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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A-1

(Mark One)

|    |  |                                                                                     
|--- |  | ------------------------------------------------------------------------------------
|[X] |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended December 31, 2002

OR

|     |  |                                                                                         
|---- |  | ----------------------------------------------------------------------------------------
|[  ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from  to

Commission File Number 1-12852

ROUGE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

|                                                    |  |                    
|--------------------------------------------------- |  | -------------------
|DELAWARE                                            |  | 38-3340770         
|(State or other jurisdiction of                     |  | (IRS Employer      
|incorporation or organization)                      |  | Identification No.)
|                                                    |  |                    
|3001 Miller Road, P.O. Box 1699, Dearborn, Michigan |  | 48121-1699         
|(Address of principal executive offices)            |  | (Zip Code)         

(313) 317-8900
(Registrants telephone number, including area code)

|                                                            |  |  |  |                        
|----------------------------------------------------------- |  |  |  | -----------------------
|Securities registered pursuant to Section 12(b) of the Act: |  |  |  |                        
|                                                            |  |  |  |                        
|                                                            |  |  |  | Name of each exchange  
|Title of each class                                         |  |  |  | on which registered    
|                                                            |  |  |  |                        
|Class A Common Stock, $0.01 par value                       |  |  |  | New York Stock Exchange
|                                                            |  |  |  |                        
|Securities registered pursuant to Section 12(g) of the Act: |  |  |  |                        
|None                                                        |  |  |  |                        

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

YESü          NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ü]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

YES          NOü

Based upon the closing price of the Class A Common Stock on February 5, 2003,
as reported on the New York Stock Exchange composite tape (as reported by the
Wall Street Journal), the aggregate market value of registrants Class A Common
Stock held by nonaffiliates of registrant as of such date was $12,147,632.

The number of shares of common stock issued and outstanding as of February 5,
2003 was 22,247,554. This amount includes 15,107,154 shares of Class A Common
Stock and 7,140,400 shares of Class B Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

Selected portions of the 2003 Proxy Statement of Rouge Industries, Inc. are
incorporated by reference into Part III of this Form 10-K to the extent
provided herein.





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|                                            |  |  |  |  |  |  |  | 
|------------------------------------------- |  |  |  |  |  |  |  | 
|EXPLANATORY NOTE                           
|PART IV                                    
|SIGNATURES                                 
|Oxygen, Nitrogen and Argon Supply Agreement



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EXPLANATORY NOTE

This report on Form 10-K/A-1 is being filed to
amend Item 15, the Exhibit Index and Exhibit 10.10 of the Annual Report on Form
10-K for the year ended December 31, 2002 filed with the Securities and
Exchange Commission on February 14, 2003. The amendment is required to
identify confidential portions of an exhibit for which confidential treatment
was requested. The exhibit index is amended to indicate that Exhibit 10.10 has
had information omitted pursuant to a request for confidential treatment.
Exhibit 10.10 is amended to indicate that such confidential information has
been filed separately with the Securities and Exchange Commission.
This information should be read in conjunction with information filed
subsequent to February 14, 2003 that is included in the Quarterly
Report on Form 10-Q for the quarter ended March 31, 2003.

2



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The following information replaces Item 15, the Exhibit Index and
Exhibit 10.10 in their entirety.




PART IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.



| |  |  | (a) Documents filed as part of this Report:                                                                                                      
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | (1) A list of the financial statements filed as part of
this report is submitted as a separate section, the index to
which is located on page 43.
|
| |  |  | (2) A list of financial statement schedules required to
be filed by Item 8 is located on page 43.                                                
|
| |  |  | (3) Exhibits:                                                                                                                                    

The following exhibits are included in this report or incorporated herein
by reference:

