SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)
Armco, Inc.
(Name of Issuer)
$3.625 Convertible Preferred Stock
(Title of Class of Securities)
042170407
(CUSIP Number)
Check the following box if a fee / X /
is being paid with this statement
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") of otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 7 Pages
<PAGE>
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Cusip No. 042170407 13G Page 2 of 7 Pages
- ---------------------------- -------------------------
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1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OppenheimerFunds, Inc.
I.R.S. NO. 13-2527171
- -------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
A / /
B / X /
- -------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
- -------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY -----------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING -----------------------------------------------
PERSON WITH 7. SOLE DISPOSITIVE POWER
0
-----------------------------------------------
8. SHARED DISPOSITIVE POWER
200,000
- -------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
- -------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES *
- -------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.00%
- -------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
IA
- -------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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Cusip No. 042170407 13G Page 3 of 7 Pages
- ---------------------------- -------------------------
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1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oppenheimer Equity Income Fund
I.R.S. NO. 84-0578481
- -------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
A / /
B / X /
- -------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- -------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES 200,000
BENEFICIALLY -----------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING -----------------------------------------------
PERSON WITH 7. SOLE DISPOSITIVE POWER
0
-----------------------------------------------
8. SHARED DISPOSITIVE POWER
200,000
- -------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
- -------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES *
- -------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.00%
- -------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
IV
- -------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Check the following box if a fee
is being paid with this statement / X /
Item 1(a) Name of Issuer:
Armco, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
1 Oxford Centre
301 Grant Street
Pittsburgh, PA 15219
Item 2(a) Name of Person Filing:
OppenheimerFunds, Inc.
Item 2(b) Address of Principal Business Office:
Two World Trade Center, Suite 3400
New York, New York 10048-0203
Item 2(c) Citizenship:
Inapplicable
Item 2(d) Title of Class of Securities:
$3.625 Convertible Preferred Stock
Item 2(e) CUSIP Number:
042170407
Item 3(e) X Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
Item 4(a) Amount Beneficially Owned: 200,000 shares
Item 4(b) Percent of Class: 8.00%
Item 4(c)(i) Sole Power to vote or to direct the vote - 0
Item 4(c)(ii) Shared power to vote or to direct the vote - 0
Item 4(c)(iii) Sole power to dispose or to direct the disposition of
- 0
Item 4(c)(iv) Shared power to dispose or to direct the disposition
of - 200,000 shares
Item 5 Ownership to Five Percent or Less of a Class:
If this statement is being filed to report the fact
that as of the date hereof, the reporting person has
ceased to be the beneficial owner of more than 5% of
the class of securities, check the following:
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
See Exhibit A hereto.
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company:
Inapplicable
Item 8 Identification and Classification of Members of the
Group:
Inapplicable
Item 9 Notice of Dissolution of Group:
Inapplicable
Item 10 Certification:
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have
the effect of changing or influencing the control of
the issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE After reasonable 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.
Date: February 9, 1996
Signature: /s/ Merryl Hoffman
________________________________________
Name/Title: Merryl Hoffman, Vice President
<PAGE>
EXHIBIT A
The Board of Directors or Trustees of the registered investment
companies managed by OppenheimerFunds, Inc. ("OFI") and owning shares of
the issuer can direct the disposition of dividends received by such funds
and can dispose of such securities. Additionally, OFI shares the power
to dispose of such securities with the Board of Directors or Trustees of
such funds; however, the Board of Directors or Trustees of such fund has
delegated these responsibilities to OFI as the fund's investment advisor
under its investment advisory agreement. OFI has an interest relating to
five (5%) percent or more of such securities as disclosed on Page 2
hereof, by virtue of the interest of five percent (5%) or more of such
securities by Oppenheimer Equity Income Fund, as disclosed on pages 3 and
4 hereof. OFI disclaims ownership of such securities, except as expressly
stated herein.
<PAGE>
EXHIBIT B
The undersigned investment company hereby acknowledges and agrees
that a report on Schedule 13G being filed by OppenheimerFunds, Inc. on or
about the date hereof, relating to the preferred stock of Armco, Inc.
filed on behalf of the undersigned.
Dated: February 9, 1996
Oppenheimer Equity Income Fund
By: /s/ Robert G. Zack
___________________________________
Robert G. Zack
Assistant Secretary
February 8, 1996
