Exhibit 10.1



                         SIXTH AMENDMENT TO THE AMENDED
                   AND RESTATED RECEIVABLES PURCHASE AGREEMENT

     THIS  SIXTH  AMENDMENT  TO  THE AMENDED AND RESTATED  RECEIVABLES  PURCHASE
AGREEMENT, dated as of March 30, 2005 (this "Amendment"), is entered into by and
among  U.S.  STEEL  RECEIVABLES LLC, a Delaware limited  liability  company,  as
Seller (the "Seller"), UNITED STATES STEEL CORPORATION (formerly known as United
States  Steel LLC, in its individual capacity "USS"), a Delaware corporation  as
initial  Servicer (in such capacity, together with its successors and  permitted
assigns  in  such capacity, the "Servicer"), each FUNDING AGENT  listed  on  the
signature  pages hereto on behalf of their respective CP Conduit Purchasers  and
Committed Purchasers (collectively, the "Funding Agents") and THE BANK  OF  NOVA
SCOTIA,  a  Canadian  chartered bank acting through  its  New  York  Agency,  as
Collateral Agent for the CP Conduit Purchasers and Committed Purchasers (in such
capacity,  together  with  its  successors and assigns  in  such  capacity,  the
"Collateral  Agent").  Capitalized terms used and not otherwise  defined  herein
are  used as defined in the Amended and Restated Receivables Purchase Agreement,
dated as of November 28, 2001 (as amended or otherwise modified through the date
hereof,  the  "Agreement"),  among the Seller,  the  Servicer,  the  CP  Conduit
Purchasers from time to time party thereto, the Committed Purchasers  from  time
to time party thereto, the Funding Agents and the Collateral Agent.

     WHEREAS,  the  parties  hereto desire to amend  the  Agreement  in  certain
respects as provided herein.

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

     SECTION 1.       Amendments.

          1.1   Paragraph  (c)  of  the definition of "Eligible  Receivable"  in
     Exhibit  I to the Agreement is hereby amended and restated in its  entirety
     to read as follows:

          "(c)       that does not have a stated maturity which is more than  64
     days after the original invoice date,"

          1.2   The definition of "Loss Reserve Percentage" in Exhibit I to  the
     Agreement  is  hereby  amended and restated in  its  entirety  to  read  as
     follows:

          ""Loss Reserve Percentage" means, on any date, the greater of: (a) the
     sum  of 12% and the Joint Venture Obligor Percentage at such time, and  (b)
     (i)  the  product  of (x) the Reserve Adjustment Factor times  the  highest
     average  of  the  Default Ratios for any three consecutive calendar  months
     during  the  twelve  most  recent calendar months  multiplied  by  (y)  the
     aggregate amount of Receivables generated by the Originators during (A) if,
     pursuant  to  Section 2(j) of Exhibit IV to the Agreement, the Servicer  is
     only  required  to provide a Monthly Report, the five most recent  calendar
     months,  (B) if, pursuant to Section 2(j) of Exhibit IV  to the  Agreement,
     the  Servicer is required to provide a Weekly Report, the sum of  the  four
     most  recent  calendar  months, plus 0.25,  times  the  fifth  most  recent
     calendar  month and (C) if, pursuant to Section 2(j) of Exhibit IV  to  the
     Agreement,  the  Servicer is required to provide a Daily Report,  the  four
     most  recent  calendar  months divided by (ii)  the  Net  Receivables  Pool
     Balance on such date."

           1.3   The  definition of "Payment Terms Factor" in Exhibit I  to  the
     Agreement is hereby deleted in its entirety.

           1.4   Section 2 in Exhibit II to the Agreement is hereby  amended  by
     adding the following clause (c) thereto:

           "(c)   Notwithstanding anything in this Agreement  or  in  any  other
     Transaction Document to the contrary, neither the Seller nor Servicer shall
     request  any  Transfer  from  a  CP Conduit Purchaser  and  no  CP  Conduit
     Purchaser shall be under any obligation whatsoever to fund any such request
     or  shall  be  liable  for the failure to fund any Transfer  so  requested,
     unless  and  until the Collateral Agent and each Funding Agent  shall  have
     (i) received a copy of all applicable documents, reports, or other records,
     in  each  case  in  form  and  substance  reasonably  satisfactory  to  the
     Collateral  Agent and each of the Funding Agents, reasonably  requested  by
     the  Collateral  Agent  or  any Funding Agent; and  (ii)  received  results
     satisfactory to each such Person (in their sole determination) of an agreed
     upon  procedures  field  exam,  in form and substance  acceptable  to  each
     Funding Agent and the Collateral Agent, performed by PricewaterhouseCoopers
     or   another  firm  of  certified  public  accountants  or  other  auditors
     reasonably  acceptable to each Funding Agent and the Collateral  Agent  and
     each  shall  have  confirmed  in writing to the Servicer  (a  "Satisfaction
     Notice")  that  all  the documents, reports, records and  the  agreed  upon
     procedures  field exam required by this clause (c) are satisfactory.   Upon
     Servicer's receipt of the Satisfaction Notice, this clause (c) shall be  of
     no  further force and effect, and all requests for transfers after the date
     of  the Satisfaction Notice shall be subject to the terms of this Agreement
     (including Section 1.2, but not including this clause (c)).

