced the number of shares of common stock outstanding from approximately 126.3 million to approximately 12.6 million and reduced the number of shares of common stock issuable upon conversion of the Company’s 7.5 percent senior convertible notes outstanding from approximately 204.4 million to approximately 20.4 million, which does not give effect to the Company’s ongoing conversion offer for the convertible notes.  In addition, the amendment reduced the total number of shares of common stock that the Company is authorized to issue from 800,000,000 to 80,000,000 and reduced the total number of shares of preferred stock that the Company is authorized to issue from 100,000,000 to 10,000,000.

The Company expects the post-split shares of its common stock to begin trading on the OTC Bulletin Board on November 19, or soon as practicable thereafter.  It is expected that a “D” will be appended to the Company’s ticker symbol to indicate the completion of the reverse stock

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split and that after a 20 trading-day period following the reverse stock split, the ticker symbol will revert to “ACUZ.”  A new CUSIP number has been assigned to the Company’s common stock as a result of the reverse stock split.

The Conversion Offer

The reverse stock split will not impact the consideration offered in the Company’s ongoing conversion offer, which was commenced on October 22, 2010.  Pursuant to the terms of the conversion offer, holders of the convertible notes may elect to convert their convertible notes into post-split shares of the Company’s common stock at a conversion rate of 238.2119 post-split shares per $1,000 principal amount of convertible notes, subject to the terms and conditions of the conversion offer.

Accuride Corporation is one of the largest and most diversified manufacturers and suppliers of commercial vehicle components in North America.  The Company’s products include commercial vehicle wheels, wheel-end components and assemblies, truck body and chassis parts, seating assemblies and other commercial vehicle components.  The Company’s products are marketed under its brand names, which include Accuride®, Gunite®, ImperialTM, Bostrom®, FabcoTM, BrillionTM, and Highway Original®.  For more information, visit the Company’s website at http://www.accuridecorp.com.

Important Information Regarding the Conversion Offer

This press release does not constitute either an offer to convert or exchange or a solicitation of an offer to convert or exchange the convertible notes.  The conversion offer is being made solely pursuant to an offer to convert and consent solicitation/prospectus, a related letter of transmittal and other conversion offer documents, each of which has been filed by the Company with the Securities and Exchange Commission (“SEC”) on a registration statement on Form S-4 and a tender offer statement on Schedule TO, each as amended.  The registration statement relating to the conversion offer has not yet become effective.  The shares issuable in the conversion offer may not be sold, nor may offers to convert be accepted, prior to the time the registration statement becomes effective.

The registration statement and the tender offer statement, including the offer to convert and consent solicitation/prospectus, the related letter of transmittal and other conversion offer documents (each as amended and as may be further amended), contain important information, including certain conditions to the conversion offer, and should be read carefully before any decision is made with respect to the conversion offer.  All of these materials are or will be available free of charge upon request to MacKenzie Partners, Inc., information agent for the conversion offer, at (800) 322-2885 (toll free) or (212) 929-5500 (collect), and may also be obtained free of charge at the SEC’s website: www.sec.gov.

Forward-Looking Statements

Certain matters discussed in this news release may be forward-looking statements, including statements

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regarding the Company’s expectations, hopes, beliefs, and intentions with respect to the transactions described in this news release.  Such statements, including the ability to commence trading of the post-split common stock and to consummate the conversion offer, are subject to a number of factors, including, among other things, receipt of FINRA approval and the satisfaction of the conditions of the conversion offer, respectively.  In addition, these statements are also subject to the impact on the Company’s business and prospects generally of, among other factors, market demand in the commercial vehicle industry, general economic, business and financing conditions, labor relations, governmental action, competitor pricing activity, expense volatility and other risks detailed from time to time in the Company’s SEC filings, including those described in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.  Any forward-looking statement reflects only the Company’s belief at the time the statement is made. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it cannot guarantee its future results, levels of activity, performance or achievements.  Except as required by law, the Company undertakes no obligation to update any forward-looking statements to reflect events or developments after the date of this news release

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