10-K, 1995
Other Items

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the fourth quarter of 1995.

Executive Officers of the Registrant.

The executive officers of Bethlehem as of March 15, 1996, are as follows:

All of the executive officers have held responsible management or professional positions with Bethlehem or its subsidiaries for more than the past five years.

The By-laws of Bethlehem provide that the officers shall be chosen annually by the Board of Directors and that each officer shall hold office until his successor shall have been elected and shall qualify or until his earlier death or his earlier resignation or removal in the manner provided in the By-laws.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS.

As of March 15, 1996, there were 110,867,942 shares of Bethlehem Common Stock outstanding held by approximately 38,295 stockholders of record. The principal market for Bethlehem Common Stock is the New York Stock Exchange. Bethlehem Common Stock is also listed on the Chicago Stock Exchange. Dividends on Bethlehem Common Stock are paid quarterly when declared by Bethlehem's Board of Directors.

Under the provisions of Bethlehem's 10-3/8% Senior Notes due 2003, Bethlehem's ability to pay dividends on its Common Stock is restricted. See Note K to the Consolidated Financial Statements. At December 31, 1995, about $450 million was available for the payment of Common Stock dividends under these provisions.

Bethlehem has not paid a dividend on its Common Stock since the fourth quarter of 1991. In accordance with Bethlehem's policy, future dividends will be determined by the Board of Directors (subject to any applicable restrictions) on the basis of attained results and the business outlook.

The following table sets forth, for the periods indicated, the high and low sales prices of Bethlehem Common Stock as reported in the consolidated transaction reporting system. The closing sale price of Bethlehem Common Stock on March 15, 1996, as reported in the consolidated transaction reporting system, was $13.75.

ITEM 6. SELECTED FINANCIAL DATA.

The information required by this Item is incorporated by reference from page 26 of Bethlehem's 1995 Annual Report to Stockholders. With the exception of the information specifically incorporated by reference, the 1995 Annual Report to Stockholders is not to be deemed filed as part of this Report for purposes of this Item.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The information required by this Item is incorporated by reference from pages 1 to 3 and 6 to 10, inclusive, of Bethlehem's 1995 Annual Report to Stockholders. With the exception of the information specifically incorporated by reference, the 1995 Annual Report to Stockholders is not to be deemed filed as part of this Report for purposes of this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information required by this Item is incorporated by reference from pages 11 to 23, inclusive, of Bethlehem's 1995 Annual Report to Stockholders. With the exception of the information specifically incorporated by reference, the 1995 Annual Report to Stockholders is not to be deemed filed as part of this Report for purposes of this Item.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

In addition to the information set forth under thsse caption "Executive Officers of the Registrant" in Part I of this Report, the information required by this Item is incorporated by reference from pages 2 to 6, inclusive, of Bethlehem's Proxy Statement for the 1996 Annual Meeting of Stockholders. With the exception of the information specifically incorporated by reference, Bethlehem's Proxy Statement is not to be deemed filed as part of this Report for purposes of this Item.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this Item is incorporated by reference from pages 9 to 14, inclusive, of Bethlehem's Proxy Statement for the 1996 Annual Meeting of Stockholders. With the exception of the information specifically incorporated by reference, Bethlehem's Proxy Statement is not to be deemed filed as part of this Report for purposes of this Item.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information required by this Item is incorporated by reference from pages 7 and 15 of Bethlehem's Proxy Statement for the 1996 Annual Meeting of Stockholders. With the exception of the information specifically incorporated by reference, Bethlehem's Proxy Statement is not to be deemed filed as part of this Report for purposes of this Item.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required by this Item is incorporated by reference from the material appearing under the heading "Indemnification Assurance Agreements" appearing on page 15 of Bethlehem's Proxy Statement for the 1996 Annual Meeting of Stockholders. With the exception of the information specifically incorporated by reference, Bethlehem's Proxy Statement is not to be deemed filed as part of this Report for purposes of this Item.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

1. Documents filed as part of this Report:
   

   The following is an index of the financial statements, schedules and exhibits included in this Report or incorporated herein by reference.
   
   

   1. Financial Statements.
      

      BETHLEHEM STEEL CORPORATION AND CONSOLIDATED SUBSIDIARIES
      

      Page

      Consolidated Statements of Income for the years 1995, 1994 and 1993 *

      Consolidated Balance Sheets, December 31, 1995, and

      December 31, 1994 *

      Consolidated Statements of Cash Flows for the years 1995,

      1994 and 1993 *

      Notes to Consolidated Financial Statements

      (Including Quarterly Financial Data) *
      

   2. Consolidated Financial Statement Schedules.
      

      Report of Independent Auditors On Consolidated Financial

      Statement Schedules F-1
      

      Schedules:
      

      II -- Valuation and Qualifying Accounts and Reserves, years

      ended December 31, 1995, 1994 and 1993 F-3
      

      * Incorporated in this Report by reference from pages 11 to 23, inclusive, of Bethlehem's 1995 Annual Report to Stockholders referred to below.
      

      The Consolidated Financial Statements, together with the report thereon of Price Waterhouse LLP dated January 31, 1996, appearing on pages 11 to 24, inclusive, of the 1995 Annual Report to Stockholders are incorporated by reference in this Form 10-K Annual Report. With the exception of those pages, the 1995 Annual Report to Stockholders is not to be deemed filed as part of this Report for purposes of this Item. The Schedules listed above should be read in conjunction with the consolidated financial statements in such 1995 Annual Report to Stockholders.

