<PAGE>
<PAGE> 1
Chairman's Letter
-----------------

During 1995, we made steady progress in moving toward our Vision of being the
Premier Steel Company.  We accomplished this by continuing to implement our
Corporate Strategy of concentrating on steel, rebuilding our financial strength
and improving continuously.  Operationally, we continued our focus on improving
productivity and quality while reducing costs.  Financially, our net income of
$180 million improved by almost $100 million over last year.  Also, our cash
flow improved, which enabled us to continue to make improvements in our capital
structure.

    As we look to the years ahead, we know that the intensity of competition
will increase and that we must continuously improve our performance.  We remain
committed to achieving our Corporate Objectives of serving our customers,
partnering among our employees, being a good citizen and achieving sustained
profitability and rates of return that will increase value for our
stockholders.

CONCENTRATING ON STEEL
----------------------

Our Burns Harbor and Sparrows Point Divisions continued to strengthen their
competitive positions in 1995.  Together, these two Divisions shipped about 7.5
million tons of steel products, about 85 percent of Bethlehem's total steel
shipments.

    A significant portion of Burns Harbor's 1995 shipments of sheet steel
products went to customers in the automotive industry.  More than 90 different
models of 1996 cars, vans and light trucks are manufactured with high-quality
steel from Burns Harbor.  In 1995, Burns Harbor earned the coveted QS-9000
quality certification of the Big-Three automakers.  QS-9000 defines the
fundamental quality system requirements of General Motors, Ford and Chrysler
and major truck producers.

    Burns Harbor is one of the most efficient producers of high-quality steel
anywhere in the world.  It is Bethlehem's largest, most productive and
profitable business unit, and we continue to take significant actions to
improve its preeminent position in the face of increasing competition.

    In 1994, we completed three major capital projects at Burns Harbor to
enhance its basic ironmaking capabilities - relining a blast furnace,
installing coal injection for the blast furnaces and rebuilding a coke oven
battery.  During 1995, we began additional modernization projects at Burns
Harbor to improve the productivity and quality of products produced by both its
hot-strip mill and its 160-inch plate mill and to increase the capacity of its
steelmaking facilities.  We also entered into an joint venture in Indiana that
will provide the capability to process hot rolled sheet from Burns Harbor into
additional quantities of higher value cold rolled sheet.

    Our Sparrows Point Division produces sheet steel, tin mill products and
steel plate.  In 1995, it improved its levels of shipments, revenues and
profitability over 1994.  With its tidewater location on the Chesapeake Bay,
Sparrows Point was able to take advantage of strong export demand and had
significant shipments of steel products to international markets.
Operationally, Sparrows Point continues to improve its productivity.  For
example, in May the Division's "L" blast furnace produced 305,904 tons of iron,
a monthly record for any blast furnace in North America.

    Sparrows Point's four sheet coating lines plus the line at Double G
Coatings, a joint-venture coating line in Mississippi, produce a total of about
a million tons per year, making the Division a major supplier of corrosion-
resistant galvanized and Galvalume(R) sheet to the metal building and
roofing markets.  These markets have grown by about 60 percent
since 1992.

                                   1

<PAGE>
<PAGE> 2
    The combined production of steel plate from Sparrows Point and Burns Harbor
makes Bethlehem the nation's largest producer of steel plate, accounting for 15
percent of our steel segment sales in 1995.  Strong markets for steel plate in
1995 included construction, construction machinery, industrial machinery, farm
equipment and shipbuilding.

    At our Pennsylvania business units, 1995 was a year of major transition.
Steelmaking was discontinued at our Bethlehem Structural Products Corporation
and BethForge, Inc.  subsidiaries.  New steelmaking facilities, including a DC
electric furnace, were brought into production at our Pennsylvania Steel
Technologies, Inc.  subsidiary.  With PST now supplying high-quality
semifinished steel to BSPC and BethForge, all three businesses will benefit
from the utilization of these modernized facilities.  PST also increased
production of premium head-hardened railroad rail.

REBUILDING OUR FINANCIAL STRENGTH
---------------------------------

Over the course of the year, we also made progress in rebuilding Bethlehem's
financial strength.  We reduced our long-term debt by about $120 million while
increasing our stockholders' equity by about $80 million.  As a result, we were
able to reduce our debt to capitalization to 34 percent in 1995 from 40 percent
in 1994.