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|Number  |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.1     |  | Agreement and Plan of Merger dated July 20, 1997, by and
among the Registrant, Rouge Steel Company (Rouge Steel) and Rouge
Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1
to the Registrants Registration Statement on Form 8-B (the Form 8-B)).                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.1     |  | Amended and Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference to Exhibit 3.1 to the
Form 8-B).                                                                                                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.2     |  | Amended and Restated By-Laws of the Registrant
(incorporated herein by reference to Exhibit 3.2 to the Form 8-B).                                                                                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.1     |  | Amended and Restated Stockholders Agreement dated as of
November 14, 1996, among the Registrant, Carl L. Valdiserri and
Worthington Industries, Inc. (Worthington) (incorporated herein
by reference to Exhibit 10.3 to the Registrants 1996 Annual Report
on Form 10-K (Commission File Number 1-12852) (the 1996 Form
10-K)).                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.2     |  | First Amendment to Amended and Restated Stockholders
Agreement dated July 20, 1997, by and among Rouge Steel, the
Registrant, Carl L. Valdiserri and Worthington (incorporated herein
by reference to Exhibit 4.1 to the Form 8-B).                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.1    |  | Loan and Security Agreement dated March 13, 2001 among
Rouge Steel, the Registrant, QS Steel Inc. (QS Steel), Eveleth
Taconite Company (Eveleth), the financial institutions parties
thereto and Congress Financial Corporation (Congress)
(incorporated herein by reference to Exhibit 10.8 to the
Registrants 2000 Annual Report on Form 10-K (Commission File
Number 1-12852) (the 2000 Form 10-K)).

3



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|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                    
|Number  |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.2    |  | Amendment No. 1 to Loan and Security Agreement dated as of November 21,
2001 by and among Rouge Steel, the Registrant, QS Steel, Eveleth, the
financial institutions party thereto and Congress (incorporated herein by
reference to Exhibit 99.3 to the Registrants Current Report on Form 8-K
dated December 5, 2001 (the December 5, 2001 8-K)).                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.3    |  | Amendment No. 2 to Loan and Security Agreement dated as of July 12, 2002
by and among Rouge Steel, the Registrant, QS Steel, Eveleth, the financial
institutions party thereto and Congress (incorporated herein by reference
to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the
Quarterly Period Ended September 30, 2002 (the Third Quarter 2002
10-Q)).
|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.4    |  | Subordinated Loan and Security Agreement dated as of November 21, 2001
among Rouge Steel, the Registrant, QS Steel, Eveleth and Ford Motor
Company (Ford) (incorporated herein by reference to Exhibit 99.2 to the
December 5, 2001 8-K).                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.5    |  | Amendment No. 2 to Subordinated Loan and Security Agreement dated as of
July 12, 2002 among Rouge Steel, the Registrant, QS Steel, Eveleth and
Ford (incorporated herein by reference to Exhibit 10.3 to the Third
Quarter 2002 10-Q).                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.6+   |  | Amendment No. 3 to Subordinated Loan and Security Agreement dated as of
October 28, 2002 by and among Rouge Steel, the Registrant, QS Steel,
Eveleth and Ford.                                                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.7    |  | Subordinated Loan and Security Agreement dated July 12, 2002 by and among
Rouge Steel, the Registrant, QS Steel, Eveleth and Cleveland-Cliffs Inc
(Cleveland-Cliffs) (incorporated herein by reference to Exhibit 10.1 to
the Third Quarter 2002 10-Q).                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.8    |  | Amended and Restated Intercreditor and Subordination Agreement dated as
of July 12, 2002 by and among Congress, Cleveland-Cliffs and Ford
(incorporated herein by reference to Exhibit 10.5 to the Third Quarter
2002 10-Q).                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.9    |  | Purchase and Sale Agreement dated as of December 15, 1989, between Ford
and Marico Acquisition Corp. (Marico) (incorporated herein by reference
to Exhibit 10.10 to the Companys Registration Statement on Form S-1
(Registration No. 33-74698) (the S-1 Registration Statement)).                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.10+# |  | Oxygen, Nitrogen, and Argon Supply Agreement dated as of December 1,
2002, between Praxair, Inc. and Rouge Steel.                                                                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.11   |  | Powerhouse Joint Operating Agreement dated as of December 15, 1989,
between Rouge Steel and Ford (incorporated herein by reference to Exhibit
10.21 to the S-1 Registration Statement).                                                                                                                                                                                            

