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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Armco, Inc.
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(Name of Issuer)
Common Stock, Par Value $5.00 Per Share
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(Title of Class of Securities)
042170100
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(CUSIP Number)
*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 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") or 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 (s))
Page 1 of 4 Pages
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CUSIP No. 042170100 13G Page 2 of 4 Pages
(1) Names of Reporting Persons, S.S. or I.R.S. Identifications Nos. of Above
Persons
Sasco Capital, Inc.
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(2) Check the Appropriate Box if a Member of a Group* (a) / /
(b) / X /
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
Fairfield, Connecticut
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Number of Shares (5) Sole Voting Power
Beneficially
Owned by 5,423,400
Each Reporting ----------------------------------------------------------
Person With (6) Shared Voting Power
None
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(7) Sole Dispositive Power
9,481,400
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(8) Shared Dispositive Power
None
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
9,481,400
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by Amount in Row (9)
8.9%
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(12) Type of Reporting Person*
IA
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Page 3 of 4 Pages
Item 1(a) Name of Issuer:
The issuer of the securities to which this statement relates is Armco,
Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
1 Oxford Centre, 15th Floor
301 Grant Street
Pittsburgh, PA 15219
Item 2(a) Name of Person Filing:
Sasco Capital, Incorporated
Item 2(b) Address of Principal Business Office:
10 Sasco Hill Road
Fairfield, CT 06430
Item 2(c) Citizenship:
Sasco Capital, Incorporated is a Connecticut corporation whose office
is at Fairfield, Connecticut.
Item 2(d) Title of Class of Securities:
Common stock, par value $5.00 per share.
Item 2(e) CUSIP Number:
042170100
Item 3 This statement is filed pursuant to Rule 13d-1(b) and the person
filing is:
Daniel L. Leary, Secretary, for Sasco Capital, Inc.
Item 4 Ownership.
The 9,481,400 acquired by Sasco Capital, Inc. constitute 8.9% of the
outstanding shares of Armco, Inc. Sasco Capital, Inc. has beneficial ownership
to direct the disposition of only these 9,481,400 and has the sole power to vote
5,423,400 shares. Sasco Capital, Inc. has no shared powers with regards to any
other shares of Armco, Inc.
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Page 4 of 4 Pages
Item 5 Ownership of 5% or less of a Class
Not applicable.
Item 6 Ownership of More than 5% on Behalf of Another Person.
Not applicable.
Item 7 Identification and Classification of the Subsidiary Which Acquired
Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8 Identification and Classification of Members of the Group.
Not applicable.
Item 9 Notice of Dissolution of Group.
Item 10 Certification.
By signing below, I, Daniel L. Leary Secretary of Sasco Capital, Inc.,
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 purposes or effect.
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.
/s/ Daniel L. Leary
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Daniel L. Leary
Secretary
January 30, 1998
