HUTCHINS GLENN H
3, 1999-01-28
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<PAGE>

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                    FORM 3

            INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

    Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
        Section 17(a) of the Public Utility Holding Company Act of 1935
            or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*

   Hutchins Glenn    H.
   (Last)  (First)  (Middle)

   c/o Blackstone Management Associates II L.L.C.
   345 Park Avenue, 31st Floor
   (Street)

   New York NY 10154
   (City)  (State)  (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)

   1/28/99

3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)



4. Issuer Name and Ticker or Trading Symbol

   American Axle & Manufacturing Holdings, Inc.    Symbol: AXL

5. Relationship of Reporting Person to Issuer (Check all applicable)

   /X/ Director                            /X/ 10% Owner
   / / Officer (give title below)          / / Other (specify below)

6. If Amendment, Date of Original (Month/Day/Year)


7. Individual or Joint/Group Reporting (Check applicable line)

   /X/ Form filed by One Reporting Person
   / / Form filed by More than One Reporting Person

* If the Form is filed by more than one Reporting Person, see instruction
  5(b)(v).

<TABLE>
<CAPTION>
            Table I -- Non-Derivative Securities Beneficially Owned

                                 2. Amount        3. Ownership
                                    of Secu-         Form:
                                    rities           Direct      4. Nature of
                                    Bene-            (D) or         Indirect
                                    ficially         Indirect       Beneficial
                                    Owned            (I)            Ownership
1. Title of Security                (Instr. 4)       (Instr. 5)     (Instr. 5)
- -------------------------------- ----------------  -------------  --------------
<S>                              <C>               <C>            <C>
Common Stock                     26,510,991.75(1)        I        See attachment

</TABLE>                          

<TABLE>
<CAPTION>
         Table II--Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

                                                2. Date Exercisable
                                                   and Expiration Date  3. Title and Amount of Securities Underlying Derivative
                                                   (Month/Day/Year)        Security (Instr. 4)
                                                ----------------------  -----------------------------------------------------------
                                                Date                                                                     Amount or
1. Title of Derivative                          Exercis-    Expiration                      Title                        Number of
   Security (Instr. 4)                          able        Date                                                          Shares
- ----------------------------------------------  ----------  ----------  ----------------------------------------------  -----------
<S>                                             <C>         <C>         <C>                                             <C>




<CAPTION>
                                                               5. Ownership
                                                                  Form of
                                                                  Derivative
                                                4. Conver-        Security:
                                                   sion or        Direct      6. Nature of
                                                   Exercise       (D) or          Indirect                   
                                                   Price of       Indirect        Beneficial
1. Title of Derivative                             Derivative     (I)             Ownership
   Security (Instr. 4)                             Security       (Instr. 5)      (Instr. 5)
- ----------------------------------------------  -------------  -------------  --------------
<S>                                             <C>            <C>            <C>




</TABLE>

Explanation of Responses:

(1)  The reporting person disclaims beneficial ownership of these securities,
     and this report shall not be deemed an admission that the reporting person
     is the beneficial owner of such securities for purposes of Section 16 or
     for any other purpose.




        /s/ Glenn H. Hutchins                       1/28/99
- ---------------------------------------    --------------------------
    **Signature of Reporting Person                   Date

** Intentional misstatements or omissions of facts constitute Federal Criminal
   Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

<PAGE>

                             ATTACHMENT TO FORM 3

Reporting Person: Glenn H. Hutchins

Address:  C/O Blackstone Management Associates II L.L.C.
          345 Park Avenue, 31st Floor
          New York, NY 10154

Issuer & Ticker Symbol: American Axle & Manufacturing Holdings, Inc. (AXL)

Date of Event 
Requiring Statement: 1/28/99

As one of the members of Blackstone Management Associates II L.L.C. ("BMA II")
which is the sole general partner of Blackstone Capital Partners II Merchant
Banking Fund L.P., Blackstone Family Investment Partnership II L.P. and the sole
investment general partner of Blackstone Offshore Capital Partners II L.P.
(collectively, the "Partnerships"), the Reporting Person has an indirect
pecuniary interest in a portion of the Common Stock held by the Partnerships. As
permitted by the SEC rules, the number of shares reported includes shares in
excess of the Reporting Person's actual pecuniary interest in the equity
securities of the Issuer. The rporting person disclaims beneficial ownership of
these securities, and this report shall not be deemed an admission that the
reporting person is the beneficial owner of such securities for purposes of
Section 16 or for any other purpose.



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