Edgar Filing: UNITED STATES STEEL CORP

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2002

REGISTRATION NO. 333-75148
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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UNITED STATES STEEL CORPORATION
(FORMERLY UNITED STATES STEEL LLC)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 25-1897152
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
OR ORGANIZATION)

UNITED STATES STEEL CORPORATION
600 GRANT STREET, ROOM 1500
PITTSBURGH, PA 15219-2800
(412) 433-1121
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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DAN D. SANDMAN, ESQ.
VICE CHAIRMAN AND CHIEF LEGAL & ADMINISTRATIVE OFFICER,
GENERAL COUNSEL AND SECRETARY
UNITED STATES STEEL CORPORATION
600 GRANT STREET
PITTSBURGH, PA 15219-2800
(412) 433-1121
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time following the effective date of this registration statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
------------------

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [X] 333-75148

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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EXPLANATORY STATEMENT

This Post Effective Amendment No. 1 ("Post Effective Amendment No. 1") to
Registration Statement on Form S-3 (333-75148) for United States Steel
Corporation (formerly United States Steel LLC), a Delaware Corporation (the
"Registrant"), is filed pursuant to Rule 462(c) (i) to eliminate the description
of, and discussions relating to, the Separation of the Registrant from USX
Corporation (now Marathon Oil Corporation), (ii) to clarify the application of
the Threshold Price Limit on purchases exceeding plan limits, (iii) to include
in the prospectus the U.S. Federal Income Tax Information that had been
incorporated earlier by reference to a Current Report on Form 8-K, (iv) to add a
section explaining that those who buy securities under this plan and resell them
shortly after acquiring them may, under certain circumstances, be considered to
be underwriters within the meaning of the Securities Act of 1933, (v) to update
the incorporation by reference information to include a reference to United
States Steel's own Annual Report on Form 10-K, and (vi) to make other minor
corrections.

UNITED STATES STEEL CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

United States Steel Corporation ("United States Steel") is pleased to send
you this prospectus describing the United States Steel Corporation Dividend
Reinvestment and Stock Purchase Plan (the "Plan"). The Plan provides a simple
and convenient method to make an initial investment in United States Steel,
purchase additional shares of United States Steel common stock and to have cash
dividends automatically reinvested.

IF YOU ARE ALREADY PARTICIPATING IN THE PLAN, NO ACTION IS REQUIRED.

Some of the significant features of the Plan are:

-- Enrollment through initial direct stock purchase.
-- Purchases through the reinvestment of quarterly dividends of up to
$15,000 (more with permission of United States Steel).
-- Purchases through monthly optional cash payments (minimum $50) up
to $10,000 (more with permission of United States Steel).
-- Regular monthly investment can be made by automatic bank debits.
-- Optional cash payments will generally be invested within a week of
receipt.
-- From time to time shares may be purchased at a discount of up to 3%
upon notice from United States Steel.
-- No brokerage commissions for purchases.
-- Record keeping is simplified since you will receive quarterly
statements of your account.
-- All certificates held by you may be deposited for safekeeping at no
cost to you whether or not dividends are reinvested.

Your participation is entirely voluntary and may be terminated at any time.
Once you are enrolled in the Plan, your enrollment will be continued unless you
notify United States Steel otherwise. If you wish to join the Plan or change
your investment option, please complete and sign an authorization form and
return it to United States Steel Corporation.

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Neither the Securities and Exchange Commission nor any state securities
regulators has determined whether this Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

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April 24, 2002

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TABLE OF CONTENTS

PAGE
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The Company................................................. 3
The Plan.................................................... 3
Enrollment............................................. 4
Administrator of the Plan.............................. 5
Investment Options and Limitations..................... 5
Limitations on Purchases............................... 6
Aggregation of Accounts for Purpose of Limitations..... 6
Waiver of Limitations.................................. 7
Purchase of Shares for the Plan........................ 7
Purchases Exceeding Plan Limits--Discount in Effect.... 8
Control over Purchases................................. 10
Sale of Shares for the Plan............................ 10
Safekeeping of Your Stock Certificates and Book
Entry................................................. 11
Gifts, Transfers and Pledges of Shares................. 11
Issuance of Certificates............................... 12
Plan Service Fees...................................... 13
Tracking Your Investments.............................. 13
U.S. Federal Income Tax Information.................... 13
Miscellaneous.......................................... 14
Plan of Distribution........................................ 15
Experts..................................................... 16
Legal Matters............................................... 16
Available Information....................................... 16
Documents Incorporated by Reference......................... 17
Schedule I--List of Important Dates through 2005............ S-1
Additional Information...................................... Back Cover

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THE COMPANY

United States Steel, through its domestic steel segment, is engaged in the
production, sale and transportation of steel mill products, coke, taconite
pellets and coal; the management of mineral resources; real estate development;
and engineering and consulting services and, through its U.S. Steel Kosice
segment, primarily located in the Slovak Republic, in the production and sale of
steel mill products and coke. Certain business activities are conducted through
joint ventures and partially owned companies. United States Steel's principal
executive offices are located at 600 Grant Street, Pittsburgh, PA 15219-2800,
and its telephone number is (412) 433-1121.

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THE PLAN

The following describes and constitutes the Plan, as in effect on the date of
this prospectus.

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ENROLLMENT

The following table explains how to enroll in the Plan:

-- IF YOU DO NOT OWN ANY UNITED You can join the Plan by making an initial investment
STATES STEEL COMMON STOCK of at least $500 (maximum is $10,000) and returning a
completed authorization form along with your check or
money order payable to United States Steel
Corporation, to:
United States Steel Corporation
Shareholder Services
600 Grant Street, Room 611
Pittsburgh, PA 15219-2800
A $10 enrollment fee will be deducted from your
initial investment. Please allow two weeks for your
account to be established, initial shares to be
purchased and a statement to be mailed to you. No
interest will be paid on amounts held pending
investment.

-- IF YOU OWN UNITED STATES STEEL You can join the Plan by returning a completed
COMMON STOCK authorization form to United States Steel Shareholder
Services. (No enrollment fee required.)

