As filed with the Securities and Exchange Commission on May 28, 1998.
                                                            File No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                             ____________________
                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             ____________________

                            ROUGE INDUSTRIES, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
           DELAWARE                                       38-3340770
(STATE OR OTHER JURISDICTION                           (I.R.S. EMPLOYER
 OF INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NUMBER)
                               3001 MILLER ROAD
                                 P.O. BOX 1699
                            DEARBORN, MI 48121-1699
                                (313) 317-8900
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

            ROUGE STEEL COMPANY SAVINGS PLAN FOR SALARIED EMPLOYEES
     ROUGE STEEL  COMPANY TAX-EFFICIENT SAVINGS PLAN FOR HOURLY EMPLOYEES
                             (FULL TITLE OF PLANS)

                              CARL L. VALDISERRI
                              ROUGE STEEL COMPANY
                               3001 MILLER ROAD
                                 P.O. BOX 1699
                            DEARBORN, MI 48121-1699
                                (313) 317-8900
          (NAME, ADDRESS  AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                  COPIES TO:
                             Samuel M. Feder, Esq.
                              Rogers & Wells LLP
                                200 Park Avenue
                           New York, New York  10166
                                (212) 878-8000


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
    TITLE OF SECURITIES        AMOUNT TO BE       PROPOSED MAXIMUM           PROPOSED                AMOUNT OF
     TO BE REGISTERED          REGISTERED(1)       OFFERING PRICE             MAXIMUM         REGISTRATION FEE
                                                    PER SHARE (2)            AGGREGATE
                                                                         OFFERING PRICE(2)
<S>                         <C>                 <C>                   <C>                     <C>
Class A Common Stock,              500,000(3)        $13.875(4)            $6,937,500              $2,046.57 (5)
$.01 par value
</TABLE>

</FN>
(1) Plus  such  additional  number  of  shares as may be required in the
    event of a stock dividend, stock split,  recapitalization  or  other
    similar change in the Common Stock.
(2) Calculated  in accordance with Rule 457 under the Securities Act  of
    1933 (the "Securities  Act")  solely for purposes of calculating the
    registration fee.
(3) Represents  the maximum aggregate  number  of  shares  reserved  for
    issuance to participants in (i) the Rouge Steel Company Savings Plan
    for Salaried  Employees  and  (ii)  the  Rouge  Steel  Company  Tax-
    Efficient  Savings Plan for Hourly Employees.  In addition, pursuant
    to Rule 416(c) under the Securities Act, this Registration Statement
    also covers  an  indeterminate  amount of interests to be offered or
    sold pursuant to the Rouge Steel  Company  Savings Plan for Salaried
    Employees and the Rouge Steel Company Tax-Efficient Savings Plan for
    Hourly Employees described herein.
(4) Pursuant  to Rule 457(c) under the Securities  Act,  represents  the
    average of  the  high  and low prices of the Common Stock on the New
    York Stock Exchange on May 21, 1998.
(5) Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee
    is  required with respect  to  the  interests  in  the  Plans  being
    registered hereby.


<PAGE>
                               EXPLANATORY NOTE


      This  Registration  Statement on Form S-8 of Rouge  Industries,  Inc.,  a
Delaware corporation (the "Company"), is being filed in accordance with General
Instruction E to Form S-8 for  the purpose of registering an additional 500,000
shares of common stock, $.01 par  value  per share (the "Common Stock"), of the
Company issuable (i) as matching contributions  to  participants  in  the Rouge
Steel Company Savings Plan for Salaried Employees, as amended (the "SPSE"), and 
in the Rouge Steel Company Tax-Efficient Savings Plan for Hourly  Employees, as 
amended  (the "TESPHE" and together  with  the  SPSE, the "Plans"), and (ii) to 
participants who choose  to have their contributions  to the Plans invested  in 
Common Stock.  The shares to be  registered hereunder are in addition to shares
of   Common  Stock  that   previously  were  registered   under  the  Company's 
Registration Statement on Form S-8 (Registration No. 33-88520), which was filed
with  the  Securities and Exchange  Commission  on  January  15,  1995  and was 
amended by Post-Effective Amendment No. 1 on July  21, 1997  (the "Prior S-8").
The contents of the Prior S-8 are incorporated herein by  reference, except  to 
the  extent supplemented or modified below.


