UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549


                                  FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                       SECURITIES EXCHANGE ACTION OF 1934



                                  ARMCO INC.
          -----------------------------------------------------
          (Exact name of registrant as specified in its charter)




                        Ohio                        31-0200500
- -----------------------------------------------------------------------

(State of incorporation or organization)          (I.R.S. Employer
                                                   Identification No.)


One Oxford Centre, 301 Grant Street, Pittsburgh, Pennsylvania 15219-1415
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      (Address of principal executive office)                 (Zip Code)


     Securities to be registered pursuant to Section 12(b) of the Act:

     Title of each class                 Name of each exchange on which
     to be so registered                 each class is to be registered
     -------------------                 ------------------------------
Preferred Stock Purchase Rights              New York Stock Exchange



       Securities to be registered pursuant to Section 12(g) of the Act:

                                       None
                                ----------------
                                 (Title of Class)



Item 1.     Description of Registrant's Securities to be Registered.
            --------------------------------------------------------

     On February 23, 1996, the Board of Directors of Armco Inc. (the 
"Company") declared a dividend distribution of one Right for each 
outstanding share of Company Common Stock to stockholders of record at the 
close of business on June 26, 1996.  One Right will also be distributed for 
each share of Common Stock issued after June 26, 1996, until the 
Distribution Date (which is described in the next paragraph).  Each Right 
entitles the registered holder to purchase from the Company a unit 
consisting of one two-hundredths of a share (a "Unit") of Class A Preferred 
Stock, designated as Participating Preferred Stock (the "Preferred Stock"), 
at a Purchase Price of $20.00 per Unit, subject to adjustment.  The 
description and terms of the Rights are set forth in a Rights Agreement 
dated as of February 23, 1996 (the "Rights Agreement") between the Company 
and Fifth Third Bank, as Rights Agent.  

     Initially, the Rights will be attached to all Common Stock 
certificates representing shares then outstanding, and no separate Rights 
Certificates will be distributed.  The Rights will separate from the Common 
Stock and a Distribution Date will occur upon the earliest of (i) 10 
business days following a public announcement that a person or group of 
affiliated or associated persons (an "Acquiring Person") has acquired, or 
obtained the right to acquire, beneficial ownership of 20% or more of the 
outstanding shares of Common Stock (the "Stock Acquisition Date"), (ii) 10 
business days following the commencement of a tender offer or exchange 
offer that would if consummated result in a person or group beneficially 
owning 20% or more of such outstanding shares of Common Stock or (iii) 10 
business days after the Board of Directors of the Company shall declare any 
Person to be an "Adverse Person," upon a determination that such person, 
alone or together with its affiliates and associates, has or will become 
the Beneficial Owner of 10% or more of the outstanding shares of Common 
Stock (provided that any such determination shall not be effective until 
such Person has become the Beneficial Owner of 10% or more of the 
outstanding shares of Common Stock) and a determination by at least a 
majority of the "Continuing Directors" (who generally are those directors 
who were directors of the Company on February 23, 1996 or who subsequently 
became directors and whose elections or nominations were approved by a 
majority of Continuing Directors), including consultation with such persons 
as such directors shall deem appropriate, that (a) such beneficial 
ownership by such person is intended to cause, is reasonably likely to 
cause or will cause the Company to repurchase the Common Stock beneficially 
owned by such person or to cause pressure on the Company to take action or 
enter into a transaction or series of transactions intended to provide such 
person with short-term financial gain under circumstances where the Board 
of Directors determines that the best long-term interests of the Company 
and its stockholders would not be served by taking such action or entering 
into such transactions or series of transactions at that time or (b) such 
beneficial ownership is causing or is reasonably likely to cause a material 
adverse impact (including, but not limited to, impairment of relationships 
with customers or impairment of the Company's ability to maintain its 
competitive position) on the business or prospects of the Company or 
(c) such beneficial ownership otherwise is determined to be not in the best 
interests of the Company and its stockholders, employees, customers and 
communities in which the Company and its subsidiaries do business.