-- IF YOUR SHARES ARE HELD IN A To participate directly in the Plan, you should direct
BROKERAGE, BANK OR OTHER your broker, bank, or trustee to register some or all
INTERMEDIARY ACCOUNT of your United States Steel common stock directly in
your name. You can then get started in the Plan by
returning a completed authorization form to United
States Steel Shareholder Services. Authorization forms
are mailed automatically once shares are registered in
your name. (No enrollment fee required.)

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ADMINISTRATOR OF THE PLAN

United States Steel administers the Plan, keeps records, sends statements of
account to you and performs other duties related to the Plan. United States
Steel will register and hold shares purchased for you through the Plan or
deposited by you for safekeeping in the Plan (collectively "Plan Shares") in the
name of United States Steel as agent, until a written request is received from
you for the sale of or issuance of certificates for all or part of your Plan
Shares. United States Steel also acts as dividend disbursing and transfer agent
for the United States Steel common stock. United States Steel may appoint a
different administrator for the Plan at any time. United States Steel, or any
appointed administrator, is referred to as the "Administrator."

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INVESTMENT OPTIONS AND LIMITATIONS

Once enrolled in the Plan, you have the following investment options:

-- DIVIDEND REINVESTMENT

When completing the Dividend Reinvestment section of the authorization form, YOU
MUST CHOOSE ONE OF THE FOLLOWING:

FULL DIVIDEND REINVESTMENT. Purchase shares of United States Steel
common stock with all of your cash dividends. The dividends on all of
your shares held in the Plan will also be reinvested in shares of United
States Steel common stock. Additional shares may also be purchased with
optional cash.

PART CASH--PART DIVIDEND REINVESTMENT. Receive a cash dividend payment
based on the number of full shares you specify. This option allows you
to receive a fixed amount of cash each quarter, assuming the dividend is
paid and stays the same. The balance of your dividends will be used to
purchase shares of United States Steel common stock.

You can have your cash dividends deposited directly into your bank account
instead of receiving a check by mail. Just complete the appropriate sections of
the Direct Deposit Form from United States Steel Shareholder Services. You can
also change your designated bank account for direct deposit with the same form.
The forms will be acted upon as soon as possible after they are received, and
you can discontinue this feature by notifying United States Steel Shareholder
Services in writing.

You can change your dividend reinvestment election at any time by notifying
United States Steel Shareholder Services.

-- OPTIONAL CASH INVESTMENTS ONLY

You can purchase additional shares of United States Steel common stock by using
the Plan's optional cash investment feature regardless of whether dividends are
reinvested. Dividends will be automatically reinvested on those shares retained
in the Plan. You can invest at least $50 at any one time up to a maximum of
$10,000 in any month unless the limit is waived by United States Steel. INTEREST
WILL NOT BE PAID ON AMOUNTS HELD PENDING INVESTMENT.

O BY AUTOMATIC WITHDRAWAL FROM YOUR BANK ACCOUNT. If you wish to make regular
monthly purchases, you can authorize an automatic monthly withdrawal from
your bank account by completing the reverse side of the authorization form.
This feature enables you to make ongoing investments without writing a
check. Funds will be deducted from your bank account on the fifth day of
each month. If this date falls on a bank holiday or weekend, funds will be
deducted on the next business day. Please allow up to six weeks for the
first automatic monthly withdrawal to be initiated. You must notify United
States Steel Shareholder Services in writing to change or terminate
automatic withdrawal.

O BY CHECK OR MONEY ORDER. You can make optional cash investments by sending
a check or money order payable to United States Steel Corporation. DO NOT
SEND CASH.

To facilitate processing of your investment, please use the transaction stub
located at the top of your quarterly statement. Mail your check and transaction
stub to the address specified on the statement. Since funds will normally be
invested on Friday of each week, funds from checks received after 2:00 p.m. on
Thursday will be invested on Friday of the following week. You may not sell or
withdraw shares purchased by check for a period of 14 days from the receipt of
the check. A $25 fee will be assessed for a check that is returned for
insufficient funds.

IF YOU RETURN AN AUTHORIZATION FORM BUT MAKE NO SELECTION, YOU WILL BE ENROLLED
AS HAVING SELECTED FULL DIVIDEND REINVESTMENT. In all cases, cash dividends on
all Plan Shares will be reinvested in accordance with the Plan, including cash
dividends on such shares purchased with optional cash payments.

-- LIMITATIONS ON PURCHASES

O Optional and Initial Cash Investments

-- at least $500 initial cash investment

-- at least $50 optional cash investment at any one time

-- no more than $10,000 in any one month

O Dividend Reinvestments

-- up to $15,000 per dividend payment

O All limitations may be waived by United States Steel upon written request

-- AGGREGATION OF ACCOUNTS FOR PURPOSE OF LIMITATIONS

For the purpose of the above limitations ("Plan Limits"), United States Steel
may aggregate all reinvested dividends and optional and initial cash payments
for participants with more than one account using the same Social Security
Number or Taxpayer Identification Number. For participants unable to supply a
Social Security Number or Taxpayer Identification Number, their participation
may be limited by United States Steel to only one Plan account.

Also for the purpose of such Plan Limits, all Plan accounts which United States
Steel believes to be under common control or management or to have common
ultimate beneficial ownership may be aggregated. Unless United States Steel has
determined that reinvestment of dividends and investment of optional cash
payments for each such account would be consistent with the purposes of the
Plan, United States Steel will have the right to aggregate all such accounts and
to

return, without interest, within 30 days of receipt, any amounts in excess of
the investment limitations applicable to a single account received in respect of
all such accounts.

-- WAIVER OF LIMITATIONS

Initial cash payments and optional cash payments in excess of $10,000 per month
may be made only pursuant to a written Waiver of Limitation by United States
Steel for the total amount submitted. A copy of such written approval must
accompany any cash payment to which this limitation applies.

Requests for waiver of the $15,000 limitation on reinvestment of dividends and
other questions concerning waivers should be directed to United States Steel at
(412) 433-4707. It is solely within United States Steel's discretion as to
whether any waiver of the allowable maximum amounts will be granted.