4



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|        |  |                                                                                                                                                                                                                                                                                                     
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                     
|Number  |  | Description of Exhibit                                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                     
|10.12   |  | Natural Gas Operating Agreement dated as of December 15, 1989
between Rouge Steel and Ford (incorporated herein by reference to
Exhibit 10.25 to the S-1 Registration Statement).                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                                     
|10.13   |  | Joint Venture Agreement dated as of November 30, 1984 (the Joint
Venture Agreement), between United States Steel Corporation (USS)
and Rouge Steel (incorporated herein by reference to Exhibit 10.23 to
the S-1 Registration Statement).                                                       
|        |  |                                                                                                                                                                                                                                                                                                     
|10.14   |  | Amendment to Joint Venture Agreement (incorporated herein by
reference to Exhibit 10.24 to the S-1 Registration Statement).                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                     
|10.15   |  | Operating Agreement of Delaco Processing, L.L.C. dated as of
September 3, 1997 by and between QS Steel and Delaco Supreme Tool &
Gear Co. (incorporated herein by reference to Exhibit 10.18 to the
Registrants 1997 Annual Report on Form 10-K (Commission File Number
1-12858)).                 
|        |  |                                                                                                                                                                                                                                                                                                     
|10.16   |  | Operating Agreement of Spartan Steel Coating, L.L.C. dated as of
November 14, 1996 among QS Steel and Worthington Steel (incorporated
herein by reference to Exhibit 10.18 to the 1996 Form 10-K).                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                     
|10.17   |  | Member Control Agreement of Eveleth Mines LLC dated as of December
2, 1996 between Virginia Horn Taconite Company, Eveleth and Ontario
Eveleth Company (incorporated herein by reference to Exhibit 10.21 to
the 1996 Form 10-K).                                                                   
|        |  |                                                                                                                                                                                                                                                                                                     
|10.18   |  | Pellet Sale and Purchase Agreement dated as of January 1, 1997 by
and between Eveleth Mines LLC and Rouge Steel (incorporated herein by
reference to Exhibit 10.20 to the 1996 Form 10-K).                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                     
|10.19   |  | Pellet Sale and Purchase and Trade Agreement dated as of January
1, 1991 by and between The Cleveland-Cliffs Iron Company (Cliffs) and
the Registrant (the Pellet Sales and Purchase and Trade Agreement)
(incorporated herein by reference to Exhibit 10.31 to the S-1
Registration Statement).
|        |  |                                                                                                                                                                                                                                                                                                     
|10.20   |  | Letter Agreement dated May 16, 2002 between Rouge Steel and Cliffs
amending the Pellet Sales and Purchase and Trade Agreement
(incorporated herein by reference to Exhibit 10.6 to the Third Quarter
2002 10-Q).                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                     
|10.21   |  | Electricity Sales Agreement between Rouge Steel and Dearborn
Industrial Generation, L.L.C. dated as of January 13, 1999
(incorporated herein by reference to Exhibit 10.27 to the 2000 Form
10-K).                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                     
|10.22   |  | Steam Sales Agreement between Rouge Steel and Dearborn Industrial
Generation, L.L.C. dated as of January 13, 1999 (incorporate herein by
reference to Exhibit 10.28 to the 2000 Form 10-K).                                                                                                         

