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                                                                   Exhibit 10(l)


                          Bethlehem Steel Corporation
               Non-Employee Directors Deferred Compensation Plan
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     1.  Purpose.  The purpose of the Bethlehem Steel Corporation Non-Employee
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Directors Deferred Compensation Plan (the "Plan") is to provide each eligible
member of the Board of Directors (the "Board") of Bethlehem Steel Corporation, a
Delaware corporation (the "Corporation"), with the opportunity to defer the
payment of all or a specified part of the cash compensation ("Compensation")
payable to him for service as a director of the Corporation.  Compensation
includes annual retainer fees and Board and Committee meeting fees.

     2.  Eligibility.  Any member of the Board who is not an officer or
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employee of the Corporation or of a wholly-owned subsidiary of the Corporation
("Eligible Director") will be eligible to participate in the Plan (any such
participating Eligible Director being hereinafter called a "Participant").

     3.  Election to Defer.  In order to become a Participant in the Plan, an
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Eligible Director must make an election, on or before December 31 of a calendar
year, to defer payment of all or a specified part of Compensation, subject to a
minimum annual deferral of $500, that would otherwise be payable to him for
service during the following calendar year and each succeeding calendar year
thereafter.  An Eligible Director must make the election by timely delivering to
the Secretary of the Corporation a completed Deferred Compensation Form provided
by the Corporation for purposes of implementing the provisions of the Plan.

     Any person who shall become an Eligible Director after January 1 of a
calendar year, and who was not an Eligible Director on the preceding December
31, may elect, before his term as a member of the Board begins, to defer payment
of all or a specified part of Compensation for the remainder of such calendar
year and for each succeeding calendar year until such election is modified or
terminated as provided herein.  The Director must make the election by timely
delivering to the Secretary of the Corporation a completed Deferred Compensation
Form.

     Once an initial election has been made, a Participant may modify the
election with respect to the amount of Compensation that is being deferred or
the investment option that is being used by delivering a revised Deferred
Compensation Form to the Secretary of the Corporation.  The modified election
shall be effective for each calendar year following the calendar year in which
such Form is delivered to the Secretary and shall continue in effect until
further modified or terminated as provided herein.
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     A Participant may terminate an election to defer Compensation at any time
by delivering a written notice of termination to the Secretary of the
Corporation. The termination shall become effective as of the end of the
calendar year in which notice of termination is received by the Secretary of the
Corporation, and shall remain effective for all subsequent calendar years unless
a new Deferred Compensation Form is completed, signed and delivered to the
Secretary of the Corporation. The termination shall not affect amounts credited
to the Participant's account prior to the effective date of termination, which
amounts shall be paid only in accordance with paragraphs 7 and 8 hereof.

     4.  Amount of Deferral.  A Participant may elect to defer all or a portion
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of the Compensation payable to him for service as a director of the Corporation.

     5.  Status of Accounts.  The Corporation shall hold all Compensation
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deferred under the Plan as part of its general funds.  However, the Corporation
shall establish, as required, the following individual bookkeeping accounts for
each Participant in the Plan:

         (a)   Deferred Cash Account - The Corporation shall establish an
individual Deferred Cash Account for each Participant in the Plan.  The
Corporation shall credit deferred Compensation to a Participant's Deferred Cash
Account on the date that it would have paid such Compensation to the Participant
in the absence of a deferral election.  The Corporation shall also credit the
Participant's Deferred Cash Account, at periods determined by the Corporation,
with investment returns based on the investment options elected by the
Participant from the options that are approved from time to time by the Board.

         (b)   Deferred Stock Account - The Corporation shall establish an
individual Deferred Stock Account for each Participant who elects, as one of his
investment options, to defer all or a specified part of his Compensation in the
form of the Corporation's common stock.  The Corporation shall credit the
Participant's Deferred Stock Account, at periods determined by the Corporation,
with common stock units based on the fair market value of the Corporation's
common stock on the date that it would have paid such Compensation to the
Participant in the absence of a deferral election.  No single Participant may
acquire under the Plan more than one percent of the shares of the Corporation's
common stock outstanding at December 1, 2000.