                                                        1

<PAGE>
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
        ------------------------------------------------ 

      The  following documents are hereby incorporated by reference  into  this
Registration Statement:

            (a)   The  Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 (the "Annual Report").

            (b)   The SPSE's Annual  Report  on  Form  11-K  for the year ended
December  31,  1997 and the TESPHE's Annual Report on Form 11-K  for  the  year
ended December 31, 1997.

            (c)   All  other  reports  filed  with  the Securities and Exchange
Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since the end of the fiscal year covered
by the documents referred to in the Annual Report.

            (d)   The  material  in  the  section  entitled   "Description   of
Registrant's  Securities  to  be  Registered" contained in (i) the Registration
Statement on Form 8-A (File No. 1-12852) of Rouge Steel Company (predecessor of
the Company) filed under Section 12  of the Exchange Act and (ii) the Company's
Registration Statement on Form 8-B filed  under  Section 12 of the Exchange Act
on July 21, 1997.

      All  documents  subsequently filed by the Company  pursuant  to  Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective amendment which indicates that the securities
offered hereby have been  sold  or  which  deregisters  all  securities covered
hereby then remaining unsold, shall be deemed to be incorporated  by  reference
herein and to be a part hereof commencing on the respective dates on which such
documents  are  filed.   Any statement contained in a document incorporated  by
reference herein shall be  deemed  to be modified or superseded for purposes of
this Registration Statement to the extent  that a statement contained herein or
in any other subsequently filed document which  also  is  or  is  deemed  to be
incorporated  by  reference  herein modifies or supersedes such statement.  Any
statement so modified or superseded  shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.


ITEM 8. EXHIBITS.

            There  are  filed  with the Registration  Statement  the  following
exhibits:

            3.1    Amended and Restated  Certificate  of  Incorporation  of the
                   Company,  previously  filed  as  Exhibit 3.1 to Registration
                   Statement   on   Form  8-B  (the  "Form  8-B"),   which   is
                   incorporated herein by reference.
            3.2    Amended and Restated  By-Laws  of  the  Company,  previously
                   filed  as Exhibit 3.2 to the Form 8-B, which is incorporated
                   herein by reference.
            4.1    Amendment to SPSE, previously filed  as Exhibit 10.3  to the
                   Form 8-B, which is incorporated herein by reference.
            4.2    Amendment to TESPHE, previously filed as Exhibit 10.4 to the 
                   Form 8-B, which is incorporated herein by reference.
            5.1    Opinion of Rogers & Wells LLP.
            5.2    Copy of  Internal  Revenue Service determination letter that
                   the SPSE is qualified  under  Section  401  of  the Internal
                   Revenue Code.

                                                     2

<PAGE>

            5.3    Copy  of Internal Revenue Service determination letter  that
                   the TESPHE  is  qualified  under Section 401 of the Internal
                   Revenue Code.
            15     Awareness Letter of Price Waterhouse LLP.
            23.1   Consent of Price Waterhouse LLP.
            23.2   Consent of Rogers & Wells LLP (included in Exhibit 5).


                                                       3

<PAGE>


                                  SIGNATURES
      THE REGISTRANT.  Pursuant to the requirements  of  the  Securities Act of
1933,  Rouge  Industries,  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  Dearborn,  State  of
Michigan, on May 27, 1998.

                                    ROUGE INDUSTRIES, INC.



                                    By: /S/ CARL L. VALDISERRI
                                       ---------------------------
                                       Name:  Carl L. Valdiserri
                                       Title:  Chief Executive Officer and
                                               Chairman of the Board

      KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes  and appoints Carl L. Valdiserri and Gary P. Latendresse, and
each of them, as his  true  and  lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution and to act without the other, for him
and in his name, place and stead, in any and all capacities, to sign any or all
amendments  (including  post-effective   amendments)   to   this   Registration
Statement,  and  to  file  the  same  with  all exhibits thereto, and all 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  in  and  about the premises, as fully for all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that  said  attorneys-in-fact  and  agents,  or  their  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registration  Statement has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                SIGNATURE                              TITLE                                        DATE
                ---------                              -----                                        ----
<S>                                                    <C>                                     <C>

