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                                                               Exhibit (10)-(59)
                              EIGHTH AMENDMENT TO
                         PBGC-LTV SETTLEMENT AGREEMENT


         This Eighth Amendment to the PBGC-LTV Settlement Agreement (this
"Amendment") is made as of December 12, 1995, by and among PBGC, LTV and each
other member of the  LTV Controlled Group (as defined in the Settlement
Agreement), including, without limitation, LTV Steel Company, Inc., a
corporation organized under the laws of New Jersey ("LTV Steel").  Capitalized
terms used without definition herein shall have the same meanings as set forth
in the Settlement Agreement.

                                    RECITALS

         WHEREAS, on June 28, 1993, the PBGC, LTV, and each other member of the
Initial LTV Group entered into the Settlement Agreement as amended to the date
hereof (the "Settlement Agreement");

         WHEREAS, Section 7.7(b)(ii) of the Settlement Agreement requires
payment of  Benefit Increase Amortization Amounts in the event of an amendment
creating unfunded past service liabilities under a Restored Plan;

         WHEREAS, Section 5.8 of the Settlement Agreement, added by the First
Amendment to the Settlement Agreement and as thereafter amended, provides for
the making, treatment and application of Advance Contributions;

         WHEREAS, the Retirement Protection Act, enacted as part of P.L.
103-465, amended ERISA to establish new funding and other requirements, some of
which are applicable to plans maintained by LTV;





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         WHEREAS, LTV has determined and communicated to PBGC that it wishes to
make certain amendments to two of the Restored Plans  in response to the
applicability of the Retirement Protection Act;

         WHEREAS, LTV desires the ability to apply Advance Contributions to the
Benefit Increase Amortization Amount payments resulting from such amendments to
such Restored Plans;

         WHEREAS, the Settlement Agreement authorizes the amendment of that
Agreement pursuant to an agreement entered into by the PBGC and LTV evidenced
by written instrument signed by their authorized representatives; and

         WHEREAS, subject to the terms and conditions contained herein, the
PBGC consents and is willing to agree to such amendments to the Settlement
Agreement as provided below;

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1.     AMENDMENT OF SETTLEMENT AGREEMENT
               ---------------------------------

         Section 5.8(b) is amended in its entirety  to read as follows:

                 (b)  LTV shall have the right to apply any amounts in the
Advance Contribution Credit Account toward (i) the full or partial payment of
any Annual Fixed Contribution required under Section 5.4, (ii) any variable
annual contribution required under Section 5.5(a), (iii) any contribution
required by the last sentence of the first paragraph of Section 5.2(b);
PROVIDED, HOWEVER, that no amounts in the Advance Contribution Credit Account
may be applied to the Annual Fixed Contribution for 1994, including all Fixed
Periodic Contributions relating thereto, nor to the variable annual
contribution due March 31, 1994 relating to Available Cash Flow for the portion
of Fiscal Year 1993 following the last day of the calendar month immediately
preceding the Effective Date as set forth in the first sentence of Section
5.5(a), or) (iv) the full or partial payment of any Benefit Increase
Amortization Amount resulting from the adoption of Amendment No. 1 to the LTV
Steel (J&L) Hourly Pension Plan or Amendment No. 1 to the LTV Steel (Republic)
Hourly Pension Plan. Immediately upon the exercise of such right, LTV shall (i)
notify the PBGC of the application of amounts in the Advance Contribution
Credit Account, together with a summary, in reasonable detail, of the amount of
such application and the type, amount and date of the contribution to which
such application relates, and (ii) reduce the amount in the Advance
Contribution Credit Account by the amount so applied.





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SECTION 2.    SATISFACTION OF SECURITY REQUIREMENT
              ------------------------------------

    The requirement of Section 12.3(g)(ii) of the Settlement Agreement shall be
deemed to be satisfied on the condition that LTV shall retain in the Advance
Contribution Credit Account an amount equal to the portion of the Benefit
Increase Amortization Amounts described in Section 1 hereof which has not been
paid.  Such retained amount shall be reduced only as amounts in the Advance
Contribution  Credit Account, or cash contributions, are applied to the payment
of such Benefit Increase Amortization Amounts, and shall not be available for
any other purpose.

SECTION 3.    EFFECTIVENESS AND MISCELLANEOUS PROVISIONS
              ------------------------------------------

     A.  EFFECTIVENESS.  This Amendment shall become effective as of the
effective date of the plan amendments referred to in Section 1 hereof (the
"Eighth Amendment Effective Date") when it, or a counterpart thereof, is
executed by a duly authorized officer of each of the PBGC and LTV and LTV
Steel.

    B.  REFERENCE TO AND EFFECT ON THE SETTLEMENT AGREEMENT.
    (i)  On and after the Eighth Amendment Effective Date, each reference in
the Settlement Agreement to "this Agreement", "hereunder", "hereof", or words
of like import referring to the Settlement Agreement shall mean and be a
reference to the Settlement Agreement as amended by this Amendment.

    (ii)  Except as specifically amended by this Amendment, the Settlement
Agreement shall remain in full force and effect.

    C.  APPLICABLE LAW.  This Amendment shall be interpreted in accordance with
and governed by the law of the State of New York, except to the extent
preempted by federal law.





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    D.  COUNTERPARTS.  This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.

    IN WITNESS WHEREOF, the parties to this Amendment have caused this Eighth
Amendment to be duly executed and delivered by their respective duly authorized
officers or representatives as of the day and year first written above.

                                        PENSION BENEFIT GUARANTY
                                          CORPORATION


                                        By:     /s/ Ellen A. Hennessy
                                           ---------------------------------
                                                Deputy Executive Director 
                                        Title:  and Chief Negotiator
                                              ------------------------------
                                        Date:   December 12, 1995
                                             -------------------------------

                                        THE LTV CORPORATION, on behalf of      
                                        itself and the other members of the LTV
                                        Controlled Group                       

                                        By:     /s/ A. W. Huge
                                           --------------------------------- 
                                                Senior Vice President and 
                                        Title:  Chief Financial Officer
                                              ------------------------------
                                        Date:   December 8, 1995
                                             -------------------------------


                                        LTV STEEL COMPANY, INC.

                                        By:     /s/ A. W. Huge
                                           ---------------------------------
                                                Senior Vice President and 
                                        Title:  Chief Financial Officer
                                              ------------------------------
                                        Date:   December 8, 1995
                                             -------------------------------





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