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

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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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