/s/ CARL L. VALDISERRI                                 Chief Executive Officer and
      Carl L. Valdiserri                               Chairman of the Board                    May 27, 1998
                                                       

/s/ LOUIS D. CAMINO                                    President, Chief Operating Officer
      Louis D. Camino                                  and Director                             May 27, 1998


/s/ GARY P. LATENDRESSE                                Executive Vice President, Chief
      Gary P. Latendresse                              Financial Officer and Director           May 27, 1998
                                                                                                            

/s/ DOMINICK C. FANELLO                                Director                                 May 27, 1998
      Dominick C. Fanello
                                                       
                                                                                            

/s/ JOHN E. LOBBIA                                     Director                                 May 27, 1998
      John E. Lobbia
                                                       
                                                                                            

/s/ PETER J. PESTILLO                                  Director                                 May 27, 1998
      Peter J. Pestillo
                                                       
                                                                                            

/s/ CLAYTON P. SHANNON                                 Director                                 May 27, 1998
      Clayton P. Shannon
                                                       
</TABLE>

      THE PLANS.   Pursuant  to the requirements of the Securities Act of 1933,
the Rouge Steel Company Savings  Plan  for  Salaried  Employees has duly caused
this  Registration  Statement to be signed on its behalf  by  the  undersigned,
thereunto duly authorized,  in  the City of Dearborn, State of Michigan, on May
27, 1998.

                                    ROUGE STEEL COMPANY SAVINGS
                                      PLAN FOR SALARIED EMPLOYEES



                                    By: /s/ WILLIAM E. HORNBERGER
                                        ------------------------------
                                        Name:  William E. Hornberger
                                        Title: Vice President

      Pursuant to the requirements  of  the  Securities  Act of 1933, the Rouge
Steel Company Tax-Efficient Savings Plan for Hourly Employees  has  duly caused
this  Registration  Statement  to  be  signed on its behalf by the undersigned,
thereunto duly authorized, in the City of  Dearborn,  State of Michigan, on May
27, 1998.

                                    ROUGE STEEL COMPANY TAX-EFFICIENT
                                      SAVINGS PLAN FOR HOURLY EMPLOYEES



                                    By: /s/ WILLIAM E. HORNBERGER
                                        ------------------------------
                                        Name:  William E. Hornberger
                                        Title: Vice President


                                                       5

<PAGE>



<TABLE>
<CAPTION>
     EXHIBIT NUMBER       INDEX TO EXHIBITS                                                          PAGE
<S>                       <C>                                                                  <C>
           3.1            Amended and Restated Certificate of Incorporation of the Company,
                          previously filed as Exhibit 3.1 to Registration Statement on Form 8-
                          B (the "Form 8-B"), which is incorporated herein by reference.

           3.2            Amended and Restated By-Laws of the Company, previously filed as
                          Exhibit 3.2 to the Form 8-B, which is incorporated herein by
                          reference.

           4.1            Amendment to Rouge Steel Company Savings Plan for Salaried
                          Employees, as amended ("SPSE"), previously filed as Exhibit 10.3 to
                          the Form 8-B, which is incorporated herein by reference.

           4.2            Amendment to Rouge Steel Company Tax-Efficient Savings Plan for
                          Hourly Employees, as amended ("TESPHE"), previously filed as Exhibit
                          10.4 to the Form 8-B, which is incorporated herein by reference.

           5.1            Opinion of Rogers & Wells LLP.

           5.2            Copy of Internal Revenue Service determination letter that the SPSE
                          is qualified under Section 401 of the Internal Revenue Code.

           5.3            Copy of Internal Revenue Service determination letter that the
                          TESPHE is qualified under Section 401 of the Internal Revenue Code.

