AK STEEL HOLDING CORP
8-K, 1996-12-20
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)
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<PAGE>

               SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C.  20549

                          FORM 8-K

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



Date of Report(Date of earliest event reported) December 19, 1996
                                                -----------------
                                                                   
                 AK STEEL HOLDING CORPORATION                    
- ------------------------------------------------------------------ 
   (Exact name of registrant as specified in its charter)


   DELAWARE             File No. 1-13696       31-1401455  
- ---------------      -----------------------  -------------
(State or other     (Commission file number)  (IRS employer
jurisdiction of                                identification
incorporation)                                 number)


  703 Curtis Street, Middletown, Ohio           45043 
- ----------------------------------------      ---------  
(Address of principal executive offices)      (Zip code)


Registrant's telephone number, including area code: (513) 425-5000
                                                     -------------


                         Not Applicable  
- ------------------------------------------------------------------ 
 (Former name or former address, if changed since last report)


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Item 5.   Other Events.
          ------------

     Filed herewith is a copy of a Press Release, dated December
18, 1996, issued by AK Steel Holding Corporation to announce that
the company has completed arrangements for $800 million of debt
financing for the construction of its Rockport Works facility. The
company stated that it had issued and sold $550 million of
unsecured senior notes due December 2006 and had entered into
definitive agreements for the private sale during 1997 of $250
million of senior secured notes due December 2004.
 

Item 7.  Exhibits.
         --------
        
         Exhibit 99  Press Release, dated December 18, 1996.


                              2
               
<PAGE>


                        Signatures


     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 thereunto duly authorized.


                        AK STEEL HOLDING CORPORATION



                       /s/ John G. Hritz
                           ---------------------------------
                           Vice President, General Counsel
                           and Secretary    

Dated:  December 19, 1996


                              3
 

<PAGE>

              AK STEEL HOLDING CORPORATION


                     FORM 8-K
                   CURRENT REPORT

                   Exhibit Index
                   -------------


Exhibit No. Description                            Page
- ----------  -----------                            ----

   99       Press Release, dated December 18, 1996   5


                              4


<PAGE>

                                                                   
                                          EXHIBIT 99
                                          NEWS RELEASE


      AK Steel Completes Note Financing for Rockport Works


MIDDLETOWN, OH, December 18, 1996--AK Steel (NYSE: AKS) today
announced that it had completed arrangements for $800 million of
debt financing for construction of its Rockport Works facility. 
The company stated that it had issued and sold $550 million of
unsecured senior notes due December 2006.  The notes were offered
and sold pursuant to Rule 144A under the Securities Act of 1933. 
In addition, the company said that it had entered into definitive
agreements for the private sale during 1997 of $250 million of
senior secured notes due December 2004.

     The company announced on November 21, 1996 its plan to build
a state-of-the-art flat-rolled carbon and stainless steel
finishing facility in Spencer County, Indiana, near the town of
Rockport.  Construction of the facility is expected to begin next
month.  The facility will include a dual-purpose carbon and
stainless continuous cold rolling mill, a hot-dip galvanizing and
galvannealing line, hydrogen annealing and temper rolling
facilities and carbon and stainless steel pickling lines.  The
galvanizing and galvannealing line is scheduled to begin operation
in 1998 with the remaining facilities scheduled to begin operating
in 1999.

     When fully operational, Rockport Works is expected to enable
the company to increase its annual shipments to 5.1 million tons
of value-added carbon and stainless steel flat-rolled products.

     Neither the unsecured notes nor the secured notes have been
registered under the Securities Act of 1933, and none of those
notes may be offered or sold in the United States unless so
registered or pursuant to an applicable exemption from the
registration requirements of the Act.

     AK Steel produces low-carbon flat-rolled steel for
automotive, appliance, construction and other markets.  The
company employs about 5,800 people in plants and offices in
Middletown and Ashland, Kentucky.





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