     However, the Board of Directors may not declare a person to be an 
Adverse Person if, prior to the time that the person acquired 10% or more 
of the shares of Common Stock then outstanding, such person provided to the 
Board of Directors in writing a statement of the person's purpose and 
intentions in connection with the proposed acquisition of Common Stock, 
together with any other information reasonably requested of the person by 
the Board of Directors, and the Board of Directors, based on such statement 
and reasonable inquiry and investigation as it deems appropriate, 
determines to notify and notifies such person in writing that it will not 
declare the person to be an Adverse Person; provided, however, that the 
Board 

                                        -2-


of Directors may expressly condition in any manner a determination not to 
declare a person an Adverse Person on such conditions as the Board of 
Directors may select, including, without limitation, such person's not 
acquiring more than a specified amount of stock and/or on such person's not 
taking actions inconsistent with the purposes and intentions disclosed by 
such person in the statement provided to the Board of Directors.  In the 
event that the Board of Directors should at any time determine, upon 
reasonable inquiry and investigation, that such person has not met or 
complied with any conditions specified by the Board of Directors, the Board 
of Directors may at any time thereafter declare the person to be an Adverse 
Person.

     Until the Distribution Date (i) the Rights will be evidenced by the 
Common Stock certificates and will be transferred with and only with such 
Common Stock certificates, (ii) new Common Stock certificates issued after 
June 26, 1996 will contain a notation incorporating the Rights Agreement by 
reference and (iii) the surrender for transfer of any certificates for 
Common Stock outstanding will also constitute the transfer of the Rights 
associated with the Common Stock represented by such certificate.

     The Rights are not exercisable until the Distribution Date and will 
expire at the close of business on June 26, 2006, unless earlier redeemed 
by the Company as described below.

     As soon as practicable after the Distribution Date, Rights 
Certificates will be mailed to holders of record of the Common Stock as of 
the close of business on the Distribution Date and, thereafter, the 
separate Rights Certificates alone will represent the Rights.  Except for 
certain issuances in connection with outstanding options and convertible 
securities and as otherwise determined by the Board of Directors, only 
shares of Common Stock issued prior to the Distribution Date will be issued 
with Rights.

     In the event that the Board of Directors determines that a person is 
an Adverse Person or, at any time following the Distribution Date, a person 
becomes the beneficial owner of 25% or more of the then-outstanding shares 
of Common Stock, each holder of a Right will thereafter have the right to 
receive at the time specified in the Rights Agreement, (x) upon exercise 
and payment of the exercise price, Common Stock (or, in certain 
circumstances, cash, property or other securities of the Company) having a 
value equal to two times the exercise price of the Right or (y) at the 
discretion of the Board of Directors, upon exercise and without payment of 
the exercise price, Common Stock (or, in certain circumstances, cash, 
property or other securities of the Company) having a value equal to the 
difference between the exercise price of the Right and the value of the 
consideration which would be payable under clause (x).  Notwithstanding any 
of the foregoing, following the occurrence of any of the events set forth 
in this paragraph, all Rights that are, or (under certain circumstances 
specified in the Rights Agreement) were, beneficially owned by any 
Acquiring Person or Adverse Person will be null and void.  However, Rights 
are not exercisable following the occurrence of either of the events set 
forth above until such time as the Rights are no longer redeemable by the 
Company as set forth below.

     For example, at an exercise price of $20.00 per Right, each Right not 
owned by an Acquiring Person or an Adverse Person (or by certain related 
parties) following an event set forth in the preceding paragraph would 
entitle its holder to purchase $40.00 worth of Common Stock (or other 
consideration, as noted above) for $20.00.  Assuming that the Common Stock 
had a per share value of $10.00 at such time, the holder of each valid 
Right would be entitled to purchase four shares of Common Stock for $20.00.  
Alternatively, at the discretion of the Board of Directors, each Right 
following an event set forth in the preceding paragraph, without payment of 
the exercise price, would entitle its holder to Common Stock (or other 
consideration, as noted above) worth $20.00.

                                        -3-



     In the event that, at any time following the Stock Acquisition Date, 
(i) the Company is acquired in a merger or other business combination 
transaction in which the Company is not the surviving corporation, or (ii) 
50% or more of the Company's assets or earning power is sold or 
transferred, each holder of a Right (except Rights which previously have 
been voided as set forth above) shall thereafter have the right to receive, 
upon exercise, common stock of the acquiring company having a value equal 
to two times the exercise price of the Right.  The events set forth in this 
paragraph and in the second preceding paragraph are referred to as the 
"Triggering Events."

