<PAGE>
    As filed with the Securities and Exchange Commission on May 24, 1996
                                                        Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                               
                            -------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                        AND POST-EFFECTIVE AMENDMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                                            
                               -------------

                        AK STEEL HOLDING CORPORATION
           (Exact Name of Registrant as Specified in its Charter)

           Delaware                                   31-1401455
 (State or Other Jurisdiction              (I.R.S. Employer Identification
     of Incorporation or                                 No.)
        Organization)
                             703 Curtis Street
                           Middletown, Ohio 45043
            (Address, Including Zip Code, and Telephone Number,
     including Area Code, of Registrant's Principal Executive Offices)

                        AK STEEL HOLDING CORPORATION
                         1994 STOCK INCENTIVE PLAN
                            (Full Title of Plan)

                             Randall F. Preheim
               Vice President, General Counsel and Secretary
                        AK Steel Holding Corporation
                             703 Curtis Street
                           Middletown, Ohio 45043
                                513-425-5000
                   (Name and Address, Including Zip Code,
      and Telephone Number, Including Area Code, of Agent For Service)

                                 Copies to:
                         Stephen H. Cooper, Esq.
                        Weil, Gotshal & Manges LLP
                             767 Fifth Avenue
                         New York, New York 10153
                              (212) 310-8000

<TABLE>
<CAPTION>
                                               CALCULATION OF REGISTRATION FEE

                                                              Proposed Maximum        Proposed Maximum
Title of Each Class of Securities   Amount to be Registered   Offering Price Per      Aggregate Offering           Amount
        to be Registered                                            Share                  Price            of Registration Fee
<S>                                  <C>                       <C>                   <C>                      <C>
 Common Stock, $.01 par value          1,600,000 shares (1)        $42.38 (2)           $67,808,000 (2)             $23,383
<FN>
(1)     Represents the increase in the total number of shares reserved for issuance under the Registrant's 1994 Stock
        Incentive Plan, as amended effective May 15, 1996.  An aggregate of 2,300,000 shares was previously registered under
        cover of Registration Statement No. 33-84578.  This Registration Statement also covers such indeterminate number of
        additional shares as may be issued pursuant to the antidilution provisions of the 1994 Stock Incentive Plan.

(2)     Estimated solely for purposes of determining the registration fee pursuant to Rule 457 under the Securities Act of
        1933 based upon the average of the high and low prices of the Registrant's Common Stock as reported on the New York
        Stock Exchange Composite tape on May 23, 1996.
</TABLE>
                           ------------------

Pursuant to Rule 429 under the Securities Act of 1933, the Reoffer Prospectus 
included in this Registration Statement is a combined prospectus and relates to
the 1,600,000 shares covered hereby and the 2,300,000 shares previously 
registered under cover of Registration Statement No. 33-84578.  This 
Registration Statement also constitutes Post-Effective Amendment No. 3 to
Registration Statement No. 33-84578.<PAGE>
<PAGE>
     



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


               The documents containing the information specified in this
     Part I will be sent or given to employees as specified by Rule
     428(b)(1) under the Securities Act of 1933, as amended (the
     "Securities Act").  Those documents are not required to be and are not
     filed with the Securities and Exchange Commission (the "Commission"),
     either as part of this Registration Statement or as prospectuses or
     prospectus supplements pursuant to Rule 424.  Those documents and the
     documents incorporated by reference in this Registration Statement
     pursuant to Item 3 of Part II of Form S-8, taken together, constitute
     a prospectus that meets the requirements of Section 10(a) of the
     Securities Act.

               The following reoffer prospectus filed as part of this
     Registration Statement has been prepared in accordance with the
     requirements of Part I of Form S-3 and, pursuant to General
     Instruction C of Form S-8,  may be used for reofferings and resales of
     shares of Common Stock acquired by the persons named therein upon the
     exercise of options or the vesting of restricted stock awards granted
     under the AK Steel Holding Corporation 1994 Stock Incentive Plan, as
     amended.



<PAGE>

<PAGE>
     

     REOFFER PROSPECTUS

                          AK STEEL HOLDING CORPORATION

                   3,142,910 Shares of Common Stock under the
                          AK Steel Holding Corporation
                            1994 Stock Incentive Plan

               Certain directors and executive officers of AK Steel Holding
     Corporation, a Delaware corporation (the "Company"), who may be deemed
     "affiliates" of the Company as defined in Rule 405 under the
     Securities Act of 1933, as amended, may offer and sell from time to
     time shares of the Company's Common Stock, par value $.01 per share,
     that may be acquired by such persons pursuant to the AK Steel Holding
     Corporation 1994 Stock Incentive Plan (the "1994 Plan").  Such offers
     and sales will be made pursuant to this Reoffer Prospectus, copies of
     which have been filed with the New York Stock Exchange (the "NYSE"). 
     Persons offering and selling shares of Common Stock pursuant to this
     Reoffer Prospectus are referred to herein as the "Selling
     Stockholders."

               Shares of Common Stock may be sold from time to time by a
     Selling Stockholder directly to purchasers.  Alternatively, a Selling
     Stockholder may sell shares of Common Stock in one or more
     transactions (including block transactions) on the NYSE, in
     transactions occurring in the public market off the NYSE, in
     separately negotiated transactions or in a combination of such
     transactions.  Each sale may be made either at market prices
     prevailing at the time of such sale or at negotiated prices.  Shares
     may be sold by Selling Stockholders through brokers acting on behalf
     of such Selling Stockholders or to dealers for resale by such dealers,
     and in connection with such sales, such brokers or dealers may receive
     compensation in the form of discounts or commissions from such Selling
     Stockholders and/or the purchasers of such shares for whom they may
     act as broker or agent (which discounts or commissions are not
     anticipated to exceed those customary in the types of transactions
     involved).  In addition, any shares covered by this Prospectus that
     qualify for sale pursuant to Rule 144 under the Securities Act may be
     sold under Rule 144 rather than pursuant to this Prospectus.  

               All expenses of registration incurred in connection with
     this offering are being borne by the Company, but all brokerage
     commissions and other selling expenses incurred by a Selling
     Stockholder will be borne by such Selling Stockholder.  The Company
     will not be entitled to any of the proceeds from any sales of Common
     Stock by the Selling Stockholders, although the Company will receive
     payment upon exercise of any options under which shares of Common
     Stock are acquired for cash by a Selling Stockholder. 

               The Common Stock is listed for trading on the NYSE under the
     symbol "AKS".  On May 23, 1996, the closing price of the Common Stock
     as reported on the NYSE Composite Tape was $42-3/4 per share.
                                                            
                    ----------------------------------------

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
     NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
      COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR
         ANY SUPPLEMENT HERETO.  ANY REPRESENTATION TO THE CONTRARY IS A
                                CRIMINAL OFFENSE.
                                                            
                    -----------------------------------------

               The date of this Reoffer Prospectus is May 24, 1996

<PAGE>

<PAGE>
     

                              AVAILABLE INFORMATION

               The Company is subject to the informational requirements of
     the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     and in accordance therewith files reports and other information with
     the Securities and Exchange Commission (the "Commission").  Reports,
     proxy statements and other information filed by the Company with the
     Commission can be inspected and copied at the public reference
     facilities maintained by the Commission at Room 1024, 450 Fifth
     Street, N.W., Washington, D.C. 20549 or at its Regional Offices
     located at the Citicorp Center, 500 West Madison Street, Suite 1400,
     Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New
     York, New York 10048.  Copies of such material can be obtained from
     the Public Reference Section of the Commission at 450 Fifth Street,
     N.W., Washington, D.C. 20549, at prescribed rates. 

