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(1)

An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices or upon conversion, exchange or exercise of securities registered hereunder to the extent any such securities are, by their terms, convertible into, or exchangeable or exercisable for, such securities. Separate consideration may or may not be received for securities that are issuable on conversion, exchange or exercise of other securities or that are issued in units.

(2)	An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on conversion, exchange or exercise of other securities or that are issued in units or represented by depositary shares.

(3)	In accordance with Rules 456(b) and 457(r) under the Securities Act at 1933, as amended (the “Securities Act”), Century Aluminum Company is deferring payment of all of the registration fee.

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(a)	Annual Report on Form 10-K for the year ended December 31, 2013, as amended by Amendment No. 1 to Annual Report on Form 10-K/A;

(b)	Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014;

(c)	Current Reports on Form 8-K filed on June 16, 2014, June 27, 2014, September 12, 2014 and October 24, 2014;

(d)	The description of our common stock contained in our Registration Statement on Form 8-A filed on September 29, 2009, pursuant to Section 12(b) of the Exchange Act; and

(e)	All documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before the termination of the offering of securities under this prospectus.

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•	Our future financial and operating performance and the future financial and operating performance of our subsidiaries, including future revenues, costs (including power, alumina, carbon and selling, general and administrative), tax position and production, inventory and shipment levels;

•	Our business objectives, strategies and initiatives, the growth of our business (including with respect to production and production capacity) and our competitive position and prospects;

•	Our anticipated capital programs and liquidity, including anticipated capital expenditures and debt service requirements;

•	The availability of, and terms and costs related to, future financing;

•	Our ability to repay debt in the future, including our contingent obligations;

•	Our assessment of significant economic, financial, political and other factors and developments outside of our control that may affect our results, including currency risks and other risks relating to our operations;

•	Aluminum prices, regional delivery premiums and product premiums and their effect on our financial position and results of operations;

•	Our ability to procure electricity, alumina, carbon products and other raw materials and our assessment of pricing and costs and other terms relating thereto;

•

Our ability to successfully address regulatory and transmission issues related to our wholesale power arrangements at our Hawesville and Sebree, Kentucky facilities, to successfully manage wholesale market power price risk and control or reduce power costs at each of our U.S. plants, and to successfully obtain a long-term competitive power arrangement for our facility in Mt. Holly, South Carolina;

•	Our ability to successfully produce value-added products at our smelters;

•	Our plans with respect to restarting operations at our Ravenswood, West Virginia smelter, and potential curtailment of other domestic assets and ability to realize benefits from any such curtailment;

•	Our ability to realize the potential benefits to be provided to Grundartangi, Iceland and our planned Helguvik, Iceland smelter from our purchase of carbon anode production assets in the Netherlands;

•	Our future construction investment and development projects, including at the Helguvik project, the Century Vlissingen project and our expansion project at Grundartangi, including our discussions regarding securing sufficient amounts of power, future capital expenditures, the costs of completion or cancellation, timing, production capacity and sources of funding;

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•	Estimates of our pension and other postretirement liabilities and future payments, property plant and equipment impairment, environmental liabilities and other contingent liabilities and contractual commitments;

•	The anticipated impact of recent accounting pronouncements or changes in accounting principles;

•	Our anticipated tax liabilities, benefits or refunds including the realization of U.S. and certain foreign deferred tax assets;

•	Our assessment of the ultimate outcome of outstanding litigation and environmental matters and liabilities relating thereto; and

•	The effect of future laws and regulations.

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(1)

These ratios were computed by dividing earnings by fixed charges.  For the purpose of computing the ratio, earnings consist of pre-tax income from continuing operations before adjustment for minority interest in consolidated subsidiaries plus the amount of fixed charges, adjusted to exclude interest capitalized. Fixed charges consist of the sum of the following during the period: (a) interest expensed and capitalized; and (b) amortized premiums, discounts and capitalized expenses related to debt.

(2)	Earnings were inadequate to cover fixed charges for the years ended December 31, 2013, 2012 and 2009 by $148.4 million, $23.0 million and $39.9 million, respectively.

