<PAGE>
                                     Registration No. 33-
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         -------------------------------
                                 Form S-8

                             REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933

                         -------------------------------
                                   ARMCO INC.

            (Exact name of registrant as specified in its charter)

                  Ohio                                   31-0200500
     (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                    Identification No.)

                                  One Oxford Centre
                                   301 Grant Street
                            Pittsburgh, Pennsylvania 15219-1415

              (Address of principal executive offices, including Zip Code)

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

                                      ARMCO INC.
                            1993 LONG-TERM INCENTIVE PLAN
                                (Full title of the Plan)
                          --------------------------------

                                 GARY R. HILDRETH, ESQ.
                   Vice President, General Counsel and Secretary
                                      Armco Inc.
                                  One Oxford Centre
                                  301 Grant Street
                          Pittsburgh, Pennsylvania 15219-1415
                       (Name and address of agent for service)

             Telephone number, including area code, of agent for service:

                                     (412) 255-9800
<TABLE>
                             CALCULATION OF REGISTRATION FEE

- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
                                Proposed          Proposed
Title of                        maximum           maximum
securities to    Amount to      offering          aggregate       Amount of
be registered    be registered  price per unit(1) offering price  registration fee
- ---------------------------------------------------------------------------------------------------
<S>              <C>             <C>              <C>             <C>
Common Stock, 
par value
$.01 per share . 4,000,000 shares   $5.8750       $23,500,000      $8,107.50

Preferred 
Stock Purchase
Right . . . . . .4,000,000 rights    (2)               (2)           $100.00
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
<PAGE>
<FN>
(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933, as
     amended, based upon the average of the high and low prices of Armco
     Inc. Common Stock on the New York Stock Exchange as shown on the
     Composite Tape on June 24, 1994.

(2)  Each share of Armco Inc. Common Stock offered pursuant to this
     Registration Statement will be accompanied by one Preferred Stock
     Purchase Right of Armco Inc.  The Preferred Stock Purchase Rights are
     also being registered by this Registration Statement and are currently
     attached to and transferable only with the shares of Armco Inc. Common
     Stock registered hereby.  The $100 registration fee paid with respect
     to the Preferred Stock Purchase Rights represents the minimum statutory
     fee pursuant to Section 6(b) of the Securities Act of 1933, as amended.

- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
</TABLE>
                                      -2-
<PAGE>
                                     PART II


Item 3.  Incorporation of Documents by Reference
- ----------------------------------------------------

     The following documents, descriptions, amendments and reports filed by 
Armco Inc. ("Armco") are incorporated by reference into this Registration 
Statement:

     (a)  Armco's Annual Report on Form 10-K for the year ended December 31, 
1993;

     (b)  Armco's Quarterly Report on Form 10-Q for the quarter ended March 
31, 1994;

     (c)  All other reports filed by Armco pursuant to Section 13(a) or 
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), since December 31, 1993;

     (d)  The description of Armco Capital Stock that appears as Exhibit 99 
to Armco's Annual Report on Form 10-K for the year ended December 31, 1993 
and any description of Armco Capital Stock that appears in any prospectus 
forming a part of any subsequent registration statement of Armco filed under 
the Securities Act of 1933, as amended (the "Securities Act"), or in any 
subsequent registration statement or report filed by Armco pursuant  to 
Section 12 of the Exchange Act; and 

     (e)  The description of Armco's Preferred Stock Purchase Rights that 
appears in Armco's Registration Statement on Form 8-A, dated July 7, 1986, 
filed under Section 12 of the Exchange Act, as amended by Amendment No. 1 
thereto on Form 8, dated July 11, 1988, and any description of Armco's 
Preferred Stock Purchase Rights that appears in any prospectus forming a 
part of any subsequent registration statement of Armco filed under the 
Securities Act or in any subsequent registration statement or report filed 
by Armco pursuant to Section 12 of the Exchange Act.

     All documents subsequently filed by Armco pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been 
sold or which deregisters all securities then remaining unsold, shall be 
deemed to be incorporated by reference in this Registration Statement and to 
be a part hereof from the date of filing of such documents.

Item 4.     Description of Securities
- --------------------------------------

     Not Applicable.

Item 5.     Interests of Named Experts and Counsel
- --------------------------------------------------

     Not Applicable.