               This Prospectus constitutes a part of a Registration
     Statement on Form S-8 filed by the Company with the Commission under
     the Securities Act (together with all amendments and exhibits thereto,
     the "Registration Statement").  This Prospectus omits certain of the
     information contained in the Registration Statement in accordance with
     the rules and regulations of the Commission.  Reference is hereby made
     to the Registration Statement and related exhibits for further
     information with respect to the Company and the shares of Common
     Stock.  Statements contained herein concerning the provisions of any
     document are not necessarily complete and, in each instance, reference
     is made to the copy of such document filed as an exhibit to the
     Registration Statement or otherwise filed with the Commission.  Each
     such statement is qualified in its entirety by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents filed by the Company with the Commission
     pursuant to the Exchange Act are incorporated by reference in this
     Prospectus:

          (a)  the Company's Annual Report on Form 10-K for the year ended
               December 31, 1995 (File No. 1-13696); 

          (b)  the Company's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1996 (File No. 1-13696);

          (c)  the Company's Current Reports on Form 8-K dated February 5,
               1996, April 15, 1996 and May 15, 1996 (File No. 1-13696);
               and

          (d)  the Company's Registration Statement on Form 8-A with
               respect to registration of the Common Stock under Section
               12(b) of the Exchange Act (File No. 1-13696).

               All documents filed by the Company pursuant to Sections
     13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
     of this Prospectus and prior to the filing of a post-effective
     amendment indicating that all securities offered hereby have been sold
     or deregistering all securities then remaining unsold, shall be deemed
     to be incorporated by reference into this Prospectus and to be a part
     hereof from the date of filing of such documents.

               Any statement contained herein or in a document incorporated
     or deemed to be incorporated by reference herein shall be deemed to be
     modified or superseded for purposes of this Prospectus to the extent
     that a statement contained herein or in any subsequently filed
     document which also is or is deemed to be incorporated by reference
     herein modifies or supersedes such statement.  Any such statement so
     modified or superseded shall not 

                                       2
<PAGE>

<PAGE>
     

     be deemed, except as so modified or superseded, to constitute a part
     of this Prospectus.  All information appearing in this Prospectus is
     qualified in its entirety by the information and financial statements
     (including notes thereto) appearing in the documents incorporated
     herein by reference, except to the extent set forth in the immediately
     preceding statement.

               The Company will provide without charge to each person to
     whom a copy of this Prospectus is delivered, on the written or oral
     request of such person, a copy of any or all documents incorporated by
     reference into this Prospectus except the exhibits to such documents
     (unless such exhibits are specifically incorporated by reference in
     such documents).  Requests for such copies should be directed to AK
     Steel Holding Corporation, 703 Curtis Street, Middletown, Ohio, 45043
     (telephone number (513) 425-5000), attention: Corporate Secretary. 



                                       3
<PAGE>

<PAGE>
     

                                   THE COMPANY

               The Company is the sixth largest integrated steel producer
     in the United States in terms of production and shipments, based on
     publicly available data compiled by the Company.  It manufactures
     primarily low carbon flat-rolled steel, the largest segment of the
     domestic steel market.  The Company concentrates on the production of
     custom-engineered grades, and value-added applications, of hot-rolled
     steel and coated and uncoated cold-rolled steel for sale to the
     automotive, appliance and manufacturing markets, as well as to the
     construction industry and independent steel distributors and service
     centers.

               The Company is a Delaware corporation.  Its principal
     executive office is located at 703 Curtis Street, Middletown, Ohio
     45043, and its telephone number at that address is (513) 425-5000.



                                       4
<PAGE>
<PAGE>
                              SELLING STOCKHOLDERS

               The following table sets forth (a) the name and position or
     positions with the Company and/or its subsidiaries of each Selling
     Stockholder; (b) the number of shares of Common Stock beneficially
     owned (as such term is defined in Rule 13d-3 under the Exchange Act)
     by each Selling Stockholder as of May 17, 1996; (c) the number of
     shares of Common Stock that each Selling Stockholder may offer for
     sale from time to time pursuant to this Prospectus, whether or not
     such Selling Stockholder has a present intention to do so; and (d) the
     number of shares of Common Stock to be beneficially owned by each
     Selling Stockholder following the sale of all shares that may be so
     offered, assuming no other change in the beneficial ownership of the
     Company's Common Stock by such Selling Stockholder after May 17, 1996. 
     After the completion of such sales, no Selling Stockholder will own
     more than one percent of the Company's outstanding Common Stock.  This
     Reoffer Prospectus may be amended or supplemented from time to time to
     add or delete one or more persons to or from the list of Selling
     Stockholders.

<TABLE>
<CAPTION>
        Name and Principal                         Shares
        Position With                              Beneficially         Shares Offered           Shares Beneficially
        The Company                                Owned                for Sale(1)              Owned after Sale   
        ------------------                         ------------         ----------------         -------------------
        <S>                                        <C>                      <C>                      <C>
        Thomas C. Graham                            389,796(2)               250,000                  139,796
        Chairman of the Board

        Richard M. Wardrop, Jr.                     137,500                   70,000                   67,500
        President and Chief Executive
          Officer

        Mark G. Essig                                41,000                   10,000                   31,000
        Executive Vice President -
          Commercial

        Edward L. Hare                               14,084                    5,334                    8,750
        Vice President - Financial
          Planning and Analysis

        Donald B. Korade                              3,500                      -0-                    3,500
        Controller

        Gary L. Melampy                              18,585                    5,335                   13,250
        Vice President - Employee
           Relations

        Ronald S. Mulhauser                          19,334                    5,334                   14,000
        Vice President - Purchasing
          and Transportation

        Richard E. Newsted                           41,001                   20,001                   21,000
        Senior Vice President and
          Chief Financial Officer

        Randall F. Preheim                           29,417                    6,667                   22,750
        Vice President, General
          Counsel and Secretary

        James W. Stanley                              4,000                      -0-                    4,000
        Vice President - Safety and Health

        James L. Wainscott                           13,000                    4,000                    9,000
        Vice President and Treasurer

        James F. Walsh                               23,334                    9,334                   14,000
        Vice President - Manufacturing

        Lawrence V. Walsh                             5,000                      -0-                    5,000
        Vice President - Research and
          Design Engineering
        _____________________________
        (Table continues on following page)

                                       5<PAGE>
<PAGE>
<CAPTION>
        Name and Principal                         Shares
        Position With                              Beneficially        Shares Offered           Shares Beneficially
        The Company                                Owned               for Sale(1)              Owned after Sale   
        ------------------                         ------------        ----------------         -------------------
        <S>                                        <C>                      <C>                      <C>
        Allen Born                                    5,595                    5,000                     595
        Director

        John A. Georges                               6,126                    5,000                   1,126
        Director

        Lawrence A. Leser                             5,248                    5,000                     248
        Director

        Robert E. Northam                             5,562                    5,000                     562
        Director

        Cyrus Tang                                   16,126                    5,000                  11,126
        Director
<FN>                      
        --------------
        (1)      Consists of shares underlying options that are currently exercisable or will become exercisable
                 within 60 days and shares that are the subject of restricted stock awards that will become vested
                 within 60 days.

