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                                EXHIBIT 10.44.1


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                                                                 Exhibit 10.44.1

                                 TRANSTAR, INC.
                           AMENDED STOCK OPTION PLAN

          The purposes of the Transtar, Inc. Stock Option Plan (this "Plan")
are to promote the interests of Transtar, Inc. ("Transtar") and its
stockholders by attracting and retaining key management employees of
exceptional ability; to maximize Transtar's long-term success and return to
stockholders; and to provide certain key management employees with a greater
incentive to contribute to the success of Transtar through the award and
exercise of stock options ("Options") in Transtar Class B Non-Voting Common
Stock (the "Stock").

          1. ELIGIBILITY - Key management employees of Transtar and any of its
subsidiaries (the "Participants") selected by the "Compensation Committee"
(defined in Section 2 of this Plan) shall be eligible to participate in this
Plan.

          2. COMPENSATION COMMITTEE - The Board of Directors of Transtar (the
"Board") shall appoint a committee (the "Compensation Committee") consisting of
some or all of the members of the Board, who shall administer this Plan and
serve at the pleasure of the Board. The Compensation Committee shall have full
and final power and authority to designate Participants, to determine the terms
of Plan participation, to determine the restrictions on transfer applicable to
the Options awarded under this Plan and to the Stock subject to the Options, to
determine the treatment of dividends paid on the Stock and of compensation in
lieu of dividends, to supervise the administration of and to interpret this
Plan, to promulgate rules and regulations and to take all actions in connection
with or relating to this Plan as it deems necessary. Any determination or
action of the Compensation Committee shall be by unanimous vote of all of its
members and shall be final, conclusive and binding upon all Participants and
their respective heirs, executors and assigns.

          3. OPTION AWARDS - Each Participant shall receive Option awards as
determined in the discretion of the Compensation Committee.

          4. ISSUANCE OF OPTIONS - The Compensation Committee shall cause the
President and Chief Executive Officer of Transtar to send to the Participant a
Notice (in accordance with Section 14 of this Plan), evidencing that an Option
has been granted to the Participant under this Plan.

          5. RESTRICTIONS ON TRANSFER - No Option or Vested Option (defined in
Section 6(d) of this Plan) may be assigned, transferred, pledged, or
hypothecated in any way, and shall not be subject to execution, attachment or
similar process. An attempted assignment, transfer, pledge, hypothecation or
other disposition of an Option or Vested Option contrary to these provisions,
and the levy of any execution, attachment or similar process on the Option or
Vested Option, shall be null and void. No provision contained in this Section 5
is intended to restrict the exercise of a Vested Option by the personal
representative of the Participant upon the Participant's death.

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          6. EXERCISE OF OPTIONS - (a) No Option is eligible to be exercised
until it becomes a Vested Option. Exercise of a Vested Option requires Notice
to Transtar by the Participant and payment by the Participant to Transtar of
$8,364.05 per share of Stock. A Vested Option may be exercised with respect to
all or any number of shares of Stock that are subject to the Vested Option. A
Vested Option may be exercised by the Participant at any time, or upon the
occurrence of either of the events described in Section 6(e) of this Plan
("Voluntary Exercise") but, in any event, must be exercised upon the occurrence
of an event described below in this Section 6(b)(c) or (f) ("Mandatory
Exercise"). If Voluntary Exercise has not previously occurred, Mandatory
Exercise of a Vested Option by virtue of retirement upon or after age 60
requires Notice and payment of $8,364.05 per share of Stock to Transtar by the
Participant at least 180 days prior to the effective date of the retirement and
entitles the Participant to (1) immediate issuance by Transtar of all or that
number of shares of Stock subject to the Vested Option for which the
Participant exercises the Vested Option and (2) a subsequent payment (the
"Payment") upon retirement determined in accordance with the formula set forth
in Section 6(b)(i) of this Plan. Any other Mandatory Exercise of a Vested
Option entitles the Participant to the Payment determined in accordance with
the formula set forth in Section 6(b) (c) or (f) of this Plan, as applicable.
All shares of stock issued under this Plan to the Participant prior to the date
of such Mandatory Exercise shall be surrendered for redemption/purchase and
Payment in accordance with such formula. Voluntary Exercise of a Vested Option
entitles the Participant to issuance by Transtar of all or that number of
shares of Stock subject to the Vested Option for which the Participant
exercises the Vested Option. All Stock issued pursuant to this Plan shall be
placed in a trust for the benefit of the Participant and be subject to the
restrictions on transfer set forth in a Share Transfer Restriction Agreement
dated as of December 28, 1988 and shall bear a legend (the "Legend") reading:

                    "The shares represented by this certificate are subject to
                    restrictions against transfer and provisions for optional
                    purchase and sale set forth in a Share Transfer Restriction
                    Agreement dated as of December 28, 1988 and a Management
                    Stock Trust Agreement. A copy of such Share Transfer
                    Restriction Agreement and such Management Stock Trust
                    Agreement have been filed in the registered office of
                    Transtar, Inc., where the same may be inspected daily
                    during business hours."