      Schedules not included have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
      

      Separate financial statements of subsidiaries not consolidated and 50 percent or less owned persons accounted for by the equity method have been omitted because considered in the aggregate as a single subsidiary they do not constitute a significant subsidiary.
      

   3. Exhibits.
      

      The following is an index of the exhibits included in this Report or incorporated herein by reference.
      

      (3)(a) Second Restated Certificate of Incorporation (Incorporated by reference from Exhibit 3 to Bethlehem's quarterly report on Form 10-Q for the quarter ended March 31, 1994).
      

      (b) Amendment to Second Restated Certificate of Incorporation (Incorporated by reference from Exhibit 3(i) to Bethlehem's quarterly report on Form 10-Q for the quarter ended June 30, 1995).
      

      (c) By-laws of Bethlehem Steel Corporation, as amended October 1, 1988 (Incorporated by reference from Exhibit (3)(b) to Bethlehem's Annual Report on Form 10�K for the fiscal year ended December 31, 1993).
      

      (4)(a) Rights Agreement, dated as of September 28, 1988, between Bethlehem Steel Corporation and Morgan Shareholder Services Trust Company (Incorporated by reference from Exhibit (4)(a) to Bethlehem's Annual Report on Form 10�K for the fiscal year ended December 31, 1993).
      

      (b) Amendment to Rights Agreement, dated as of November 1, 1995, between Bethlehem Steel Corporation and First Chicago Trust Company of New York (formerly Morgan Shareholder Services Trust Company).
      

      *(10)(a) Excess Benefit Plan of Bethlehem Steel Corporation and Subsidiary Companies, as amended July 29, 1992 (Incorporated by reference from Exhibit 10(a) to Bethlehem's quarterly report on Form 10-Q for the quarter ended June 30, 1992).
      

      * Compensatory plans in which Bethlehem's directors and executive officers participate.

      *(b) 1988 Stock Incentive Plan of Bethlehem Steel Corporation (Incorporated by reference from Exhibit 10(b) to Bethlehem's Annual Report on Form 10-K for the fiscal year ended December 31, 1992).
      

      *(c) 1994 Stock Incentive Plan of Bethlehem Steel Corporation (Incorporated by reference from Exhibit 1 to Bethlehem's Proxy Statement in connection with its Annual Meeting of Shareholders held on April 26, 1994).
      

      *(d) 1994 Non�Employee Directors Stock Plan of Bethlehem Steel Corporation (Incorporated by reference from Exhibit 2 to Bethlehem's Proxy Statement in connection with its Annual Meeting of Shareholders held on April 26, 1994).
      

      *(e) Special Incentive Compensation Plan of Bethlehem Steel Corporation, which is contained in Article Seven of the Second Restated Certificate of Incorporation referred to in Exhibit 3(a) to this Report.
      

      *(f) Supplemental Benefits Plan of Bethlehem Steel Corporation and Subsidiary Companies, as amended July 29, 1992 (Incorporated by reference from Exhibit 10(b) to Bethlehem's quarterly report on Form 10-Q for the quarter ended June 30, 1992).
      

      *(g) Post-Retirement Retainer Plan for Non-Officer Directors (Incorporated by reference from Exhibit (10)(o) to Bethlehem's Annual Report on Form 10-K for the fiscal year ended December 31, 1992).
      

      (h) Form of Indemnification Assurance Agreement between Bethlehem Steel Corporation and each of its directors and executive officers listed on Schedule A thereto.
      

      (11) Statement regarding computation of per share earnings.
      

      (13) Those portions of the 1995 Annual Report to Stockholders of Bethlehem Steel Corporation which are incorporated by reference into this Form 10-K Annual Report.
      

      (23) Consent of Independent Auditors (included on page F-2 of this Report).
      

      (24) Power of Attorney.
      

      (27) Financial Data Schedule.
      

      * Compensatory plans in which Bethlehem's directors and executive officers participate.
      

2. Reports on Form 8-K.
   

   During the quarter ended December 31, 1995, no reports on Form 8-K were filed by Bethlehem.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Bethlehem Steel Corporation has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 26th day of March, 1996.

BETHLEHEM STEEL CORPORATION,

by /s/ Lonnie A. Arnett     

Lonnie A. Arnett

Vice President and Controller

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of Bethlehem Steel Corporation and in the capacities indicated on the 26th day of March, 1996.

/s/ Curtis H. Barnette *

Curtis H. Barnette Thomas L. Holton

Chairman and Director Director

(principal executive officer)

/s/ Gary L. Millenbruch *

Gary L. Millenbruch Lewis B. Kaden

Executive Vice President, Treasurer Director

and Director

(principal financial officer)

/s/ Lonnie A. Arnett *

Lonnie A. Arnett Harry P. Kamen

Vice President and Controller Director

(principal accounting officer)

* *

Benjamin R. Civiletti Winthrop Knowlton

Director Director

* *

Worley H. Clark Robert McClements, Jr.

Director Director

* * John B. Curcio Roger P. Penny

Director Director

* *

Shirley D. Peterson William A. Pogue

Director Director

* *

Dean P. Phypers John F. Ruffle

Director Director

*By /s/ Lonnie A. Arnett

Lonnie A. Arnett

(Attorney-in-Fact)

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