        (2)      Does not include 150,673 restricted stock units that the Company may elect to satisfy through
                 delivery of cash or shares of Common Stock.

</TABLE>
                              PLAN OF DISTRIBUTION

               The shares of Common Stock may be sold from time to time to
     purchasers directly by any of the Selling Stockholders. 
     Alternatively, the Selling Stockholders may sell the shares of Common
     Stock in one or more transactions (including block transactions) on
     the NYSE, in sales occurring in the public market off the NYSE, in
     separately negotiated transactions or in a combination of such
     transactions.  Each sale may be made either at market prices
     prevailing at the time of such sale or at negotiated prices.  Shares
     may be sold by Selling Stockholders through brokers acting on behalf
     of such Selling Stockholders or to dealers for resale by such dealers;
     and in connection with such sales, such brokers or dealers may receive
     compensation in the form of discounts or commissions from such Selling
     Stockholders and/or the purchasers of such shares for whom they may
     act as broker or agent (which discounts or commissions are not
     anticipated to exceed those customary in the types of transactions
     involved).  In addition, any shares covered by this Prospectus which
     qualify for sale pursuant to Rule 144 under the Securities Act may be
     sold under Rule 144 rather than pursuant to this Prospectus.  

               The Selling Stockholders and any dealer participating in the
     distribution of any shares of Common Stock or any broker executing
     selling orders on behalf of the Selling Stockholders may be deemed to
     be "underwriters" within the meaning of the Securities Act, in which
     event any profit on the sale of any or all of the shares of Common
     Stock by them and any discounts or commissions received by any such
     brokers or dealers may be deemed to be underwriting discounts and
     commissions under the Securities Act.

               In order to comply with the securities laws of certain
     states, if applicable, the shares will be sold only through registered
     or licensed brokers or dealers.  In addition, in certain states, the
     shares may not be sold unless they have been registered or qualified
     for sale in such state or an exemption from such registration or
     qualification requirement is available and is complied with.

               All expenses incurred in connection with registration of the
     shares under the Securities Act are being borne by the Company, but
     all brokerage commissions and other selling expenses incurred by a
     Selling Stockholder will be borne by such Selling Stockholder.  The
     Company will not receive any proceeds from any sales of Common Stock
     offered by Selling Stockholders pursuant to this Prospectus, although
     the Company will receive payment upon the exercise of any options
     under which shares of Common Stock are acquired by the Selling
     Stockholders for cash.

                                       6<PAGE>

<PAGE>
     

                                     EXPERTS

          The financial statements incorporated in this Prospectus by
     reference from the Company's Annual Report on Form 10-K for the year
     ended December 31, 1995 have been audited by DELOITTE & TOUCHE LLP,
     independent auditors, as stated in their report, which is incorporated
     herein by reference, and have been so incorporated in reliance upon
     the report of such firm given upon their authority as experts in
     accounting and auditing.


                                       7
<PAGE>

<PAGE>
                                                                      
     ==============================     ==============================
          NO DEALER, SALESMAN OR
     OTHER PERSON HAS BEEN
     AUTHORIZED TO GIVE ANY
     INFORMATION OR TO MAKE ANY
     REPRESENTATION NOT CONTAINED
     IN THIS PROSPECTUS AND, IF                    AK Steel
     GIVEN OR MADE, SUCH                            Holding
     INFORMATION OR REPRESENTATION                Corporation
     MUST NOT BE RELIED UPON AS
     HAVING BEEN AUTHORIZED BY THE
     COMPANY.  THIS PROSPECTUS DOES
     NOT CONSTITUTE AN OFFER TO
     SELL OR A SOLICITATION OF AN
     OFFER TO BUY ANY OF THE                   3,142,910 Shares
     SECURITIES OFFERED HEREBY IN
     ANY JURISDICTION TO ANY PERSON                   of
     TO WHOM IT IS UNLAWFUL TO MAKE
     SUCH OFFER IN SUCH                          Common Stock
     JURISDICTION.  NEITHER THE                (par value $.01)
     DELIVERY OF THIS PROSPECTUS
     NOR ANY SALE MADE HEREUNDER
     SHALL, UNDER ANY CIRCUM-
     STANCES, CREATE ANY
     IMPLICATION THAT THE
     INFORMATION HEREIN IS CORRECT
     AS OF ANY TIME SUBSEQUENT TO                                
     THE DATE HEREOF OR THAT THERE           --------------------
     HAS BEEN NO CHANGE IN THE               P R O S P E C T U S
     AFFAIRS OF THE COMPANY SINCE            -------------------- 
     SUCH DATE.                  


          ____________________


            TABLE OF CONTENTS
                               Page
                               ----
     Available Information . .   2 
     Incorporation of Certain                    May 24, 1996
       Documents by Reference.   2 
     The Company . . . . . . .   3 
     Selling Stockholders. . .   4 
     Plan of Distribution. . .   5 
     Experts . . . . . . . . .   6 


                                                                     
     ==============================     ==============================

<PAGE>

<PAGE>
     

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

          The following documents filed by the Company with the Commission
     pursuant to the Exchange Act are incorporated by reference:

          (a)  the Company's Annual Report on Form 10-K for the year ended
               December 31, 1995 (File No. 1-13696); 

          (b)  the Company's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1996 (File No. 1-13696);

          (c)  the Company's Current Reports on Form 8-K dated February 5,
               1996, April 15, 1996 and May 15, 1996 (File No. 1-13696);
               and

          (d)  the Company's Registration Statement on Form 8-A with
               respect to registration of the Common Stock under Section
               12(b) of the Exchange Act (File No. 1-13696).

          All documents subsequently filed by the Company pursuant to
     Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
     filing of a post-effective amendment indicating that all securities
     offered hereby have been sold or deregistering all securities then
     remaining unsold, shall be deemed to be incorporated by reference.

     ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Generally, Section 145 of the General Corporation Law of the
     State of Delaware (the "DGCL") permits a corporation to indemnify
     certain persons made a party to an action, by reason of the fact that
     such person is or was a director, officer, employee or agent of the
     corporation or is or was serving at the request of the corporation as
     a director, officer, employee or agent of another corporation or
     enterprise.  In the case of an action by or in the right of the
     corporation, no indemnification may be made in respect of any matter
     as to which that person was adjudged liable for negligence or
     misconduct in the performance of that person's duty to the corporation
     unless the Delaware Court of Chancery or the court in which
     the action was brought determines that despite the adjudication of
     liability that person is fairly and reasonably entitled to indemnity
     for proper expenses.  To the extent that person has been successful in
     the defense of any matter, that person shall be indemnified against
     expenses actually and reasonably incurred by him.