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•	the title and liquidation preference per share of the preferred stock and the number of shares offered;

•	the purchase price of the preferred stock;

•	the dividend rate (or method of calculation), the dates on which dividends will be payable, whether dividends shall be cumulative and, if so, the date from which dividends will begin to accumulate;

•	any redemption or sinking fund provisions of the preferred stock;

•	any conversion, redemption or exchange provisions of the preferred stock;

•	the voting rights, if any, of the preferred stock; and

•	any additional dividend, liquidation, redemption, sinking fund and other rights, preferences, privileges, limitations and restrictions of the preferred stock.

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•

If we sell or issue shares of common stock or any other stock that votes generally with our common stock, or the occurrence of any other event, including a sale, transfer or other disposition of common stock by Glencore, as a result of which the percentage of voting stock held by Glencore decreases, an amount of Series A Convertible Preferred Stock will convert to common stock to restore Glencore to its previous ownership percentage;

•	If shares of Series A Convertible Preferred Stock are transferred to an entity that is not an affiliate of Glencore, such shares of Series A Convertible Preferred Stock will convert to shares of our common stock, provided that such transfers may only be made pursuant to an effective registration statement;

•	Upon a sale of Series A Convertible Preferred Stock by Glencore in a Rule 144 transaction in which the shares of Series A Convertible Preferred Stock and our common stock issuable upon the conversion thereof are not directed to any purchaser, such shares of Series A Convertible Preferred Stock sold will convert to shares of our common stock; and

•

Immediately prior to and conditioned upon the consummation of a merger, reorganization or consolidation to which we are a party or a sale, abandonment, transfer, lease, license, mortgage, exchange or other disposition of all or substantially all of our property or assets, in one or a series of transactions where, in any such case, all of our common stock would be converted into the right to receive, or exchanged for, cash and/or securities, other than any transaction in which the Series A Convertible Preferred Stock will be redeemed.

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•

We propose a merger, reorganization or consolidation, sale, abandonment, transfer, lease, license, mortgage, exchange or other disposition of all or substantially all of our property or assets where any of our common stock would be converted into the right to receive, or exchanged for, assets other than cash and/or securities traded on a national stock exchange or that are otherwise readily marketable, or

•	We propose to dissolve and wind up operations and any assets, other than cash and/or securities traded on a national stock exchange or that are otherwise readily marketable, are to be distributed to the holders of our common stock.

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•	the title of the debt securities and whether the debt securities will be senior debt securities or subordinated debt securities;

•	any limit upon the aggregate principal amount of the debt securities;

•	the date or dates on which the principal amount of the debt securities will mature;

•	if the debt securities bear interest, the rate or rates at which the debt securities bear interest, or the method for determining the interest rate, and the date or dates from which interest will accrue;

•	if the debt securities bear interest, the dates on which interest will be payable, or the method for determining such dates, and the regular record dates for interest payments;

•	the place or places where the payment of principal, any premium and interest will be made, where the debt securities may be surrendered for transfer or exchange and where notices or demands to or upon the Company may be served;

•	any optional redemption provisions, which would allow the Company to redeem the debt securities in whole or in part;

•	any sinking fund or other provisions that would obligate the Company to redeem, repay or purchase the debt securities;

•	if the currency in which the debt securities will be issuable is United States dollars, the denominations in which any registered securities will be issuable, if other than denominations of $1,000 and any integral multiple thereof;

•	if other than the entire principal amount, the portion of the principal amount of debt securities which will be payable upon a declaration of acceleration of the maturity of the debt securities;

•	the events of default and covenants relevant to the debt securities, including the inapplicability of any event of default or covenant set forth in the indenture relating to the debt securities, or the applicability of any other events of defaults or covenants in addition to the events of default or covenants set forth in the indenture relating to the debt securities;

•	the name and location of the corporate trust office of the applicable trustee under the indenture for such debt securities;

•	if other than United States dollars, the currency in which the debt securities will be paid or denominated;

•

if the debt securities are to be payable, at the election of the Company or the election of a holder of the debt securities, in a currency other than that in which the debt securities are denominated or stated to be payable, the terms and conditions upon which that election may be made, and the time and manner of determining the exchange rate between the currency in which the debt securities are denominated or stated to be payable and the currency in which the debt securities are to be so payable;

•	the designation of the original currency determination agent, if any;

