Exhibit 3.1

                              CERTIFICATE OF AMENDMENT
                                    BY DIRECTORS
                                          OF
                                      ARMCO INC.


     The undersigned, James F. Will, Chairman of the Board, Chief Executive 
Officer and President and Gary R. Hildreth, Secretary of Armco Inc., an Ohio 
corporation (the "Corporation"), DO HEREBY CERTIFY for and on behalf of the 
Corporation as follows:

     A.  The following resolution to amended the Corporation's articles was 
adopted by the Board of Directors of the Corporation, pursuant to Section 
1701.70(B) (3), at a meeting of such Board of Directors duly called and held 
on February 23, 1996, at which a quorum was present, to reduce the authorized 
number of shares of the Corporation's Class A Preferred Stock by the number 
thereof theretofore redeemed or otherwise acquired by the Corporation, as 
provided in the terms of such class, and correspondingly to reduce the stated 
maximum number of shares authorized: 

     RESOLVED, that the Amended Articles of Incorporation of the Corporation, 
as heretofore amended, be further amended as follows:

     Subdivision C.1. of Section 2 of Article Fourth of the Amended Articles 
of Incorporation, as heretofore amended, be further amended to reduce the 
stated number of shares of the series of Class A Preferred Stock of the 
Corporation designated as "$2.10 Cumulative Convertible Preferred Stock" to 
1,697,256 to reflect the reduction provided by the terms of the Class A 
Preferred Stock, of all series, upon redemption, purchase or conversion of 
issued shares of such class, and to correct such number to correspond to the 
reductions in the numbers of authorized shares of the Class A Preferred Stock 
and stated maximum number of shares authorized effected by the Certificate of 
Amendment of the Articles of Incorporation filed May 12, 1993.

     Subdivision C.1. of Section 2 of Article Fourth of the Amended Articles 
of Incorporation, as heretofore amended, be further amended to reduce the 
stated number of shares of the series of Class A Preferred Stock of the 
Corporation designated as "$2.10 Cumulative Convertible Preferred Stock" to 
1,697,231, with corresponding reductions in the stated authorized number of 
shares of Class A Preferred Stock of the Corporation to 6,697,231 and in the 
stated maximum number of shares authorized to 161,697,231, in each case to 
reflect the reduction provided by the terms of the Class A Preferred Stock 
upon redemption, purchase or conversion of issued shares of such class.

     B.     The following resolution to amended the Corporation's articles was 
adopted by the Board of Directors of the Corporation, pursuant to Section 
1701.70(B) (3), at a meeting of such Board of Directors duly called and held 
on February 23, 1996, at which a quorum was present, to increase by 100,000 
shares the number of shares designated as shares of the Participating 
Preferred Stock series of the Corporation's Class A Preferred Stock:  

FURTHER RESOLVED, that Article Fourth, Section 2, Subdivision D.1. of the 
Corporation's Amended Articles of Incorporation be amended and restated to 
increase the number of authorized shares of the series from 650,000 to 750,000 
and to read as follows:

     "1.  Creation of Series.  There is hereby created a series of 
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Class A Preferred Stock, without par value, consisting of Seven 
Hundred and Fifty Thousand (750,000) shares of the authorized and 
unissued shares of Class A Preferred Stock, which series shall be 
designated 'Participating Preferred Stock' (hereinafter called 
'Participating Preferred Stock')."

C.     The following resolution to amended the Corporation's articles was 
adopted by the Board of Directors of the Corporation at a meeting of such 
Board of Directors duly called and held on February 23, 1996, at which a 
quorum was present to consolidate the previously existing Amended Articles of 
Incorporation of the Corporation:

     RESOLVED, that the Amended Articles of Incorporation, in the 
form submitted to this meeting, are hereby adopted to consolidate the 
previously existing Amended Articles of Incorporation and the 
amendments thereto adopted by the Board of Directors on February 23, 
1996, which shall thereafter supersede and take the place of the 
previously existing Amended Articles of Incorporation.

     IN WITNESS WHEREOF, we have executed and subscribed this Certificate and 
do affirm the foregoing as true under the penalties of perjury this 28th day 
of March, 1996.


                                    /s/ James F. Will
                                    -----------------------------------------
                                    James F. Will
                                    Chairman of the Board, Chief Executive
                                     Officer and President


                                    /s/ Gary R. Hildreth
                                    -----------------------------------------
                                    Gary R. Hildreth
                                    Secretary