          Section 102(b)(7) of the DGCL enables a Delaware corporation to
     include a provision in its certificate of incorporation limiting a
     director's liability to the corporation or its stockholders for
     monetary damages for breaches of fiduciary duty as a director.  The
     Registrant has adopted a provision in its Certificate of Incorporation
     that provides for indemnification of its officers and directors to the
     full extent permitted under Delaware law.


                                     II-1

<PAGE>

<PAGE>
     


     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable. 

     ITEM 8.   EXHIBITS.

     Exhibit No.    Description
     -----------    -----------
     4(a)           Certificate of Incorporation of the Company
                    (incorporated herein by reference to Exhibit 3.1 to the
                    Company's Registration Statement on Form S-1
                    (Registration Statement No. 33-74432)).

     4(b)           By-Laws of the Company, as amended (incorporated herein
                    by reference to Exhibit 3.2 to the Company's
                    Registration Statement on Form S-1 (Registration
                    Statement No. 33-74432)).

     4(c)           AK Steel Holding Corporation 1994 Stock Incentive Plan,
                    as amended effective May 15, 1996 (incorporated herein
                    by reference to Annex A to the Company's Proxy
                    Statement, dated April 8, 1996, for its 1996 Annual
                    Meeting of Stockholders).

     5              Opinion of Weil, Gotshal & Manges LLP.

     23.1           Consent of Deloitte & Touche LLP.

     23.2           Consent of Weil, Gotshal & Manges LLP (included in 
                    Exhibit 5).

     24             Powers of attorney of certain officers and directors of
                    the Company (included on the first signature page to
                    this Registration Statement).

     ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

               (a)  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; 

                   (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
               thereof) which, individually or in the aggregate, represent
               a fundamental change in the information set forth in this
               Registration Statement.  Notwithstanding the foregoing, any
               increase or decrease in the volume of securities offered (if
               the total dollar value of securities offered would not
               exceed that which was registered) and any deviation from the
               low or high and of the estimated maximum offering range may
               be reflected in the form of prospectus filed with the
               Securities and Exchange Commission pursuant to Rule 424(b)
               if, in the aggregate, the changes in volume and price
               represent no more than a 20 percent change in the maximum
               aggregate offering price set forth in the "Calculation of
               Registration Fee" table in the effective Registration
               Statement.

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



                                      II-2
<PAGE>

<PAGE>
     

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

               (b)  That, for the purpose of determining any liability
          under the Securities Act, 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 that time shall be deemed to be the initial bona
          fide offering thereof.

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

          The undersigned Registrant hereby undertakes that, for purposes
     of determining any liability under the Securities Act, each filing of
     the Registrant's annual report pursuant to Section 13(a) 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 the Registration Statement shall be deemed to be a new
     registration statement relating to the securities offered therein, 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 may be permitted to directors, officers and controlling
     persons of the Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against
     public policy as expressed in the Securities Act and is, therefore,
     unenforceable.  In the event that a claim for indemnification against
     such liabilities (other than the payment by the Registrant of expenses
     incurred or paid by a director or officer or controlling person of the
     Registrant 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, the
     Registrant 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 of whether such indemnification
     by it is against public policy as expressed in the Securities Act and
     will be governed by the final adjudication of such issue.


                                      II-3
<PAGE>

<PAGE>
     

                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933,
     as amended, the registrant 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
     Middletown, State of Ohio, on May 24, 1996.

                                         AK STEEL HOLDING CORPORATION


                                         By:   /s/ Richard M. Wardrop, Jr. 
                                            -------------------------------
                                               Richard M. Wardrop, Jr.,
                                               President and Chief
                                               Executive Officer


                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose
     signature appears below hereby constitutes and appoints Richard M.
     Wardrop, Jr. and Donald B. Korade, and each of them, such person's
     true and lawful attorney-in-fact and agent, with full power of
     substitution and revocation, in such person's place and stead in any
     and all capacities, to sign any and all amendments (including post-
     effective amendments) to this Registration Statement, and to file the
     same with all exhibits thereto, and any other documents in connection
     therewith, with the Securities and Exchange Commission, granting unto
     said attorneys-in-fact and agents, and each of them, full power and
     authority to do and perform each and every act and thing requisite and
     necessary to be done, as fully to all intents and purposes as such
     person might or could do in person, thereby ratifying and confirming
     all that said attorneys-in-fact and agents, or either of them, or
     their respective substitutes, may lawfully do or cause to be done by
     virtue hereof. 

               Pursuant to the requirements of the Securities Act of 1933, 
     as amended, this Post-Effective Amendment No. 3 to the Registration 
     Statement has been signed by the following persons in the capacities 
     and on the dates indicated.

            SIGNATURE                 TITLE                         DATE
            ---------                 -----                         ----

      /s/ Thomas C. Graham        Chairman of the Board          May 24, 1996
     ---------------------------  of Directors
          Thomas C. Graham     

     /s/ Richard M. Wardrop, Jr.  President and Chief            May 24, 1996
     ---------------------------  Executive Officer
         Richard M. Wardrop, Jr.  (principal executive 
                                  officer) and a Director

     /s/ Richard E. Newsted       Senior Vice President and      May 24, 1996
     ---------------------------  Chief Financial Officer
         Richard E. Newsted       (principal financial officer)

      /s/ Donald B. Korade        Controller                     May 24, 1996
     ---------------------------  (principal accounting officer)
          Donald B. Korade       

                                  Director
     ---------------------------
           Allen Born

                                      II-4
<PAGE>

<PAGE>
     


       /s/ John A. Georges        Director                       May 24, 1996
     --------------------------
           John A. Georges

                                  Director
     --------------------------
       Dr. Bonnie Guiton Hill

      /s/ Robert H. Jenkins       Director                       May 24, 1996
     --------------------------
          Robert H. Jenkins

                                  Director
     --------------------------
          Lawrence A. Leser
 
      /s/ Robert E. Northam       Director                       May 24, 1996
     --------------------------     
          Robert E. Northam

         /s/ Cyrus Tang           Director                       May 24, 1996
     --------------------------
             Cyrus Tang

                                  Director
     --------------------------
       James A. Thomson, Ph.D



                                      II-5

<PAGE>

<PAGE>
     

                                  EXHIBIT INDEX

     Exhibit No.    Description
     -----------    -----------
     4(a)           Certificate of Incorporation of the Company
                    (incorporated herein by reference to Exhibit 3.1 to the
                    Company's Registration Statement on Form S-1
                    (Registration Statement No. 33-74432)).

     4(b)           By-Laws of the Company, as amended (incorporated herein
                    by reference to Exhibit 3.2 to the Company's
                    Registration Statement on Form S-1 (Registration
                    Statement No. 33-74432)).

     4(c)           AK Steel Holding Corporation 1994 Stock Incentive Plan,
                    as amended effective May 15, 1996 (incorporated herein
                    by reference to Annex A to the Company's Proxy
                    Statement, dated April 8, 1996, for its 1996 Annual
                    Meeting of Stockholders).

     5              Opinion of Weil, Gotshal & Manges LLP.

     23.1           Consent of Deloitte & Touche LLP.

     23.2           Consent of Weil, Gotshal & Manges LLP (included in 
                    Exhibit 5).

     24             Powers of attorney of certain officers and directors of
                    the Company (included on the first signature page to
                    this Registration Statement).