          15              Awareness Letter of Price Waterhouse LLP.

          23.1            Consent of Price Waterhouse LLP.

          23.2            Consent of Rogers & Wells LLP (included in Exhibit 5).

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17226}]
{"company-data": {"conformed-name": "ROUGE INDUSTRIES INC", "cik": "0000918577", "assigned-sic": "3312", "irs-number": "383340770", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53741", "film-number": "98632572"}, "business-address": {"street1": "3001 MILLER ROAD", "street2": "P O BOX 1639", "city": "DEARBORN", "state": "MI", "zip": "48121-1639", "phone": "3133178900"}, "mail-address": {"street1": "3001 MILLER ROAD", "street2": "P O BOX 1639", "city": "DEARBORN", "state": "MI", "zip": "48121-1639"}, "former-company": {"former-conformed-name": "ROUGE STEEL CO", "date-changed": "19940203"}}
As filed with the Securities and Exchange Commission on May 28, 1998.
                                                            File No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                             ____________________
                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             ____________________

                            ROUGE INDUSTRIES, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
           DELAWARE                                       38-3340770
(STATE OR OTHER JURISDICTION                           (I.R.S. EMPLOYER
 OF INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NUMBER)
                               3001 MILLER ROAD
                                 P.O. BOX 1699
                            DEARBORN, MI 48121-1699
                                (313) 317-8900
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

            ROUGE STEEL COMPANY SAVINGS PLAN FOR SALARIED EMPLOYEES
     ROUGE STEEL  COMPANY TAX-EFFICIENT SAVINGS PLAN FOR HOURLY EMPLOYEES
                             (FULL TITLE OF PLANS)

                              CARL L. VALDISERRI
                              ROUGE STEEL COMPANY
                               3001 MILLER ROAD
                                 P.O. BOX 1699
                            DEARBORN, MI 48121-1699
                                (313) 317-8900
          (NAME, ADDRESS  AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                  COPIES TO:
                             Samuel M. Feder, Esq.
                              Rogers & Wells LLP
                                200 Park Avenue
                           New York, New York  10166
                                (212) 878-8000

                        CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES        AMOUNT TO BE       PROPOSED MAXIMUM           PROPOSED                AMOUNT OF
     TO BE REGISTERED          REGISTERED(1)       OFFERING PRICE             MAXIMUM         REGISTRATION FEE
                                                    PER SHARE (2)            AGGREGATE
                                                                         OFFERING PRICE(2)
Class A Common Stock,              500,000(3)        $13.875(4)            $6,937,500              $2,046.57 (5)
$.01 par value
(1) Plus  such  additional  number  of  shares as may be required in the
    event of a stock dividend, stock split,  recapitalization  or  other
    similar change in the Common Stock.
(2) Calculated  in accordance with Rule 457 under the Securities Act  of
    1933 (the "Securities  Act")  solely for purposes of calculating the
    registration fee.
(3) Represents  the maximum aggregate  number  of  shares  reserved  for
    issuance to participants in (i) the Rouge Steel Company Savings Plan
    for Salaried  Employees  and  (ii)  the  Rouge  Steel  Company  Tax-
    Efficient  Savings Plan for Hourly Employees.  In addition, pursuant
    to Rule 416(c) under the Securities Act, this Registration Statement
    also covers  an  indeterminate  amount of interests to be offered or
    sold pursuant to the Rouge Steel  Company  Savings Plan for Salaried
    Employees and the Rouge Steel Company Tax-Efficient Savings Plan for
    Hourly Employees described herein.
(4) Pursuant  to Rule 457(c) under the Securities  Act,  represents  the
    average of  the  high  and low prices of the Common Stock on the New
    York Stock Exchange on May 21, 1998.
(5) Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee
    is  required with respect  to  the  interests  in  the  Plans  being
    registered hereby.
EXPLANATORY NOTE

      This  Registration  Statement on Form S-8 of Rouge  Industries,  Inc.,  a
Delaware corporation (the "Company"), is being filed in accordance with General
Instruction E to Form S-8 for  the purpose of registering an additional 500,000
shares of common stock, $.01 par  value  per share (the "Common Stock"), of the
Company issuable (i) as matching contributions  to  participants  in  the Rouge
Steel Company Savings Plan for Salaried Employees, as amended (the "SPSE"), and 
in the Rouge Steel Company Tax-Efficient Savings Plan for Hourly  Employees, as 
amended  (the "TESPHE" and together  with  the  SPSE, the "Plans"), and (ii) to 
participants who choose  to have their contributions  to the Plans invested  in 
Common Stock.  The shares to be  registered hereunder are in addition to shares
of   Common  Stock  that   previously  were  registered   under  the  Company's 
Registration Statement on Form S-8 (Registration No. 33-88520), which was filed
with  the  Securities and Exchange  Commission  on  January  15,  1995  and was 
amended by Post-Effective Amendment No. 1 on July  21, 1997  (the "Prior S-8").
The contents of the Prior S-8 are incorporated herein by  reference, except  to 
the  extent supplemented or modified below.