     The deferral of Compensation and the establishment of individual cash and
stock accounts is not intended to, and shall not be deemed to, create a trust,
and no Participant shall have any ownership interest in any such accounts.  A
Participant's right to deferred Compensation, common stock and interest credited
to his individual accounts under the Plan shall not be assignable or otherwise
transferable during his lifetime.
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     6.  Grantor (Rabbi) Trust.  Notwithstanding paragraph 5 above, the
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Corporation may, in its sole discretion, establish a grantor trust for the
purpose of discharging its obligation with respect to the individual accounts of
Participants; provided, however, that the Corporation must promptly establish a
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grantor trust if a Potential Change in Control (as defined below) shall occur.
If established, such trust shall provide for a separate account for each
Participant and require that all of the Corporation's assets held in the trust
remain at all times subject to the Corporation's judgment creditors.

     For purposes of this Plan, the term Potential Change in Control shall be
deemed to have occurred if (a) the Corporation shall enter into an agreement,
the consummation of which would result in the occurrence of a Change in Control
of the Corporation; (b) any person other than the Corporation shall publicly
announce an intention to take or to consider taking actions which if consummated
would constitute a Change in Control of the Corporation; (c) any person other
than the Corporation or a subsidiary of the Corporation or any employee benefit
plan sponsored by the Corporation or a subsidiary of the Corporation shall
become the beneficial owner (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934) of securities of the Corporation representing
10% or more of the combined voting power of the Corporation's then outstanding
securities ordinarily (and apart from rights accruing under special
circumstances) having the right to vote in the election of directors as a result
of a tender or exchange offer, open market purchases, privately negotiated
purchases or otherwise, unless more than 50% of those directors of the
Corporation who shall then be non-officer directors shall prior to, or
immediately after reaching such 10% beneficial ownership level, vote in favor of
a resolution of the Board of Directors determining, or join in a written
declaration to the effect, that such beneficial ownership will not constitute a
Potential Change in Control, or (d) more than 50% of those directors of the
Corporation who shall then be non-officer directors shall vote in favor of a
resolution, or join in a written declaration, to the effect that a Potential
Change in Control for the purposes of this Plan shall have occurred.  The term
Change in Control shall have the meaning set forth from time to time in the 1998
Stock Incentive Plan of Bethlehem Steel Corporation or its successor plans.

     7.  Disbursement Schedules.  Each Participant shall elect on the Deferred
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Compensation Form one of the following options for payment of deferred
Compensation and investment returns credited to his individual Deferred Cash
Account under the Plan:

         a)  A lump-sum payment, or

         b)  Equal annual installments for a period of up to 10 years.

     Except as otherwise provided in this paragraph or in paragraph 8 hereof,
the Corporation will make a lump-sum payment, or commence payment of annual
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installments in January of the calendar year following the calendar year in
which the Participant ceases to be a member of the Board for any reason.  At the
same time, the Corporation will also distribute to the Participant the shares of
the Corporation's common stock then credited to the Participant's Deferred Stock
Account (cash will be paid in lieu of fractional shares).  If, however, the
Board determines that it is in the best interest of the Corporation that a
Participant remain a member of the Board beyond his mandatory retirement age (as
set forth in the Board's retirement policy for non-employee directors) and the
Participant agrees to so remain, the Board may, in its sole discretion, permit
such Participant to receive a distribution under the Plan in January of the
calendar year following the calendar year in which the Participant reaches his
mandatory retirement age.