In deciding whether to approve a request, United States Steel will consider
relevant factors including, but not limited to, United States Steel's need for
additional funds, the attractiveness of obtaining such additional funds by the
sale of United States Steel common stock by comparison to other sources of
funds, the applicable purchase price, the participant submitting the request,
the extent and nature of such participant's prior participation in the Plan, the
number of shares of United States Steel common stock held of record by such
participant and the aggregate amount of such dividends and initial or optional
cash payments in excess of the allowable maximum amounts for which requests have
been submitted by all participants.

If requests are submitted for any Investment Date (see "Purchase of Shares for
the Plan--Purchases Exceeding Plan Limits--Discount in Effect" on page 8 for a
discussion of the Investment Date) for an aggregate amount in excess of the
amount United States Steel is then willing to accept, United States Steel may
honor such requests in order of receipt, pro rata or by any other method which
United States Steel determines to be appropriate.

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PURCHASE OF SHARES FOR THE PLAN

The following discussion pertains to

(a) all purchases within Plan Limits and

(b) all purchases in excess of Plan Limits when no Discount (as
defined below) is in effect.

-- PURCHASE INTERVALS

The Administrator will use initial and optional cash investments to purchase
shares of United States Steel common stock as promptly as practicable, normally
once each week. To the extent dividends are declared, the Administrator will use
reinvested dividends to purchase shares on the quarterly dividend payment date.
Purchases may be made over a number of days to meet the requirements of the
Plan.

-- SOURCE AND PRICING OF SHARES

SOURCE OF SHARES. Stock needed to meet the requirements of the Plan will
either be purchased in the open market or issued directly by United States
Steel.

PRICE OF SHARES PURCHASED IN THE OPEN MARKETS. If the shares are purchased
in the open market, your price per share will be the weighted average price of
shares purchased on that day. With respect to open market purchases, the
Administrator will purchase shares for the Plan on any securities exchange where
United States Steel common stock is traded, in the over-the-counter market or in
privately negotiated transactions.

Trading fees incurred by the Plan for purchases will be paid by United States
Steel and will be reported to you as taxable income on Form 1099-DIV. All
computations of shares are calculated to three decimals and fractional shares
are credited to your account.

PRICE OF SHARES PURCHASED FROM UNITED STATES STEEL. If the shares are
purchased from United States Steel, your price per share will be the average of
the daily high and low sale prices quoted on the New York Stock Exchange
Composite Transactions as reported in the Wall Street Journal (the "NYSE
Composite") listing for the day the shares are purchased.

If there is no trading of United States Steel common stock on the NYSE on the
day the price is to be determined, the price per share will be determined by
United States Steel on the basis of such market quotations as it considers
appropriate.

Because the Administrator may periodically change between the above methods for
purchasing shares, there can be no assurance that the method for determining
your price per share will not change. To obtain the current method, please call
(412) 433-4707.

DISCOUNT. The Plan contemplates that shares purchased under the Plan with
reinvested dividends as well as optional cash purchases of up to $10,000 may, IN
THE SOLE DISCRETION OF UNITED STATES STEEL, be subject to a discount of 0 to 3%
("Discount"). The Discount will be established in United States Steel's sole
discretion after a review of current market conditions, the level of
participation and current and projected capital needs. The Discount will apply
to initial and optional cash investments and the reinvestment of dividends. The
Discount will be subtracted from the purchase price of shares purchased for the
Plan for the relevant month. Notice will be given to Participants or a public
announcement will be made upon the implementation or discontinuance of any
Discount.

PURCHASES EXCEEDING PLAN LIMITS--DISCOUNT IN EFFECT

The following discussion pertains only to purchases for which a Waiver of
Limitation has been obtained when the Discount is in effect. The terms set forth
below will apply to the full amount for which a waiver has been obtained. For
example, if a waiver is obtained to make an optional cash purchase of $20,000,
$10,000 over the limit, the full $20,000 will be subject to these terms.

For a list of important dates with respect to purchases exceeding Plan
limits when a Discount is in effect, see Schedule I on page S-1. Schedule I is
only a guide. Actual dates may be obtained by calling (412) 433-4707.

-- PURCHASE INTERVALS

The Administrator will use initial and optional cash investments for which a
waiver has been obtained to purchase shares of United States Steel common stock
once each month. To the extent dividends are declared, the Administrator will
use reinvested dividends to purchase shares on a quarterly basis.

-- SOURCE AND PRICING OF SHARES

SOURCE OF SHARES. Stock required to meet the requirements of the Plan when
a Discount is in effect will be issued directly by United States Steel.

PRICE OF SHARES. Your price per share will be the average of the daily
high and low sales prices of United States Steel common stock on the NYSE
Composite for the twelve Trading Days immediately preceding the relevant
Investment Date less the Discount.

SEE SCHEDULE I FOR A LIST OF RELEVANT DATES AND DEFINITIONS.

O A "Trading Day" means a day on which trades of the United States Steel
common stock are reported on the New York Stock Exchange.

O The twelve Trading Days immediately preceding the relevant Investment Date
is the relevant "Pricing Period."

-- TIMING. Shares purchased from United States Steel will be purchased on the
Investment Date which is on or about the tenth of each month.

IN ORDER FOR SUCH FUNDS TO BE INVESTED ON THE NEXT INVESTMENT DATE, UNITED
STATES STEEL MUST BE IN RECEIPT OF FUNDS ON OR BEFORE THE BUSINESS DAY
IMMEDIATELY PRECEDING THE FIRST DAY OF THE RELATED PRICING PERIOD. UNITED STATES
STEEL WILL RETURN, WITHOUT INTEREST, ANY PAYMENTS RECEIVED AFTER THE CLOSE OF
BUSINESS ON THE BUSINESS DAY IMMEDIATELY PRECEDING THE FIRST DAY OF THE PRICING
PERIOD AND BEFORE THE RELATED INVESTMENT DATE

-- THRESHOLD PRICE LIMIT

With respect to initial or optional cash purchases exceeding plan limits when
the Discount is in effect, United States Steel will establish for each Pricing
Period a minimum price (the "Threshold Price") applicable to the purchase of
newly issued shares of United States Steel common stock. The Threshold Price and
return procedure, discussed below, do not apply to the reinvestment of
dividends.

The Threshold Price will be established by United States Steel two business days
prior to the Record Date at United States Steel's sole discretion after a review
of current market conditions and other relevant factors. It will be a stated
dollar amount that the average of the high and low sale prices on the NYSE
Composite for a Trading Day of the Pricing Period must equal or exceed.

