AK STEEL HOLDING CORP
8-K, 1997-01-27
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) January 27, 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
January 22, 1997, issued by AK Steel Holding Corporation (the
"Company") to announce its earnings for the three months and
twelve months ended December 31, 1996.  Included in the Press
Release are statements of operations and earnings per share data
for the three months ended December 31, 1996 and December 31, 1995
and the twelve months ended December 31, 1996 and December 31,
1995.  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.
     
Item 7.   Exhibits.
          ---------
                     
        
          (a)  Financial Statements of business acquired:

               Not applicable.

          (b)  Pro Forma financial information:

               Not applicable.

          (c)  Exhibit:
   
               (99)  Press Release, dated January 22, 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:  January 27, 1997


                            3
 

<PAGE>

              AK STEEL HOLDING CORPORATION


                     FORM 8-K
                   CURRENT REPORT

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


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

   99       Press Release, dated January 22, 1997    5


                            4


<PAGE>

                                                                   
                                          EXHIBIT 99
                                          NEWS RELEASE


          RECORD AUTOMOTIVE SHIPMENTS BOLSTER
  AK STEEL'S 1996 FOURTH QUARTER AND FULL YEAR RESULTS


MIDDLETOWN, OH, January 22, 1997 -- AK Steel (NYSE:
AKS) reported earnings of $30.7 million, or $0.99 per
fully diluted share of common stock, on record
shipments of nearly 1,165,000 tons for the fourth
quarter of 1996.  The company reported operating
profit of $55.6 million, or $48 per ton shipped for
the fourth quarter of 1996.

   The company shipped a record of 489,000 tons to
automotive customers in the quarter, capping a year in
which AK Steel's automotive shipments increased 17% to
nearly 1.9 million tons compared to 1.6 million tons
in 1995.  Sales for the quarter were a record $608.2
million.

1996 Full-Year Results

   For the full year 1996, AK Steel earned $145.9
million, or $4.70 per fully diluted share of common
stock, on record shipments of nearly 4.4 million tons. 
Operating profit for 1996 was $264.5 million, or $60
per ton shipped.  Total shipments for 1996 were more
than 8% higher than the 4.1 million tons shipped in
1995.  Sales for 1996 were in excess of $2.3 billion.

   "Our shareholders benefited in 1996 from continuing
strong operating, commercial and financial
performance," said Thomas C. Graham, chairman.  "The
capital investments made in our Middletown and Ashland
operations have paid handsome returns, enabling AK
Steel to significantly increase the production of
value-added coated products, especially for the
automotive market.  As a result of the company's
sustained performance, stockholders were also rewarded
in 1996 with a 33% increase in the common stock
dividend," he said.

   Richard M. Wardrop, Jr., president and chief
executive officer, said the company anticipates a
continuation of the demand in 1997 for AK Steel's
products.

   "All indications from our key markets foretell 1997
as another strong year," he said.  "We also enter the
year embarking upon a tremendous plan for growth with
the start of construction of our state-of-the-art
finishing facility in Rockport, Indiana."

   The company announced November 21 its plan to
construct a 1.8 million ton per year carbon and
stainless steel finishing complex to supply flat-
rolled sheet steel to automotive, appliance, food and
chemical processing and other value-added markets. 
Construction is expected to begin later this month
with the first unit scheduled to be at full capacity
by December 1998.

Common Stock and Preferred Dividends Declared

   The company said its board of directors declared a
regular quarterly common stock dividend of $0.20 per
share, payable on February 17, 1997, to shareholders
of record on February 5, 1997.  The board also
declared a regular quarterly dividend of $0.538125 per
share on its mandatorily convertible preferred stock,
payable April 15, 1997, to shareholders of record on
March 14, 1997.

   AK Steel produces carbon flat-rolled steel for
automotive, appliance, construction and manufacturing
markets and employs about 5,800 people.

<PAGE>

<TABLE>

       AK Steel Statements of Income & Per Share Data
            ($ Millions except per share data)

<CAPTION>
                       Three Months Ended  Twelve Months Ended
                           December 31,       December 31,
                         1996      1995     1996      1995
                         ----      ----     ----      ----
<S>                      <C>       <C>      <C>       <C>

Shipments (000 tons)     1,165     951      4,383     4,051

Net Sales                $608.2    $526.7   $2,301.8  $2,257.3

Cost of Products Sold    505.2     418.6    1,846.5   1,768.1

Selling and Admin. 
 Expense                  30.0      30.3      114.7     116.5

Depreciation              17.4      16.8       76.1      74.6
                         -----     -----     ------    ------

Total Operating Costs    552.6     465.7    2,037.3   1,959.2

Operating Profit          55.6      61.0      264.5     298.1

Interest Expense          11.4       9.0       39.8      35.6
Other Income               3.9       5.0       12.3      19.0
                         -----     -----     ------    ------

Income Before Income 
 Taxes                    48.1      57.0      237.0    281.5
Income Tax Provision      17.4       2.3       91.1     12.9
                         -----     -----     ------    ------

Net Income                30.7      54.7      145.9    268.6
Less Preferred Stock
 Dividends                 2.6       3.2       11.1     15.3
                         -----     -----     ------    ------

Net Income Applicable
 to Common Stock        $28.1      $51.5     $134.8    $253.3

<CAPTION>
                           Earnings Per Share Data


Three Months Ended December 31,

                             1996                    1995
                         -----------------       ----------------
                                    Fully                 Fully
                         Primary   Diluted       Primary  Diluted
                         -------   -------       -------  -------

<S>                      <C>       <C>           <C>      <C>
Earnings Per Share       $ 1.05    $ 0.99        $ 1.20   $ 1.08 
Weighted Average Shares  
   Outstanding (000)     26,702    30,901        26,645   32,582


Twelve Months Ended
   December 31,
                             1996                    1995
                         ----------------        ----------------
                                    Fully                   Fully
                         Primary  Diluted        Primary  Diluted
                         -------  -------        -------  -------

<S>                      <C>      <C>            <C>      <C>
Earnings Per Share       $ 5.07   $ 4.70         $ 5.97   $ 5.26
Weighted Average Shares  
   Outstanding (000)     26,593   31,077         26,515   32,988

<FN>
- --------------------
Primary and fully diluted earnings per share for the three months
and twelve months ended December 31, 1995 have been adjusted to
reflect a constant 38.4% book tax rate for more valid comparisons
to current earnings.


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</TABLE>


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