•	if the debt securities are issuable as indexed securities, the manner in which the amount of payments of principal, any premium and interest will be determined;

•	if the debt securities do not bear interest, the dates on which we will furnish to the applicable trustee the names and addresses of the holders of the debt securities;

•	any provisions for the satisfaction and discharge or defeasance or covenant defeasance of the indenture under which the debt securities are issued;

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•	the date as of which any global security will be dated if other than the date of original issuance of the first debt security of a particular series to be issued;

•	whether and under what circumstances the Company will pay additional amounts to non-United States holders in respect of any tax assessment or government charge;

•	whether the debt securities will be issued in whole or in part in the form of a global security or securities and, in that case, any depositary and global exchange agent for the global security or securities, whether the global form shall be permanent or temporary;

•

if debt securities are to be issuable initially in the form of a temporary global security, the circumstances under which the temporary global security can be exchanged for definitive debt securities and whether the definitive debt securities will be registered securities and provisions relating to the payment of interest in respect of any portion of a global security payable in respect of an interest payment date prior to the exchange date;

•	the extent and manner to which payment on or in respect of debt securities will be subordinated to the prior payment of our other liabilities and obligations;

•	whether payment of any amount due under the debt securities will be guaranteed by one or more guarantors, including one or more of our subsidiaries;

•	whether the debt securities will be secured or unsecured;

•	the forms of the debt securities;

•	a discussion of any material United States federal income tax consequences of owning and disposing of the debt securities; and

•	any other terms of the debt securities, which terms shall not be inconsistent with the requirements of the Trust Indenture Act.

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•	the title of such warrants;

•	the aggregate number of such warrants;

•	the price or prices at which such warrants will be issued;

•	the currency or currencies, including composite currencies, in which the price of such warrants may be payable;

•	the designation and terms of the securities purchasable upon exercise of such warrants and the number of such securities issuable upon exercise of such warrants;

•	the price at which and the currency or currencies, including composite currencies, in which the securities purchasable upon exercise of such warrants may be purchased;

•	the date on which the right to exercise such warrants shall commence and the date on which such right will expire;

•	whether such warrants will be issued in registered form or bearer form;

•	if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;

•	if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;

•	if applicable, the date on and after which such warrants and the related securities will be separately transferable;

•	information with respect to book-entry procedures, if any;

•	if applicable, a discussion of certain U.S. federal income tax considerations; and

•	any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.

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•	to or through underwriters or dealers;

•	by itself directly;

•	through agents;

•	through a combination of any of these methods of sale; or

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•	through any other methods described in a prospectus supplement.

•	the name or names of any underwriters, dealers or agents;

•	the purchase price of the offered securities and the proceeds to us from the sale;

•	any underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation; and

•	any public offering price, any discounts or concessions allowed or reallowed or paid to dealers and any securities exchanges on which such offered securities may be listed.

•	A stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of pegging, fixing or maintaining the price of a security.

•	A syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created in connection with the offering.

•	A penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a syndicate member in connection with the offering when offered securities originally sold by the syndicate member are purchased in syndicate covering transactions.

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**	Estimated expenses are not currently known.

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1.1*	Form of Underwriting Agreement.

2.1	Asset Sale Agreement, date April 28, 2013, by and between Century Echo LLC and Alcan Primary Products Corporation (incorporated by reference to Exhibit 2.1 to Century Aluminum’s Current Report on Form 8-K filed on April 30, 2013).

2.2	Amendment No. 1, dated June 1, 2013, to Asset Sale Agreement, dated April 28, 2013, by and between Century Echo LLC (now Century Aluminum Sebree LLC) and Alcan Primary Products Corporation (incorporated by reference to Exhibit 2.1 to Century Aluminum’s Current Report on Form 8-K filed on June 6, 2013).

2.3	Guaranty of Century Aluminum Company, dated April 28, 2013 (incorporated by reference to Exhibit 2.2 to Century Aluminum’s Current Report on Form 8-K filed on April 30, 2013).