5



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|        |  |                                                                                                                                                                                                                                                   
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                   
|Number  |  | Description of Exhibit                                                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                   
|10.23   |  | Ground Lease Between Rouge Steel and Dearborn Industrial
Generation, L.L.C. dated as of June 30, 1999 (incorporated herein by
reference to Exhibit 10.29 to the 2000 Form 10-K).                                                                  
|        |  |                                                                                                                                                                                                                                                   
|10.24   |  | Purchase Option Agreement by and between Dearborn Industrial
Generation, L.L.C., Rouge Steel and Ford dated as of May 31, 2000
(incorporated herein by reference to Exhibit 10.30 to the 2000 Form
10-K).                                         
|        |  |                                                                                                                                                                                                                                                   
|10.25   |  | Easement Agreement by and among Rouge Steel, Ford, Double Eagle
Steel Coating Company and Dearborn Industrial Generation, L.L.C. dated
as of May 31, 2000 (incorporated herein by reference to Exhibit 10.31
to the 2000 Form 10-K).              
|        |  |                                                                                                                                                                                                                                                   
|10.26   |  | Blast Furnace Gas Purchase Agreement by and among Rouge Steel and
Dearborn Industrial Generation, L.L.C. dated as of January 13, 1999
(incorporated herein by reference to Exhibit 10.32 to the 2000 Form
10-K).                                  
|        |  |                                                                                                                                                                                                                                                   
|10.27   |  | Amended and Restated Information Systems Services Agreement
between Rouge Steel and Perot Systems Corporation dated as of April 1,
2000 (incorporated herein by reference to Exhibit 10.33 to the 2000
Form 10-K).                                
|        |  |                                                                                                                                                                                                                                                   
|10.28   |  | Master Lease between Bank One, Michigan and Rouge Steel dated as
of May 14, 1997 (incorporated herein by reference to Exhibit 10.34 to
the 2000 Form 10-K).                                                                                       
|        |  |                                                                                                                                                                                                                                                   
|10.29   |  | Consent Decree dated as of June 11, 2002 between Rouge Steel, the
U.S. Department of Justice, Wayne County and the Michigan Department of
Environmental Quality (incorporated herein by reference to Exhibit 10.7
to the Third Quarter 2002 10-Q).
|        |  |                                                                                                                                                                                                                                                   
|10.30** |  | Rouge Steel Company Savings Plan for Salaried Employees
(incorporated herein by reference to Exhibit 4.1 to the Companys
Registration Statement on Form S-8 (Registration No. 33-88520) (the
Form S-8 Registration Statement)).                
|        |  |                                                                                                                                                                                                                                                   
|10.31** |  | Amendment to Rouge Steel Company Savings Plan for Salaried Employees
(incorporated herein by reference to Exhibit 10.3 to the Form 8-B).                                                                                                          
|        |  |                                                                                                                                                                                                                                                   
|10.32   |  | Rouge Steel Company Tax-Efficient Savings Plan for Hourly
Employees (incorporated herein by reference to Exhibit 4.2 to the Form
S-8 Registration Statement).                                                                                     
|        |  |                                                                                                                                                                                                                                                   
|10.33   |  | Amendment to Rouge Steel Company Tax-Efficient Savings Plan for
Hourly Employees (incorporated herein by reference to Exhibit 10.4 to
the Form 8-B).                                                                                              
|        |  |                                                                                                                                                                                                                                                   
|10.34   |  | Rouge Steel Company Profit Sharing Plan for Salaried Employees
(incorporated herein by reference to Exhibit 10.38 to the S-1
Registration Statement).                                                                                             
|        |  |                                                                                                                                                                                                                                                   
|10.35** |  | Rouge Steel Company Incentive Compensation Plan (incorporated herein
by reference to Exhibit 10.39 to the S-1 Registration Statement).                                                                                                            

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|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|Number  |                                                                                                                                                                                                     | Description of Exhibit                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|10.36** |                                                                                                                                                                                                     | Rouge Steel Company Amended and Restated Stock Incentive Plan
(incorporated herein by reference to Exhibit 10.1 to the Form 8-B).                                                                                                                
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|10.37** |                                                                                                                                                                                                     | First Amendment to Rouge Steel Company Amended and Restated Stock
Incentive Plan (incorporated herein by reference to Exhibit 10.34 to the
Registrants 1999 Annual Report on Form 10-K (Commission File Number
1-12852) (the 1999 Form 10-K)).
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|10.38** |                                                                                                                                                                                                     | Rouge Steel Company 1998 Stock Incentive Plan (incorporated herein by
reference to Exhibit 10.35 to the 1999 Form 10-K).                                                                                                                         
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|10.39** |                                                                                                                                                                                                     | First Amendment to Rouge Steel Company 1998 Stock Incentive Plan
(incorporated herein by reference to Exhibit 10.36 to the 1999 Form 10-K).                                                                                                      
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|10.40** |                                                                                                                                                                                                     | Rouge Steel Company Retirement Plan for Salaried Employees
(incorporated herein by reference to Exhibit 10.41 to the S-1 Registration
Statement).                                                                                                
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|10.41** |                                                                                                                                                                                                     | Amended and Restated Supplemental Executive Retirement Plan
(incorporated herein by reference to Exhibit 10.38 to the 1999 Form 10-K).                                                                                                           
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|10.42** |                                                                                                                                                                                                     | Amended and Restated Rouge Steel Company Benefit Restoration Plan
(incorporated herein by reference to Exhibit 10.39 to the 1999 Form 10-K).                                                                                                     
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|10.43** |                                                                                                                                                                                                     | Rouge Steel Company Amended and Restated Outside Director Equity Plan
(incorporated herein by reference to Exhibit 10.2 to the Form 8-B).                                                                                                        
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|21+     |                                                                                                                                                                                                     | List of Subsidiaries.                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|23+     |                                                                                                                                                                                                     | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                                           
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|99.1+   |                                                                                                                                                                                                     | CEO Certification                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|99.2+   |                                                                                                                                                                                                     | CFO Certification                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|+       | Filed with Annual Report on Form 10-K on February 14, 2003.                                                                                                                                        
|#       | Certain portions of this exhibit have been omitted pursuant to a
request for confidential treatment. The omitted information has been
filed separately with the Securities and Exchange Commission.
|**      | Compensatory plans in which the Registrants directors and executive
officers participate.                                                                                                         