Item 6.  Indemnification of Directors and Officers
- ---------------------------------------------------

     Section 1701.13(E) of the Ohio Revised Code, under which law Armco is 
incorporated, grants corporations the power to indemnify a director, 
officer, employee or agent against expenses, including attorney's fees, 
judgments, fines and amounts paid in settlement actually and reasonably 
incurred by him in connection with any proceeding, other than a derivative 
action, to which he is a party by reason of the fact that he is or was a 
director, officer, employee or agent of the corporation or was serving in a 
similar capacity with another entity at the request of the corporation if he 
acted in good faith and in a manner he reasonably believed to be in or not 
opposed to the best interests of the corporation and, with respect to any 
criminal action or proceeding, he had no reason to believe his conduct was 
unlawful.  In the case of a derivative action, indemnification is limited to 
expenses and no indemnification shall be made in respect of (i) any claim, 
issue or matter as to which such person is adjudged to be liable for 
negligence or misconduct in the performance of his duty to the corporation 
unless, and only to the extent that, a court determines, despite the 
adjudication of liability, but in view of all the circumstances of the case, 
that such person is fairly and reasonably entitled to indemnity for expenses 
or (ii) any action or suit in which the only liability asserted against a 
director is pursuant to Section 1701.95 of the Revised Code dealing with 
unlawful loans, dividends and distribution of assets.  Indemnification for 
expenses is mandatory
                                      -3-

<PAGE>
under the statutory provisions if the person has been successful on the 
merits or otherwise in any such proceeding.  The indemnification authorized 
by statute is not exclusive.

     Article IV of Armco's Regulations provides that Armco shall indemnify 
directors, officers, employees or agents to the full extent permitted by 
applicable law and may, subject to certain exceptions, do so in cases where 
applicable law does not provide for indemnification if authorized by the 
directors upon the determination that such indemnification is in the best 
interest of Armco.

     Armco maintains insurance policies insuring Armco and its directors and 
officers against claims resulting from defined acts or omissions to act, 
subject to various exclusions, including pollution and antitrust claims and 
claims resulting from dishonesty.  After certain deductibles, policies cover 
up to $100,000,000 for all losses in the year.

Item 7.  Exemption from Registration Claimed
- --------------------------------------------

     Not Applicable.

Item 8.  Exhibits
- -----------------

     4.      Instruments defining the rights of security holders.

     (i)     Articles of Incorporation of Armco, as amended as of May 12,
             1993, incorporated by reference to Exhibit 4.2 to Armco's
             Quarterly Report on Form 10-Q for the quarter ended March 31,
             1993.

     (ii)     Regulations of Armco, incorporated by reference to Exhibit 3.2
              to Armco's Quarterly Report on Form 10-Q for the quarter ended
              March 31, 1994.

     (iii)    Shareholder Rights Agreement, dated as of June 27, 1986,
              between Armco and Harris Trust and Savings Bank, as Rights
              Agent, as Amended as of June 24, 1988, incorporated by
              reference to Exhibit 1 to Armco's Form 8-A, dated July 7,
              1986, and Exhibit 1.1 to Armco's Form 8, dated July 11, 1988.

     (iv)     1993 Long-Term Incentive Plan of Armco, incorporated by
              reference to Exhibit 10 to Armco's Quarterly Report on Form
              10-Q for the quarter ended March 31, 1993. 

     5.     Opinion re:  legality.

            (i)     Opinion of Gary R. Hildreth, Esq., including the consent
                    of such counsel.

     23.     Consents of experts and counsel.

             (i)     Consent of Deloitte & Touche.

             (ii)    The consent of Gary R. Hildreth, Esq. is contained in
                     the opinion filed as Exhibit 5(i) to this Registration
                     Statement.

     24.     Powers of Attorney.


Item 9.     Undertakings
- ------------------------

     Armco hereby undertakes:

     (1)     To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement:

          (i)     to include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933;
                                      -4-

<PAGE>

          (ii)     to reflect in the prospectus any facts or events arising
                   after the effective date of this Registration Statement
                   (or the most recent post-effective amendment hereof)
                   which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in this
                   Registration Statement;

         (iii)     to include any material information with respect to the
                   plan of distribution not previously disclosed in the
                   Registration Statement or any material change to such
                   information in this Registration Statement; 

provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the 
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by Armco pursuant to 
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference in this Registration Statement.

     (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed 
to be a new registration statement relating to the securities offered 
therein, and the offering of such securities at the time shall be deemed to 
be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment 
any of the securities being registered which remain unsold at the 
termination of the offering.