    Additionally, we maintained our financial flexibility by entering into a
new five-year, nonreducing $500 million credit arrangement with 15 banks and
by maintaining total liquidity of more than $500 million.

CONTINUOUS IMPROVEMENT
----------------------

Customers.  We measure our success by the success of our customers.  Our focus
is on integrating Bethlehem's excellent steel production capabilities with our
superior technical and logistical support to provide our customers with a
"total solution" in terms of quality, delivery, service and value.  As part of
this "total solution," we completed a major reorganization of our commercial
function to position our sales staff more closely to our customers and business
units.  We also relocated our credit function to the individual steel business
units.  These changes help us serve our customers more effectively by being
more responsive to their needs in a rapidly changing marketplace and by
improving the relationship between our business units and their customers.

Suppliers.  As an extension of our Supplier Excellence Program, we launched a
Strategic Sourcing initiative in 1995 to further improve the cost, quality and
management of the $3 billion of materials and services that we purchase
annually.  Our objective is to achieve breakthrough improvements in total cost
and quality and ensure that Bethlehem achieves full value from all of its
supplier relationships.  We are striving to strengthen relationships with
existing suppliers and to identify new suppliers who will work with us to
achieve mutual objectives.  Partnership relationships will be based on joint
commitment to continuous improvement, information exchange, planning and
ongoing cost reduction.  We seek the same level of mutual trust and commitment
with our suppliers that we seek in our customer and employee partnerships.
Progress has already been achieved, and we expect this activity to accelerate
during 1996.

                                  2

<PAGE>
<PAGE> 3
Employees.  We have also been making good progress in partnering with
employees.  It is fundamental to this effort that all employees understand and
carry out their responsibilities in achieving the business plan.  Under our
profit-sharing plans, we made payments of more than $25 million in 1995 for
1994 performance to about 18,000 salaried and hourly employees.  Employee
training centers to further the development of Bethlehem/USWA partnership
activities were established at Burns Harbor and Sparrows Point, and community
facilities are also available at other locations.  A Learning Center for
employees was established in Bethlehem, and we began a corporate initiative to
promote higher education through scholarship grants for employees' children and
matching gifts for contributions to colleges and universities.

Safety and Environment.  During 1995, we intensified our efforts to improve our
corporate safety and environmental performance.  Sparrows Point improved its
safety performance by more than 30 percent over 1994, and the corporate injury
rate was reduced and the number of lost workday cases also declined.  Burns
Harbor maintained its excellent safety performance during 1995, and the PB&NE
Railroad, a Bethlehem subsidiary, once again won an E.H.  Harriman Institute
award for outstanding safety performance.

    In September, Bethlehem became the first steelmaker to endorse the CERES
Principles, a comprehensive environmental code of conduct promoted by a
coalition of national environmental groups and socially responsible investors.
In December, Bethlehem was among those honored as an "Environmental Champion"
during an awards ceremony sponsored by McGraw- Hill in conjunction with the
U.S. Environmental Protection Agency.

OUTLOOK
-------

    As we look at 1996, the U.S. economy appears to be on a positive course of
moderate and sustainable growth and low inflation.  The U.S.  manufacturing
base that uses our steel is globally competitive in both technology and costs,
and domestic steel producers, including Bethlehem, are the low-cost,
high-quality suppliers to these manufacturers.  These economic factors should
result in good steel demand for the year and relatively high steel industry
operating rates and levels of shipments.

    We recognize that capacity additions in the domestic steel industry in the
next few years will increase the intensity of competition in the United States,
while further improving the international competitiveness of the American steel
industry.  We will continue to take actions to improve our competitive position
by aggressively reducing costs throughout the corporation, improving our
products and rebuilding our financial strength.  Our Vision is to be the
Premier Steel Company.  By building on our achievements in 1995, and with the
skills, dedication and teamwork of our employees, we fully intend to achieve
that Vision.