     The Purchase Price payable, and the number of Units of Preferred Stock 
or other securities or property issuable, upon exercise of the Rights are 
subject to adjustment from time to time to prevent dilution (i) in the 
event of a stock dividend on, or a subdivision, combination or 
reclassification of, the Preferred Stock, (ii) if holders of the Preferred 
Stock are granted certain rights or warrants to subscribe for Preferred 
Stock or convertible securities at less than the current market price of 
the Preferred Stock, or (iii) upon the distribution to holders of the 
Preferred Stock of evidences of indebtedness or assets (excluding regular 
quarterly cash dividends) or of subscription rights or warrants (other than 
those referred to above).

     With certain exceptions, no adjustment in the Purchase Price will be 
required until cumulative adjustments amount to at least 1% of the Purchase 
Price.  No fractional Units will be issued and, in lieu thereof, an 
adjustment in cash will be made based on the market price of the Preferred 
Stock on the last trading date prior to the date of exercise.

     In general, the Company may redeem the Rights in whole, but not in 
part, at a price of $0.0025 per Right, at any time until 10 business days 
following the Stock Acquisition Date; provided, however, that with certain 
exceptions the Company shall be so entitled to redeem the Rights only if 
the Board of Directors then consists of a majority of Continuing Directors.  
Moreover, redemption would not be permitted after 10 business days 
following the effective date of any declaration by the Board of Directors 
that any person is an Adverse Person.  After the redemption period has 
expired, the Company's right of redemption may be reinstated if an 
Acquiring Person or Adverse Person reduces his beneficial ownership to less 
than 10% of the outstanding shares of Common Stock in a transaction or 
series of transactions not involving the Company and there are no other 
Acquiring Persons or Adverse Persons.  Immediately upon the action of the 
Board of Directors ordering redemption of the Rights, the Rights will 
terminate and the only right of the holders of Rights will be to receive 
the $0.0025 redemption price.

     Until a Right is exercised, the holder thereof, as such, will have no 
rights as a stockholder of the Company, including, without limitation, the 
right to vote or to receive dividends.  While the distribution of the 
Rights will not be taxable to stockholders or to the Company, stockholders 
may, depending upon the circumstances, recognize taxable income in the 
event that the Rights become exercisable for stock (or other consideration) 
of the Company or for common stock of the acquiring company as set forth 
above.

     Other than those provisions relating to the principal economic terms 
of the Rights, any of the provisions of the Rights Agreement may be amended 
by the Board of Directors of the Company prior to the Distribution Date.  
After the Distribution Date, the provisions of the Rights Agreement may be 
amended by the Board in order to cure any ambiguity, to make changes which 
do not adversely affect the interests of holders of Rights (excluding the 
interests of any Acquiring Person or Adverse Person), or to shorten or 
lengthen any time period under the Rights Agreement; provided, however, 
that no amendment to adjust the time period governing redemption shall be 
made when the Rights are not redeemable; and provided further, that any 
amendment to the redemption provision shall be effective only if the Board 
of Directors consists of a majority of Continuing Directors.

                                        -4-


     The form of Rights Agreement between the Company and the Rights Agent 
specifying the terms of the Rights, which includes as Exhibit A the form of 
Rights Certificate, was filed with the Securities and Exchange Commission 
as Exhibit 10(p) to Form 10-K for the fiscal year ended December 31, 1995.  
The foregoing description of the Rights does not purport to be complete and 
is qualified in its entirety by reference to the Rights Agreement, which is 
incorporated herein by reference.

Item 2.     Exhibits.
            ---------
     Form of Rights Agreement dated as of February 23, 1996, between Armco 
Inc. and Fifth Third Bank, Rights Agent, which includes as Exhibit A 
thereto the Form of the Rights Certificate was previously filed by Armco as 
Exhibit 10(p) to the Form 10-K for the fiscal year ended December 31, 1995.

                                        -5-


SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities and 
Exchange Act of 1934, the registrant has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereto duly 
authorized.


                                    ARMCO INC.



                                    By:  /s/ Gary R. Hildreth
                                    -------------------------------
                                       Name:   Gary R. Hildreth
                                       Title:  Vice President



Dated:    June 13, 1996
                                        -6-