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                                                                   Exhibit 10.BB

                             FIRST AMENDMENT TO THE
            INLAND STEEL INDUSTRIES THRIFT PLAN ESOP TRUST AGREEMENT


     THIS FIRST AMENDMENT to Inland Steel Industries Thrift Plan ESOP Trust
Agreement dated July 7, 1989 is  made and entered into as of July 1, 1996 (the
"First Amendment") by  Inland Steel Industries, Inc., a Delaware corporation, as
sponsor of the plan referred to below (the "Company").

                                    RECITALS

     A.  The Company has established the Inland Steel Industries Thrift Plan
(the "Plan") for the benefit of employees of the Company and its affiliates.

     B.  Effective July 7, 1989, the Plan was amended to include a separate
component intended to qualify as an employee stock ownership plan (hereinafter
"ESOP Trust") within the meaning of Code Section 4975(e)(7).

     C.  The Company had appointed Harris Trust and Savings Bank, an Illinois
banking corporation ("Predecessor Trustee"),  as trustee of the ESOP Trust
effective July 7, 1989 pursuant to the terms of the Inland Steel Industries
Thrift Plan ESOP Trust dated July 7, 1989 (the "ESOP Trust Agreement").

     D.  The ESOP Trust Agreement created a trust thereunder (the "ESOP Trust")
that is primarily invested in shares of common stock and convertible preferred
stock of the Company.

     E.  Harris Trust and Savings Bank (the "Resigning ESOP Trustee")  has
delivered its written resignation effective July 1, 1996 as such trustee of the
ESOP Trust.

     F.  The Company has appointed LaSalle National Trust, N.A. (the "Successor
ESOP Trustee")  as trustee of the ESOP Trust effective July 1, 1996, and the
Successor  ESOP Trustee has agreed to act as such Successor  ESOP Trustee
pursuant to the terms of an Engagement Letter by and between the Company and the
Successor ESOP Trustee dated June 26, 1996.

     G.  Article VI of the ESOP Trust Agreement governs changes of the ESOP
Trustee.

     H.  Article VII of the ESOP Trust Agreement governs amendment of the ESOP
Trust.

                                   AMENDMENT

     Section 1.  Amendments.  Pursuant to the authority granted under Section
VII-I of the ESOP Trust Agreement to the Company to amend such Trust Agreement
at any time by action of  the Committee Trustees, the Company hereby amends the
ESOP Trust Agreement as follows:
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     (A) In the first paragraph of the ESOP Trust Agreement, the phrase "Harris
Trust and Savings Bank, an Illinois banking corporation" is hereby deleted and
the phrase "LaSalle National  Trust, N.A., a national banking association" is
substituted therefor.

     (B) In the recitals, the paragraph containing the  third recital is hereby
deleted and the following recitals substituted therefor:

       "WHEREAS, the Company had appointed Harris Trust and Savings Bank as
     trustee of the ESOP effective July 7, 1989;

       WHEREAS, Harris Trust and Savings Bank has resigned as such trustee
     effective July 1, 1996;

       WHEREAS, the Committee has  appointed the LaSalle National Trust, N.A. as
     successor trustee of the ESOP effective July 1, 1996;"

     (C) In the recitals, the paragraphs containing the fifth and sixth recitals
are hereby deleted and the following recitals substituted therefor:

       "WHEREAS, the ESOP Trust acquired shares of Company Stock with the
     proceeds of one or more loans which are exempt from the prohibited
     transaction rules under ERISA (the "ESOP Loan");

       WHEREAS, the Inland Steel Industries Stock Fund is part of the ESOP Trust
     effective as of July 7, 1989."

     (D) All paragraphs  of the ESOP Trust Agreement are  hereby amended to
delete the term "Committee Trustees" and to substitute the word "Committee"
therefor.

     (E) Article III is hereby amended to insert the following new sentence
following Paragraph III-3:

       "It is expressly agreed that any Short-Term Investments may be purchased
     by the Successor ESOP Trustee notwithstanding that an affiliate of the
     Successor ESOP Trustee has underwritten, privately placed or made a market
     for, any such Short-Term Investments, or may in the future underwrite,
     privately place or make a market in any such Short-Term Investments."

     (F) Article VI is hereby amended by insertion of the following new
paragraph following Paragraph VI-3:

       "VI-4.  Trust Estate.  Any successor ESOP Trustee shall succeed to all
     the right, title and estate vested in its predecessor without the signing
     of any further documents.  Each successor Trustee shall have all the
     powers, rights and duties conferred by this Trust Agreement as if
     originally named ESOP Trustee."