                                                        1
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
        ------------------------------------------------ 

      The  following documents are hereby incorporated by reference  into  this
Registration Statement:

            (a)   The  Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 (the "Annual Report").

            (b)   The SPSE's Annual  Report  on  Form  11-K  for the year ended
December  31,  1997 and the TESPHE's Annual Report on Form 11-K  for  the  year
ended December 31, 1997.

            (c)   All  other  reports  filed  with  the Securities and Exchange
Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since the end of the fiscal year covered
by the documents referred to in the Annual Report.

            (d)   The  material  in  the  section  entitled   "Description   of
Registrant's  Securities  to  be  Registered" contained in (i) the Registration
Statement on Form 8-A (File No. 1-12852) of Rouge Steel Company (predecessor of
the Company) filed under Section 12  of the Exchange Act and (ii) the Company's
Registration Statement on Form 8-B filed  under  Section 12 of the Exchange Act
on July 21, 1997.

      All  documents  subsequently filed by the Company  pursuant  to  Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective amendment which indicates that the securities
offered hereby have been  sold  or  which  deregisters  all  securities covered
hereby then remaining unsold, shall be deemed to be incorporated  by  reference
herein and to be a part hereof commencing on the respective dates on which such
documents  are  filed.   Any statement contained in a document incorporated  by
reference herein shall be  deemed  to be modified or superseded for purposes of
this Registration Statement to the extent  that a statement contained herein or
in any other subsequently filed document which  also  is  or  is  deemed  to be
incorporated  by  reference  herein modifies or supersedes such statement.  Any
statement so modified or superseded  shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 8. EXHIBITS.

            There  are  filed  with the Registration  Statement  the  following
exhibits:

            3.1    Amended and Restated  Certificate  of  Incorporation  of the
                   Company,  previously  filed  as  Exhibit 3.1 to Registration
                   Statement   on   Form  8-B  (the  "Form  8-B"),   which   is
                   incorporated herein by reference.
            3.2    Amended and Restated  By-Laws  of  the  Company,  previously
                   filed  as Exhibit 3.2 to the Form 8-B, which is incorporated
                   herein by reference.
            4.1    Amendment to SPSE, previously filed  as Exhibit 10.3  to the
                   Form 8-B, which is incorporated herein by reference.
            4.2    Amendment to TESPHE, previously filed as Exhibit 10.4 to the 
                   Form 8-B, which is incorporated herein by reference.
            5.1    Opinion of Rogers & Wells LLP.
            5.2    Copy of  Internal  Revenue Service determination letter that
                   the SPSE is qualified  under  Section  401  of  the Internal
                   Revenue Code.

                                                     2
5.3    Copy  of Internal Revenue Service determination letter  that
                   the TESPHE  is  qualified  under Section 401 of the Internal
                   Revenue Code.
            15     Awareness Letter of Price Waterhouse LLP.
            23.1   Consent of Price Waterhouse LLP.
            23.2   Consent of Rogers & Wells LLP (included in Exhibit 5).

                                                       3
SIGNATURES
      THE REGISTRANT.  Pursuant to the requirements  of  the  Securities Act of
1933,  Rouge  Industries,  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  Dearborn,  State  of
Michigan, on May 27, 1998.

                                    ROUGE INDUSTRIES, INC.

