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                                                               Exhibit 99

                       DESCRIPTION OF CAPITAL STOCK


General


     The authorized capital stock of Armco Inc. ("Armco") consists of (i) 
150,000,000 shares of Common Stock, par value $.01 per share ("Armco 
Common Stock"), of which, at February 28, 1997, 106,457,166 shares were 
issued and outstanding; (ii) 6,697,231 shares of Class A Preferred Stock, 
no par value ("Class A Preferred Stock"), issuable in series, of which, 
at February 28, 1997, 1,697,231 shares of Armco $2.10 Cumulative 
Convertible Preferred Stock ("$2.10 Preferred Stock") were issued and 
outstanding and 2,700,000 shares of $3.625 Cumulative Convertible 
Preferred Stock ("$3.625 Preferred Stock") were issued and outstanding; 
and of which 750,000 shares had been designated Participating Preferred 
Stock (the "Participating Preferred Stock"), none of which were issued; 
and (iii) 5,000,000 shares of Class B Preferred Stock, par value $1 per 
share ("Class B Preferred Stock"), issuable in series, of which, at 
February 28, 1997, 999,900 shares of $4.50 Cumulative Convertible 
Preferred Stock ("$4.50 Preferred Stock") were issued and outstanding.  
The Class A Preferred Stock and the Class B Preferred Stock are sometimes 
referred to herein as the "Armco Preferred Stock."  No class of 
authorized capital stock of Armco, including the Armco Common Stock, has 
preemptive or other subscription rights.

     Armco is authorized to issue the Armco Preferred Stock in one or 
more series with such designations, powers, preferences and rights, and 
qualifications, limitations or restrictions thereon, as are permitted 
under Armco's Amended Articles of Incorporation and as shall be stated in 
the resolutions providing for the issue thereof as may be adopted by the 
Armco Board of Directors.  The Class A Preferred Stock and the Class B 
Preferred Stock rank equally, whether or not dividend rates, dividend 
payment dates, redemption or liquidation prices per share of any series 
of Class A Preferred Stock differ from those of the Class B Preferred 
Stock, and the holders of Class A Preferred Stock and Class B Preferred 
Stock shall be entitled to the receipt of dividends and of the amounts 
distributable upon liquidation, dissolution or winding up, in proportion 
to their respective rates or liquidation prices, without preference or 
priority one over the other.  Shares of Class A Preferred Stock which 
shall have been purchased, redeemed or otherwise acquired by Armco, 
including shares which have been converted or exchanged into another 
class or series of capital stock or other securities of Armco, shall be 
deemed retired and shall not be reissued or resold.  Shares of Class B 
Preferred Stock purchased, redeemed or otherwise acquired by Armco will 
be restored to the status of authorized but unissued shares of Class B 
Preferred Stock, without designation as to series, and may thereafter be 
issued by the Armco Board of Directors.

     Each issued and outstanding share of Armco Preferred Stock is 
currently convertible into shares of Common Stock -- each $2.10 Preferred 
Stock share into 1.27 shares, each $4.50 Preferred Stock share into 2.22 
shares and each $3.625 Preferred Stock share into 6.78 shares; provided, 
that the conversion rights of any shares of Armco Preferred Stock called 
for redemption shall terminate at the close of business on the business 
day (or on the fifth day, in the case of the $3.625 Preferred Stock) 
preceding the date fixed for redemption, unless default shall be made in 
payment of the redemption price.  The number of shares of Armco Common 
Stock into which such Armco Preferred Stock shares are convertible is 
subject to adjustment under certain circumstances, such as splits or 
combinations of the Armco Common Stock or dividends on the Armco Common 
Stock paid in Armco Common
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Stock or non-cash assets.  In addition, under certain circumstances 
involving a Change of Control (as defined in the terms of the $3.625 
Preferred Stock), each issued and outstanding share of the $3.625 
Preferred Stock may be converted, at the option of the holder, for a 
limited period into a number of shares of Armco Common Stock determined 
by formula.  These special conversion rights of the $3.625 Preferred 
Stock may deter certain mergers, tender offers or other takeover 
attempts.

     On February 23, 1996,  the Armco Board of Directors adopted a 
Stockholder Rights Plan and declared a dividend distribution of one 
preferred stock purchase right for each outstanding share of Armco Common 
Stock to stockholders of record at the close of business on June 26, 
1996.  Each Right, when exercisable, entitles the registered holder to 
purchase from Armco a unit consisting of one two-hundredths of a share of 
Participating Preferred Stock.  Prior to the earlier of the Rights 
Distribution Date and the Expiration Date (each as hereinafter defined), 
one Right will be distributed with each share of Armco Common Stock 
issued.  See "Preferred Stock Purchase Rights."  Armco's prior existing 
Stockholder Rights Plan expired on June 26, 1996.

