8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): June 7, 2010

General Steel Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-33717	41-2079252
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Room 2315, Kun Tai International Mansion Building, Yi No 12, Chaoyangmenwai Ave.,

Chaoyang District, Beijing 100020

(Address of principal executive offices)

Registrant’s telephone number, including area code:

+ 86 (10) 58797346

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 7, 2010, General Steel Holdings, Inc. (the “Company”) and Maoming Hengda Steel Group Ltd. (“Maoming”), a subsidiary of the Company, entered into a Debt Repayment Agreement (the “Agreement”) with Guangzhou Hengda Industrial Group Ltd. (“Guangzhou Hengda”), a corporation formed under the laws of the People’s Republic of China, and its sole shareholder Ms. Ding Yumei whereby the Company issued 928,163 shares of its common stock (the “Shares”) to Ms. Ding Yumei, the designee and sole shareholder of Guangzhou Hengda, to partially repay the amount owed to Guangzhou Hengda.  The Company issued the Shares at a price of $7.00 per share thereby reducing the amount owed by $6,497,141.

The foregoing description of the Agreement is qualified in its entirety by the full text thereof attached hereto as Exhibit 10.1 and incorporated herein by reference.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

The disclosures in Item 1.01 above are incorporated into this Item 3.02 by reference.  The issuance of the Shares was made in reliance upon an exemption from registration requirements of the Securities Act afforded by Section 4(2) of the Securities Act for offers and sales of securities that do not involve a public offering.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Document Description
10.1	Debt Repayment Agreement, dated June 7, 2010, by and between General Steel Holdings, Inc., Maoming Hengda Steel Group Ltd., Guangzhou Hengda Industrial Group Ltd. and Ms. Ding Yumei.

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 thereunto duly authorized.

General Steel Holdings, Inc.
By:	/s/ John Chen
Name:	John Chen
Title:	Chief Financial Officer

Dated: June 9, 2010

EX-10.1

Exhibit 10.1

DEBT REPAYMENT AGREEMENT

Party A: General Steel Holdings, Inc.

       Maoming Hengda Steel Group Ltd.

Party B: Guangzhou Hengda Industrial Group Ltd.

Ms. Ding Yumei

Party A and Party B hereby enter into this agreement whereby Party A issues common shares of General Steel Holdings, Inc. (NYSE: GSI) to Party B as partial repayment of the debt owed by Party A to Party B:

1. Definitions.

(1) The term “share issuance” refers to the issuance of 928,163 shares of the common stock of General Steel Holdings, Inc. stipulated under Clause 2.

(2) “Issued shares” refers to the 928,163 shares of the common stock of General Steel Holdings, Inc. Party A issues to Party B under this agreement.

2. Share Issuance.

(1) Party A, under this agreement, will issue 928,163 shares of common stock of General Steel Holdings, Inc. to Ms. Ding Yumei, along with the corresponding rights and interests of shareholders, to partially repay debt owed by Maoming Hengda Steel Group Ltd. and General Steel Holdings Inc. to Guangzhou Hengda Industrial Group, Ltd.;

(2)  Ms. Ding Yumei agrees to receive the above mentioned shares, and accepts corresponding rights and obligations when the transaction is completed.

(3)  After the share issuance, the value of the shares will offset an equivalent value of the debt owed by Party A to Party B.

(4) On the share issuance date (date shares are issued), the Bank of China posted mid price RMB exchange rate to US dollar shall be used for conversion.

3. Share Price Confirmation Method. Party A issues 928,163 shares of the common stock of General Steel Holdings, Inc. at the price of $7.00 per share, for a total of $6,497,141.

4. Dispute Settlement. Any dispute raising from the performance of this agreement or related to this agreement shall be settled through friendly consultation. If the two parties cannot arrive at a settlement, the case should be submitted to the local People’s court at Party  B’s location.

5. This agreement will be binding to the two parties hereof as of the effective date. The rights and obligations under the agreement will maintain unchanged unless agreed to in writing by both parties.

6. This agreement will be effective after being stamped with the official seals of the two companies and signed by the legal representatives or the authorized representatives of the two parties.

7. This Agreement is executed in four copies. Party A and Party B each holds two copies and each copy has the same legal effect.

[Signature Page Follows]

Party A (official seal )	Party B (official seal)
Representative (signature)	Representative (signature)
/s/ John Chen	/s/ Yijun Wang
John Chen	Yijun Wang
General Steel Holdings, Inc.	Guangzhou Hengda Industrial Group Ltd.
Chief Financial Officer
June 7, 2010	June 7, 2010