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 1998 STOCK INCENTIVE PLAN
                             (FULL TITLE OF PLANS)

                              Carl L. Valdiserri
                              Rouge Steel Company
                               3001 Miller Road
                                 P.0 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,
 $.01 par value                      500,000(3)         $13.875(4)            $6,937,500                 $2,046.57
</TABLE>

</FN>

(1) Plus such additional number of shares as may be required pursuant to
    the   Plan    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 number of shares that  have been reserved for
    issuance  upon exercise of qualified incentive stock  options,  non-
    qualified  stock  options  and  stock  appreciation  rights  and  in
    connection with  stock  awards and performance share awards, in each
    case under the Rouge Steel Company 1998 Stock Incentive Plan.
(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.


<PAGE>

                               EXPLANATORY NOTE

    This Registration Statement covers an aggregate of 500,000 shares of
common stock, $.01 par value per share (the "Common  Stock"),  of  Rouge
Industries, Inc., a Delaware corporation (the "Company"), that have been
reserved  by  the  Company  for  issuance  upon  exercise  of  qualified
incentive   stock   options,   non-qualified  stock  options  and  stock
appreciation rights and in connection  with  restricted stock awards and
performance  share awards, in each case under the  Rouge  Steel  Company
1998  Stock  Incentive   Plan   (the  "Plan").   Pursuant  to  Rule  428
promulgated  under  the Securities  Act,  the  Company  will  deliver  a
prospectus meeting the  requirements  of  Part  I  of  Form  S-8  to all
participants in the Plan.


                                          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)   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.

            (c)   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 4. DESCRIPTION OF SECURITIES.
        -------------------------

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
        --------------------------------------

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
        -----------------------------------------

      The Amended and Restated By-Laws of the Company provide  that  any
director  or  officer of the Company shall be indemnified by the Company
against expenses, judgments, fines and amounts paid in settlement to the
full extent that  officers and directors are permitted to be indemnified
by applicable law.

      Reference  is   made  to  Section  145  of  the  Delaware  General
Corporation Law which provides  for  indemnification  of  directors  and
officers in certain circumstances.

      The  foregoing  references are necessarily subject to the complete
text of the Amended and  Restated  By-Laws  and  the statute referred to
above and are qualified in their entirety by reference thereto.

      The  Company has an officers' and directors'  liability  insurance
policy which  provides  for  specified  coverage for certain liabilities
incurred by officers and directors in their capacities as such.

                                            2
<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
        -----------------------------------

      Not applicable

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.
            5     Opinion of Rogers & Wells LLP.
            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).


ITEM 9. UNDERTAKINGS.
        ------------

            (a)   The Company hereby undertakes:

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

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

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Commission  by  the  Company  pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated  by reference in
this Registration Statement.

                  (2)   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 herein,  and  the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.

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

            (b)   The Company hereby undertakes  that,  for  purposes of
determining any liability under the Securities Act, each filing  of  the
Company's  annual  report  pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated  by reference in this Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering  of  such  securities at
that time shall be deemed to be the initial BONA FIDE offering thereof.

                                        3
<PAGE>

            (c)   Insofar  as  indemnification  for liabilities  arising
under  the  Securities Act may be permitted to directors,  officers  and
controlling persons of the Company pursuant to the foregoing provisions,
or otherwise,  the  Company  has been advised that in the opinion of the
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 Company of expenses incurred or paid by a director,
officer or controlling  person  of the Company 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 Company will, unless in the opinion of its  counsel  the
matter  has  been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public  policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.


                                       4

<PAGE>
                                  SIGNATURES

      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  other  documents in connection
therewith,  with the Securities and Exchange Commission,  granting  unto
said attorneys-in-fact  and  agents,  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 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, this
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>                                <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    May 27, 1998
      Louis D. Camino                                 and Director              

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

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


/s/ JOHN E. LOBBIA                                                                          
      John E. Lobbia                                   Director                             May 27, 1998
                                                       
                                                                                            
/s/ PETER J. PESTILLO     
      Peter J. Pestillo                                Director                             May 27, 1998
                                                       
                                                                                            
/s/ CLAYTON P. SHANNON    
      Clayton P. Shannon                               Director                             May 27, 1998
                                                       
</TABLE>




                                                        6

<PAGE>
                                   INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER                                                                         PAGE
--------------                                                                         ----
<S>                              <C>                   <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.