/s/ Hank Barnette

Curtis H. Barnette, Chairman
January 31, 1996


                                      3

<PAGE>
<PAGE> 4
FINANCIAL REVIEW AND OPERATING ANALYSIS

Bethlehem reported net income of $180 million ($1.24 per share) in 1995
compared to $81 million ($.35 per share) in 1994.  Excluding the effect of a
$350 million ($290 million after-tax) restructuring loss, Bethlehem had net
income of $24 million in 1993.  1995's improvement resulted principally from
higher realized steel prices, partially offset by lower shipments and higher
operating costs.  1994's improvement was from higher realized steel prices,
higher shipments and an improved product mix.  Sales in 1995 improved to $4.87
billion from $4.82 billion in 1994 and $4.32 billion in 1993.

                              SEGMENT RESULTS
Basic Steel Operations.  Our Basic Steel Operations segment had income from
operations of $311 million in 1995 compared to income from operations of $166
million in 1994 and, excluding the $350 million restructuring loss, $76 million
in 1993.

  1995's improvement was from higher realized steel prices, partially offset by
lower shipments and higher operating costs.  Shipments fell to 9.0 million tons
from 9.3 million tons in 1994 principally from the softening in automotive
markets and higher customer inventories at the beginning of 1995.  Average
realized prices were 5% higher than 1994.  Employment costs were higher
principally from higher profit sharing.  Scrap and alloy market prices and
depreciation expense were also higher.

  1994's improvement, excluding 1993's restructuring charge, was from higher
realized prices, increased shipments and an improved product mix for flat
rolled products driven by the strong demand in the automotive, light
construction and machinery markets.  1994's shipments were about 250,000 tons
higher than 1993's and average realized prices were up 5%.

  The effects of changes in average realized steel prices, product mix and
shipments on basic steel segment sales during the last two years were as
follows:

                  Increase (decrease) from prior year
                            1995      1994
                            ----      ----

Realized prices              5%        5%
Shipments                   (4)        3
Product mix                  1         4
                            ---       ---
Total sales                  2%       12%
                            ===       ===
  Raw steel production increased to 10.4 million tons in 1995 from 9.8 million
tons in 1994, when Burns Harbor relined a blast furnace, and 10.3 million tons
in 1993.

  Our Burns Harbor Division shipped 4.6 million tons of steel products in 1995
compared to 5.1 million tons in 1994 and 4.8 million tons in 1993.  Despite the
decline in shipments in 1995, Burns Harbor's operating results improved,
principally from higher realized prices.  The absence in 1995 of the costs
related to rebuilding a blast furnace and coke oven in 1994 was partially offset
by higher employment costs.  In 1995, Burns Harbor received the coveted QS-9000
certification, after receiving ISO-9002 certification in 1994.  The QS-9000
certification is the combination of the quality standards of domestic auto and
truck manufacturers, which produce a substantial portion of the sheet products
produced at Burns Harbor.  In 1995, Burns Harbor launched a relatively low cost
capital project to increase annual steel production by 300,000 tons to reduce
reliance on higher cost purchased steel.

  Our Sparrows Point Division shipped 3.0 million tons of steel products in
1995 compared to 2.9 million tons in 1994 and 2.8 million tons in 1993.
Sparrows Point's operating results improved as it also benefitted from higher
realized prices and increased facility utilization and productivity.

                                    6

<PAGE>
<PAGE> 5
  In late 1995, our Bethlehem Structural Products Corporation (BSPC) subsidiary
discontinued iron and steelmaking operations, production of heavy structural
shapes, and foundry operations.  Light and medium structural shapes production
has been consolidated on the recently upgraded 44-inch rolling mill. It is now
being supplied primarily with continuously cast blooms from our Pennsylvania
Steel Technologies (PST) subsidiary.

  Shipments increased at PST as it increased sales of premium head-hardened
rails.  PST's modernization program and head-hardened rail trial qualifications
have positioned it to benefit from the higher value head-hardened rail market.
PST is now supplying cast blooms to BSPC and ingots to BethForge, significantly
increasing steel production and reducing costs per ton at PST.