     Armco hereby undertakes that, for purposes of determining any liability 
under the Securities Act of 1933, each filing of Armco's Annual Report 
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (and, 
where applicable, each filing of an employee benefit plan's annual report 
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is 
incorporated by reference in this Registration Statement shall be deemed to 
be a new registration statement relating to the securities offered herein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons 
of Armco, Armco has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as 
expressed in the Act and is, therefore, unenforceable.  In the event that a 
claim for indemnification against such liabilities (other than the payment 
by Armco of expenses incurred or paid by a director, officer or controlling 
person of Armco in the successful defense of any action, suit or proceeding) 
is asserted by such director, officer or controlling person in connection 
with the securities being registered, Armco will, unless in the opinion of 
its counsel the matter has been settled by controlling precedent, submit to 
a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue.
                                      -5-

<PAGE>
                                   SIGNATURES

	Pursuant to the requirements of the Securities 
Act of 1933, the 
registrant, Armco Inc., certifies that it has reasonable grounds to believe 
that it meets all of the requirements for filing on Form S-8 and has duly 
caused this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Pittsburgh, State of 
Pennsylvania, on June 28, 1994.

	ARMCO INC. 



	By: /s/ James F. Will
                                             -------------------------------
                                                 James F. Will
                                                 President and Chief
                                                 Executive Officer 

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on June 28, 1994.

          Signature                                       Title

                 *                            President, Chief Executive
   ----------------------------------         Officer and Director
          (James F. Will) (1)


	           *                             Vice President and Chief
   ----------------------------------          Financial Officer
          (David G. Harmer) (1)


                 *                             Controller
   ----------------------------------
          (Peter G. Leemputte) (1)


                                   DIRECTORS:

                 *                                         *                   
- ----------------------------------         -------------------------------
John J. Burns, Jr. (1)                     John H. Ladish (1)


                 *                                         *                   
- ----------------------------------         -------------------------------
David A. Duke (1)                          Bruce E. Robbins (1)


                 *                                         *                   
- ----------------------------------         -------------------------------
John C. Haley (1)                          John D. Turner (1)


                 *                                         *                   
- ----------------------------------         -------------------------------
Paul H. Henson (1)                         Burnell R. Roberts (1)
                                      -6-

<PAGE>

(1)   By his signature set forth below, Gary R. Hildreth has signed this
      Registration Statement as attorney for the persons noted above, in the
      capacities above stated, pursuant to powers of attorney filed with the
      Securities and Exchange Commission as exhibits to this Registration
      Statement.



                                   By:  /s/ Gary R. Hildreth
                                      --------------------------------------
                                      (Gary R. Hildreth, Attorney-in-Fact)

                                      -7-

<PAGE>
                                 EXHIBIT INDEX


Exhibit Number
- ---------------

     4.     Instruments defining the rights of security holders.

     (i)     Articles of Incorporation of Armco, as amended as of May 12,
             1993, incorporated by reference to Exhibit 4.2 to Armco's
             Quarterly Report on Form 10-Q for the quarter ended March 31,
             1993.

    (ii)     Regulations of Armco, incorporated by reference to Exhibit 3.2
             to Armco's Quarterly Report on Form 10-Q for the quarter ended
             March 31, 1994.

   (iii)    Shareholder Rights Agreement, dated as of June 27, 1986, between
            Armco and Harris Trust and Savings Bank, as Rights Agent, as
            Amended as of June 24, 1988, incorporated by reference to
            Exhibit 1 to Armco's Form 8-A, dated July 7, 1986, and Exhibit
            1.1 to Armco's Form 8, dated July 11, 1988.

   (iv)     1993 Long-Term Incentive Plan of Armco, incorporated by
            reference to Exhibit 10 to Armco's Quarterly Report on Form 10-Q
            for the quarter ended March 31, 1993. 

    5.     Opinion re:  legality.

           (i)     Opinion of Gary R. Hildreth, Esq., including the consent
                   of such counsel.

    23.     Consents of experts and counsel.

           (i)      Consent of Deloitte & Touche.

           (ii)     The consent of Gary R. Hildreth, Esq. is contained in
                    the opinion filed as Exhibit 5(i) to this Registration
                   Statement.