In the event that the Threshold Price is not satisfied for a Trading Day of the
Pricing Period, then that Trading Day and the trading prices for that day will
be excluded from the Pricing Period and the determination of the purchase price.
A day will also be excluded from the Pricing Period and the determination of the
purchase price if there are no trades of United States Steel common stock
reported on the NYSE for such day. For example, if the Threshold Price is not
satisfied for three of the twelve Trading Days, then the purchase price will be
based upon the remaining nine Trading Days for which the Threshold Price was
satisfied.

Each Trading Day of a Pricing Period for which the Threshold Price is not
satisfied or each day for which there are no trades of United States Steel
common stock reported on the NYSE will cause the return of a portion of your
initial or optional cash payment. The returned amount will equal one-twelfth of
the total amount of the initial or optional cash payments for which the relevant
Waiver of Limitation was received for each Trading Day that the Threshold Price
is not satisfied or for each day no such sales are reported. For example, if the
Threshold Price is not satisfied or no such sales are reported for three Trading
Days, 3/12 (or 25%) of your initial or optional cash payments for which the
relevant Waiver of Limitation was received will be returned without interest to
you.

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CONTROL OVER PURCHASES

Unless otherwise provided herein, the Administrator, currently United States
Steel, decides whether purchases are to be made in the open market or from
United States Steel and engages a bank or other agent for purposes of making
open market purchases. Neither United States Steel nor any participant in the
Plan has the authority or power to control either the timing or pricing of
shares purchased in the open market.

If you send in an initial or optional cash investment, it is possible that the
market price of United States Steel common stock could go up or down before your
funds are used to purchase stock. Further, the Administrator may change the
method of stock purchase (purchase in the open market or from United States
Steel) at any time within any three month period. THEREFORE, YOU WILL NOT BE
ABLE TO PRECISELY TIME YOUR PURCHASES THROUGH THE PLAN AND WILL BEAR THE MARKET
RISK ASSOCIATED WITH FLUCTUATIONS IN THE PRICE OF UNITED STATES STEEL COMMON
STOCK.

IN ADDITION, YOU WILL NOT EARN INTEREST ON INITIAL OR OPTIONAL CASH INVESTMENTS
FOR THE PERIOD BEFORE THE SHARES ARE PURCHASED.

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SALE OF SHARES FOR THE PLAN

TIMING AND CONTROL

You can sell any number of shares held in your Plan account or book entry form
by notifying United States Steel Shareholder Services. United States Steel will
endeavor to arrange sales weekly on Friday, provided that it has been advised in
writing of such sale no later than the preceding day. The sale price will be the
weighted average price of all shares sold on that sale

date for Plan participants. You will receive the proceeds of the sale less a
trading fee of $.05 per share (subject to change at any time), and any required
tax withholdings.

YOU WILL NOT BE ABLE TO PRECISELY TIME YOUR SALES THROUGH THE PLAN AND WILL BEAR
THE MARKET RISK ASSOCIATED WITH FLUCTUATION IN THE PRICE OF UNITED STATES STEEL
COMMON STOCK. That is, if you send in a request to sell shares, it is possible
that the market price of United States Steel common stock could go down or up
before your shares are sold. In addition, you will not earn interest on a sales
transaction.

You can choose to sell your shares through a stockbroker of your choice, in
which case you should request a certificate for your shares from United States
Steel Shareholder Services. Allow two weeks for delivery of the certificate.
(See "Issuance of Certificates" on page 12.)

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SAFEKEEPING OF YOUR STOCK CERTIFICATES AND BOOK ENTRY

Any United States Steel stockholder may use the Plan's "safekeeping" service to
deposit United States Steel common stock certificates at no cost whether or not
dividends are reinvested. Safekeeping is beneficial because you no longer bear
the risk and cost associated with the loss, theft, or destruction of stock
certificates.

With safekeeping, you have the option of reinvesting all, a portion or none of
your dividends. You may also take advantage of the sale of shares feature of the
Plan. Certificates will be issued upon request. (See "Issuance of Certificates"
on page 12.)

To use the safekeeping service, send your certificates to United States Steel
Shareholder Services by registered mail with written instructions to deposit
them for safekeeping. The shares should be insured for approximately 2% of the
value of the shares. Do not endorse the certificates or complete the assignment
section. The address of United States Steel Shareholder Services is on the
inside back cover of this prospectus.

Shares of United States Steel common stock that you buy under the Plan will be
maintained in your Plan account for safekeeping in book entry form. You will
receive a quarterly statement detailing the status of your holdings.

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GIFTS, TRANSFERS AND PLEDGES OF SHARES

YOU CAN GIVE OR TRANSFER SHARES OF UNITED STATES STEEL COMMON STOCK TO ANYONE
YOU CHOOSE BY:

O Making an initial $500 cash investment to establish an account in the
recipient's name; or

O Submitting an optional cash investment on behalf of an existing stockholder
in the Plan in an amount not less than $50 nor more than $10,000; or

O Transferring shares from your account to the recipient (minimum of five
shares to new accounts).

You may transfer shares to new or existing stockholders. United States Steel
Shareholder Services will automatically place such new accounts in full dividend
reinvestment status. New

participants, at their discretion, may elect another investment option by giving
notice to United States Steel Shareholder Services. If you participate in
dividend reinvestment and you request to either (a) transfer all of your shares
or (b) make a partial sale and transfer the balance of your shares between the
ex-dividend and the dividend record date, the processing of your request may be
held until after your account is credited with reinvested dividends. This
holding period could be as long as three weeks.

To transfer shares, you must have your signature guaranteed by a financial
institution participating in the Medallion Guarantee Program (generally a broker
or a bank). The Medallion Guarantee Program ensures that the individual signing
the certificate or stock power is in fact the registered owner.

Plan shares may not be pledged and any such purported pledge shall be void. If
you want to pledge your shares, you must first withdraw them from your Plan
Account.

If you need additional assistance, please call United States Steel Shareholder
Services at (412) 433-4801.

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ISSUANCE OF CERTIFICATES

You can withdraw all or some of the shares from your Plan account by notifying
United States Steel Shareholder Services.