                                     II-6

     NYFS07...:\55\38055\0008\27\FRM5206P.350
[{"type": "S-8", "sequence": "1", "description": "AK STEEL CORPORATION 1994 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 42122}]
{"company-data": {"conformed-name": "AK STEEL HOLDING CORP", "cik": "0000918160", "assigned-sic": "3312", "irs-number": "311401455", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04505", "film-number": "96572295"}, "business-address": {"street1": "703 CURTIS ST", "city": "MIDDLETOWN", "state": "OH", "zip": "45043", "phone": "5134255000"}, "mail-address": {"street1": "703 CURTIS ST", "city": "MIDDLETOWN", "state": "OH", "zip": "45043"}}
As filed with the Securities and Exchange Commission on May 24, 1996
                                                        Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                               
                            -------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                        AND POST-EFFECTIVE AMENDMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                                            
                               -------------

                        AK STEEL HOLDING CORPORATION
           (Exact Name of Registrant as Specified in its Charter)

           Delaware                                   31-1401455
 (State or Other Jurisdiction              (I.R.S. Employer Identification
     of Incorporation or                                 No.)
        Organization)
                             703 Curtis Street
                           Middletown, Ohio 45043
            (Address, Including Zip Code, and Telephone Number,
     including Area Code, of Registrant's Principal Executive Offices)

                        AK STEEL HOLDING CORPORATION
                         1994 STOCK INCENTIVE PLAN
                            (Full Title of Plan)

                             Randall F. Preheim
               Vice President, General Counsel and Secretary
                        AK Steel Holding Corporation
                             703 Curtis Street
                           Middletown, Ohio 45043
                                513-425-5000
                   (Name and Address, Including Zip Code,
      and Telephone Number, Including Area Code, of Agent For Service)

                                 Copies to:
                         Stephen H. Cooper, Esq.
                        Weil, Gotshal & Manges LLP
                             767 Fifth Avenue
                         New York, New York 10153
                              (212) 310-8000
CALCULATION OF REGISTRATION FEE

                                                              Proposed Maximum        Proposed Maximum
Title of Each Class of Securities   Amount to be Registered   Offering Price Per      Aggregate Offering           Amount
        to be Registered                                            Share                  Price            of Registration Fee
Common Stock, $.01 par value          1,600,000 shares (1)        $42.38 (2)           $67,808,000 (2)             $23,383
(1)     Represents the increase in the total number of shares reserved for issuance under the Registrant's 1994 Stock
        Incentive Plan, as amended effective May 15, 1996.  An aggregate of 2,300,000 shares was previously registered under
        cover of Registration Statement No. 33-84578.  This Registration Statement also covers such indeterminate number of
        additional shares as may be issued pursuant to the antidilution provisions of the 1994 Stock Incentive Plan.

(2)     Estimated solely for purposes of determining the registration fee pursuant to Rule 457 under the Securities Act of
        1933 based upon the average of the high and low prices of the Registrant's Common Stock as reported on the New York
        Stock Exchange Composite tape on May 23, 1996.
------------------

Pursuant to Rule 429 under the Securities Act of 1933, the Reoffer Prospectus 
included in this Registration Statement is a combined prospectus and relates to
the 1,600,000 shares covered hereby and the 2,300,000 shares previously 
registered under cover of Registration Statement No. 33-84578.  This 
Registration Statement also constitutes Post-Effective Amendment No. 3 to
Registration Statement No. 33-84578.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

               The documents containing the information specified in this
     Part I will be sent or given to employees as specified by Rule
     428(b)(1) under the Securities Act of 1933, as amended (the
     "Securities Act").  Those documents are not required to be and are not
     filed with the Securities and Exchange Commission (the "Commission"),
     either as part of this Registration Statement or as prospectuses or
     prospectus supplements pursuant to Rule 424.  Those documents and the
     documents incorporated by reference in this Registration Statement
     pursuant to Item 3 of Part II of Form S-8, taken together, constitute
     a prospectus that meets the requirements of Section 10(a) of the
     Securities Act.

               The following reoffer prospectus filed as part of this
     Registration Statement has been prepared in accordance with the
     requirements of Part I of Form S-3 and, pursuant to General
     Instruction C of Form S-8,  may be used for reofferings and resales of
     shares of Common Stock acquired by the persons named therein upon the
     exercise of options or the vesting of restricted stock awards granted
     under the AK Steel Holding Corporation 1994 Stock Incentive Plan, as
     amended.
REOFFER PROSPECTUS

                          AK STEEL HOLDING CORPORATION

                   3,142,910 Shares of Common Stock under the
                          AK Steel Holding Corporation
                            1994 Stock Incentive Plan

               Certain directors and executive officers of AK Steel Holding
     Corporation, a Delaware corporation (the "Company"), who may be deemed
     "affiliates" of the Company as defined in Rule 405 under the
     Securities Act of 1933, as amended, may offer and sell from time to
     time shares of the Company's Common Stock, par value $.01 per share,
     that may be acquired by such persons pursuant to the AK Steel Holding
     Corporation 1994 Stock Incentive Plan (the "1994 Plan").  Such offers
     and sales will be made pursuant to this Reoffer Prospectus, copies of
     which have been filed with the New York Stock Exchange (the "NYSE"). 
     Persons offering and selling shares of Common Stock pursuant to this
     Reoffer Prospectus are referred to herein as the "Selling
     Stockholders."

               Shares of Common Stock may be sold from time to time by a
     Selling Stockholder directly to purchasers.  Alternatively, a Selling
     Stockholder may sell shares of Common Stock in one or more
     transactions (including block transactions) on the NYSE, in
     transactions occurring in the public market off the NYSE, in
     separately negotiated transactions or in a combination of such
     transactions.  Each sale may be made either at market prices
     prevailing at the time of such sale or at negotiated prices.  Shares
     may be sold by Selling Stockholders through brokers acting on behalf
     of such Selling Stockholders or to dealers for resale by such dealers,
     and in connection with such sales, such brokers or dealers may receive
     compensation in the form of discounts or commissions from such Selling
     Stockholders and/or the purchasers of such shares for whom they may
     act as broker or agent (which discounts or commissions are not
     anticipated to exceed those customary in the types of transactions
     involved).  In addition, any shares covered by this Prospectus that
     qualify for sale pursuant to Rule 144 under the Securities Act may be
     sold under Rule 144 rather than pursuant to this Prospectus.  

               All expenses of registration incurred in connection with
     this offering are being borne by the Company, but all brokerage
     commissions and other selling expenses incurred by a Selling
     Stockholder will be borne by such Selling Stockholder.  The Company
     will not be entitled to any of the proceeds from any sales of Common
     Stock by the Selling Stockholders, although the Company will receive
     payment upon exercise of any options under which shares of Common
     Stock are acquired for cash by a Selling Stockholder. 