                                    By: /S/ CARL L. VALDISERRI
                                       ---------------------------
                                       Name:  Carl L. Valdiserri
                                       Title:  Chief Executive Officer and
                                               Chairman of the Board

      KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes  and appoints Carl L. Valdiserri and Gary P. Latendresse, and
each of them, as his  true  and  lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution and to act without the other, for him
and in his name, place and stead, in any and all capacities, to sign any or all
amendments  (including  post-effective   amendments)   to   this   Registration
Statement,  and  to  file  the  same  with  all exhibits thereto, and all 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  in  and  about the premises, as fully for all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that  said  attorneys-in-fact  and  agents,  or  their  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registration  Statement has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
SIGNATURE                              TITLE                                        DATE
                ---------                              -----                                        ----
/s/ CARL L. VALDISERRI                                 Chief Executive Officer and
      Carl L. Valdiserri                               Chairman of the Board                    May 27, 1998
                                                       

/s/ LOUIS D. CAMINO                                    President, Chief Operating Officer
      Louis D. Camino                                  and Director                             May 27, 1998

/s/ GARY P. LATENDRESSE                                Executive Vice President, Chief
      Gary P. Latendresse                              Financial Officer and Director           May 27, 1998
                                                                                                            

/s/ DOMINICK C. FANELLO                                Director                                 May 27, 1998
      Dominick C. Fanello
                                                       
                                                                                            

/s/ JOHN E. LOBBIA                                     Director                                 May 27, 1998
      John E. Lobbia
                                                       
                                                                                            

/s/ PETER J. PESTILLO                                  Director                                 May 27, 1998
      Peter J. Pestillo
                                                       
                                                                                            

/s/ CLAYTON P. SHANNON                                 Director                                 May 27, 1998
      Clayton P. Shannon
THE PLANS.   Pursuant  to the requirements of the Securities Act of 1933,
the Rouge Steel Company Savings  Plan  for  Salaried  Employees has duly caused
this  Registration  Statement to be signed on its behalf  by  the  undersigned,
thereunto duly authorized,  in  the City of Dearborn, State of Michigan, on May
27, 1998.

                                    ROUGE STEEL COMPANY SAVINGS
                                      PLAN FOR SALARIED EMPLOYEES

                                    By: /s/ WILLIAM E. HORNBERGER
                                        ------------------------------
                                        Name:  William E. Hornberger
                                        Title: Vice President

      Pursuant to the requirements  of  the  Securities  Act of 1933, the Rouge
Steel Company Tax-Efficient Savings Plan for Hourly Employees  has  duly caused
this  Registration  Statement  to  be  signed on its behalf by the undersigned,
thereunto duly authorized, in the City of  Dearborn,  State of Michigan, on May
27, 1998.

                                    ROUGE STEEL COMPANY TAX-EFFICIENT
                                      SAVINGS PLAN FOR HOURLY EMPLOYEES

                                    By: /s/ WILLIAM E. HORNBERGER
                                        ------------------------------
                                        Name:  William E. Hornberger
                                        Title: Vice President

                                                       5
EXHIBIT NUMBER       INDEX TO EXHIBITS                                                          PAGE
3.1            Amended and Restated Certificate of Incorporation of the Company,
                          previously filed as Exhibit 3.1 to Registration Statement on Form 8-
                          B (the "Form 8-B"), which is incorporated herein by reference.

           3.2            Amended and Restated By-Laws of the Company, previously filed as
                          Exhibit 3.2 to the Form 8-B, which is incorporated herein by
                          reference.

           4.1            Amendment to Rouge Steel Company Savings Plan for Salaried
                          Employees, as amended ("SPSE"), previously filed as Exhibit 10.3 to
                          the Form 8-B, which is incorporated herein by reference.

           4.2            Amendment to Rouge Steel Company Tax-Efficient Savings Plan for
                          Hourly Employees, as amended ("TESPHE"), previously filed as Exhibit
                          10.4 to the Form 8-B, which is incorporated herein by reference.

           5.1            Opinion of Rogers & Wells LLP.

           5.2            Copy of Internal Revenue Service determination letter that the SPSE
                          is qualified under Section 401 of the Internal Revenue Code.

           5.3            Copy of Internal Revenue Service determination letter that the
                          TESPHE is qualified under Section 401 of the Internal Revenue Code.

          15              Awareness Letter of Price Waterhouse LLP.

          23.1            Consent of Price Waterhouse LLP.

          23.2            Consent of Rogers & Wells LLP (included in Exhibit 5).