Certificates will be issued for whole shares only. In the event your request
involves a fractional share, a check (less any applicable fees) for the value of
the fractional share will be mailed to you. You should receive your certificate
within two weeks of your request. Dividends will continue to be reinvested in
United States Steel common stock unless United States Steel is specifically
advised to discontinue reinvestment.

Certificates will be issued in the name(s) in which the account is registered,
unless otherwise instructed. If the certificate is to be issued in a name other
than your Plan account registration name, the signature on the instructions or
stock power authorizing the issuance must be guaranteed by a financial
institution participating in the Medallion Guarantee Program, as described
above.

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PLAN SERVICE FEES

ENROLLMENT FEE FOR NEW INVESTORS........................... $10.00 per Account Enrollment
PURCHASE OF SHARES......................................... No Charge
SALE OF SHARES (Partial or Full):
Transaction Fee....................................... No Charge
Trading Fee........................................... $0.05 per Share
(Subject to Change)
REINVESTMENT OF DIVIDENDS.................................. No Charge
OPTIONAL CASH INVESTMENTS VIA CHECK OR AUTOMATIC
INVESTMENT............................................... No Charge
GIFT OR TRANSFER OF SHARES................................. No Charge
SAFEKEEPING OF STOCK CERTIFICATES.......................... No Charge
CERTIFICATE ISSUANCE....................................... No Charge
RETURNED CHECKS............................................ $25.00 per Check
DUPLICATE STATEMENTS:
Current Year.......................................... No Charge
Prior Year(s)......................................... $5.00 per Year, up to $25 Maximum

The fee for duplicate statements must be paid in advance. In all other cases,
the applicable fees will be deducted from either the investment or proceeds from
a sale.

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TRACKING YOUR INVESTMENTS

United States Steel Shareholder Services will mail you a quarterly statement
showing all transactions (shares, amounts invested, purchase prices) for your
account including year-to-date and other account information. Supplemental
statements or notices will be sent when you make an initial or optional cash
investment or a deposit, transfer or withdrawal of shares.

PLEASE RETAIN YOUR STATEMENTS TO ESTABLISH THE COST BASIS OF SHARES PURCHASED
UNDER THE PLAN FOR INCOME TAX AND OTHER PURPOSES AND TO AVOID ACCOUNT RESEARCH
FEES.

You should notify United States Steel Shareholder Services promptly of any
change in address since all notices, statements and reports will be mailed to
your address of record.

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U.S. FEDERAL INCOME TAX INFORMATION

Cash dividends reinvested under the Plan will be taxable as having been received
by you even though you have not actually received them in cash. Any Discount on
cash purchases and any Discount on dividend reinvestments is treated as a
dividend to the shareholder. You will receive an annual statement from the
Administrator indicating the amount of reinvested dividends and Discounts
reported to the U.S. Internal Revenue Service as dividend income. The statement
will also reflect any trading fees paid by United States Steel on your behalf
for purchases of shares.

You will not realize gain or loss for U. S. Federal income tax purposes upon
deposit of shares into the Plan or the withdrawal of whole shares from the Plan.
You will, however, generally realize gain or loss upon the sale of shares
(including the receipt of cash for fractional shares) held in the Plan.

Plan participants who are non-resident aliens or non-U. S. corporations,
partnerships or other entities generally are subject to a withholding tax on
dividends paid on shares held in the Plan. The Administrator is required to
withhold from dividends paid the appropriate amount determined in accordance
with U. S. Treasury regulations. Any applicable withholding tax may be
determined by treaty between the U. S. and the country in which such participant
resides. Accordingly, the amount of any dividends, net of the applicable
withholding tax, will be credited to participant Plan accounts for the
investment in additional common stock.

The above summary is not a comprehensive summary of all of the tax
considerations that may be relevant to a participant in the Plan. Therefore, you
are urged to consult your tax advisors regarding the consequences of
participation in the Plan.

--------------------------------------------------------------------------------
MISCELLANEOUS

-- VOTING OF PROXIES

United States Steel will mail you proxy materials including a proxy card
representing both the shares for which you hold certificates and the shares in
your Plan account. Your shares will be voted as indicated by you. If you do not
return the proxy card or if you return it unsigned, none of your shares will be
voted.

-- RESPONSIBILITY OF ADMINISTRATOR AND UNITED STATES STEEL CORPORATION

Neither United States Steel nor any other Administrator nor any agent will be
liable for any act they do in good faith or for any good faith omission to act.
This includes, without limitation, any claims of liability:

O for failure to terminate your account upon your death prior to receiving
written notice of such death; or

O relating to purchases or sales prices reflected in your Plan account or the
dates of purchases or sales of your Plan shares; or

O for any fluctuation in the market value after purchase or sale of shares.

Neither United States Steel nor any Plan Administrator can assure you a profit
or protect you against a loss on the shares you purchase under the Plan.

-- DIVIDENDS

The terms of United States Steel's indebtedness limit the ability of United
States Steel to pay dividends. Subject to these limitations, the declaration of
dividends on United States Steel common stock is at the discretion of United
States Steel's board of directors and will be declared and paid after
consideration of various factors, including, without limitation, the earnings
and financial condition of United States Steel. The board of directors of United
States Steel has the right to change the amount of dividends at any time.

-- PLAN MODIFICATION OR TERMINATION

UNITED STATES STEEL RESERVES THE RIGHT TO SUSPEND, MODIFY OR TERMINATE THE PLAN
AT ANY TIME. You will receive notice of any such suspension, modification or
termination. United States Steel
14

and any other Administrator also reserve the right to change any and all
administrative procedures and costs associated with the Plan.

-- CHANGE OF ELIGIBILITY OR TERMINATION

You will remain a participant of the Plan until you withdraw from the Plan or
the Plan is terminated. United States Steel reserves the right to deny, suspend
or terminate participation by a stockholder who is using the Plan for purposes
inconsistent with the intended purpose of the Plan. In such event, United States
Steel Shareholder Services will notify you in writing and will continue to
safekeep your shares but will no longer accept optional cash investments or
reinvest your dividends. United States Steel Shareholder Services will issue a
certificate to you upon written request.