     8.   Death of a Participant.  Upon the death of a Participant, the
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Corporation shall promptly make a lump-sum payment of all amounts then credited
to the Participant's Deferred Cash Account and a distribution of all the
Corporation's common stock then credited to the Participant's Deferred Stock
Account (cash will be paid in lieu of fractional shares) to the beneficiary
designated on the Participant's Deferred Compensation Form.  A Participant may
revoke or change his beneficiary designation at any time by delivering a revised
Deferred Compensation Form to the Secretary of the Corporation.  If a
Participant does not designate a beneficiary, or if his designated beneficiary
predeceases him, payment shall be made to the Participant's estate.

     9.   Amendment or Termination of the Plan.  The Board may amend or
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terminate the Plan at any time.  However, any such amendment or termination of
the Plan will not have the effect of (a) reducing the amount that any
Participant is entitled to receive immediately prior to such amendment or
termination, or (b) accelerating the payment of any amount previously credited
to a Participant's account.

     10.  Administration.  Except as otherwise expressly provided herein, the
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Secretary of the Corporation shall be responsible for the administration of the
Plan.

     11.  Governing Law.  The terms of the Plan and all rights and obligations
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hereunder shall be governed by, and construed in accordance with, the laws of
the State of Delaware.

     12.  Gender.  Words in the masculine gender used herein shall be deemed to
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include the feminine gender.

     13.  Effective Date.  The effective date of the Plan is December 1, 2000.
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                   Bethlehem Steel Corporation Non-Employee
                     Directors Deferred Compensation Plan
                      Deferred Compensation Election Form
                      -----------------------------------


          I, _____________________________, an Eligible Director for purposes of
the Bethlehem Steel Corporation Non-Employee Directors Deferred Compensation
Plan (the "Plan"), hereby elect to participate in the Plan and to defer ( %)
(enter 0% to 100%) of my cash compensation, including fees, payable to me for
service as a member of the Board of Directors of Bethlehem Steel Corporation and
any committee of said Board on which I serve.

          This election applies to any compensation payable to me for service
during the calendar year that commences after the date hereof (or, in the case
of an Eligible Director who was not a member of said Board on the preceding
December 31 and whose term has not begun as of the date hereof, for service
during the remainder of the current calendar year) and in any succeeding
calendar year thereafter.

          I understand that this election shall remain in effect until January 1
of the calendar year following the year in which I deliver a revised Deferred
Compensation Form or written notice of the termination of this election to the
Secretary of Bethlehem Steel Corporation.

          I hereby irrevocably elect that compensation deferred to my Deferred
Cash Account under the Plan, and any investment returns related to such Account
under the Plan, be paid to me, in accordance with the Plan, as follows:

               Percentage (%)*

               ______ lump sum payment

               ______ equal annual installments over a period of____ years
                      (cannot exceed 10 years).

I also understand and irrevocably agree that any Bethlehem Common Stock units
credited to my Deferred Stock Account pursuant to my election will be
distributed to me, in accordance with the Plan, as shares of Bethlehem Common
Stock (cash will be paid in lieu of fractional shares).
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          I hereby elect the investment returns be credited to my account in
accordance with the following investment option(s):

               Options(s)                                    Percentage (%)*

               (1)  Bethlehem Savings Plan stable
                    value fund rate                          ________

               (2)  10-year Treasury Bills                   ________

               (3)  S&P 500 Index return                     ________

               (4)  Bethlehem Pension Trust Fund overall
                    investment returns                       ________

               (5)  Deferred Stock Account                   ________

* The percentage total should equal 100.

Designation of Beneficiary
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     I hereby designate
                         ______________________________________

                         ______________________________________

                         ______________________________________
                         (specify name and address)


as my beneficiary to receive any amounts payable to me under the Plan after my
death. I understand that if I do not designate a beneficiary, or if my
designated beneficiary predeceases me, any amounts payable under the Plan will
be paid to my estate.

          I agree to be bound by the terms and conditions of the Plan and agree
that such terms and conditions shall be binding upon my beneficiaries,
distributees, and personal representatives.

Date:  ____________________

                                             ___________________________
                                                  Director