| |     |                                                                                                
| | --- | -----------------------------------------------------------------------------------------------
| | (b) | The Company did not file a Current Report on Form 8-K during the
fourth quarter of 2002.       
| |     |                                                                                                
| | (c) | The exhibits listed under Item 14(a)(3) are filed herewith or
incorporated herein by reference.
| |     |                                                                                                
| | (d) | The financial statement schedule listed under Item 14(a)(2) is
filed herewith.                 

7



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report on
Form 10-K/A-1 to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 29th day of May 2003.

| |  |                                                                                                                        
| |  | -----------------------------------------------------------------------------------------------------------------------
| |  | ROUGE INDUSTRIES, INC.                                                                                                 
| |  |                                                                                                                        
| |  |                                                                                                                        
| |  | By:  /s/ Gary P. Latendresse
Name:   Gary P. Latendresse
Title:   Vice Chairman and
            Chief Financial Officer





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EXHIBIT INDEX

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|Number  |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.1     |  | Agreement and Plan of Merger dated July 20, 1997, by and
among the Registrant, Rouge Steel Company (Rouge Steel) and Rouge
Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1
to the Registrants Registration Statement on Form 8-B (the Form 8-B)).                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.1     |  | Amended and Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference to Exhibit 3.1 to the
Form 8-B).                                                                                                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.2     |  | Amended and Restated By-Laws of the Registrant
(incorporated herein by reference to Exhibit 3.2 to the Form 8-B).                                                                                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.1     |  | Amended and Restated Stockholders Agreement dated as of
November 14, 1996, among the Registrant, Carl L. Valdiserri and
Worthington Industries, Inc. (Worthington) (incorporated herein
by reference to Exhibit 10.3 to the Registrants 1996 Annual Report
on Form 10-K (Commission File Number 1-12852) (the 1996 Form
10-K)).                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.2     |  | First Amendment to Amended and Restated Stockholders
Agreement dated July 20, 1997, by and among Rouge Steel, the
Registrant, Carl L. Valdiserri and Worthington (incorporated herein
by reference to Exhibit 4.1 to the Form 8-B).                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.1    |  | Loan and Security Agreement dated March 13, 2001 among
Rouge Steel, the Registrant, QS Steel Inc. (QS Steel), Eveleth
Taconite Company (Eveleth), the financial institutions parties
thereto and Congress Financial Corporation (Congress)
(incorporated herein by reference to Exhibit 10.8 to the
Registrants 2000 Annual Report on Form 10-K (Commission File
Number 1-12852) (the 2000 Form 10-K)).