     The documents defining the terms of the Armco Common Stock, the 
Rights and the Armco Preferred Stock are available for inspection upon 
request at the office of the Secretary of Armco.  Such documents are also 
on file with and available for inspection at the Securities and Exchange 
Commission, 450 Fifth Street N.W., Washington, D.C. 20549, and the New 
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.  
The statements set forth below are only summaries of such terms and 
provisions and reference should be made to such documents and instruments 
for complete statements of such terms and provisions.

Dividend Rights

     Subject to the prior rights of the holders of Armco Preferred Stock 
to receive dividends in cash at the rate provided for, and subject to any 
restrictions or limitations contained in the express terms and provisions 
of any shares of Armco Preferred Stock, dividends may be declared and 
paid upon the Armco Common Stock, as and when determined by the Armco 
Board of Directors, out of funds legally available therefor.  At the 
April 23, 1993, annual meeting, Armco's shareholders voted to reduce the 
par value of Armco's common stock to $0.01 per share from $1.00 per 
share.  As a result, $102.7 million was transferred from Armco's stated 
capital account for its common stock to additional paid-in capital, 
increasing surplus from which Armco is permitted, under Ohio law, to pay 
dividends on its common and preferred stock issues.  Armco is 
incorporated in Ohio.  In addition, the corporate statute of Ohio 
provides that Ohio corporations that recognize immediately the full 
amount of their transition obligation under Statement of Financial 
Accounting Standards ("SFAS"), SFAS 106, as Armco did, could increase the 
amount available for payment of dividends by adding to the corporation's 
surplus at the time of the dividend the amount of the difference between 
the reduction in the corporation's surplus that resulted from the 
immediate recognition of the SFAS 106 transition obligation and the 
amount of the transition obligation that would have been recognized at 
the time of the dividend had the corporation elected to amortize its 
recognition of such transition obligation.  At December 31, 1996, the 
amount from which Armco is permitted to pay dividends under this 
provision was $89.3 million.  

     The express terms and provisions of the $4.50 Preferred Stock 
provide that the holders of shares of $4.50 Preferred Stock are entitled 
to receive cumulative dividends at the annual rate of $4.50 per share 
before cash dividends are paid on the Armco Common Stock.  The express 
terms and provisions of the $3.625 Preferred Stock provide that the 
holders of shares of $3.625 Preferred Stock are entitled to receive 
cumulative dividends at the annual

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rate of $3.625 per share before cash dividends are paid on the Armco 
Common Stock.  The express terms and provisions of the $2.10 Preferred 
Stock provide that the holders of shares of $2.10 Preferred Stock are 
entitled to receive cumulative dividends at the annual rate of $2.10 per 
share before cash dividends are paid on the Armco Common Stock.  If Armco 
has failed to pay any accrued cumulative dividends on any shares of Armco 
Preferred Stock or has not paid or declared and provided for the 
dividends on outstanding shares of Armco Preferred Stock for the then 
current dividend period, Armco may not purchase or redeem any shares of 
Armco Common Stock.  See "Dividend Payment Restrictions".

     As defined by the Internal Revenue Service, Armco did not have 
"current earnings or profits" in 1996.  Accordingly, all dividend 
distributions paid in 1996 should be considered a return of capital 
and/or capital gain, depending on the holder's tax basis in the stock.  
Similarly, any dividends paid by Armco on its stock in 1997 will be 
taxable as ordinary income only to the extent of Armco's "earnings and 
profits."


Voting Rights

     Except as otherwise required by law, the holders of Armco Common 
Stock, as well as the holders of Class A Preferred Stock, are entitled at 
all times to one vote for each share of such stock owned by them.  Except 
as set forth below, the holders of Class B Preferred Stock are not 
entitled to vote on any matter.

     If proper and timely notice is given by any shareholder before the 
time fixed for holding a meeting for the election of directors that such 
shareholder desires to cumulate his votes at such election, and if an 
announcement of the giving of such notice is made upon the convening of 
the meeting, each shareholder shall have the right to cumulate his votes 
and give one candidate as many votes as equal the number of directors to 
be elected multiplied by the number of votes to which he is entitled, or 
to distribute them on the same principle among as many candidates as such 
shareholder sees fit.