If the number of shares on which dividends are reinvested falls below one share,
your participation in the Plan will be automatically terminated and a check will
be sent to you for any fractional share remaining.

-- FOREIGN PARTICIPATION

If you live outside of the U. S., you should first determine if there are any
laws or governmental regulations that would prohibit your participation in the
Plan. United States Steel reserves the right to terminate participation of any
stockholder if it deems it advisable under any foreign laws or regulations.

-- INTERPRETATION

United States Steel may adopt rules and regulations to facilitate the
administration of the Plan. Any question of interpretation under the Plan will
be determined by United States Steel and any such determination will be final.

The Plan, all related forms and your account shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania and cannot be
modified orally.

--------------------------------------------------------------------------------
PLAN OF DISTRIBUTION

Except to the extent the Plan Administrator purchases United States Steel common
stock ("Common Shares") in open market transactions, the Common Shares acquired
under the Plan will be sold directly by the Company through the Plan. The
Company may sell Common Shares to owners of shares (including brokers or
dealers) who, in connection with any resales of such shares, may be deemed to be
underwriters. In connection with any such transaction, compliance with
Regulation M under the Securities Exchange Act of 1934 would be required. Such
shares, including shares acquired pursuant to waivers granted with respect to
the initial or optional cash purchase feature of the Plan, may be resold in
market transactions (including coverage of short positions) on any national
securities exchange on which Common Shares trade or in privately negotiated
transactions. The Common Shares are currently listed on the New York Stock
Exchange. Under certain circumstances, it is expected that a portion of the
Common Shares available for issuance under the Plan will be issued pursuant to
such waivers. The difference between the price such owners pay to the Company
for Common Shares acquired under the

Plan, after deduction of the applicable discount from the Market Price, and the
price at which such shares are resold, may be deemed to constitute underwriting
commissions received by such owners in connection with such transactions. Any
such underwriter involved in the offer and sale of the Common Shares will be
named in an applicable prospectus supplement. Any underwriting compensation paid
by the Company to underwriters or agents in connection with the offering of the
Common Shares, and any discounts, concessions or commissions allowed by
underwriters to participating dealers, will be set forth in an applicable
prospectus supplement.

Except with respect to open market purchases of Common Shares relating to
reinvested distributions, the Company will pay any and all brokerage commissions
and related expenses incurred in connection with purchases of Common Shares
under the Plan. Upon withdrawal by a Participant from the Plan by the sale of
Common Shares held under the Plan, the Participant will receive the proceeds of
such sale less (i) a nominal fee per transaction (see "Plan Service Fees" on
page 13) paid to the Plan Administrator (if such resale is made by the Plan
Administrator at the request of a Participant), (ii) any related brokerage
commissions and (iii) any applicable transfer taxes.

Common Shares may not be available under the Plan in all states. This Prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy, any
Common Shares or other securities in any state or any other jurisdiction to any
person to whom it is unlawful to make such offer in such jurisdiction.

--------------------------------------------------------------------------------
EXPERTS

The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31, 2001
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.

--------------------------------------------------------------------------------
LEGAL MATTERS

The validity of the issuance of the shares of United States Steel common stock
offered hereby will be passed upon for United States Steel by Dan D. Sandman,
Esq., Vice Chairman and Chief Legal & Administrative Officer, General Counsel
and Secretary of United States Steel, Stephan K. Todd, Esq., Vice President-Law
of United States Steel, or by Robert M. Stanton, Esq., Assistant General
Counsel-Corporate and Assistant Secretary of United States Steel. Messrs.
Sandman, Todd and Stanton, in their respective capacities as set forth above are
paid salaries by United States Steel, participate in various employee benefit
plans offered by United States Steel and own common stock of United States
Steel.

--------------------------------------------------------------------------------
AVAILABLE INFORMATION

United States Steel files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission
under the Securities Exchange Act of

1934. You may read and copy this information at the following location of the
Securities and Exchange Commission:

Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549

You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330.

You can also inspect reports, proxy statements and other information about
United States Steel at the offices of the National Association of Securities
Dealers, Inc., 9513 Key West Avenue, Rockville, Maryland 20850.

The Securities and Exchange Commission also maintains an Internet worldwide web
site that contains reports, proxy statements and other information about
issuers, like United States Steel, who file electronically with the Securities
and Exchange Commission. The address of that site is http://www.sec.gov.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR
INFORMATION THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE
TO WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY,
THE SECURITIES TO WHICH IT RELATES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT
IS NOT LAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO ITS DATE.

--------------------------------------------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to "incorporate by reference" into this prospectus the
information in documents we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and later information that we file with the SEC will update and
supersede this information. We incorporate by reference the following documents
and any future filings we make with the SEC under Section 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934 until the termination of the
offering:

(a)United States Steels' Annual Report on Form 10-K for the year ended
December 31, 2001;

(b)United States Steels' Proxy Statement on Schedule 14A, dated March
11, 2002; and

(c)United States Steels' Current Reports on Form 8-K dated February 8,
2002 and March 1, 2002.

Any statement contained in a document incorporated by reference to this
prospectus will be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained herein modifies or
supersedes such statement. Any such statement so modified or superseded will not
be deemed to constitute a part of this prospectus except as so modified or
superseded.

UNITED STATES STEEL WILL PROVIDE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST,
TO EACH PERSON TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED A COPY OF ANY OF
THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE (NOT INCLUDING THE EXHIBITS TO
SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
IN SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO UNITED STATES STEEL
CORPORATION, 600 GRANT STREET, PITTSBURGH, PENNSYLVANIA 15219-2800, ATTENTION:
SHAREHOLDER SERVICES, TELEPHONE (412) 433-4801.

