UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~Earliest~~1934 ~~Event Reported): January 29, 2008~~

Date of Report (Date of earliest event reported): July 2, 2008

CLAYMONT STEEL, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 333-142867 (Commission file number) 51-0309736 (I.R.S. Employer Identification No.)

Delaware

333-142867

51-0309736

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

4001 Philadelphia Pike, Claymont, Delaware (Address of principal executive offices) 19703 (Zip Code)


4001 Philadelphia Pike, Claymont, Delaware		19703
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone, including area code: (302) 792-5400

~~(Registrant’s~~Not ~~telephone~~applicable. ~~number, including area code)~~

~~Check~~(Former ~~the~~name ~~appropriate~~or former ~~box~~address, ~~below~~ if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~report):

oCheck ~~Written~~the ~~communications~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~425 under~~ the ~~Securities~~Form ~~Act~~8-K filing ~~(17~~is ~~CFR~~intended ~~230.425) o Soliciting material pursuant~~ to ~~Rule~~simultaneously ~~14a-12~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14a-12)~~Registrant ounder ~~Pre-commencement~~any ~~communications~~of ~~pursuant to Rule 14d-2(b) under~~ the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14d-~~2~~(b))~~. ~~o Pre-commencement communications pursuant to Rule 13e-4(c~~below): ~~under the Exchange Act (17 CFR 240.13e-4(c))~~

~~ITEM~~¨ ~~5.02.~~Written ~~Departure~~communications ofpursuant ~~Directors~~to orRule ~~Certain~~425 ~~Officers;~~under ~~Election~~the ofSecurities ~~Directors;~~Act ~~Appointment~~(17 ofCFR ~~Certain Officers; Compensatory Arrangements of Certain Officers~~230.425)

As¨ ~~previously~~Soliciting ~~announced,~~material ~~the~~pursuant ~~acquisition~~to ofRule ~~Claymont~~14a-12 ~~Steel~~under ~~Holdings,~~the ~~Inc.,~~Exchange ~~our~~Act ~~sole stockholder~~ (~~“Holdings”),~~17 byCFR ~~Evraz Group S~~240.~~A. was completed on January 24, 2008. For more information regarding the acquisition, please see Holdings’ current report on Form 8~~14a-~~K filed on January 25, 2008.~~12)

~~Effective~~¨ ~~January~~Pre-commencement ~~29,~~communications ~~2008,~~pursuant (i) by written consent of our sole stockholder, Sami Mnaymneh, Matthew Sanford and Jeffrey Zanarini were removed from our Board of Directors, and James E. Declusin, Robin A. Gantt and Jennifer R. Murray were elected to ~~our~~Rule ~~Board of Directors, and~~ 14d-2(iib) byunder ~~unanimous written consent of our Board of Directors,~~ the ~~number~~Exchange ofAct ~~directors~~(17 onCFR ~~our Board of Directors was increased from three to four, and Jeff Bradley was elected as director~~240. 14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03.

Material Modifications to Rights of Security Holders.

Claymont Steel, Inc. (the “Company”) is a party to an Indenture dated as of February 15, 2007 pursuant to which the 8.875% Senior Notes due 2015 (the “Notes”) were issued. On June 27, 2008, the Company solicited the consent of the holders of the Notes to amendments to the Indenture. Having received the written consent of at least a majority of the holders of the Notes, on July 2, 2008, the Company entered into a supplemental indenture whereby substantially all of the restrictive covenants were eliminated.

A copy of the supplemental indenture is filed herewith as Exhibit 4.1.

Item 8.01.

Other Events.

On July 2, 2008, the Company announced that it has commenced a tender offer for the Notes. A copy of the press release is filed herewith as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

4.1 Supplemental Indenture dated as of July 2, 2008, between Claymont Steel, Inc., CitiSteel PA, Inc. and The Bank of New York Mellon.

99.1 Press Release, dated July 2, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

Date: February 5, 2008


	CLAYMONT STEEL, INC.

Date: July 7, 2008	By:	/s/ Robin A. Gantt
	Name:	Robin A. Gantt
	Title:	Chief Financial Officer

CLAYMONT STEEL, INC. By: /s/ Jeff Bradley Name: Jeff Bradley Title: Chief Executive Officer

Filing Compare · Claymont Steel, Inc.