     Shareholders who are entitled to vote in the election of directors 
generally may nominate director candidates for election.  Such 
shareholders must deliver written notice thereof to the Secretary of 
Armco not later than (i) with respect to an election to be held at any 
annual meeting of shareholders, 90 days prior to the date one year from 
the date of the immediately preceding annual meeting of shareholders, and 
(ii) with respect to an election to be held at any special meeting of 
shareholders for the election of directors, the close of business on the 
tenth day following the date on which notice of such meeting is first 
given to shareholders.  The provision relating to director nomination may 
have the effect of delaying, deferring or preventing a change in control 
of Armco.

     In the event of a default in the payment of the equivalent of six 
quarterly dividends payable to holders of the Class A Preferred Stock or 
the Class B Preferred Stock, the respective holders of the outstanding 
shares of the Class A Preferred Stock or the Class B Preferred Stock, as 
the case may be, voting as a class, are entitled to elect two additional 
directors to serve on the Armco Board of Directors until such default is 
cured.  In addition, as a prerequisite to the adoption of (i) any 
amendment of the Armco Amended Articles of Incorporation (the "Armco 
Articles") materially altering any existing provision of the Class A 
Preferred Stock or the Class B Preferred Stock, such amendment must 
receive the affirmative approval of at least two-thirds of the 
outstanding shares of the Class A Preferred Stock or the Class B 
Preferred Stock, as the case may be, voting as a class, and (ii) any 
amendment of the Armco Articles which increases the authorized number of 
shares of the Class A Preferred Stock or the Class B Preferred Stock or 
creates any class of shares which ranks equally with or prior to the 
Class A Preferred Stock or the Class B Preferred Stock, such amendment 
must
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receive the affirmative approval of a majority of the outstanding shares 
of the Class A Preferred Stock or the Class B Preferred Stock, as the 
case may be, voting as a class.

Liquidation Rights

     In the event of any voluntary or involuntary liquidation of Armco, 
the holders of shares of the $4.50 Preferred Stock will be entitled to 
receive from the assets of Armco, prior to any payment to the holders of 
Armco Common Stock, the sum of $50 per share, plus dividends accrued and 
unpaid to the date of payment.  In the event of the voluntary liquidation 
of Armco, the holders of shares of the $2.10 Preferred Stock will be 
entitled to receive from the assets of Armco, prior to any payment to the 
holders of Armco Common Stock, the sum of $40 per share, plus dividends 
accrued and unpaid to the date of payment.  In the event of the 
involuntary liquidation of Armco, the holders of shares of the $2.10 
Preferred Stock similarly will be entitled to receive from the assets of 
Armco the sum of $15 per share, plus dividends accrued and unpaid to the 
date of payment, prior to any distribution to holders of Armco Common 
Stock.  In the event of any voluntary or involuntary liquidation of 
Armco, the holders of shares of the $3.625 Preferred Stock will be 
entitled to receive from the assets of Armco, prior to any payment to the 
holders of Armco Common Stock, the sum of $50 per share, plus dividends 
accrued and unpaid to the date of payment.  After such payments to the 
holders of Armco Preferred Stock, any remaining assets available for 
distribution to common shareholders will be distributed to the holders of 
the Armco Common Stock pro rata in accordance with their respective 
shares.

Redemptions

     Shares of the $2.10 Preferred Stock may be redeemed at Armco's 
option for a purchase price of $40 per share, plus dividends accrued and 
unpaid to the date of redemption.  Shares of the $3.625 Preferred Stock 
may be redeemed at Armco's option on or after October 15, 1996 for a 
purchase price per share starting at $52.1750 and declining, at 12-month 
intervals, to $50 on and after October 15, 2002, plus dividends accrued 
and unpaid to the date of redemption.  Shares of the $4.50 Preferred 
Stock may be redeemed at Armco's option for a purchase price of $50 per 
share, plus dividends accrued and unpaid to the date of redemption.  
Notice of any redemption of shares of Armco Preferred Stock shall be 
given not less than thirty days prior to the date fixed for redemption to 
the holders of record of the shares to be redeemed by mail to the 
respective addresses of such holders as the same shall appear on the 
stock books of Armco and, if the Armco Board of Directors so determines, 
by publication of notice in the manner prescribed by the Board of 
Directors.