               The Common Stock is listed for trading on the NYSE under the
     symbol "AKS".  On May 23, 1996, the closing price of the Common Stock
     as reported on the NYSE Composite Tape was $42-3/4 per share.
                                                            
                    ----------------------------------------

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
     NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
      COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR
         ANY SUPPLEMENT HERETO.  ANY REPRESENTATION TO THE CONTRARY IS A
                                CRIMINAL OFFENSE.
                                                            
                    -----------------------------------------

               The date of this Reoffer Prospectus is May 24, 1996
AVAILABLE INFORMATION

               The Company is subject to the informational requirements of
     the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     and in accordance therewith files reports and other information with
     the Securities and Exchange Commission (the "Commission").  Reports,
     proxy statements and other information filed by the Company with the
     Commission can be inspected and copied at the public reference
     facilities maintained by the Commission at Room 1024, 450 Fifth
     Street, N.W., Washington, D.C. 20549 or at its Regional Offices
     located at the Citicorp Center, 500 West Madison Street, Suite 1400,
     Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New
     York, New York 10048.  Copies of such material can be obtained from
     the Public Reference Section of the Commission at 450 Fifth Street,
     N.W., Washington, D.C. 20549, at prescribed rates. 

               This Prospectus constitutes a part of a Registration
     Statement on Form S-8 filed by the Company with the Commission under
     the Securities Act (together with all amendments and exhibits thereto,
     the "Registration Statement").  This Prospectus omits certain of the
     information contained in the Registration Statement in accordance with
     the rules and regulations of the Commission.  Reference is hereby made
     to the Registration Statement and related exhibits for further
     information with respect to the Company and the shares of Common
     Stock.  Statements contained herein concerning the provisions of any
     document are not necessarily complete and, in each instance, reference
     is made to the copy of such document filed as an exhibit to the
     Registration Statement or otherwise filed with the Commission.  Each
     such statement is qualified in its entirety by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents filed by the Company with the Commission
     pursuant to the Exchange Act are incorporated by reference in this
     Prospectus:

          (a)  the Company's Annual Report on Form 10-K for the year ended
               December 31, 1995 (File No. 1-13696); 

          (b)  the Company's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1996 (File No. 1-13696);

          (c)  the Company's Current Reports on Form 8-K dated February 5,
               1996, April 15, 1996 and May 15, 1996 (File No. 1-13696);
               and

          (d)  the Company's Registration Statement on Form 8-A with
               respect to registration of the Common Stock under Section
               12(b) of the Exchange Act (File No. 1-13696).

               All documents filed by the Company pursuant to Sections
     13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
     of this Prospectus and prior to the filing of a post-effective
     amendment indicating that all securities offered hereby have been sold
     or deregistering all securities then remaining unsold, shall be deemed
     to be incorporated by reference into this Prospectus and to be a part
     hereof from the date of filing of such documents.

               Any statement contained herein or in a document incorporated
     or deemed to be incorporated by reference herein shall be deemed to be
     modified or superseded for purposes of this Prospectus to the extent
     that a statement contained herein or in any subsequently filed
     document which also is or is deemed to be incorporated by reference
     herein modifies or supersedes such statement.  Any such statement so
     modified or superseded shall not 

                                       2
be deemed, except as so modified or superseded, to constitute a part
     of this Prospectus.  All information appearing in this Prospectus is
     qualified in its entirety by the information and financial statements
     (including notes thereto) appearing in the documents incorporated
     herein by reference, except to the extent set forth in the immediately
     preceding statement.

               The Company will provide without charge to each person to
     whom a copy of this Prospectus is delivered, on the written or oral
     request of such person, a copy of any or all documents incorporated by
     reference into this Prospectus except the exhibits to such documents
     (unless such exhibits are specifically incorporated by reference in
     such documents).  Requests for such copies should be directed to AK
     Steel Holding Corporation, 703 Curtis Street, Middletown, Ohio, 45043
     (telephone number (513) 425-5000), attention: Corporate Secretary. 

                                       3
THE COMPANY

               The Company is the sixth largest integrated steel producer
     in the United States in terms of production and shipments, based on
     publicly available data compiled by the Company.  It manufactures
     primarily low carbon flat-rolled steel, the largest segment of the
     domestic steel market.  The Company concentrates on the production of
     custom-engineered grades, and value-added applications, of hot-rolled
     steel and coated and uncoated cold-rolled steel for sale to the
     automotive, appliance and manufacturing markets, as well as to the
     construction industry and independent steel distributors and service
     centers.

               The Company is a Delaware corporation.  Its principal
     executive office is located at 703 Curtis Street, Middletown, Ohio
     45043, and its telephone number at that address is (513) 425-5000.

                                       4
SELLING STOCKHOLDERS

               The following table sets forth (a) the name and position or
     positions with the Company and/or its subsidiaries of each Selling
     Stockholder; (b) the number of shares of Common Stock beneficially
     owned (as such term is defined in Rule 13d-3 under the Exchange Act)
     by each Selling Stockholder as of May 17, 1996; (c) the number of
     shares of Common Stock that each Selling Stockholder may offer for
     sale from time to time pursuant to this Prospectus, whether or not
     such Selling Stockholder has a present intention to do so; and (d) the
     number of shares of Common Stock to be beneficially owned by each
     Selling Stockholder following the sale of all shares that may be so
     offered, assuming no other change in the beneficial ownership of the
     Company's Common Stock by such Selling Stockholder after May 17, 1996. 
     After the completion of such sales, no Selling Stockholder will own
     more than one percent of the Company's outstanding Common Stock.  This
     Reoffer Prospectus may be amended or supplemented from time to time to
     add or delete one or more persons to or from the list of Selling
     Stockholders.
Name and Principal                         Shares
        Position With                              Beneficially         Shares Offered           Shares Beneficially
        The Company                                Owned                for Sale(1)              Owned after Sale   
        ------------------                         ------------         ----------------         -------------------
Thomas C. Graham                            389,796(2)               250,000                  139,796
        Chairman of the Board

        Richard M. Wardrop, Jr.                     137,500                   70,000                   67,500
        President and Chief Executive
          Officer

        Mark G. Essig                                41,000                   10,000                   31,000
        Executive Vice President -
          Commercial

        Edward L. Hare                               14,084                    5,334                    8,750
        Vice President - Financial
          Planning and Analysis

        Donald B. Korade                              3,500                      -0-                    3,500
        Controller

        Gary L. Melampy                              18,585                    5,335                   13,250
        Vice President - Employee
           Relations

        Ronald S. Mulhauser                          19,334                    5,334                   14,000
        Vice President - Purchasing
          and Transportation

        Richard E. Newsted                           41,001                   20,001                   21,000
        Senior Vice President and
          Chief Financial Officer

        Randall F. Preheim                           29,417                    6,667                   22,750
        Vice President, General
          Counsel and Secretary

        James W. Stanley                              4,000                      -0-                    4,000
        Vice President - Safety and Health

        James L. Wainscott                           13,000                    4,000                    9,000
        Vice President and Treasurer

        James F. Walsh                               23,334                    9,334                   14,000
        Vice President - Manufacturing

        Lawrence V. Walsh                             5,000                      -0-                    5,000
        Vice President - Research and
          Design Engineering
        _____________________________
        (Table continues on following page)

                                       5
Name and Principal                         Shares
        Position With                              Beneficially        Shares Offered           Shares Beneficially
        The Company                                Owned               for Sale(1)              Owned after Sale   
        ------------------                         ------------        ----------------         -------------------
Allen Born                                    5,595                    5,000                     595
        Director

        John A. Georges                               6,126                    5,000                   1,126
        Director

        Lawrence A. Leser                             5,248                    5,000                     248
        Director

        Robert E. Northam                             5,562                    5,000                     562
        Director

        Cyrus Tang                                   16,126                    5,000                  11,126
        Director
--------------
        (1)      Consists of shares underlying options that are currently exercisable or will become exercisable
                 within 60 days and shares that are the subject of restricted stock awards that will become vested
                 within 60 days.