      5     Opinion of Rogers & Wells LLP.

      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": 18280}]
{"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": "333-53743", "film-number": "98632574"}, "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 1998 STOCK INCENTIVE PLAN
                             (FULL TITLE OF PLANS)

                              Carl L. Valdiserri
                              Rouge Steel Company
                               3001 Miller Road
                                 P.0 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,
 $.01 par value                      500,000(3)         $13.875(4)            $6,937,500                 $2,046.57
(1) Plus such additional number of shares as may be required pursuant to
    the   Plan    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 number of shares that  have been reserved for
    issuance  upon exercise of qualified incentive stock  options,  non-
    qualified  stock  options  and  stock  appreciation  rights  and  in
    connection with  stock  awards and performance share awards, in each
    case under the Rouge Steel Company 1998 Stock Incentive Plan.
(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.
EXPLANATORY NOTE

    This Registration Statement covers an aggregate of 500,000 shares of
common stock, $.01 par value per share (the "Common  Stock"),  of  Rouge
Industries, Inc., a Delaware corporation (the "Company"), that have been
reserved  by  the  Company  for  issuance  upon  exercise  of  qualified
incentive   stock   options,   non-qualified  stock  options  and  stock
appreciation rights and in connection  with  restricted stock awards and
performance  share awards, in each case under the  Rouge  Steel  Company
1998  Stock  Incentive   Plan   (the  "Plan").   Pursuant  to  Rule  428
promulgated  under  the Securities  Act,  the  Company  will  deliver  a
prospectus meeting the  requirements  of  Part  I  of  Form  S-8  to all
participants in the Plan.

                                          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)   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.

            (c)   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 4. DESCRIPTION OF SECURITIES.
        -------------------------

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
        --------------------------------------

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
        -----------------------------------------

      The Amended and Restated By-Laws of the Company provide  that  any
director  or  officer of the Company shall be indemnified by the Company
against expenses, judgments, fines and amounts paid in settlement to the
full extent that  officers and directors are permitted to be indemnified
by applicable law.

      Reference  is   made  to  Section  145  of  the  Delaware  General
Corporation Law which provides  for  indemnification  of  directors  and
officers in certain circumstances.

      The  foregoing  references are necessarily subject to the complete
text of the Amended and  Restated  By-Laws  and  the statute referred to
above and are qualified in their entirety by reference thereto.

      The  Company has an officers' and directors'  liability  insurance
policy which  provides  for  specified  coverage for certain liabilities
incurred by officers and directors in their capacities as such.

                                            2
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
        -----------------------------------

      Not applicable

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.
            5     Opinion of Rogers & Wells LLP.
            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).

ITEM 9. UNDERTAKINGS.
        ------------

            (a)   The Company hereby undertakes:

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

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

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Commission  by  the  Company  pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated  by reference in
this Registration Statement.

                  (2)   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 herein,  and  the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.

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

            (b)   The Company hereby undertakes  that,  for  purposes of
determining any liability under the Securities Act, each filing  of  the
Company's  annual  report  pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated  by reference in this Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering  of  such  securities at
that time shall be deemed to be the initial BONA FIDE offering thereof.

                                        3
(c)   Insofar  as  indemnification  for liabilities  arising
under  the  Securities Act may be permitted to directors,  officers  and
controlling persons of the Company pursuant to the foregoing provisions,
or otherwise,  the  Company  has been advised that in the opinion of the
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 Company of expenses incurred or paid by a director,
officer or controlling  person  of the Company 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 Company will, unless in the opinion of its  counsel  the
matter  has  been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public  policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

                                       4
SIGNATURES

      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  other  documents in connection
therewith,  with the Securities and Exchange Commission,  granting  unto
said attorneys-in-fact  and  agents,  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 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, this
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    May 27, 1998
      Louis D. Camino                                 and Director              

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

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

/s/ JOHN E. LOBBIA                                                                          
      John E. Lobbia                                   Director                             May 27, 1998
                                                       
                                                                                            
/s/ PETER J. PESTILLO     
      Peter J. Pestillo                                Director                             May 27, 1998
                                                       
                                                                                            
/s/ CLAYTON P. SHANNON    
      Clayton P. Shannon                               Director                             May 27, 1998
6
INDEX TO EXHIBITS
EXHIBIT NUMBER                                                                         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.

      5     Opinion of Rogers & Wells LLP.

      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).