PERCENTAGE OF BETHLEHEM'S NET SALES
BY SEGMENT AND MAJOR PRODUCT
                                               1995     1994     1993
                                               ----     ----     ----
Basic Steel Operations
Steel mill products:
     Sheets and tin mill products              66.1%    66.1%    63.1%
     Plates                                    15.1     14.0     13.6
     Structural shapes and piling               6.7      6.7      8.5
     Rail products                              3.2      2.8      3.6
     Other steel mill products                  2.7      2.5      2.0
Other products and services
     (including raw materials)                  4.2      5.5      6.8
                                              -----    -----    -----
                                               98.0     97.6     97.6
Steel Related Operations                        2.0      2.4      2.4
                                              -----    -----    -----
                                              100.0%   100.0%   100.0%
                                              =====    =====    =====


PERCENTAGE OF STEEL MILL PRODUCT SHIPMENTS
BY PRINCIPAL MARKET
(Based on tons shipped)                        1995     1994    1993
                                               ----     ----    ----
Service Centers, Processors
     and Converters (including
     semifinished customers)                   41.0%    45.9%    47.3%
Transportation (including automotive)          24.8     24.2     22.2
Construction                                   14.2     14.7     15.5
Containers                                      5.2      5.7      5.4
Machinery                                       5.2      4.9      5.1
Other                                           9.6      4.6      4.5
                                              -----    -----    -----
                                              100.0%   100.0%   100.0%
                                              =====    =====    =====

Includes shipments to Bethlehem's operations.

Steel Related Operations.  Our Steel Related segment (BethShip, BethForge and
CENTEC) reported a loss from operations of $42 million in 1995 compared to
losses of $32 million in 1994 and $22 million in 1993.  1995 losses were from
high costs at BethForge and a continued weak ship repair market for BethShip.
In late 1995, BethForge shut down its electric furnace shop, incurring higher
costs in the process, and began receiving ingots from PST.  Losses in 1994 were
due to costs related to severe winter weather and higher operating costs,
primarily related to BethForge's modernization program, and a weak ship repair
market.  Losses in 1993 were due to weak market conditions and costs incurred
at BethShip in connection with a new labor agreement.

  The BethForge modernization program should improve cost and quality
competitiveness because of the lower cost and higher quality ingots being
supplied by PST's modernized steelmaking facilities.  During 1995, market
conditions continued to remain weak for ship repair.  We will continue to
closely monitor the performance of these business units to determine whether
their plans for improvement are being achieved and whether they are a positive
cash contributor.

                                      7

<PAGE>
<PAGE> 6
                      LIQUIDITY AND CAPITAL STRUCTURE
At December 31, 1995, total liquidity, comprising cash, cash equivalents and
funds available under our bank credit arrangement, totaled $512 million
compared to $566 million at December 31, 1994.  Cash and cash equivalents were
$180 million at December 31, 1995, compared to $160 million at December 31,
1994, and $332 million was available for use under our credit arrangement.

  Cash provided from operating activities in 1995, including $30 million
proceeds from selling accounts receivable under our credit arrangement, was
$586 million compared to $384 million in 1994 and $203 million in 1993.
Principal uses of cash during 1995 included pension funding of $330 million,
capital expenditures of $267 million and debt repayment of $121 million.

  During 1995, we entered into a new five-year credit arrangement for $500
million with 15 banks to replace our existing $500 million secured credit
agreement that was scheduled to expire in December 1996.  We now have a
separate $300 million receivables sale/purchase agreement through a
wholly-owned special purpose subsidiary and a $200 million secured credit
agreement.

  Our capital structure improved during the year from our profits and reduction
in long-term debt.  In addition to the scheduled debt payments, we redeemed all
of our outstanding 9% debentures due 2000, which totaled $30 million, by using
funds from our new receivables sale/purchase agreement, which had lower
financing costs.

  During 1995, long-term interest rates declined substantially, providing strong
total returns for the financial markets, including our pension fund assets.
Our $330 million contribution to the pension fund and better than market
performance of our pension assets were essentially offset by the current-year
actuarial charges and increase in our pension obligation caused by the decline
in interest rates.  The resulting net change in our pension obligation during
the year caused a charge to our stockholders' equity of $67 million under
required accounting rules.

  The new pension legislation that Congress passed in 1994 is not expected to
have any significant impact on our annual required minimum contribution to our
pension trust fund for the next several years.  It will, however, increase over
time our annual required premiums to the Pension Benefit Guaranty Corporation.
We have contributed amounts to our pension fund substantially in excess of
amounts required under current law and regulations.  As a result, we currently
have a funding standard credit balance that would allow us to defer pension
funding for almost two years, although we presently have no plans to do so.

  Major uses of funds for 1996 include an estimated $300 million of capital
expenditures, pension funding and repayment of approximately $90 million of
debt and capital lease obligations.  We expect to maintain an adequate level of
liquidity throughout 1996 from cash flow from operations, reductions in working
capital and available funds under our new credit arrangement.