SCHEDULE I

UNITED STATES STEEL CORPORATION COMMON STOCK
DIVIDEND REINVESTMENT AND
DIRECT STOCK PURCHASE PLAN
LIST OF IMPORTANT DATES THROUGH 2005
APPLICABLE ONLY IF DISCOUNT IS IN EFFECT

(C) (D) (E) (G)
THRESHOLD PRICE AND * OPTIONAL CASH (F)
WAIVER DISCOUNT, IF RECORD INVESTMENTS MUST PRICING PERIOD INVESTMENT
CYCLE ANY, WILL BE SET BY: DATE: BE RECEIVED BY: START DATE: DATE:
----- -------------------- -------- ---------------- -------------- ----------

B 1/17/02 1/22/02 1/23/02 1/24/02 2/11/02
A 2/15/02 2/20/02 2/20/02 2/21/02 3/11/02
B 3/18/02 3/20/02 3/21/02 3/22/02 4/10/02
B 4/18/02 4/22/02 4/23/02 4/24/02 5/10/02
A 5/14/02 5/16/02 5/21/02 5/22/02 6/10/02
B 6/17/02 6/19/02 6/20/02 6/21/02 7/10/02
B 7/19/02 7/23/02 7/24/02 7/25/02 8/12/02
A 8/19/02 8/21/02 8/21/02 8/22/02 9/10/02
B 9/18/02 9/20/02 9/23/02 9/24/02 10/10/02
B 10/18/02 10/22/02 10/23/02 10/24/02 11/11/02
A 11/18/02 11/20/02 11/20/02 11/21/02 12/10/02
B 12/17/02 12/19/02 12/20/02 12/23/02 1/10/03
B 1/15/03 1/17/03 1/22/03 1/23/03 2/10/03
A 2/14/03 2/19/03 2/19/03 2/20/03 3/10/03
B 3/19/03 3/21/03 3/24/03 3/25/03 4/10/03
B 4/17/03 4/22/03 4/23/03 4/24/03 5/12/03
A 5/19/03 5/21/03 5/21/03 5/22/03 6/10/03
B 6/17/03 6/19/03 6/20/03 6/23/03 7/10/03
B 7/17/03 7/21/03 7/23/03 7/24/03 8/11/03
A 8/18/03 8/20/03 8/21/03 8/22/03 9/10/03
B 9/19/03 9/22/03 9/23/03 9/24/03 10/10/03
B 10/17/03 10/21/03 10/22/03 10/23/03 11/10/03
A 11/17/03 11/19/03 11/20/03 11/21/03 12/10/03
B 12/17/03 12/19/03 12/22/03 12/23/03 1/12/04
B 1/16/04 1/21/04 1/22/04 1/23/03 2/10/04
A 2/13/04 2/18/04 2/20/04 2/23/04 3/10/04
B 3/18/04 3/22/04 3/23/04 3/24/04 4/12/04
B 4/16/04 4/20/04 4/21/04 4/22/04 5/10/04
A 5/17/04 5/19/04 5/21/04 5/24/04 6/10/04
B 6/17/04 6/21/04 6/22/04 6/23/04 7/12/04
B 7/19/04 7/21/04 7/22/04 7/23/04 8/10/04
A 8/16/04 8/18/04 8/23/04 8/24/04 9/10/04
B 9/17/04 9/21/04 9/22/04 9/23/04 10/11/04
B 10/19/04 10/21/04 10/22/04 10/25/04 11/10/04
A 11/15/04 11/17/04 11/22/04 11/23/04 12/10/04
B 12/15/04 12/17/04 12/20/04 12/21/04 1/10/05
B 1/19/05 1/21/05 1/24/05 1/25/05 2/10/05
A 2/14/05 2/16/05 2/18/05 2/22/05 3/10/05

S-1

B 3/17/05 3/21/05 3/22/05 3/23/05 4/11/05
B 4/18/05 4/20/05 4/21/05 4/22/05 5/10/05
A 5/16/05 5/18/05 5/23/04 5/24/05 6/10/05
B 6/16/05 6/20/05 6/21/05 6/22/05 7/11/05
B 7/19/05 7/21/05 7/22/05 7/25/05 8/10/05
A 8/15/05 8/17/05 8/23/05 8/24/05 9/12/05
B 9/16/05 9/20/05 9/21/05 9/22/05 10/10/05
B 10/19/05 10/21/05 10/24/05 10/25/05 11/10/05
A 11/17/05 11/16/05 11/22/05 11/23/05 12/12/05
B 12/15/05 12/19/05 12/20/05 12/21/05 1/10/06

---------

A. Investment of optional cash investments and reinvestment of
dividends.
B. Investment of optional cash investments only.
C. The Threshold Price and Waiver Discount (if any) will be
established two business days prior to the Record Date.
D. The Record Date for dividend months (those indicated by the
letter "A" in the cycle column) will be established by the
Board of Directors. The Record Date for non-dividend months
(those indicated by the letter "B" in the cycle column) will
be two business days immediately preceding the first day of
the Pricing Period.
E. Optional cash payments are due by the last business day
prior to commencement of the Pricing Period.
F. The Pricing Period will be the twelve consecutive Trading
Days ending on the Trading Day immediately preceding the
Investment Date.
G. The Investment Date will be the dividend payment date during
a month in which a cash dividend is paid and in any other
month, will be the tenth calendar day of such month,
however, if either the dividend payment date or such tenth
day falls on a date when the New York Stock Exchange is
closed, the Investment Date will be the first day following
on which the New York Stock Exchange is open.

U.S. EQUITY MARKETS CLOSED
--------------------------------
2002 2003 2004 2005
----- ----- ----- -----

New Years Day 1/1 1/1 1/1 1/1
Martin L. King Day 1/21 1/20 1/19 1/17
Presidents Day 2/18 2/17 2/16 2/21
Good Friday 3/29 4/18 4/9 3/25
Memorial Day 5/27 5/26 5/31 5/30
Independence Day 7/4 7/4 7/5 7/4
Labor Day 9/2 9/1 9/6 9/5
Thanksgiving Day 11/28 11/27 11/25 11/24
Christmas Day 12/25 12/25 12/25 12/25

* Record Dates in dividend months (February, May, August and
November) are established as 3rd Wednesday of month unless
that day is 15th, then date is 16th.

S-2

--------------------------------------------------------------------------------
ADDITIONAL INFORMATION

For recorded information concerning the following Plan features, Call (412)
433-4707.