           1.5   Each  of  Sections 2(j)(vii) and (viii) in Exhibit  IV  to  the
     Agreement are hereby amended by adding the following proviso at the end  of
     each such section:

           ";  provided that no such report shall be required if, at such  time,
     there  is  no  Capital outstanding, the Servicer shall not be  required  to
     deliver the report referred to in this subsection".

     SECTION 2.       Agreement in Full Force and Effect as Amended.

     Except  as specifically amended hereby, the Agreement shall remain in  full
force  and effect.  All references to the Agreement shall be deemed to mean  the
Agreement as modified hereby.  This Amendment shall not constitute a novation of
the  Agreement,  but shall constitute an amendment thereof.  The parties  hereto
agree  to  be bound by the terms and conditions of the Agreement, as amended  by
this Amendment, as though such terms and conditions were set forth herein.

     SECTION 3.       Effectiveness of this Amendment.

     A.   This Amendment shall become effective as of the date hereof upon
receipt by the  Collateral  Agent  and  each  Funding Agent  of  counterparts
(whether  by facsimile  or otherwise) of this Amendment duly executed by each of
the  parties hereto.

     SECTION  4.       Representations and Warranties of USS and Seller; Further
Assurances.

     A.   USS and the Seller, each for itself only, hereby represent and warrant
that,  upon  this Amendment becoming effective, (i) each of the representations,
warranties,  covenants and agreements made by it under each of  the  Transaction
Documents to which it is a party are true and correct as of the date hereof.

     B.   USS and the Seller hereby agree to provide (or to cause to be
provided) to the Collateral Agent and each Funding Agent, a copy of all
documents, agreements, instruments, certificates or other records or receipts,
if any, relating to the subject matter of this Amendment, as the Collateral
Agent or any Funding Agent may reasonably request.

     SECTION 5.       Miscellaneous.

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

     B.   The descriptive headings of the various sections of this Amendment are
inserted for convenience of reference only and shall not be deemed to affect the
meaning or construction of any of the provisions hereof.

     C.   This Amendment may not be amended or otherwise modified except as
provided in the Agreement.

     D.   Each of the Collateral Agent and the Funding Agents do not waive and
have not waived, and hereby expressly reserve, its right at any time to take any
and all actions, and to exercise any and all remedies, authorized or permitted
under the Agreement, as amended, or any of the other Transaction Documents, or
available at law or equity or otherwise.

     E.   Any provision in this Amendment that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     F.   THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAW).

     IN  WITNESS WHEREOF, the parties have caused this Amendment to be  executed
by  their  respective officers thereunto duly authorized, as of the  date  first
above written.


                              UNITED STATES STEEL CORPORATION,
                              as initial Servicer

                              By:    /s/ G. R. Haggerty
                                     ---------------------
                              Name:  G. R. Haggerty
                              Title: Executive Vice President and Chief
                                     Financial Officer

                              U.S. STEEL RECEIVABLES LLC, as Seller

                              By:    /s/ L. T. Brockway
                                     ---------------------
                              Name:  L.T. Brockway
                              Title: Vice President

                              FUNDING AGENTS AND PURCHASERS:

                              THE  BANK OF NOVA SCOTIA, as a Committed Purchaser
                              for  Liberty Street Funding Corp., and as  Funding
                              Agent  for  Liberty Street Funding Corp.  and  The
                              Bank of Nova Scotia, as Purchasers

                              By:    /s/ Norman Last
                                     ---------------------
                              Name:  Norman Last
                              Title: Managing Director

                              LIBERTY STREET FUNDING CORP.,
                              as a CP Conduit Purchaser

                              By:    /s/ Bernard J. Angelo
                                     ---------------------
                              Name:  Bernard J. Angelo
                              Title: Vice President

                              JPMORGAN CHASE BANK, as a Committed Purchaser  for
                              Delaware  Funding Corporation and  JPMorgan  Chase
                              Bank, as Purchasers

                              By:    /s/ Leo Loughead
                                     ---------------------
                              Name:  Leo Loughead
                              Title: Managing Director

                              JPMORGAN  CHASE  BANK,  as  a  Funding  Agent  for
                              Delaware Funding Corporation

                              By:    /s/ Leo Loughead
                                     ---------------------
                              Name:  Leo Loughead
                              Title: Managing Director

                              JPMORGAN  CHASE  BANK,  as  attorney-in-fact   for
                              Delaware  Funding Corporation,  as  a  CP  Conduit
                              Purchaser

                              By:    /s/ Leo Loughead
                                     ---------------------
                              Name:  Leo Loughead
                              Title: Managing Director

                              COLLATERAL AGENT:

                              THE BANK OF NOVA SCOTIA,
                              as Collateral Agent

                              By:    /s/ Norman Last
                                     ---------------------
                              Name:  Norman Last
                              Title: Managing Director