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):      August 22, 1997



                                     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
- ------------------------                -----------------------------------
(Commission File Number)               (I.R.S. Employer Identification No.)



One Oxford Centre, 301 Grant Street, Pittsburgh, Pennsylvania   15219-1415
- -------------------------------------------------------------  -----------
         (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 August 22, 1997, Armco Inc. (the "Company") announced plans to 
issue $150 million of Senior Notes maturing in 2007, in a private 
placement pursuant to Rule 144A under the Securities Act of 1933, as 
amended.  The Company stated that it intends to use the net proceeds of 
the offering to redeem or repurchase certain outstanding debt 
securities, and for general corporate purposes.  The Company's press 
release is filed as an Exhibit hereto, and incorporated herein by 
reference.




Item 7.  Exhibits.
         --------

  99.2   Press release dated August 22, 1997.

                                     2


                              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:  August 28, 1997                  By: /s/ Gary R. Hildreth
                                        ------------------------------------
                                            Name:  Gary R. Hildreth
                                            Title: Vice President


                                       3

EX-99.1

EXHIBIT LIST



99.2        Press release dated August 22, 1997.

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:
                                                  ----------------------------

                                                        Fred O'Brien
                                                        412-255-9868

                                                        Jim Herzog
                                                        412-255-9825


                   ARMCO ANNOUNCES PLANS TO ISSUE SENIOR NOTES

     PITTSBURGH, PA, August 22, 1997 -- Armco Inc. (NYSE: AS) announced 
plans to issue $150 million of Senior Notes maturing in 2007.  The 
company said the issue would be offered, in early September 1997, as a 
private placement pursuant to Rule 144A under the Securities Act.
     Armco said it intends to use the net proceeds from the offering of 
the Senior Notes to redeem or repurchase an aggregate of $100.0 million 
principal amount of the company's 11-3/8 percent Senior Notes due 1999 
(which become subject to redemption by the company, at an initial 
redemption price of 102%, on October 15, 1997) and $20.0 million 
principal amount of its 9.20 percent Debentures due 2000 (which are 
subject to redemption at par at any time), and for general corporate 
purposes.
     The Senior Notes will not be registered under the Securities Act of 
1933 and may not be offered or sold in the United States absent 
registration or an applicable exemption from registration.  However, 
Armco intends to register the Senior Notes for resale promptly after 
completion of the offering.
     Armco Inc. is a leading domestic producer of specialty flat-rolled  
stainless, electrical and galvanized steels with plants in Butler, 
Pennsylvania and Coshocton, Dover, Mansfield and Zanesville, Ohio.  
Armco also produces snowplows and other snow and ice control products, 
and standard pipe and tubular products.
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