COMMON STOCK MARKET AND DIVIDEND INFORMATION
                         1995               1994
                        Prices*            Prices*
                   -----------------  -----------------
Period               High      Low      High      Low
------               ----      ---      ----      ---
First Quarter      $19.125   $14.125  $24.250   $19.250
Second Quarter      16.375    13.625   22.125    16.750
Third Quarter       18.250    13.750   24.125    18.500
Fourth Quarter      14.750    12.625   20.875    16.250

* The principal market for Bethlehem Common Stock is the New York Stock
Exchange.  Bethlehem Common Stock is also listed on the Chicago Stock Exchange.
The high and low sales prices of the Common Stock as reported in the
consolidated transaction system are shown.  The trading symbol for Bethlehem
Common Stock is BS.  Bethlehem has not paid a dividend on its Common Stock
since the fourth quarter of 1991.

                           CAPITAL EXPENDITURES
Capital expenditures were $267 million in 1995 compared to $445 million in 1994
and $327 million in 1993.  Major strategic projects during 1995 included the
upgrade of the 44-inch rolling mill at BSPC, the modernization of the 160-inch
plate mill at Burns Harbor and a project to increase the heat size

                                    8


<PAGE>
<PAGE> 7

of the basic oxygen furnaces at Burns Harbor.  In 1995, work was completed
and start-up began on the coal injection facility at Burns Harbor, which
reduces the use of coke and natural gas at the blast furnaces.

  About $360 million of additional capital expenditures were authorized in
1995.  Among the expenditures authorized was the participation in a new joint
venture, Chicago Cold Rolling.  The joint venture, of which we have a 45%
ownership interest, plans to construct a reversing cold mill near our Burns
Harbor Division.  This facility will improve our product mix by increasing
sales of cold rolled product.  Also authorized for 1996 are continued
expenditures at the plate mill and improvements to the hot-strip mill at Burns
Harbor.  We are installing an accelerated cooling facility and a high-capacity
leveler at the plate mill.  The hot-strip mill will receive improved gauge and
shape control.  At December 31, 1995, the estimated cost of completing
authorized capital expenditures was about $400 million compared to $325 million
at December 31, 1994.  Such authorized capital expenditures are expected to be
completed during the 1996-1998 period.

                      EMPLOYEES AND EMPLOYMENT COSTS
At year-end 1995, we had about 18,300 employees compared to about 19,900
employees at the end of 1994 and 20,600 employees at the end of 1993.  About
three-quarters of our employees are covered by our labor agreements with the
United Steelworkers of America (USWA).

  Under the terms of our 1993 labor agreements with the USWA, most employees at
steel operations received a lump-sum bonus of either $500 or 25 shares of
Bethlehem Common Stock, at the election of the employee, and a $.50 per hour
wage increase in 1995.  In early 1996, most employees at steel operations will
receive a bonus of $.50 per-hour worked (maximum payment of $1,000) or the
equivalent value of Bethlehem Common Stock, at the option of the Company, based
on our having achieved the required level of 1995 adjusted consolidated pre-tax
income.  Also, profit sharing of 8% of adjusted consolidated annual income
before taxes, unusual items and expenses applicable to the plan plus 2% of
adjusted profits of certain operations is paid to USWA-represented employees
in the following year.  The 1993 labor agreements provide for Reopener
Negotiations in March 1996 for certain wage and benefit items, but exclude
pension and health care benefits.  Issues that we are unable to reach
agreement upon with the USWA will be submitted for final offer interest
arbitration and any changes will be effective August 1, 1996.

  Under other provisions of the labor agreements, we are required to pay
"shortfall amounts" each year up to 10% of the first $100 million and 20% in
excess of $100 million of consolidated income before taxes, unusual items and
expenses applicable to the shortfall plan.  Shortfall amounts arise when
employees terminate employment and ESOP Preference Stock, held in trust for
employees in reimbursement for wage and benefit reductions in prior years, is
converted into Common Stock and sold for amounts less than the stated value of
the Preference Stock ($32 for Series A and $40 for Series B).  Profit sharing
is also paid to nonrepresented employees based on specific Corporate and
Business Unit plans.  We paid about $38 million in 1995 and expect to pay about
$75 million for income related bonus, profit sharing and shortfall amounts in
early 1996.