    24.     Powers of Attorney.
                                      -8-
[{"type": "S-8", "sequence": "1", "description": "1993 LONG-TERM INCENT. PLAN", "secsgml_size_bytes": 19375}]
{"company-data": {"conformed-name": "ARMCO INC", "cik": "0000007383", "assigned-sic": "3312", "irs-number": "310200500", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54355", "film-number": "94536709"}, "business-address": {"street1": "300 INTERPACE PKWY", "city": "PARISPPANY", "state": "NJ", "zip": "07054", "phone": "2013165200"}, "mail-address": {"street1": "300 INTERPACE PARKWAY", "city": "PARSIPPANY", "state": "NJ", "zip": "07054-0324"}, "former-company": {"former-conformed-name": "ARMCO STEEL CORP", "date-changed": "19790506"}}
Registration No. 33-
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         -------------------------------
                                 Form S-8

                             REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933

                         -------------------------------
                                   ARMCO INC.

            (Exact name of registrant as specified in its charter)

                  Ohio                                   31-0200500
     (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                    Identification No.)

                                  One Oxford Centre
                                   301 Grant Street
                            Pittsburgh, Pennsylvania 15219-1415

              (Address of principal executive offices, including Zip Code)

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

                                      ARMCO INC.
                            1993 LONG-TERM INCENTIVE PLAN
                                (Full title of the Plan)
                          --------------------------------

                                 GARY R. HILDRETH, ESQ.
                   Vice President, General Counsel and Secretary
                                      Armco Inc.
                                  One Oxford Centre
                                  301 Grant Street
                          Pittsburgh, Pennsylvania 15219-1415
                       (Name and address of agent for service)

             Telephone number, including area code, of agent for service:

                                     (412) 255-9800

                             CALCULATION OF REGISTRATION FEE

- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
                                Proposed          Proposed
Title of                        maximum           maximum
securities to    Amount to      offering          aggregate       Amount of
be registered    be registered  price per unit(1) offering price  registration fee
- ---------------------------------------------------------------------------------------------------
Common Stock, 
par value
$.01 per share . 4,000,000 shares   $5.8750       $23,500,000      $8,107.50

Preferred 
Stock Purchase
Right . . . . . .4,000,000 rights    (2)               (2)           $100.00
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933, as
     amended, based upon the average of the high and low prices of Armco
     Inc. Common Stock on the New York Stock Exchange as shown on the
     Composite Tape on June 24, 1994.

(2)  Each share of Armco Inc. Common Stock offered pursuant to this
     Registration Statement will be accompanied by one Preferred Stock
     Purchase Right of Armco Inc.  The Preferred Stock Purchase Rights are
     also being registered by this Registration Statement and are currently
     attached to and transferable only with the shares of Armco Inc. Common
     Stock registered hereby.  The $100 registration fee paid with respect
     to the Preferred Stock Purchase Rights represents the minimum statutory
     fee pursuant to Section 6(b) of the Securities Act of 1933, as amended.

- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
-2-
PART II

Item 3.  Incorporation of Documents by Reference
- ----------------------------------------------------

     The following documents, descriptions, amendments and reports filed by 
Armco Inc. ("Armco") are incorporated by reference into this Registration 
Statement:

     (a)  Armco's Annual Report on Form 10-K for the year ended December 31, 
1993;

     (b)  Armco's Quarterly Report on Form 10-Q for the quarter ended March 
31, 1994;

     (c)  All other reports filed by Armco pursuant to Section 13(a) or 
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), since December 31, 1993;

     (d)  The description of Armco Capital Stock that appears as Exhibit 99 
to Armco's Annual Report on Form 10-K for the year ended December 31, 1993 
and any description of Armco Capital Stock that appears in any prospectus 
forming a part of any subsequent registration statement of Armco filed under 
the Securities Act of 1933, as amended (the "Securities Act"), or in any 
subsequent registration statement or report filed by Armco pursuant  to 
Section 12 of the Exchange Act; and 

     (e)  The description of Armco's Preferred Stock Purchase Rights that 
appears in Armco's Registration Statement on Form 8-A, dated July 7, 1986, 
filed under Section 12 of the Exchange Act, as amended by Amendment No. 1 
thereto on Form 8, dated July 11, 1988, and any description of Armco's 
Preferred Stock Purchase Rights that appears in any prospectus forming a 
part of any subsequent registration statement of Armco filed under the 
Securities Act or in any subsequent registration statement or report filed 
by Armco pursuant to Section 12 of the Exchange Act.

     All documents subsequently filed by Armco pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been 
sold or which deregisters all securities then remaining unsold, shall be 
deemed to be incorporated by reference in this Registration Statement and to 
be a part hereof from the date of filing of such documents.