        (2)      Does not include 150,673 restricted stock units that the Company may elect to satisfy through
                 delivery of cash or shares of Common Stock.
PLAN OF DISTRIBUTION

               The shares of Common Stock may be sold from time to time to
     purchasers directly by any of the Selling Stockholders. 
     Alternatively, the Selling Stockholders may sell the shares of Common
     Stock in one or more transactions (including block transactions) on
     the NYSE, in sales occurring in the public market off the NYSE, in
     separately negotiated transactions or in a combination of such
     transactions.  Each sale may be made either at market prices
     prevailing at the time of such sale or at negotiated prices.  Shares
     may be sold by Selling Stockholders through brokers acting on behalf
     of such Selling Stockholders or to dealers for resale by such dealers;
     and in connection with such sales, such brokers or dealers may receive
     compensation in the form of discounts or commissions from such Selling
     Stockholders and/or the purchasers of such shares for whom they may
     act as broker or agent (which discounts or commissions are not
     anticipated to exceed those customary in the types of transactions
     involved).  In addition, any shares covered by this Prospectus which
     qualify for sale pursuant to Rule 144 under the Securities Act may be
     sold under Rule 144 rather than pursuant to this Prospectus.  

               The Selling Stockholders and any dealer participating in the
     distribution of any shares of Common Stock or any broker executing
     selling orders on behalf of the Selling Stockholders may be deemed to
     be "underwriters" within the meaning of the Securities Act, in which
     event any profit on the sale of any or all of the shares of Common
     Stock by them and any discounts or commissions received by any such
     brokers or dealers may be deemed to be underwriting discounts and
     commissions under the Securities Act.

               In order to comply with the securities laws of certain
     states, if applicable, the shares will be sold only through registered
     or licensed brokers or dealers.  In addition, in certain states, the
     shares may not be sold unless they have been registered or qualified
     for sale in such state or an exemption from such registration or
     qualification requirement is available and is complied with.

               All expenses incurred in connection with registration of the
     shares under the Securities Act are being borne by the Company, but
     all brokerage commissions and other selling expenses incurred by a
     Selling Stockholder will be borne by such Selling Stockholder.  The
     Company will not receive any proceeds from any sales of Common Stock
     offered by Selling Stockholders pursuant to this Prospectus, although
     the Company will receive payment upon the exercise of any options
     under which shares of Common Stock are acquired by the Selling
     Stockholders for cash.

                                       6
EXPERTS

          The financial statements incorporated in this Prospectus by
     reference from the Company's Annual Report on Form 10-K for the year
     ended December 31, 1995 have been audited by DELOITTE & TOUCHE LLP,
     independent auditors, as stated in their report, which is incorporated
     herein by reference, and have been so incorporated in reliance upon
     the report of such firm given upon their authority as experts in
     accounting and auditing.

                                       7
==============================     ==============================
          NO DEALER, SALESMAN OR
     OTHER PERSON HAS BEEN
     AUTHORIZED TO GIVE ANY
     INFORMATION OR TO MAKE ANY
     REPRESENTATION NOT CONTAINED
     IN THIS PROSPECTUS AND, IF                    AK Steel
     GIVEN OR MADE, SUCH                            Holding
     INFORMATION OR REPRESENTATION                Corporation
     MUST NOT BE RELIED UPON AS
     HAVING BEEN AUTHORIZED BY THE
     COMPANY.  THIS PROSPECTUS DOES
     NOT CONSTITUTE AN OFFER TO
     SELL OR A SOLICITATION OF AN
     OFFER TO BUY ANY OF THE                   3,142,910 Shares
     SECURITIES OFFERED HEREBY IN
     ANY JURISDICTION TO ANY PERSON                   of
     TO WHOM IT IS UNLAWFUL TO MAKE
     SUCH OFFER IN SUCH                          Common Stock
     JURISDICTION.  NEITHER THE                (par value $.01)
     DELIVERY OF THIS PROSPECTUS
     NOR ANY SALE MADE HEREUNDER
     SHALL, UNDER ANY CIRCUM-
     STANCES, CREATE ANY
     IMPLICATION THAT THE
     INFORMATION HEREIN IS CORRECT
     AS OF ANY TIME SUBSEQUENT TO                                
     THE DATE HEREOF OR THAT THERE           --------------------
     HAS BEEN NO CHANGE IN THE               P R O S P E C T U S
     AFFAIRS OF THE COMPANY SINCE            -------------------- 
     SUCH DATE.                  

          ____________________

            TABLE OF CONTENTS
                               Page
                               ----
     Available Information . .   2 
     Incorporation of Certain                    May 24, 1996
       Documents by Reference.   2 
     The Company . . . . . . .   3 
     Selling Stockholders. . .   4 
     Plan of Distribution. . .   5 
     Experts . . . . . . . . .   6 

                                                                     
     ==============================     ==============================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

          The following documents filed by the Company with the Commission
     pursuant to the Exchange Act are incorporated by reference:

          (a)  the Company's Annual Report on Form 10-K for the year ended
               December 31, 1995 (File No. 1-13696); 

          (b)  the Company's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1996 (File No. 1-13696);

          (c)  the Company's Current Reports on Form 8-K dated February 5,
               1996, April 15, 1996 and May 15, 1996 (File No. 1-13696);
               and

          (d)  the Company's Registration Statement on Form 8-A with
               respect to registration of the Common Stock under Section
               12(b) of the Exchange Act (File No. 1-13696).

          All documents subsequently filed by the Company pursuant to
     Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
     filing of a post-effective amendment indicating that all securities
     offered hereby have been sold or deregistering all securities then
     remaining unsold, shall be deemed to be incorporated by reference.

     ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Generally, Section 145 of the General Corporation Law of the
     State of Delaware (the "DGCL") permits a corporation to indemnify
     certain persons made a party to an action, by reason of the fact that
     such person is or was a director, officer, employee or agent of the
     corporation or is or was serving at the request of the corporation as
     a director, officer, employee or agent of another corporation or
     enterprise.  In the case of an action by or in the right of the
     corporation, no indemnification may be made in respect of any matter
     as to which that person was adjudged liable for negligence or
     misconduct in the performance of that person's duty to the corporation
     unless the Delaware Court of Chancery or the court in which
     the action was brought determines that despite the adjudication of
     liability that person is fairly and reasonably entitled to indemnity
     for proper expenses.  To the extent that person has been successful in
     the defense of any matter, that person shall be indemnified against
     expenses actually and reasonably incurred by him.

          Section 102(b)(7) of the DGCL enables a Delaware corporation to
     include a provision in its certificate of incorporation limiting a
     director's liability to the corporation or its stockholders for
     monetary damages for breaches of fiduciary duty as a director.  The
     Registrant has adopted a provision in its Certificate of Incorporation
     that provides for indemnification of its officers and directors to the
     full extent permitted under Delaware law.