  Under the terms of the profit-sharing plan provided for in the 1989 labor
agreement with the USWA, no material profit-sharing payments were required for
the 1993 plan year.  Under other provisions of those labor agreements, we
issued approximately 40,800 shares of Series B Preference Stock in 1995 and
approximately 134,800 shares in 1994 to a trustee for the benefit of employees
for 1994 and 1993, respectively, and expect to issue about 61,000 shares in
early 1996 for the 1995 plan year.


                                    9

<PAGE>
<PAGE> 8
  For additional information concerning our employment costs, see the table
below.

EMPLOYMENT COST SUMMARY--ALL EMPLOYEES

(Dollars in millions)                     1995     1994      1993
---------------------                     ----     ----      ----
Salaries and Wages                      $1,058   $  999    $  951
                                        ------   ------    ------
Employee Benefits
     Pension Plans:
          Actives                          105      108        85
          Retirees                         105       95        99
     Medical and Insurance:
          Actives                          151      152       141
          Retirees                         116      115       110
     Payroll Taxes                          95       90        89
     Workers' Compensation                  39       46        44
     Supplemental Unemployment,
          Savings Plan and Other            15       28        28
                                        ------   ------    ------
Total Benefit Costs                        626      634       596
                                        ------   ------    ------
Total Employment Costs                  $1,684   $1,633    $1,547
                                        ======   ======    ======
Employment Costs as a
 Percent of Net Sales                      35%      34%       36%
                                        ======   ======    ======


                           ENVIRONMENTAL MATTERS
We are subject to various federal, state and local environmental laws and
regulations concerning, among other things, air emissions, waste water
discharges, and solid and hazardous waste disposal.  During the five years ended
December 31, 1995, we spent approximately $235 million for environmental
control equipment.  Expenditures for new environmental control equipment
totaled approximately $36 million in 1995, $44 million in 1994 and $35 million
in 1993.  The costs incurred in 1995 to operate and maintain existing
environmental control equipment were approximately $120 million (excluding
interest costs but including depreciation charges of $21 million) compared to
$115 million in 1994 and $125 million in 1993.

  Negotiations between Bethlehem and federal and state regulatory agencies are
being conducted to resolve differences in interpretation of certain
environmental control requirements.  In some instances, those negotiations are
being held in connection with the resolution of pending environmental
proceedings.  We believe that there will not be any significant curtailment or
interruptions of any of our important operations as a result of these
proceedings and negotiations.  Existing environmental laws could be amended,
new laws could be enacted by Congress and state legislatures and new
environmental regulations could be issued by regulatory agencies.  For these
reasons, we cannot predict the specific environmental control requirements that
we will face in the future.  Based on existing and anticipated regulations
promulgated under presently enacted legislation, we currently estimate that
capital expenditures for installation of new environmental control equipment
will average about $30 million per year over the next two years.  However,
estimates of future capital expenditures and operating costs required for
environmental compliance are subject to numerous uncertainties, including the
evolving nature of regulations, possible imposition of more stringent
requirements, availability of new technologies and the timing of expenditures.

  Although it is possible that our future results of operations, in particular
quarterly or annual periods, could be materially affected by the future costs
of environmental compliance, we believe that the future costs of environmental
compliance will not have a material adverse effect on our consolidated
financial position or on our competitive position with respect to other
integrated domestic steelmakers that are subject to the same environmental
requirements.

  To demonstrate our commitment to the environment, in September
of 1995, Bethlehem and the Coalition of Environmentally Responsible Economies
(CERES) signed a Statement of Endorsement and Mutual Commitment with respect
 to each other's environmental principles.  A separate Safety, Health and
Environmental Report will be available at a later date that will provide
more information concerning our relationship with the CERES organization.

