Exhibit 3.1

                            CERTIFICATE OF AMENDMENT

                                     of the

                      RESTATED CERTIFICATE of INCORPORATION

                                       of

                            CENTURY ALUMINUM COMPANY

            Century Aluminum Company, a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:

            FIRST: The Board of Directors of the Corporation, at its meeting
      held on March 26, 2003, duly adopted resolutions setting forth a proposed
      amendment of the Restated Certificate of Incorporation of the Corporation,
      declaring said resolutions to be advisable and directing that said
      amendment be considered at the next Annual Meeting of the stockholders of
      the Corporation. The resolution setting forth the proposed amendment is as
      follows:

                  RESOLVED, that the Board of Directors of the Corporation does
            hereby declare it advisable to increase the number of directors
            authorized to serve on the Corporation's Board of Directors from
            nine (9) to eleven (11) and that, in order to effectuate said
            change, the Restated Certificate of Incorporation of the Corporation
            (the "Certificate") be amended so that paragraph 1 of Article Fifth
            thereof be and read in its entirety as follows:

                  "1. The business and affairs of the Corporation shall be
                  managed under the direction of the Board of Directors
                  consisting of not less than three (3) nor more than eleven
                  (11) directors. The exact number of directors within the
                  minimum and maximum limitations specified in the preceding
                  sentence shall be fixed and determined from time to time by
                  resolution adopted by the vote of a majority of the total
                  number of directors."

            SECOND: That thereafter, pursuant to resolution of the Board of
      Directors, the Annual Meeting of the stockholders of the Corporation was
      duly called and held, upon notice in accordance with Section 222 of the
      General Corporation Law of the State of Delaware, at which meeting the
      requisite number of shares as required by statute were voted in favor of
      the amendment.

            THIRD: The foregoing amendment was duly adopted in accordance with
      the provisions of Section 242 of the General Corporation Law of the State
      of Delaware.



            IN WITNESS WHEREOF, the undersigned has caused this Certificate of
Amendment of the Restated Certificate of Incorporation to be signed this 24th
day of June, 2003.

                                       CENTURY ALUMINUM COMPANY


                                       By: /s/ Peter C. McGuire
                                       Name:  Peter C. McGuire
                                       Title: Assistant Secretary


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