Dividend Payment and Stock Purchase Restrictions

     Armco has restrictive covenants under various loan agreements 
relating to the payment of dividends on, or the purchase of, its capital 
stock.  At December 31, 1996, Armco and Armco Funding Corporation had two 
credit facilities with a group of banks to provide for borrowings up to 
$170 million on a revolving credit basis with security provided by 
certain of Armco's receivables and inventories.  Under a receivables 
purchase agreement, Armco sells substantially all its trade receivables 
to a wholly owned subsidiary, Armco Funding Corporation.  These 
receivables are used to secure a $120 million facility between Armco 
Funding Corporation and the banks.  This facility has a five-year term 
and expires in the year 2000.  Under an inventory credit facility, Armco 
has a revolving credit agreement with a group of banks providing $50 
million for revolving credit loans secured by Armco's inventories.  This 
facility has a three-year term and expires in 1998.  The inventory credit 
agreement subjects Armco to certain restrictions and covenants related 
to, among other things, minimum level requirements relating to working 
capital, net income, current ratio and interest coverage ratio.  The 
inventory credit facility permits the payment of dividends on the

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outstanding $4.50 Preferred Stock, the outstanding $3.625 Preferred Stock 
and the outstanding $2.10 Preferred Stock so long as Armco is not in 
default under the credit facility.  

     Under the terms of the inventory credit facility, Armco cannot pay 
cash dividends on its common stock.  In addition, under the terms of the 
indentures for Armco's 11.375% Senior Notes due 1999, and 9.375% Senior 
Notes due 2000, Armco can pay a dividend on the Armco Common Stock if it 
meets certain financial tests described in the indentures.  Armco does 
not expect to satisfy these tests described in such indentures during the 
remainder of 1997.  In addition to preventing Armco from paying dividends 
on the Armco Common Stock, the inability to meet such financial tests 
prohibits Armco from repurchasing its capital stock.

     Under Ohio law, at December 31, 1996, the surplus from which Armco 
is permitted to pay dividends was $89.3 million.  Under the terms of Ohio 
law, Armco is currently not permitted to purchase shares of its capital 
stock. 

Preferred Stock Purchase Rights

     The Rights are issued under a Rights Agreement between Armco and 
Fifth Third Bank.  Each Right entitles the registered holder to purchase 
a unit consisting of one two-hundredths of a share (a "Unit") of 
Participating Preferred Stock at a purchase price of $20.00 per Unit, 
subject to adjustment.

     The Rights are attached to all Armco Common Stock certificates 
representing shares outstanding, and no separate Rights Certificates were 
distributed.  The Rights will separate from the Armco Common Stock and a 
distribution date will occur upon the earliest of (i) ten business days 
following a public announcement that a person or group of affiliated or 
associated persons (an "Acquiring Person") has acquired, or obtained the 
right to acquire, beneficial ownership of 20% or more of the outstanding 
shares of Armco Common Stock (the "Stock Acquisition Date") or (ii) ten 
business days following the commencement of a tender offer or exchange 
offer that would if consummated result in a person or group beneficially 
owning 20% or more of such outstanding shares of Armco Common Stock or 
(iii) ten business days after the Board of Directors of the Company shall 
declare any Person to be an "Adverse Person," upon a determination that 
such person, alone or together with its affiliates and associates, has or 
will become the beneficial owner of 10% or more of the outstanding shares 
of Armco Common Stock (provided that any such determination shall not be 
effective until such Person has become the Beneficial Owner of 10% or 
more of the outstanding shares of Armco Common Stock) and a determination 
by at least a majority of the "Continuing Directors" (who generally are 
those directors who were directors of Armco on February 23, 1996 or who 
subsequently became directors and whose elections or nominations were 
approved by a majority of the continuing directors, including 
consultation with such persons as such directors shall deem appropriate, 
that (a) such beneficial ownership by such person is intended to cause, 
is reasonably likely to cause or will cause the Company to repurchase the 
Armco Common Stock beneficially owned by such person or to cause pressure 
on the Company take action or enter into a transaction or series of 
transactions intended to provide such person with short-term financial 
gain under circumstances where the Board of Directors determines that the 
best long-term interests of the Company and its stockholders would not be 
served by taking such action or entering into such transactions or series 
of transactions at the time or (b) such beneficial ownership is causing 
or is reasonably likely to cause a material adverse impact (including, 
but not limited to, impairment) of relationships with customers or 
impairment of the Company's ability to maintain its competitive position) 
on the business or prospects of the Company or (c) such beneficial 
ownership otherwise is determined to be not in the best interests of the 
Company and its
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stockholders, employees, customers and communities in which the Company 
and its subsidiaries do business.