4.1	Form of Stock Certificate (incorporated by reference to Exhibit 3.1 to Century Aluminum’s Registration Statement on Form S-1 filed on August 8, 1995)

4.2	Indenture for Century Aluminum Company’s 7.5% Senior Secured Notes due 2021, dated as of June 4, 2013, by and among Century Aluminum Company, as Issuer and Wilmington Trust, National Association, as Trustee and Noteholder Collateral Agent (incorporated by reference to Exhibit 4.1 to Century Aluminum’s Current Report on Form 8-K filed June 10, 2013).

4.3	Form of Note for the Indenture for Century Aluminum Company’s 7.5% Senior Secured Notes due 2021, dated as of June 4, 2013, between Century Aluminum Company, as Issuer, and Wilmington Trust Company, as Trustee and Noteholder Collateral Agent (incorporated by reference to Exhibit 4.2 to Century Aluminum’s Current Report on Form 8-K filed on June 10, 2013).

4.4	Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock of Century Aluminum Company, dated July 7, 2008 (incorporated by reference to Exhibit 3.1 to Century Aluminum’s Current Report on Form 8-K filed on July 8, 2008).

4.5†	Form of Senior Indenture of Century Aluminum Company.

4.6†	Form of Subordinated Indenture of Century Aluminum Company.

5.1†	Opinion of Winston & Strawn LLP.

12.1†	Computation of ratio of earnings to fixed charges.

23.1†	Consent of Deloitte & Touche LLP.

23.2†	Consent of Winston & Strawn LLP (included in Exhibit 5.1).

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24.1†	Powers of Attorney (included on the signature page hereto).

25.1**	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Senior Indenture of Century Aluminum Company.

25.2**	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Subordinated Indenture of Century Aluminum Company.

ITEM 17.	UNDERTAKINGS

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Number	Document Description

1.1*	Form of Underwriting Agreement.

2.1	Asset Sale Agreement, date April 28, 2013, by and between Century Echo LLC and Alcan Primary Products Corporation (incorporated by reference to Exhibit 2.1 to Century Aluminum’s Current Report on Form 8-K filed on April 30, 2013).

2.2	Amendment No. 1, dated June 1, 2013, to Asset Sale Agreement, dated April 28, 2013, by and between Century Echo LLC (now Century Aluminum Sebree LLC) and Alcan Primary Products Corporation (incorporated by reference to Exhibit 2.1 to Century Aluminum’s Current Report on Form 8-K filed on June 6, 2013).

2.3	Guaranty of Century Aluminum Company, dated April 28, 2013 (incorporated by reference to Exhibit 2.2 to Century Aluminum’s Current Report on Form 8-K filed on April 30, 2013).

4.1	Form of Stock Certificate (incorporated by reference to Exhibit 3.1 to Century Aluminum’s Registration Statement on Form S-1 filed on August 8, 1995)

4.2	Indenture for Century Aluminum Company’s 7.5% Senior Secured Notes due 2021, dated as of June 4, 2013, by and among Century Aluminum Company, as Issuer and Wilmington Trust, National Association, as Trustee and Noteholder Collateral Agent (incorporated by reference to Exhibit 4.1 to Century Aluminum’s Current Report on Form 8-K filed June 10, 2013).

4.3	Form of Note for the Indenture for Century Aluminum Company’s 7.5% Senior Secured Notes due 2021, dated as of June 4, 2013, between Century Aluminum Company, as Issuer, and Wilmington Trust Company, as Trustee and Noteholder Collateral Agent (incorporated by reference to Exhibit 4.2 to Century Aluminum’s Current Report on Form 8-K filed on June 10, 2013).

4.4	Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock of Century Aluminum Company, dated July 7, 2008 (incorporated by reference to Exhibit 3.1 to Century Aluminum’s Current Report on Form 8-K filed on July 8, 2008).

4.5†	Form of Senior Indenture of Century Aluminum Company.

4.6†	Form of Subordinated Indenture of Century Aluminum Company.

5.1†	Opinion of Winston & Strawn LLP.

12.1†	Computation of ratio of earnings to fixed charges.

23.1†	Consent of Deloitte & Touche LLP.

23.2†	Consent of Winston & Strawn LLP (included in Exhibit 5.1).

24.1†	Powers of Attorney (included on the signature page hereto).

25.1**	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Senior Indenture of Century Aluminum Company.

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25.2**	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Subordinated Indenture of Century Aluminum Company.