                                   10
<PAGE>
<PAGE> 9


CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>

                                                         Year ended December 31
--------------------------------------------------------------------------------
(Dollars in millions, except per share data)       1995         1994       1993
--------------------------------------------------------------------------------
<S>                                           <C>         <C>          <C>
Net Sales                                     $ 4,867.5   $  4,819.4   $4,323.4
                                              ----------  -----------  ---------
Costs and Expenses:
Cost of sales                                   4,202.8      4,287.3    3,834.2
Depreciation (Note A)                             284.0        261.1      277.5
Selling, administration and general expense       111.8        137.4      156.9
Estimated restructuring loss (Note C)               --           --       350.0
                                              ----------  -----------  ---------
Total Costs and Expenses                        4,598.6      4,685.8    4,618.6
                                              ----------  -----------  ---------
Income (Loss) from Operations                     268.9        133.6     (295.2)

Financing Income (Expense):
Interest and other financing costs (Note A)       (60.0)       (46.2)     (63.2)
Interest income                                     7.7          7.1        7.1
                                              ----------  -----------  ---------
Income (Loss) Before Income Taxes                 216.6         94.5     (351.3)

Benefit (Provision) for Income Taxes (Note D)     (37.0)       (14.0)      85.0
                                              ----------  -----------  ---------
Net Income (Loss)                                 179.6         80.5     (266.3)

Dividends on Preferred and Preference Stock        42.4         43.1       39.8
                                              ----------  -----------  ---------
Net Income (Loss) Applicable to Common Stock-
  $1.24, $.35 and ($3.37) per share           $   137.2   $     37.4   $ (306.1)
                                              ==========  ===========  ==========


</TABLE>






The accompanying Notes are an integral part of the Consolidated Financial
Statements.

--------------------------------------------------------------------------------

                                         11

<PAGE>
<PAGE> 10

Consolidated  Balance  Sheets


                                                                  December 31
-------------------------------------------------------------------------------
(Dollars in millions, except per share data)                  1995       1994
-------------------------------------------------------------------------------
Assets
Current Assets:
Cash and cash equivalents (Note A)                       $   180.0   $  159.5
Receivables (Note E)                                         374.6      519.5
Inventories (Notes A and E)
  Raw materials and supplies                                 335.5      331.9
  Finished and semifinished products                         604.9      534.9
  Contract work in progress less
    billings of $10.9 and $2.3                                17.8       16.1
                                                         ----------  ---------
     Total Inventories                                       958.2      882.9
Other current assets                                          13.0        7.2
                                                         ----------  ---------
Total Current Assets                                       1,525.8    1,569.1
Investments and Miscellaneous Assets (Note A)                112.3      124.2
Property, Plant and Equipment less accumulated
  depreciation of $4,329.5 and $4,167.9 (Note A)           2,714.2    2,759.3
Deferred Income Tax Asset - net (Note D)                     885.0      903.2
Intangible Asset - Pensions (Note G)                         463.0      426.6
                                                         ----------  ---------
Total Assets                                             $ 5,700.3   $5,782.4
                                                         ==========  =========

Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable                                         $   381.4   $  387.0
Accrued employment costs                                     208.0      165.8
Postretirement benefits other than pensions (Note H)         150.0      138.0
Accrued taxes (Note D)                                        72.4       67.6
Debt and capital lease obligations (Note E)                   91.5       88.9
Other current liabilities                                    146.3      163.9
                                                         ----------  ---------
Total Current Liabilities                                  1,049.6    1,011.2
Pension Liability (Notes C and G)                          1,115.0    1,117.1
Postretirement Benefits Other Than Pensions
  (Notes C and H)                                          1,415.0    1,441.4
Long-term Debt and Capital Lease Obligations (Note E)        546.8      668.4
Other Long-term Liabilities                                  335.6      388.5
Stockholders' Equity (Notes I, J and K):
Preferred Stock -- at $1 per share par value
  (aggregate liquidation  preference of $481.2);
  Authorized 20,000,000 shares                                11.6       11.6
Preference Stock -- at $1 per share par value
  (aggregate liquidation preference of $88.2);
  Authorized 20,000,000 shares                                 2.6        2.6
Common Stock -- at $1 per share par value;
  Authorized 250,000,000 and 150,000,000 shares
  Issued 112,699,869 and 111,882,276 shares                  112.7      111.9
  Held in treasury, 1,992,189 and 1,996,715
    shares at cost                                           (59.4)     (59.5)
Additional Paid-in Capital                                 1,850.6    1,948.6
Accumulated Deficit                                         (679.8)    (859.4)
                                                         ----------  ---------
Total Stockholders' Equity                                 1,238.3    1,155.8
                                                         ----------  ---------
Total Liabilities and Stockholders' Equity               $ 5,700.3   $5,782.4
                                                         ==========  =========



The accompanying Notes are an integral part of the Consolidated Financial
Statements.

