Item 7.01 Regulation FD Disclosure.

On December 3, 2012, AK Steel Holding Corporation (the "Company") closed the exercise by the underwriters, pursuant to the Underwriting Agreement, dated as of November 14, 2012, among the Company and J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC, as representatives of the underwriters named therein, of their option to purchase 3,300,000 additional shares of Common Stock, par value $0.01 per share, of the Company.

Item 8.01 Other Events.

Weil, Gotshal & Manges LLP, counsel to the Company, has issued an opinion to the Company, dated December 3, 2012, regarding the legality of the Common Stock. A copy of the opinion is filed hereto as Exhibit 5. Such opinion is incorporated by reference into the registration statement on Form S-3 (File No. 333-166303) (as amended by Post-Effective Amendment No. 1, filed on November 13, 2012).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No. Description

5 Opinion of Weil, Gotshal & Manges LLP.

---