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                                                                   Exhibit 10(d)


                    1994 NON-EMPLOYEE DIRECTORS STOCK PLAN


                                      OF


                          BETHLEHEM STEEL CORPORATION


1.   PURPOSE OF THE PLAN.

     The purpose of the 1994 Non-Employee Directors Stock Plan (the "Plan") is
to increase the compensation of non-employee directors of Bethlehem Steel
Corporation ("Bethlehem") to a level more competitive with other companies and
in a manner that links the directors' interests with those of the stockholders.

2.   PARTICIPANTS.

     Participants in the Plan shall consist of directors of Bethlehem who are
not employees of Bethlehem or any of its subsidiaries. The term "subsidiary" as
used in the Plan means a corporation more than 50% of the voting stock of which
shall at the time be owned directly or indirectly by Bethlehem.

3.   SHARES RESERVED UNDER THE PLAN.

     Subject to certain adjustments as set forth in Section 8 hereof, there
shall be reserved for issuance under the Plan an aggregate of 100,000 shares of
Common Stock of Bethlehem ("Common Stock"). Shares of Common Stock to be issued
under the Plan may be authorized and unissued shares of Common Stock, Common
Stock held in treasury, or any combination thereof.

4.   ADMINISTRATION OF THE PLAN.

     The Plan shall be administered by the Management Development and
Compensation Committee of the Board of Directors of Bethlehem or such other
committee of the Board as may be appointed by the Board consisting of not less
than three members of the Board of
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Directors (the "Committee"). The Committee shall have authority to interpret the
Plan, to prescribe, amend and rescind the rules and regulations relating to the
administration of the Plan, and all such interpretations, rules and regulations
shall be conclusive and binding on all persons.

5.   EFFECTIVE DATE OF THE PLAN.

     The Plan shall be submitted to the stockholders of Bethlehem for approval
at the Annual Meeting of Stockholders to be held on April 26, 1994, or any
adjournment thereof, and, if approved by the stockholders, shall be deemed to
have become effective on the date of such approval.

6.   AWARD OF SHARES.

     For each calendar year beginning with the calendar year commencing January
1, 1994, each non-employee director of Bethlehem who is elected a director at
the Annual Meeting of Stockholders for such year or at any time thereafter
during such year and continues to be a director as of December 1 of such year
shall receive an award of 500 shares of Common Stock effective as of such
December 1. A participant shall not be required to make any payment for any
shares of Common Stock issued under the Plan. Upon the issuance of shares of
Common Stock under the Plan, the recipient shall have the entire beneficial
ownership interest in, and all rights and privileges of a stockholder as to,
such shares, including the right to vote such shares and the right to receive
dividends.

7.   RESTRICTION ON TRANSFER OF SHARES.

     No shares of Common Stock received by a participant under the Plan may be
sold, assigned, transferred, assigned, pledged or otherwise encumbered or
disposed of for a period of six months after receipt of such shares, except in
the case of the death or disability of such participant prior to the expiration
of such six-month period.

8.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

     In the event of changes in the outstanding Common Stock of Bethlehem by
reason of stock dividends, stock splits, recapitalizations, mergers,
consolidations, combinations or exchanges of shares, separations,
reorganizations or liquidations, the number and class of

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shares to be issued under the Plan shall be appropriately adjusted by the
Committee.

9.   GOVERNMENT AND OTHER REGULATIONS.

     The obligation of Bethlehem to deliver shares of Common Stock under the
Plan shall be subject to (i) all applicable laws, rules and regulations and such
approvals by any governmental agencies as may be required, including, without
limitation, the effectiveness of a registration statement under the Securities
Act of 1933, as amended, as deemed necessary or appropriate by counsel for
Bethlehem, and (ii) the condition that such shares shall have been duly listed
on the New York Stock Exchange.

10.  AMENDMENT AND TERMINATION OF THE PLAN.

     The Plan may be amended by the Board of Directors of Bethlehem in any
respect, provided that, without stockholder approval, no amendment shall (i)
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materially increase the maximum number of shares of Common Stock available for
issuance under the Plan, (ii) materially increase the benefits accruing to
participants under the Plan, or (iii) materially modify the requirements as to
eligibility for participation in the Plan, and provided, further, that the Plan
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may not be amended more than once every six months except to comport with
changes in the Internal Revenue Code of 1986, as amended, or the rules
thereunder. The Plan may also be terminated at any time by the Board of
Directors.

11.  MISCELLANEOUS.

     (a)  No Right to Continue as Director.  Nothing contained in this Plan 
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shall be deemed to confer upon any person any right to continue as a director of
or to be associated in any other way with Bethlehem.

     (b)  Governing Law.  To the extent that Federal laws do not otherwise 
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control, the Plan and all determinations made and actions taken pursuant hereto
shall be governed by the law of the State of Delaware.

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