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|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                    
|Number  |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.2    |  | Amendment No. 1 to Loan and Security Agreement dated as of November 21,
2001 by and among Rouge Steel, the Registrant, QS Steel, Eveleth, the
financial institutions party thereto and Congress (incorporated herein by
reference to Exhibit 99.3 to the Registrants Current Report on Form 8-K
dated December 5, 2001 (the December 5, 2001 8-K)).                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.3    |  | Amendment No. 2 to Loan and Security Agreement dated as of July 12, 2002
by and among Rouge Steel, the Registrant, QS Steel, Eveleth, the financial
institutions party thereto and Congress (incorporated herein by reference
to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the
Quarterly Period Ended September 30, 2002 (the Third Quarter 2002
10-Q)).
|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.4    |  | Subordinated Loan and Security Agreement dated as of November 21, 2001
among Rouge Steel, the Registrant, QS Steel, Eveleth and Ford Motor
Company (Ford) (incorporated herein by reference to Exhibit 99.2 to the
December 5, 2001 8-K).                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.5    |  | Amendment No. 2 to Subordinated Loan and Security Agreement dated as of
July 12, 2002 among Rouge Steel, the Registrant, QS Steel, Eveleth and
Ford (incorporated herein by reference to Exhibit 10.3 to the Third
Quarter 2002 10-Q).                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.6+   |  | Amendment No. 3 to Subordinated Loan and Security Agreement dated as of
October 28, 2002 by and among Rouge Steel, the Registrant, QS Steel,
Eveleth and Ford.                                                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.7    |  | Subordinated Loan and Security Agreement dated July 12, 2002 by and among
Rouge Steel, the Registrant, QS Steel, Eveleth and Cleveland-Cliffs Inc
(Cleveland-Cliffs) (incorporated herein by reference to Exhibit 10.1 to
the Third Quarter 2002 10-Q).                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.8    |  | Amended and Restated Intercreditor and Subordination Agreement dated as
of July 12, 2002 by and among Congress, Cleveland-Cliffs and Ford
(incorporated herein by reference to Exhibit 10.5 to the Third Quarter
2002 10-Q).                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.9    |  | Purchase and Sale Agreement dated as of December 15, 1989, between Ford
and Marico Acquisition Corp. (Marico) (incorporated herein by reference
to Exhibit 10.10 to the Companys Registration Statement on Form S-1
(Registration No. 33-74698) (the S-1 Registration Statement)).                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.10+# |  | Oxygen, Nitrogen, and Argon Supply Agreement dated as of December 1,
2002, between Praxair, Inc. and Rouge Steel.                                                                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.11   |  | Powerhouse Joint Operating Agreement dated as of December 15, 1989,
between Rouge Steel and Ford (incorporated herein by reference to Exhibit
10.21 to the S-1 Registration Statement).                                                                                                                                                                                            





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##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                     
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                     
|Number  |  | Description of Exhibit                                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                     
|10.12   |  | Natural Gas Operating Agreement dated as of December 15, 1989
between Rouge Steel and Ford (incorporated herein by reference to
Exhibit 10.25 to the S-1 Registration Statement).                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                                     
|10.13   |  | Joint Venture Agreement dated as of November 30, 1984 (the Joint
Venture Agreement), between United States Steel Corporation (USS)
and Rouge Steel (incorporated herein by reference to Exhibit 10.23 to
the S-1 Registration Statement).                                                       
|        |  |                                                                                                                                                                                                                                                                                                     
|10.14   |  | Amendment to Joint Venture Agreement (incorporated herein by
reference to Exhibit 10.24 to the S-1 Registration Statement).                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                     
|10.15   |  | Operating Agreement of Delaco Processing, L.L.C. dated as of
September 3, 1997 by and between QS Steel and Delaco Supreme Tool &
Gear Co. (incorporated herein by reference to Exhibit 10.18 to the
Registrants 1997 Annual Report on Form 10-K (Commission File Number
1-12858)).                 
|        |  |                                                                                                                                                                                                                                                                                                     
|10.16   |  | Operating Agreement of Spartan Steel Coating, L.L.C. dated as of
November 14, 1996 among QS Steel and Worthington Steel (incorporated
herein by reference to Exhibit 10.18 to the 1996 Form 10-K).                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                     
|10.17   |  | Member Control Agreement of Eveleth Mines LLC dated as of December
2, 1996 between Virginia Horn Taconite Company, Eveleth and Ontario
Eveleth Company (incorporated herein by reference to Exhibit 10.21 to
the 1996 Form 10-K).                                                                   
|        |  |                                                                                                                                                                                                                                                                                                     
|10.18   |  | Pellet Sale and Purchase Agreement dated as of January 1, 1997 by
and between Eveleth Mines LLC and Rouge Steel (incorporated herein by
reference to Exhibit 10.20 to the 1996 Form 10-K).                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                     
|10.19   |  | Pellet Sale and Purchase and Trade Agreement dated as of January
1, 1991 by and between The Cleveland-Cliffs Iron Company (Cliffs) and
the Registrant (the Pellet Sales and Purchase and Trade Agreement)
(incorporated herein by reference to Exhibit 10.31 to the S-1
Registration Statement).
|        |  |                                                                                                                                                                                                                                                                                                     
|10.20   |  | Letter Agreement dated May 16, 2002 between Rouge Steel and Cliffs
amending the Pellet Sales and Purchase and Trade Agreement
(incorporated herein by reference to Exhibit 10.6 to the Third Quarter
2002 10-Q).                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                     
|10.21   |  | Electricity Sales Agreement between Rouge Steel and Dearborn
Industrial Generation, L.L.C. dated as of January 13, 1999
(incorporated herein by reference to Exhibit 10.27 to the 2000 Form
10-K).                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                     
|10.22   |  | Steam Sales Agreement between Rouge Steel and Dearborn Industrial
Generation, L.L.C. dated as of January 13, 1999 (incorporate herein by
reference to Exhibit 10.28 to the 2000 Form 10-K).                                                                                                         