Upon occurrence of any of the events described in Section 6(b) of this Plan,
the Participant shall receive Payment for the Stock held in trust, determined
in accordance with the formula set forth in Section 6(b), as applicable;
provided, however, that in the case of Mandatory Exercise by virtue of
retirement upon or after age 60, the Participant having provided Notice and
payment of $8,364.05 per share of Stock to Transtar at least 180 days prior to
the effective date of the retirement, Payment to the Participant shall be made,
and the amount of the Payment determined, upon the effective date of
retirement.

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         In the case of retirement upon or after age 60, should any of the
other events set forth in Section 6(b),(c),(e) or (f) of this Plan occur after
the Participant has provided Notice and payment of $8,364.05 per share of Stock
to Transtar but before the effective date of retirement, the Payment shall be
made, and the amount of the Payment determined, when the exercise occurs
pursuant to Section 6 (b),(c),(e) or (f) of this Plan rather than at the time
when the Participant would have retired.

         If Voluntary Exercise by a Participant (other than by occurrence of
either of the events described in Section 6(e) of this Plan) is followed by the
retirement of the Participant less than 180 days after the Voluntary Exercise,
the Payment shall be made, and the amount of the Payment determined, 180 days
after the Voluntary Exercise.

         (b) A Participant's retirement, permanent and total incapacity, death
or termination of employment with Transtar, shall result in a Mandatory
Exercise of the Participant's "Vested Options" (as defined in Section 6(d) of
this Plan).  Upon Mandatory Exercise, all Vested Options shall be exercised and
all Stock at any time issued under this Plan to the Participant shall be
surrendered to Transtar for redemption. The amount of the Payment to the
Participant will be determined pursuant to the following formula, (reduced by
the amount of $8,364.05 per share of Stock where such payment has not been made
to Transtar by the Participant) and will be made to the Participant in
accordance with the provisions of this Plan:

<TABLE>
    <S>   <C>                                                  <C>
     (i)  Retirement upon or after                             5.00 X Cash Flow
          attaining age 60, permanent                          - Obligations
          and total incapacity, death

    (ii)  Termination of                                       4.00 X Cash Flow
          employment with Transtar                             - Obligations
</TABLE>

For purposes of (i) and (ii) above, the term "Cash Flow" shall mean, for the
most recent three fiscal years average thereof, Transtar's earnings (before
interest, taxes, depreciation and amortization) excluding any incremental
effects of FAS 106 and any other non-cash charges and credits, less its capital
expenditures, and the term "Obligations" shall mean the sum of the total
principal amount of Transtar's outstanding debt and the total liquidation value
of Transtar's outstanding preferred stock.

         The formula expressed above represents a fair measure of market value
for the Stock. The Board will periodically assess the continued relevancy of
the formula taking into account any significant transactions or events that may
have an impact on the market value of the Stock.

(c) Notwithstanding the preceding, if any entity shall become the owner of
substantially all of the stock of Transtar (other than the Stock subject to
this Plan) Mandatory Exercise of all of the Options of each Participant shall
occur, solely at the option of Transtar; provided, however, that in such event,
the amount of the Payment shall not be pursuant to the above formula but rather

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shall be determined on the basis of the per share price paid by the new owner
for the stock of Transtar acquired in the transaction pursuant to which such
new owner becomes the owner of substantially all of the stock of Transtar, less
$8,364.05 per share of Stock. Upon Mandatory Exercise pursuant to this Section
6(c) and as a precondition to Payment, all Vested Options shall be exercised
and all shares at any time issued under this Plan to the Participant shall be
surrendered to Transtar for redemption.

         (d) A Participant's Options awarded to him hereunder shall vest upon
the earlier of (i) the occurrence of any of the events described in Section 6
(c)(e) or (f) or (ii) pursuant to the following schedule ("Vested Options"):

<TABLE>
<CAPTION>
                  5-Year                              Percentage of Option
             Vesting Schedule                        which is Vested Option
             ----------------                        ----------------------
             <S>                                             <C>
             December 28, 1994                                20%
             December 28, 1995                                40%
             December 28, 1996                                60%
             December 28, 1997                                80%
             December 28, 1998                                100%
</TABLE>

Notwithstanding the foregoing schedule, a portion of a Participant's Option
shall automatically become a Vested Option upon his retirement on or after
attaining age 60 or upon his permanent and total incapacity or death (such
portion shall be determined on a pro rata basis, in proportion to the number of
years during the 5-year vesting schedule period before his retirement,
incapacity or death to the entire 5-year period). The Restrictions on Transfer
described in Section 5 of this Plan shall continue after an Option vests.

         (e) Notwithstanding anything to the contrary in paragraphs (c) and (d)
above, all of a Participant's Vested Options shall become exercisable, upon the
occurrence of either of the following events:

          (i) An initial public offering ("IPO") of the stock of Transtar; or

         (ii) The Compensation Committee makes an exception in its discretion.

