UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON , D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest~~1934 ~~event reported): May 21, 2008 (May 16, 2008)~~

Date of Report (Date of Earliest Event Reported): January 2, 2009

ALERIS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-7170	75-2008280
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

25825 Science Park Drive, Suite 400 Beachwood, Ohio		44122
(Address of principal executive offices)		(Zip ~~code~~Code)

Registrant’s telephone number, including area code: (216) 910-3400

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 (see General Instruction A.2. below):

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

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

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

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

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On December 26, ~~May~~2008, Aleris International, Inc., a Delaware corporation (the “Company”), notified the administrative agent under the credit agreement governing its senior secured asset-based revolving credit facility dated as of August 161, 2006, amended and restated as of December 19, 2006 and further amended as of November 9, 2007 and September 10, 2008, among the ~~employment~~Company, each subsidiary of ~~Joseph~~the M.Company ~~Mallak~~party thereto, ~~Senior~~the ~~Vice~~lenders ~~President~~party thereto, ~~Finance~~Deutsche Bank AG New York Branch as administrative agent, ~~Chief~~Deutsche ~~Accounting~~Bank ~~Officer~~AG, Canada Branch, as Canadian administrative agent and ~~Controller~~certain ~~was~~other ~~terminated~~signatories thereto (the “ABL Credit Agreement”) that, effective December 31, 2008, it will voluntarily reduce (without ~~cause~~premium or penalty) the size of the ABL Credit Agreement by $250.0 million, thereby decreasing the size of the ABL Credit Agreement from up to $1,094.0 million to up to $844.0 million, subject to applicable borrowing bases. The Company will apply the entire $250.0 million reduction to reduce the U.S./European Commitments, such that the total Canadian Commitments and U.S./European Commitments will now be $35.0 million and $809.0 million, respectively.

~~Mr. Mallak~~Item ~~is entitled to termination payments pursuant to the terms of the Employment Agreement dated August~~ 8~~, 2007 by and among Mr~~. ~~Mallak, the Company, and Aurora Acquisition Holdings, Inc~~01. ~~(the~~Other ~~“Employment Agreement”), a copy of which is attached hereto as Exhibit 99~~Events.1, and incorporated herein by reference. Subject to the terms of the Employment Agreement, Mr. Mallak is entitled to a lump sum payment in an amount equal to one-and-one-half times the sum of his base pay plus his target bonus and continued medical benefits for 18 months following his termination date.

On ~~May~~December 1926, 2008, ~~Scott~~an affiliate A.of ~~McKinley~~TPG, ~~was~~the ~~elected~~primary ~~Senior~~stockholder ~~Vice President and Controller~~ of the Company., Heagreed ~~had~~to ~~served~~provide asa ~~Senior~~short-term ~~Vice President~~letter ~~and~~of ~~Treasurer~~credit ~~since~~in ~~September~~connection ~~2006.~~with ~~From~~an ~~June~~arrangement ~~2004~~with ~~till~~a ~~then,~~metal ~~Mr. McKinley~~hedge ~~served~~counterparty asof ~~Vice~~a ~~President~~subsidiary ~~and~~of ~~Chief~~the ~~Financial~~Company ~~Officer~~in ~~for Lubrizol Corporation’s Specialty Chemicals Segment. Prior to that, he was~~ the ~~Vice~~amount ~~President and Controller~~ of ~~Noveon,~~approximately ~~Inc.~~$45 Mrmillion. ~~McKinley~~ This ~~also~~arrangement ~~previously~~facilitated ~~held~~ the ~~position~~release of ~~Director,~~cash ~~Financial~~that ~~Planning~~had ~~and~~previously ~~Analysis~~been used for BFmargin ~~Goodrich~~requirements ~~Performance~~under ~~Materials and spent~~ the ~~first~~related 15metal ~~years~~hedging ~~of his career at the General Electric Company~~obligations.

Item 7.01. Regulation FD Disclosure

On May 21, 2008, the Company issued a press release on the election of Mr. McKinley. A copy of the Press Release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

The information contained in this Item 7.01 shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) except as shall be expressly set forth by specific reference in such a filing. The information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this item 7.01 of this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

Number		Description
99.1		Employment Agreement dated August 8, 2007 by and among Joseph M. Mallak, the Company, and Aurora Acquisition Holdings, Inc.
99.2		Press Release of the Company dated May 21, 2008

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~May~~January 212, ~~2008~~2009

Aleris International, Inc. By: /s/ ~~Sean~~Scott MA. ~~Stack~~McKinley ~~Sean~~Scott MA. ~~Stack~~McKinley ~~Executive~~Senior Vice President and ~~Chief Financial Officer~~Controller

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INDEX TO EXHIBITS

Exhibit Number	Description	Page
99.1	Employment Agreement dated August 8, 2007 by and among Joseph M. Mallak, the Company, and Aurora Acquisition Holdings, Inc.
99.2	Press Release of the Company dated May 21, 2008

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