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##### Table of Contents



|        |  |                                                                                                                                                                                                                                                   
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                   
|Number  |  | Description of Exhibit                                                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                   
|10.23   |  | Ground Lease Between Rouge Steel and Dearborn Industrial
Generation, L.L.C. dated as of June 30, 1999 (incorporated herein by
reference to Exhibit 10.29 to the 2000 Form 10-K).                                                                  
|        |  |                                                                                                                                                                                                                                                   
|10.24   |  | Purchase Option Agreement by and between Dearborn Industrial
Generation, L.L.C., Rouge Steel and Ford dated as of May 31, 2000
(incorporated herein by reference to Exhibit 10.30 to the 2000 Form
10-K).                                         
|        |  |                                                                                                                                                                                                                                                   
|10.25   |  | Easement Agreement by and among Rouge Steel, Ford, Double Eagle
Steel Coating Company and Dearborn Industrial Generation, L.L.C. dated
as of May 31, 2000 (incorporated herein by reference to Exhibit 10.31
to the 2000 Form 10-K).              
|        |  |                                                                                                                                                                                                                                                   
|10.26   |  | Blast Furnace Gas Purchase Agreement by and among Rouge Steel and
Dearborn Industrial Generation, L.L.C. dated as of January 13, 1999
(incorporated herein by reference to Exhibit 10.32 to the 2000 Form
10-K).                                  
|        |  |                                                                                                                                                                                                                                                   
|10.27   |  | Amended and Restated Information Systems Services Agreement
between Rouge Steel and Perot Systems Corporation dated as of April 1,
2000 (incorporated herein by reference to Exhibit 10.33 to the 2000
Form 10-K).                                
|        |  |                                                                                                                                                                                                                                                   
|10.28   |  | Master Lease between Bank One, Michigan and Rouge Steel dated as
of May 14, 1997 (incorporated herein by reference to Exhibit 10.34 to
the 2000 Form 10-K).                                                                                       
|        |  |                                                                                                                                                                                                                                                   
|10.29   |  | Consent Decree dated as of June 11, 2002 between Rouge Steel, the
U.S. Department of Justice, Wayne County and the Michigan Department of
Environmental Quality (incorporated herein by reference to Exhibit 10.7
to the Third Quarter 2002 10-Q).
|        |  |                                                                                                                                                                                                                                                   
|10.30** |  | Rouge Steel Company Savings Plan for Salaried Employees
(incorporated herein by reference to Exhibit 4.1 to the Companys
Registration Statement on Form S-8 (Registration No. 33-88520) (the
Form S-8 Registration Statement)).                
|        |  |                                                                                                                                                                                                                                                   
|10.31** |  | Amendment to Rouge Steel Company Savings Plan for Salaried Employees
(incorporated herein by reference to Exhibit 10.3 to the Form 8-B).                                                                                                          
|        |  |                                                                                                                                                                                                                                                   
|10.32   |  | Rouge Steel Company Tax-Efficient Savings Plan for Hourly
Employees (incorporated herein by reference to Exhibit 4.2 to the Form
S-8 Registration Statement).                                                                                     
|        |  |                                                                                                                                                                                                                                                   
|10.33   |  | Amendment to Rouge Steel Company Tax-Efficient Savings Plan for
Hourly Employees (incorporated herein by reference to Exhibit 10.4 to
the Form 8-B).                                                                                              
|        |  |                                                                                                                                                                                                                                                   
|10.34   |  | Rouge Steel Company Profit Sharing Plan for Salaried Employees
(incorporated herein by reference to Exhibit 10.38 to the S-1
Registration Statement).                                                                                             
|        |  |                                                                                                                                                                                                                                                   
|10.35** |  | Rouge Steel Company Incentive Compensation Plan (incorporated herein
by reference to Exhibit 10.39 to the S-1 Registration Statement).                                                                                                            