Item 4.     Description of Securities
- --------------------------------------

     Not Applicable.

Item 5.     Interests of Named Experts and Counsel
- --------------------------------------------------

     Not Applicable.

Item 6.  Indemnification of Directors and Officers
- ---------------------------------------------------

     Section 1701.13(E) of the Ohio Revised Code, under which law Armco is 
incorporated, grants corporations the power to indemnify a director, 
officer, employee or agent against expenses, including attorney's fees, 
judgments, fines and amounts paid in settlement actually and reasonably 
incurred by him in connection with any proceeding, other than a derivative 
action, to which he is a party by reason of the fact that he is or was a 
director, officer, employee or agent of the corporation or was serving in a 
similar capacity with another entity at the request of the corporation if he 
acted in good faith and in a manner he reasonably believed to be in or not 
opposed to the best interests of the corporation and, with respect to any 
criminal action or proceeding, he had no reason to believe his conduct was 
unlawful.  In the case of a derivative action, indemnification is limited to 
expenses and no indemnification shall be made in respect of (i) any claim, 
issue or matter as to which such person is adjudged to be liable for 
negligence or misconduct in the performance of his duty to the corporation 
unless, and only to the extent that, a court determines, despite the 
adjudication of liability, but in view of all the circumstances of the case, 
that such person is fairly and reasonably entitled to indemnity for expenses 
or (ii) any action or suit in which the only liability asserted against a 
director is pursuant to Section 1701.95 of the Revised Code dealing with 
unlawful loans, dividends and distribution of assets.  Indemnification for 
expenses is mandatory
                                      -3-
under the statutory provisions if the person has been successful on the 
merits or otherwise in any such proceeding.  The indemnification authorized 
by statute is not exclusive.

     Article IV of Armco's Regulations provides that Armco shall indemnify 
directors, officers, employees or agents to the full extent permitted by 
applicable law and may, subject to certain exceptions, do so in cases where 
applicable law does not provide for indemnification if authorized by the 
directors upon the determination that such indemnification is in the best 
interest of Armco.

     Armco maintains insurance policies insuring Armco and its directors and 
officers against claims resulting from defined acts or omissions to act, 
subject to various exclusions, including pollution and antitrust claims and 
claims resulting from dishonesty.  After certain deductibles, policies cover 
up to $100,000,000 for all losses in the year.

Item 7.  Exemption from Registration Claimed
- --------------------------------------------

     Not Applicable.

Item 8.  Exhibits
- -----------------

     4.      Instruments defining the rights of security holders.

     (i)     Articles of Incorporation of Armco, as amended as of May 12,
             1993, incorporated by reference to Exhibit 4.2 to Armco's
             Quarterly Report on Form 10-Q for the quarter ended March 31,
             1993.

     (ii)     Regulations of Armco, incorporated by reference to Exhibit 3.2
              to Armco's Quarterly Report on Form 10-Q for the quarter ended
              March 31, 1994.

     (iii)    Shareholder Rights Agreement, dated as of June 27, 1986,
              between Armco and Harris Trust and Savings Bank, as Rights
              Agent, as Amended as of June 24, 1988, incorporated by
              reference to Exhibit 1 to Armco's Form 8-A, dated July 7,
              1986, and Exhibit 1.1 to Armco's Form 8, dated July 11, 1988.

     (iv)     1993 Long-Term Incentive Plan of Armco, incorporated by
              reference to Exhibit 10 to Armco's Quarterly Report on Form
              10-Q for the quarter ended March 31, 1993. 

     5.     Opinion re:  legality.

            (i)     Opinion of Gary R. Hildreth, Esq., including the consent
                    of such counsel.

     23.     Consents of experts and counsel.

             (i)     Consent of Deloitte & Touche.

             (ii)    The consent of Gary R. Hildreth, Esq. is contained in
                     the opinion filed as Exhibit 5(i) to this Registration
                     Statement.

     24.     Powers of Attorney.

Item 9.     Undertakings
- ------------------------

     Armco hereby undertakes:

     (1)     To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement:

          (i)     to include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933;
                                      -4-
(ii)     to reflect in the prospectus any facts or events arising
                   after the effective date of this Registration Statement
                   (or the most recent post-effective amendment hereof)
                   which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in this
                   Registration Statement;

         (iii)     to include any material information with respect to the
                   plan of distribution not previously disclosed in the
                   Registration Statement or any material change to such
                   information in this Registration Statement; 

provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the 
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by Armco pursuant to 
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference in this Registration Statement.

