8-K

                        SECURITIES AND EXCHANGE COMMISSION


                         -------------------------------


                                    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):      February 23, 1996



                                     Armco Inc.
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                 (Exact name of registrant as specified in charter)



                                        Ohio                             
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        (State or other jurisdiction of incorporation or organization)          

        1-873-2                                     31-0200500
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(Commission File Number)               (I.R.S. Employer Identification No.)



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



     Registrant's telephone number, including area code:  412/255-9800
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Item 5.  Other Events.
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     On February 23, 1996, the Board of Directors of Armco Inc. (the 
"Company") adopted a Stockholder Rights Plan and declared a dividend 
distribution of one preferred stock purchase right for each outstanding 
share of common stock of the Company to stockholders of record at the 
close of business on June 26, 1996.  The Company's existing Stockholder 
Rights Plan expires on June 26, 1996.  The foregoing actions are further 
described in the Exhibit hereto, which is incorporated herein by 
reference.



Item 7.  Exhibits.
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    99.     Press release dated February 23, 1996.

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                              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 hereunto duly authorized.


                                                ARMCO INC.



Date:  February 29, 1996                   By: /s/ Gary R. Hildreth
                                        ------------------------------------
                                            Name:  Gary R. Hildreth
                                            Title: Vice President


                                       3

EX-99.1

EXHIBIT LIST



99.2	Press release dated February 23, 1996.

EX-99.2

                                                        Exhibit 99.2

[ARMCO LOGO]                                      ARMCO INC.

                                                  SPECIALTY FLAT-ROLLED STEELS

                                                  Pittsburgh, Pennsylvania

 N E W S    F R O M   A R M C O                   CONTACT:
                                                  ----------------------------

                                                        Jim Herzog
                                                        412-255-9825


                        ARMCO ADOPTS NEW STOCKHOLDER PLAN
     PITTSBURGH, PA, February 23, 1996 -- The Board of Directors of 
Armco Inc. (NYSE: AS) adopted a shareholder Rights Plan to replace 
Armco's current plan, which was adopted in 1986 and expires on June 26, 
1996.  Like the 1986 plan, the new plan is designed to protect 
stockholders in the event of takeover action that would deny them the 
fair value of their investment.
     James F. Will, Chairman and Chief Executive Officer of Armco, said, 
"The Board believes that replacing the expiring plan with a new plan is 
appropriate.  Like the old plan, the Rights Plan is not intended to 
prevent an acquisition of the company on terms that are favorable and 
fair to all stockholders," Will added.  "However, the plan will deter 
any attempt to acquire control of the company through use of abusive 
tactics that are calculated to deprive the stockholders of fair value 
and deprive the Board of Directors of their ability to play a role in 
determining the company's future."
     Terms of the plan provide for a dividend to stockholders of record 
on June 26, 1996, of a Right to purchase 1/200th of a share of Armco's 
Series A, Participating Preferred Stock at an established exercise price 
for each share of common stock.  The company will be entitled to redeem 
the Rights at one quarter of one cent per Right under circumstances 
specified in the Rights Plan.  The Rights, which would expire 10 years 
from the date of issuance, will initially become exercisable if a person 
or group acquires 20% or more of Armco's common stock, or the company's 
Board of Directors determines pursuant to the terms of the Rights Plan 
that any person or group that has acquired 10% or more of the company's 
common stock is an "Adverse Person."
                                   -more-

                                 -Page Two-

      Details of the stockholders' Rights Plan will be summarized in a 
letter that will be mailed to all stockholders in June.
     Armco Inc. is a leading domestic producer of specialty flat-rolled 
stainless, electrical and carbon steels with plants in Butler, 
Pennsylvania and Coshocton, Dover, Mansfield and Zanesville, Ohio.  
Armco also owns companies which produce snowplows and other equipment 
for light trucks and standard pipe and tubular products.
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