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##### Table of Contents



|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|Number  |                                                                                                                                                                                                     | Description of Exhibit                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|10.36** |                                                                                                                                                                                                     | Rouge Steel Company Amended and Restated Stock Incentive Plan
(incorporated herein by reference to Exhibit 10.1 to the Form 8-B).                                                                                                                
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|10.37** |                                                                                                                                                                                                     | First Amendment to Rouge Steel Company Amended and Restated Stock
Incentive Plan (incorporated herein by reference to Exhibit 10.34 to the
Registrants 1999 Annual Report on Form 10-K (Commission File Number
1-12852) (the 1999 Form 10-K)).
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|10.38** |                                                                                                                                                                                                     | Rouge Steel Company 1998 Stock Incentive Plan (incorporated herein by
reference to Exhibit 10.35 to the 1999 Form 10-K).                                                                                                                         
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|10.39** |                                                                                                                                                                                                     | First Amendment to Rouge Steel Company 1998 Stock Incentive Plan
(incorporated herein by reference to Exhibit 10.36 to the 1999 Form 10-K).                                                                                                      
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|10.40** |                                                                                                                                                                                                     | Rouge Steel Company Retirement Plan for Salaried Employees
(incorporated herein by reference to Exhibit 10.41 to the S-1 Registration
Statement).                                                                                                
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|10.41** |                                                                                                                                                                                                     | Amended and Restated Supplemental Executive Retirement Plan
(incorporated herein by reference to Exhibit 10.38 to the 1999 Form 10-K).                                                                                                           
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|10.42** |                                                                                                                                                                                                     | Amended and Restated Rouge Steel Company Benefit Restoration Plan
(incorporated herein by reference to Exhibit 10.39 to the 1999 Form 10-K).                                                                                                     
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|10.43** |                                                                                                                                                                                                     | Rouge Steel Company Amended and Restated Outside Director Equity Plan
(incorporated herein by reference to Exhibit 10.2 to the Form 8-B).                                                                                                        
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|21+     |                                                                                                                                                                                                     | List of Subsidiaries.                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|23+     |                                                                                                                                                                                                     | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                                           
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|99.1+   |                                                                                                                                                                                                     | CEO Certification                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|99.2+   |                                                                                                                                                                                                     | CFO Certification                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                  
|+       | Filed herewith.                                                                                                                                                                                    
|#       | Certain portions of this exhibit have been omitted pursuant to a
request for confidential treatment. The omitted information has been
filed separately with the Securities and Exchange Commission.
|**      | Compensatory plans in which the Registrants directors and executive
officers participate.                                                                                                         

| |     |                                                                                                
| | --- | -----------------------------------------------------------------------------------------------
| | (b) | The Company did not file a Current Report on Form 8-K during the
fourth quarter of 2002.       
| |     |                                                                                                
| | (c) | The exhibits listed under Item 14(a)(3) are filed herewith or
incorporated herein by reference.
| |     |                                                                                                
| | (d) | The financial statement schedule listed under Item 14(a)(2) is
filed herewith.