     (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed 
to be a new registration statement relating to the securities offered 
therein, and the offering of such securities at the time shall be deemed to 
be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment 
any of the securities being registered which remain unsold at the 
termination of the offering.

     Armco hereby undertakes that, for purposes of determining any liability 
under the Securities Act of 1933, each filing of Armco's Annual Report 
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (and, 
where applicable, each filing of an employee benefit plan's annual report 
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is 
incorporated by reference in this Registration Statement shall be deemed to 
be a new registration statement relating to the securities offered herein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons 
of Armco, Armco has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as 
expressed in the Act and is, therefore, unenforceable.  In the event that a 
claim for indemnification against such liabilities (other than the payment 
by Armco of expenses incurred or paid by a director, officer or controlling 
person of Armco in the successful defense of any action, suit or proceeding) 
is asserted by such director, officer or controlling person in connection 
with the securities being registered, Armco will, unless in the opinion of 
its counsel the matter has been settled by controlling precedent, submit to 
a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue.
                                      -5-
SIGNATURES

	Pursuant to the requirements of the Securities 
Act of 1933, the 
registrant, Armco Inc., certifies that it has reasonable grounds to believe 
that it meets all of the requirements for filing on Form S-8 and has duly 
caused this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Pittsburgh, State of 
Pennsylvania, on June 28, 1994.

	ARMCO INC. 

	By: /s/ James F. Will
                                             -------------------------------
                                                 James F. Will
                                                 President and Chief
                                                 Executive Officer 

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on June 28, 1994.

          Signature                                       Title

                 *                            President, Chief Executive
   ----------------------------------         Officer and Director
          (James F. Will) (1)

	           *                             Vice President and Chief
   ----------------------------------          Financial Officer
          (David G. Harmer) (1)

                 *                             Controller
   ----------------------------------
          (Peter G. Leemputte) (1)

                                   DIRECTORS:

                 *                                         *                   
- ----------------------------------         -------------------------------
John J. Burns, Jr. (1)                     John H. Ladish (1)

                 *                                         *                   
- ----------------------------------         -------------------------------
David A. Duke (1)                          Bruce E. Robbins (1)

                 *                                         *                   
- ----------------------------------         -------------------------------
John C. Haley (1)                          John D. Turner (1)

                 *                                         *                   
- ----------------------------------         -------------------------------
Paul H. Henson (1)                         Burnell R. Roberts (1)
                                      -6-
(1)   By his signature set forth below, Gary R. Hildreth has signed this
      Registration Statement as attorney for the persons noted above, in the
      capacities above stated, pursuant to powers of attorney filed with the
      Securities and Exchange Commission as exhibits to this Registration
      Statement.

                                   By:  /s/ Gary R. Hildreth
                                      --------------------------------------
                                      (Gary R. Hildreth, Attorney-in-Fact)

                                      -7-
EXHIBIT INDEX

Exhibit Number
- ---------------

     4.     Instruments defining the rights of security holders.

     (i)     Articles of Incorporation of Armco, as amended as of May 12,
             1993, incorporated by reference to Exhibit 4.2 to Armco's
             Quarterly Report on Form 10-Q for the quarter ended March 31,
             1993.

    (ii)     Regulations of Armco, incorporated by reference to Exhibit 3.2
             to Armco's Quarterly Report on Form 10-Q for the quarter ended
             March 31, 1994.

   (iii)    Shareholder Rights Agreement, dated as of June 27, 1986, between
            Armco and Harris Trust and Savings Bank, as Rights Agent, as
            Amended as of June 24, 1988, incorporated by reference to
            Exhibit 1 to Armco's Form 8-A, dated July 7, 1986, and Exhibit
            1.1 to Armco's Form 8, dated July 11, 1988.

   (iv)     1993 Long-Term Incentive Plan of Armco, incorporated by
            reference to Exhibit 10 to Armco's Quarterly Report on Form 10-Q
            for the quarter ended March 31, 1993. 

    5.     Opinion re:  legality.

           (i)     Opinion of Gary R. Hildreth, Esq., including the consent
                   of such counsel.

    23.     Consents of experts and counsel.

           (i)      Consent of Deloitte & Touche.

           (ii)     The consent of Gary R. Hildreth, Esq. is contained in
                    the opinion filed as Exhibit 5(i) to this Registration
                   Statement.

    24.     Powers of Attorney.
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