Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WAINSCOTT JAMES L
  2. Issuer Name and Ticker or Trading Symbol
AK STEEL HOLDING CORP [AKS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, President &CEO
(Last)
(First)
(Middle)
C/O AK STEEL HOLDING CORP, 703 CURTIS ST
3. Date of Earliest Transaction (Month/Day/Year)
01/19/2006
(Street)

MIDDLETOWN, OH 45043
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/19/2006   A   80,000 A $ 0 347,522 D  
Common Stock 01/20/2006   F   6,544 D $ 7.83 340,978 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 7.885 01/19/2006   A   26,667   01/19/2007 01/19/2016 Common Stock 26,667 $ 0 26,667 D  
Stock Option $ 7.885 01/19/2006   A   26,667   01/19/2008 01/19/2016 Common Stock 26,667 $ 0 53,334 D  
Stock Option $ 7.885 01/19/2006   A   26,666   01/19/2009 01/19/2016 Common Stock 26,666 $ 0 80,000 D  
Performance Shares (1) 01/19/2006   A   60,000 (1)   12/31/2008 12/31/2008 Common Stock (1) $ 0 60,000 (1) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WAINSCOTT JAMES L
C/O AK STEEL HOLDING CORP
703 CURTIS ST
MIDDLETOWN, OH 45043
  X     Chairman, President &CEO  

Signatures

 /s/James L. Wainscott   01/23/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Performance Share award consisted of 60,000 derivative securities and an additional 60,000 Performance Shares which do not constitute derivative securities and are therefore not currently reportable. The 60,000 derivative securities awarded may result in the issuance of shares of common stock in an amount 0 to 1.5 times the amount of derivative securities awarded, depending on the level of performance achieved.

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