Discount
Threshold Price
Requests for Waivers
Source of Shares--Open Market Purchase or United States Steel Issuance

For other information about the Plan contact United States Steel Shareholder
Services:

Telephone: (412) 433-4801
Facsimile: (412) 433-4818
Email: SHAREHOLDERSERVICES@USS.COM

Send written correspondence and optional cash Investments to:

UNITED STATES STEEL CORPORATION
SHAREHOLDER SERVICES
600 GRANT STREET, ROOM 611
PITTSBURGH, PA 15219-2800

Please include your daytime telephone number. Please use transaction stub at top
of your quarterly statement for optional cash Investments.

LOGO

UNITED STATES STEEL CORPORATION
Dividend Reinvestment and
Stock Purchase Plan
Prospectus
April 24, 2002

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Securities and Exchange Commission filing fee............... $ 9,004
Costs of printing and engraving............................. 49,000
Accounting fees and expenses................................ 16,000
Miscellaneous expenses...................................... 50,000
---------
Total.................................................. $ 124,004
=========

All of the foregoing expenses are estimated except for the Securities and
Exchange Commission filing fee.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article V of the By-Laws of United States Steel (the "Corporation") provides
that the Corporation shall indemnify to the fullest extent permitted by law any
person who is made or is threatened to be made a party or is involved in any
action, suit, or proceeding whether civil, criminal, administrative or
investigative by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as an officer, director, employee or agent of another corporation,
partnership, joint venture, trust, enterprise, or nonprofit entity.

The Corporation is empowered by Section 145 of the Delaware General Corporation
Law, subject to the procedures and limitations stated therein, to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that such person is or was an
officer, employee, agent or director of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Corporation may
indemnify any such person against expenses (including attorneys' fees) in an
action by or in the right of the Corporation under the same conditions, except
that no indemnification is permitted without judicial approval if such person is
adjudged to be liable to the Corporation. To the extent a director or officer is
successful on the merits or otherwise in the defense of any action referred to
above, the Corporation must indemnify him against the expenses which he actually
and reasonably incurred in connection therewith.

Policies of insurance are maintained by the Corporation under which directors
and officers of the Corporation are insured, within the limits and subject to
the limitations of the policies, against
II-1

certain expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities which might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been such directors or officers.

The Corporation's Restated Certificate of Incorporation provides that no
director shall be personally liable to the Corporation or its stockholders for
monetary damages for any breach of fiduciary duty by such director as a
director, except (i) for breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.

ITEM 16. LIST OF EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) See Exhibit Index.

(b) All schedules are omitted because they are not applicable or the required
information is contained in the respective financial statements or notes
thereto.

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post- effective amendment to the registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

Provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference herein.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the bona fide offering thereof.

II-2

(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The Corporation hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Corporation's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the foregoing provisions, or otherwise, the Corporation
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Corporation of expenses incurred or paid by a director, officer or controlling
person of the Corporation in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Corporation will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT NO. 1 TO THE
REGISTRATION STATEMENT ON FORM S-3 TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF PITTSBURGH, COMMONWEALTH
OF PENNSYLVANIA, ON APRIL 24, 2002.

UNITED STATES STEEL CORPORATION

By: /s/ GRETCHEN R. HAGGERTY
------------------------------------
Name: Gretchen R. Haggerty
Title: Senior Vice President
and Controller

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
POST EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-3 HAS
BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON APRIL
24, 2002.

SIGNATURE TITLE
--------- -----

* Chairman of Board, Chief
----------------------------------------------------- Executive Officer and President
Thomas J. Usher (Principal Executive Officer and Director)

* Vice Chairman & Chief Financial Officer
----------------------------------------------------- (Principal Financial Officer,
John P. Surma, Jr. and Director)

/s/ GRETCHEN R. HAGGERTY Senior Vice President and Controller
----------------------------------------------------- (Controller)
Gretchen R. Haggerty

* Director
-----------------------------------------------------
J. Gary Cooper

* Director
-----------------------------------------------------
Robert J. Darnall

* Vice Chairman, and Director
-----------------------------------------------------
Roy G. Dorrance

* Director
-----------------------------------------------------
Shirley Ann Jackson

* Director
-----------------------------------------------------
Charles R. Lee

* Director
-----------------------------------------------------
Paul E. Lego

II-4

SIGNATURE TITLE
--------- -----

* Director
-----------------------------------------------------
John F. McGillicuddy

* Vice Chairman, and Director
-----------------------------------------------------
Dan D. Sandman

* Director
-----------------------------------------------------
Seth E. Schofield

* Director
-----------------------------------------------------
John W. Snow

* Director
-----------------------------------------------------
Douglas C. Yearley

*By: /s/ GRETCHEN R. HAGGERTY
-----------------------------------------------------
Gretchen R. Haggerty, Attorney-in-Fact

II-5

EXHIBIT LIST

EXHIBIT
NUMBER DESCRIPTION
------- -----------

3.1 Certificate of Incorporation of United States Steel
Corporation dated December 31, 2001 (incorporated by
reference to Exhibit 3(a) to United States Steel's Annual
Report on Form 10-K for the year ended December 31, 2001).
3.2 By-laws of United States Steel Corporation dated December
31, 2001, as currently in effect (incorporated by reference
to Exhibit 99.2 to United States Steel's Report on Form 8-K
dated December 31, 2001).
4.1 Rights Agreement, dated as of December 31, 2001, by and
between United States Steel and Mellon Investors Services,
LLC, as Rights Agent (incorporated by reference to Exhibit 4
to United States Steel's Registration Statement on Form
8-A/A filed on December 31, 2001).
4.2 Indenture, dated as of July 27, 2001 (as amended by the
First Supplemental Indenture dated as of November 26, 2001),
(incorporated by reference to Exhibit 4 to United States
Steel's Registration Statement on Form S-4 (File No.
333-85152) filed March 28, 2002).
4.3 Form of Indenture for Debt Securities (incorporated by
reference to Exhibit 4.1 to United States Steel's
Registration Statement on Form S-3 (File No. 333-84200)
filed on March 19, 2002).
*5 Opinion of Stephan K. Todd, Esq. regarding the validity of
United States Steel Corporation common stock to be issued.
23.1 Consent of PricewaterhouseCoopers LLP.
*23.2 Consent of Stephan K. Todd, Esq. is contained in opinion of
counsel filed as Exhibit 5.
24 Powers of Attorney

------------------

* Previously filed.

II-6