     However, the Board of Directors may not declare a person to be an 
Adverse Person if, prior to the time that the person acquired 10% or more 
of the shares of Armco Common Stock then outstanding, such person 
provided to the Board of Directors in writing a statement of the person's 
purpose and intentions in connection with the proposed acquisition of 
Armco Common Stock, together with any other information reasonably 
requested of the person by the Board of Directors, and the Board of 
Directors, based on such statement and reasonable inquiry and 
investigation as it deems appropriate, determines to notify and notifies 
such person in writing that it will not declare the person to be an 
Adverse Person; provided, however, that the Board of Directors may 
expressly condition in any manner a determination not to declare a person 
an Adverse Person on such conditions as the Board of Directors may 
select, including, without limitation, such person's not acquiring more 
than a specified amount of stock and/or on such person's not taking 
actions inconsistent with the purposes and intentions disclosed by such 
person in the statement provided to the Board of Directors.  In the event 
that the Board of Directors should at any time determine, upon reasonable 
inquiry and investigation, that such person has not met or complied with 
any conditions specified by the Board of Directors, the Board of 
Directors may at any time thereafter declare the person to be an Adverse 
Person.

     Until the Distribution Date (i) the Rights will be evidenced by the 
Armco Common Stock certificates and will be transferred with and only 
with such Armco Common Stock certificates, (ii) new Armco Common Stock 
certificates issued after June 26, 1996 will contain a notation 
incorporating the Rights Agreement by reference and (iii) the surrender 
for transfer of any certificates for Armco Common Stock outstanding will 
also constitute the transfer of the Rights associated with the Armco 
Common Stock represented by such certificate.

     The Rights are not exercisable until the Distribution Date and will 
expire at the close of business on June 26, 2006, unless earlier redeemed 
by the Company as described below.

     As soon as practicable after the Distribution Date, Rights 
Certificates will be mailed to holders of record of the Armco Common 
Stock as of the close of business on the Distribution Date and, 
thereafter, the separate Rights Certificates alone will represent the 
Rights.  Except for certain issuances in connection with outstanding 
options and convertible securities and as otherwise determined by the 
Board of Directors, only shares of Armco Common Stock issued prior to the 
Distribution Date will be issued with Rights.

     In the event that the Board of Directors determines that a person is 
an Adverse Person or, at any time following the Distribution Date, a 
persons becomes the beneficial owner of 25% or more of the then-
outstanding shares of Armco Common Stock, each holder of a Right will 
thereafter have the right to receive at the time specified in the Rights 
Agreement, (x) upon exercise and payment of the exercise price, Armco 
Common Stock (or, in certain circumstances, cash, property or other 
securities of Armco) having a value equal to two times the exercise price 
of the Right or (y) at the discretion of the Board of Directors, upon 
exercise and without payment of the exercise price, Armco Common Stock 
(or, in certain circumstances, cash, property or other securities of 
Armco) having a value equal to the difference between the exercise price 
of the Right and the value of the consideration which would be payable 
under clause (x).  Notwithstanding the foregoing, following the 
occurrence of any of the events set forth in this paragraph, all Rights 
that are, or (under circumstances specified in the Rights Agreement) 
were, beneficially owned by any Acquiring Person or Adverse Person will 
be null and void.  However, Rights are not exercisable following the

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occurrence of either of the events set forth above until such time as the 
Right are no longer redeemable by Armco as set forth by Armco.

     In the event that, at any time following the Stock Acquisition Date, 
(i) Armco is acquired in a merger or other business combination 
transaction in which the Company is not the surviving corporation (other 
than a merger which follows an offer described in second preceding 
paragraph), or (ii) 50% or more of the Company's assets or earning power 
is sold or transferred, each holder of a Right (except Rights which 
previously have been voided) shall thereafter have the right to receive, 
upon exercise, common stock of the acquiring company having a value equal 
to two times the exercise price of the Right.  The events set forth are 
hereinafter referred to as the "Triggering Events."

     The Purchase Price payable, and the number of Units of Preferred 
stock or other securities or property issuable, upon exercise of the 
Rights are subject to adjustment from time to time to prevent dilution 
(i) in the event of a stock dividend on, or a subdivision, combination or 
reclassification of, the Preferred Stock, (ii) if holders of the 
Preferred Stock are granted certain rights or warrants to subscribe for 
Preferred Stock or convertible securities at less than the current market 
price of the Preferred Stock, or (iii) upon the distribution to holders 
of the Preferred Stock of evidences of indebtedness or assets (excluding 
regular quarterly cash dividends) or of subscription rights or warrants 
(other than those referred to above).

