ARMCO INC
8-K, 1998-12-09
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)
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                        SECURITIES AND EXCHANGE COMMISSION


                        ----------------------------------


                                    FORM 8-K



                                  CURRENT REPORT



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



    Date of Report (date of earliest event reported):      December 7, 1998



                                   Armco Inc.
- ------------------------------------------------------------------------
                 (Exact name of registrant as specified in charter)



                                   Ohio                             
- ------------------------------------------------------------------------
        (State or other jurisdiction of incorporation or organization)          

        1-873-2                                  31-0200500
- ------------------------              --------------------------------
(Commission File Number)            (I.R.S. Employer Identification No.)



One Oxford Centre, 301 Grant Street, Pittsburgh, Pennsylvania   15219-1415
- -------------------------------------------------------------   ----------
         (Address of principal executive offices)               (Zip Code)



     Registrant's telephone number, including area code:  412/255-9800
                                                          ------------



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Item 5.  Other Events
     On December 7, 1998, Armco Inc. (the "Company") announced plans to 
issue $75 million of Senior Notes maturing in 2008, in a private 
placement pursuant to Rule 144A under the Securities Act of 1933, as 
amended.  The Company stated that its intends to use the net proceeds of 
the offering to redeem or repurchase certain outstanding debt 
securities.  The Company's press release is filed as an Exhibit hereto, 
and incorporated by reference.

Item 7.  Information And Exhibits
Exhibit 99.2   Press Release dated December 7, 1998.
                                   2
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                              SIGNATURE




Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.


                                        ARMCO INC.



Date:  December 7, 1998                        By: /s/ Gary R. Hildreth
                                        ------------------------------------
                                            Name:  Gary R. Hildreth
                                            Title: Vice President


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<PAGE>

EXHIBIT LIST



99.2        Press release dated December 7, 1998.


<PAGE>

                                                            Exhibit 99.2

[ARMCO LOGO]                                      ARMCO INC.

                                                  SPECIALTY FLAT-ROLLED STEELS

                                                  Pittsburgh, Pennsylvania

 N E W S    F R O M   A R M C O                   CONTACT:
                                                  ----------------------------

                                                        Fred O'Brien
                                                        412-255-9868

                                                        Jim Herzog
                                                        412-255-9825



           ARMCO ANNOUNCES PLANS TO ISSUE SENIOR NOTES

     PITTSBURGH, PA, December 7, 1998 --- Armco Inc. (NYSE: AS) 
announced plans to issue $75 million of Senior Notes maturing in 2008.  
The company intends to offer the securities in December 1998 in a 
private placement to qualified institutional buyers in the United States 
pursuant to Rule 144A under the Securities Act of 1933 and to purchasers 
outside the United States pursuant to Regulation S under the Securities 
Act.
     Armco said that it intends to use the net proceeds from the 
offering of the Senior Notes, together with other available funds, to 
redeem or repurchase all of the company's 9-3/8 percent Senior Notes due 
2000 ($125 million aggregate principal amount at September 30, 1998).  
The 9-3/8 percent Senior Notes are currently subject to redemption by 
the company at a redemption price of 101.75 percent of the principal 
price amount thereof, plus accrued and unpaid interest, if any, thereon 
to the date of redemption.
     The securities offered will not be registered under the Securities 
Act of 1933 and may not be offered or sold in the United States absent 
registration or an applicable exemption from registration.
                                ###




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