                                     II-1
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable. 

     ITEM 8.   EXHIBITS.

     Exhibit No.    Description
     -----------    -----------
     4(a)           Certificate of Incorporation of the Company
                    (incorporated herein by reference to Exhibit 3.1 to the
                    Company's Registration Statement on Form S-1
                    (Registration Statement No. 33-74432)).

     4(b)           By-Laws of the Company, as amended (incorporated herein
                    by reference to Exhibit 3.2 to the Company's
                    Registration Statement on Form S-1 (Registration
                    Statement No. 33-74432)).

     4(c)           AK Steel Holding Corporation 1994 Stock Incentive Plan,
                    as amended effective May 15, 1996 (incorporated herein
                    by reference to Annex A to the Company's Proxy
                    Statement, dated April 8, 1996, for its 1996 Annual
                    Meeting of Stockholders).

     5              Opinion of Weil, Gotshal & Manges LLP.

     23.1           Consent of Deloitte & Touche LLP.

     23.2           Consent of Weil, Gotshal & Manges LLP (included in 
                    Exhibit 5).

     24             Powers of attorney of certain officers and directors of
                    the Company (included on the first signature page to
                    this Registration Statement).

     ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

               (a)  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; 

                   (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
               thereof) which, individually or in the aggregate, represent
               a fundamental change in the information set forth in this
               Registration Statement.  Notwithstanding the foregoing, any
               increase or decrease in the volume of securities offered (if
               the total dollar value of securities offered would not
               exceed that which was registered) and any deviation from the
               low or high and of the estimated maximum offering range may
               be reflected in the form of prospectus filed with the
               Securities and Exchange Commission pursuant to Rule 424(b)
               if, in the aggregate, the changes in volume and price
               represent no more than a 20 percent change in the maximum
               aggregate offering price set forth in the "Calculation of
               Registration Fee" table in the effective Registration
               Statement.

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

                                      II-2
provided, however, that the undertakings set forth in paragraphs
          (i) and (ii) above do not apply if the information required to be
          included in a post-effective amendment by those paragraphs is
          contained in periodic reports filed with or furnished to the
          Securities and Exchange Commission by the Registrant pursuant to
          Section 13 or Section 15(d) of the Securities Exchange Act of
          1934 that are incorporated by reference in this Registration
          Statement.

               (b)  That, for the purpose of determining any liability
          under the Securities Act, 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 that time shall be deemed to be the initial bona
          fide offering thereof.

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

          The undersigned Registrant hereby undertakes that, for purposes
     of determining any liability under the Securities Act, each filing of
     the Registrant's annual report pursuant to Section 13(a) 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 the Registration Statement shall be deemed to be a new
     registration statement relating to the securities offered therein, 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 may be permitted to directors, officers and controlling
     persons of the Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against
     public policy as expressed in the Securities Act and is, therefore,
     unenforceable.  In the event that a claim for indemnification against
     such liabilities (other than the payment by the Registrant of expenses
     incurred or paid by a director or officer or controlling person of the
     Registrant 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, the
     Registrant 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 of whether such indemnification
     by it is against public policy as expressed in the Securities Act and
     will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933,
     as amended, the registrant 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
     Middletown, State of Ohio, on May 24, 1996.

                                         AK STEEL HOLDING CORPORATION

                                         By:   /s/ Richard M. Wardrop, Jr. 
                                            -------------------------------
                                               Richard M. Wardrop, Jr.,
                                               President and Chief
                                               Executive Officer

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose
     signature appears below hereby constitutes and appoints Richard M.
     Wardrop, Jr. and Donald B. Korade, and each of them, such person's
     true and lawful attorney-in-fact and agent, with full power of
     substitution and revocation, in such person's place and stead in any
     and all capacities, to sign any and all amendments (including post-
     effective amendments) to this Registration Statement, and to file the
     same with all exhibits thereto, and any other documents in connection
     therewith, with the Securities and Exchange Commission, granting unto
     said attorneys-in-fact and agents, and each of them, full power and
     authority to do and perform each and every act and thing requisite and
     necessary to be done, as fully to all intents and purposes as such
     person might or could do in person, thereby ratifying and confirming
     all that said attorneys-in-fact and agents, or either of them, or
     their respective substitutes, may lawfully do or cause to be done by
     virtue hereof. 

               Pursuant to the requirements of the Securities Act of 1933, 
     as amended, this Post-Effective Amendment No. 3 to the Registration 
     Statement has been signed by the following persons in the capacities 
     and on the dates indicated.

            SIGNATURE                 TITLE                         DATE
            ---------                 -----                         ----

      /s/ Thomas C. Graham        Chairman of the Board          May 24, 1996
     ---------------------------  of Directors
          Thomas C. Graham     

     /s/ Richard M. Wardrop, Jr.  President and Chief            May 24, 1996
     ---------------------------  Executive Officer
         Richard M. Wardrop, Jr.  (principal executive 
                                  officer) and a Director

     /s/ Richard E. Newsted       Senior Vice President and      May 24, 1996
     ---------------------------  Chief Financial Officer
         Richard E. Newsted       (principal financial officer)

      /s/ Donald B. Korade        Controller                     May 24, 1996
     ---------------------------  (principal accounting officer)
          Donald B. Korade       

                                  Director
     ---------------------------
           Allen Born

                                      II-4
/s/ John A. Georges        Director                       May 24, 1996
     --------------------------
           John A. Georges

                                  Director
     --------------------------
       Dr. Bonnie Guiton Hill

      /s/ Robert H. Jenkins       Director                       May 24, 1996
     --------------------------
          Robert H. Jenkins

                                  Director
     --------------------------
          Lawrence A. Leser
 
      /s/ Robert E. Northam       Director                       May 24, 1996
     --------------------------     
          Robert E. Northam

         /s/ Cyrus Tang           Director                       May 24, 1996
     --------------------------
             Cyrus Tang

                                  Director
     --------------------------
       James A. Thomson, Ph.D

                                      II-5
EXHIBIT INDEX

     Exhibit No.    Description
     -----------    -----------
     4(a)           Certificate of Incorporation of the Company
                    (incorporated herein by reference to Exhibit 3.1 to the
                    Company's Registration Statement on Form S-1
                    (Registration Statement No. 33-74432)).

     4(b)           By-Laws of the Company, as amended (incorporated herein
                    by reference to Exhibit 3.2 to the Company's
                    Registration Statement on Form S-1 (Registration
                    Statement No. 33-74432)).

     4(c)           AK Steel Holding Corporation 1994 Stock Incentive Plan,
                    as amended effective May 15, 1996 (incorporated herein
                    by reference to Annex A to the Company's Proxy
                    Statement, dated April 8, 1996, for its 1996 Annual
                    Meeting of Stockholders).

     5              Opinion of Weil, Gotshal & Manges LLP.

     23.1           Consent of Deloitte & Touche LLP.

     23.2           Consent of Weil, Gotshal & Manges LLP (included in 
                    Exhibit 5).

     24             Powers of attorney of certain officers and directors of
                    the Company (included on the first signature page to
                    this Registration Statement).

                                     II-6

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