AK STEEL HOLDING CORP
8-K, 1997-04-10
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) April 10, 1997
                                                --------------
                                                                   
                 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)


<PAGE>

Item 5.   Other Events.
          ------------
          Filed herewith is a copy of a Press Release, dated April
9, 1997, issued by AK Steel Holding Corporation (the "Company") to
announce its earnings for the three months ended March 31, 1997. 
Included in the Press Release are statement of income and
earnings per share data for the three months ended March 31, 1997
and March 31, 1996.  All normal recurring adjustments that are, in
the opinion of management, necessary for a fair presentation of
the results of operations for the periods presented have been
included.  The nature of the Company's business is such that the
results for any interim period are not necessarily indicative of
the results for a full year.

       Also included in the Press Release is the Company's
announcement of a dividend of $0.20 per share of Common Stock
payable on May 15, 1997, to shareholders of record on April 22,
1997.

     
Item 7.   Exhibit.
          ---------
                     
          (a)  Financial Statements of business acquired:

               Not applicable.

          (b)  Pro Forma financial information:

               Not applicable.

          (c)  Exhibit:
   
               (1)  Press Release, dated April 9, 1997

               
                            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:  April 10, 1997


                            3
 

<PAGE>

              AK STEEL HOLDING CORPORATION


                     FORM 8-K
                   CURRENT REPORT

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


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

   1        Press Release, dated April 9, 1997      5
 

                            4


<PAGE>

                                                                   
                                                 EXHIBIT 1
                                              NEWS RELEASE

          
AK STEEL REPORTS $61 PER TON OPERATING PROFIT FOR FIRST QUARTER


   MIDDLETOWN, OH, April 9, 1997 -- AK Steel (NYSE: AKS) today
reported net income of $34.5 million, or $1.11 per fully diluted
share of common stock, on shipments of 1,146,000 tons for the
first quarter of 1997.  Operating profit for the quarter was $69.5
million, or $61 per shipped ton.

   The company shipped a record 541,000 tons to automotive
customers in the first quarter of 1997, eclipsing the previous
quarterly record of 489,000 tons set in the fourth quarter of
1996.  Revenues for the first quarter of 1997 were $598.8 million,
an increase of 7% over the same period in 1996.

   "The markets for our products continue to be robust," said
Richard M. Wardrop, Jr., chairman and chief executive officer. 
"Once again record shipments to the automotive market paced a
strong quarterly performance.  In addition to stable operations at
our Middletown and Ashland facilities, the construction of our
Rockport Works began as scheduled during the quarter."

   The company also said its board of directors declared a regular
quarterly common stock dividend of $0.20 per share, payable on May
15, 1997, to shareholders of record on April 22, 1997.

   AK Steel produces flat-rolled steel for automotive, appliance,
construction and manufacturing markets.  The company employs about
5,800 people in plants and offices in Middletown and Ashland,
Kentucky.  The company announced November 21, 1996 its plan to
construct a 1.8 million ton per year carbon and stainless steel
finishing complex to supply flat-rolled steel to automotive,
appliance, food and chemical processing and other value-added
markets.

<PAGE>

<TABLE>

         STATEMENT OF INCOME & EARNINGS PER SHARE DATA
                 ($ Millions except per share data)

<CAPTION>


                                    Three Months Ended
                                        March 31
                                    1997          1996
                                    ----          ----

<S>                                 <C>           <C>

Shipments (000 tons)                1,146         1,064

Net Sales                           $ 598.8      $ 558.9

Cost of Products Sold                 480.9        444.5
Selling and Administrative             28.4         27.2
Depreciation                           20.0         20.0
                                       ----         ----
Total Operating Costs                 529.3        491.7
                                      -----        -----

Operating Profit                       69.5         67.2

Interest Expense                       21.7          9.4
Other Income                            8.3          2.8
                                        ---          ---

Income Before Income Taxes             56.1         60.6
Income Tax Expense                     21.6         23.6
                                       ----         ----

Net Income                             34.5         37.0
Less Preferred Dividends                2.6          3.1
                                        ---          ---

Net Income Applicable to 
  Common Stockholders               $  31.9       $ 33.9
                                       ----         ----
                                       ----         ----

<CAPTION>
Earnings Per Share Data
Three Months Ended March 31,

                             1997                1996
                        ---------------    ----------------    
                                 Fully              Fully
                       Primary  Diluted    Primary  Diluted
                       -------  -------    -------  -------

Earnings Per Share     $ 1.19   $ 1.11     $ 1.31   $ 1.20

Weighted Average Shares
  Outstanding (000)    26,943   31,118     25,851   30,828

</TABLE>            


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