     With certain exceptions, no adjustment in the Purchase Price will be 
required until cumulative adjustments amount to at least 1% of the 
Purchase Price.  No fractional Units will be issued and, in lieu thereof, 
an adjustment in cash will be made based on the market price of the 
Preferred Stock on the last trading date prior to the date of exercise.

     In general, the Company may redeem the Rights in whole, but not in 
part, at a price of $0.0025 per Right, at any time until 10 business days 
following the Stock Acquisition Date; provided, however, that with 
certain exceptions the Company shall be so entitled to redeem the Rights 
only if the Board of Directors then consists of a majority of Continuing 
Directors.  Moreover, redemption would not be permitted after 10 business 
days following the effective date of any declaration by the Board of 
Directors that any persons an Adverse Person.  After the redemption 
period has expired, the Company's right of redemption may be reinstated 
if an Acquiring Person or Adverse Person reduces his beneficial ownership 
to less than 105 of the outstanding shares of Armco Common Stock in a 
transaction or series of transactions not involving the Company and there 
are no other Acquiring Persons or Adverse Persons.  Immediately upon the 
action of the Board of Directors ordering redemption of the Rights, the 
Rights will terminate and the only right of the holders of Rights will be 
to receive the $0.0025 redemption price.

     Until a Right is exercised, the holder thereof, as such, will have 
no rights as a stockholder of the Company, including, without limitation, 
the right to vote or to receive dividends.  While the distribution of the 
Rights will not be taxable to stockholders or to the Company, 
stockholders may, depending upon the circumstances, recognize taxable 
income in the event that the Rights become exercisable for stock (or 
other consideration) of the Company or for common stock of the acquiring 
company as set forth above.

     Other than those provisions relating to the principal economic terms 
of the Rights, any of the provisions of the Rights Agreement may be 
amended by the Board of Directors of the Company prior to the 
Distribution Date.  After the Distribution Date, the provisions of the 
Rights Agreement may be amended by the Board in order to cure any 
ambiguity, to make changes which do not adversely affect the interests of 
holders of Rights (excluding the interests of any Acquiring Person or 
Adverse Person), or to shorten or lengthen any time

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period under the Rights Agreement; provided, however, that no amendment 
to adjust the time period governing redemption shall be made when the 
Rights are not redeemable; and provided further, that any amendment to 
the redemption provision shall be effective only if the Board of 
Directors consists of a majority of Continuing Directors.


Participating Preferred Stock

     The Participating Preferred Stock purchasable upon exercise of the 
Rights will be non-redeemable and will rank in parity with all other 
series of Armco Preferred Stock as to the payment of dividends and 
distribution of assets.  Each share of Participating Preferred Stock will 
be entitled to receive a preferential quarterly dividend equal to the 
greater of (i) $75 or (ii), subject to certain adjustments, 200 times all 
dividends or other distributions, other than a dividend payable in shares 
of Armco Common Stock or a subdivision of the outstanding shares of Armco 
Common Stock, declared on the Armco Common Stock, since the last dividend 
payment date.  In the event of any liquidation of Armco, the holders of 
the Participating Preferred Stock will receive a preferred liquidation 
payment of $7,000 per share, plus an amount equal to accrued and unpaid 
dividends and distributions thereon, and, if greater, will be entitled to 
receive an aggregate liquidation payment equal to 200 times the payment 
made per share of Armco Common Stock, subject to certain adjustments.  
Each share of Participating Preferred Stock will have one vote.  The 
Participating Preferred Stock is not convertible into Armco Common Stock 
or any other security of Armco, and is not redeemable.  The foregoing 
rights of the Participating Preferred Stock are protected against 
dilution in the event additional shares of Armco Preferred Stock or other 
capital stock are issued pursuant to a stock split, stock dividend or 
similar recapitalization.  

Miscellaneous

     The Armco Common Stock has no conversion rights, and there are no 
redemption or sinking fund provisions applicable thereto.

     The Fifth Third Bank is transfer agent and registrar for the Armco 
Common Stock, $2.10 Preferred Stock, $3.625 Preferred Stock and $4.50 
Preferred Stock.

     The Armco Common Stock, $2.10 Preferred Stock, $3.625 Preferred 
Stock and $4.50 Preferred Stock are traded on the New York Stock 
Exchange, the principal market therefor.  In addition, the Armco Common 
Stock is traded on the Midwest Stock Exchange and other regional 
exchanges.
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