In the event of an IPO of the stock of Transtar, all Options, whether Vested or
unvested and whether issued prior to the date of the IPO or thereafter, shall
expire if not exercised on or before the tenth anniversary of the date of the
IPO.

          (f) A Mandatory Exercise of all Vested Options of a Participant shall
occur upon a sale by Transtar Holdings, L.P. or any of its successors in
interest ("Holdings") and/or USX Corporation ("USX") of its shares of Transtar
to a third party, solely at the option of such third party. In such an event,
the amount of the Payment to the Participant shall be determined by

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multiplying the number of shares of Stock by the same price per share as is
received from such third party by Holdings or USX, as the case may be, less
$8,364.05 per share of Stock. Upon Mandatory Exercise pursuant to this Section
6(f) and as a precondition to Payment, all Vested Options shall be exercised
and all shares at any time issued under this Plan to the Participant shall be
surrendered to the third party for purchase.

          7. DIVIDENDS - (a) Cash dividends paid on the Stock issued pursuant
to a Vested Option that has been exercised, and compensation in lieu of
dividends in an amount equal to dividends that would have been paid on the
Stock subject to an Unvested Option, shall be paid to a trust for the benefit
of the Participant. Distribution of such cash dividends and compensation in
lieu of dividends shall be made to the Participant from the trust, in the case
of a Vested Option that has been exercised, immediately, and in the case of
Stock subject to an Unvested Option, when the Option becomes vested.

   (b) Compensation in lieu of dividends in an amount equal to dividends that
would have been paid on the Stock subject to a Vested Option that has not been
exercised, shall be paid directly to the Participant.

          8. CHANGES IN CAPITAL STRUCTURE - In the event of a stock split,
reverse stock split, stock dividend, split-up, recapitalization, merger,
consolidation, combination or exchange of shares, separation, reorganization,
combination, reclassification, liquidation, or the occurrence of any of the
events described in Section 6 (c), (e) or (f) of this Plan after the effective
date of this Plan, which results or would result in a change in the kind or
number of shares of Stock subject to Options or Vested Options, a proportionate
adjustment shall be made in the number and kind of shares of Stock subject to
all Options and Vested Options for the purpose of, and before determining the
amounts of, dividends, compensation in lieu of dividends, issuance of Stock,
and any Payment to a Participant.

          9. LAPSED OPTIONS - (a) If, Mandatory Exercise of a Vested Option
pursuant to Section 6 (b), (c) or (f) of this Plan, would result in a net
Payment per share of less than $1, the Vested Option shall lapse.

         (b) Any Options awarded to a Participant which have not become Vested
Options upon a Mandatory Exercise as described in Section 6 (b), (c) or (f) of
this Plan, shall lapse.

         (c) All Options and Vested Options of a Participant shall lapse and
all Stock issued under this Plan to the Participant shall be redeemed, if such
Participant's employment with Transtar is terminated for cause. Payment to the
Participant for such shares redeemed shall be the amount paid by the
Participant upon exercise of the Option ($8,364.05), less any amounts owed to
Transtar or any of its subsidiaries by the Participant or that are subject to a
right of recovery from the Participant by Transtar or any of its subsidiaries.
For purposes of the initial sentence of this Section 9(c), the definition of
the term "cause" shall be determined by the Compensation Committee; provided,
however, if the Participant has an employment agreement with Transtar

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which provides a definition of the term "cause" with respect to the termination
of his employment with Transtar, then such definition from his employment
agreement shall be determinative for purposes of this Section 9(c).

         (d) Options and Vested Options which lapse shall be null and void upon
Notice to the Participant by Transtar and shall thereafter be available for
future awards, if any, to be made under this Plan.

         10. RIGHTS - Nothing in this Plan or any document describing or
referring to this Plan shall be deemed to confer on any Participant the right
to continue his employment with Transtar or any of its subsidiaries.

         11. AMENDMENTS, MODIFICATION, DISCONTINUANCE AND TERMINATION - The
Board may from time to time amend, modify, discontinue or terminate this Plan
or any provision hereof.

         12. APPLICABLE LAW - This Plan, all related documents, agreements and
instruments and all actions taken hereunder shall be governed by the laws of
the Commonwealth of Pennsylvania.

         13. EFFECTIVE DATE AND TERMINATION - The effective date of this Plan
shall be December 29, 1993 and this Plan shall be in effect until terminated by
the Board.

         14. NOTICES - Any Notice under this Plan shall be in writing, and if
to Transtar, shall be delivered to the General Counsel of Transtar or mailed to
its principal office, 135 Jamison Lane, Monroeville, Pennsylvania, 15146 (or
such other address as Transtar shall later designate) addressed to the General
Counsel, and if to a Participant, shall be delivered personally or mailed to
the Participant at his address appearing in the records of Transtar. Notice
mailed to a Participant shall be deemed effective when deposited in the United
States mails, postage prepaid. Notice mailed to Transtar shall be deemed
effective when received in the offices of its General Counsel.

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