-------------------------------------------------------------------------------

                                       12


<PAGE>
<PAGE> 11

CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                          Year ended December
--------------------------------------------------------------------------------
(Dollars in millions)                                  1995      1994      1993
--------------------------------------------------------------------------------

Operating Activities:
Net Income (Loss)                                   $ 179.6   $  80.5   $(266.3)
Adjustments for items not affecting cash
from operating activities:
  Depreciation                                        284.0     261.1     277.5
  Deferred income taxes                                35.0      13.0     (87.0)
  Other - net                                           2.1      15.8      19.6
  Estimated restructuring loss (Note C)                 --        --      350.0
Working capital (excluding investing and
financing activities):
  Receivables (Note E)                                144.9     (22.7)    (99.9)
  Inventories                                         (79.0)    (28.1)      --
  Accounts payable                                     (5.6)     20.6       --
  Employment costs and other                           35.8      45.8      (5.6)
Other - net                                           (10.5)     (2.3)     14.9
                                                    --------  --------  --------
Cash Provided from Operating Activities               586.3     383.7     203.2
                                                    --------  --------  --------
Investing Activities:
Capital expenditures                                 (266.8)   (444.6)   (327.1)
Cash proceeds from sales of businesses and assets      15.1      32.4      15.2
Other - net                                             2.5      (1.4)      5.6
                                                    --------  --------  --------
Cash Used for Investing Activities                   (249.2)   (413.6)   (306.3)
                                                    --------  --------  --------
Financing Activities:
Pension financing (funding) (Note G):
  Pension expense                                     210.0     203.1     183.6
  Pension funding                                    (330.0)   (472.3)   (261.1)
Revolving and other credit payments - net               --        --      (80.0)
Long-term debt borrowings (Note E)                      3.6      31.1     171.2
Long-term debt and capital lease payments (Note E)   (120.7)    (99.9)    (73.8)
Cash dividends paid (Note K)                          (40.4)    (40.4)    (36.1)
Preferred Stock issued (Note K)                         --        --      248.4
Common Stock issued (Note K)                            --      355.3       --
Other payments                                        (39.1)    (16.4)    (28.4)
                                                    --------  --------  --------
Cash Provided from (Used for) Financing Activities   (316.6)    (39.5)    123.8
                                                    --------  --------  --------
Net Increase (Decrease) in Cash and Cash Equivalents   20.5     (69.4)     20.7
Cash and Cash Equivalents - Beginning of Period       159.5     228.9     208.2
                                                    --------  --------  --------
                          - End of Period           $ 180.0   $ 159.5   $ 228.9
                                                    ========  ========  ========

Supplemental Cash Payment Information:
Interest, net of amount capitalized                 $  61.1   $  41.6   $  55.7
Income taxes (Note D)                               $   --    $   0.2   $   3.7
--------------------------------------------------------------------------------

The accompanying Notes are an integral part of the Consolidated Financial
Statements.
--------------------------------------------------------------------------------

                                    13
<PAGE>
<PAGE> 12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                         A.  ACCOUNTING POLICIES

  Principles of Consolidation - The consolidated financial statements include
the accounts of Bethlehem Steel Corporation and all majority-owned subsidiaries
and joint ventures.

  Cash and Cash Equivalents - Cash equivalents consist primarily of overnight
investments, certificates of deposit and other short-term, highly liquid
instruments generally with original maturities at the time of acquisition of
three months or less.  Cash equivalents are stated at cost plus accrued
interest, which approximates market.

  Inventories - Inventories are valued at the lower of cost (principally FIFO)
or market.  Contract work in progress is valued at cost less billings.
Estimated losses are recognized when first apparent and partial profits are
based on percentage of completion.

  Investments - Investments in associated enterprises accounted for by the
equity method were $49 million and $47 million at December 31, 1995 and 1994.
Associated enterprises are primarily 50% or less interests in steel sheet
coating and mining operations.

  Property, Plant and Equipment - Property, plant and equipment is stated at
cost.  Maintenance, repairs and renewals which neither materially add to the
value of the property nor appreciably prolong its life are charged to expense.
Gains or losses on dispositions of property, plant and equipment are recognized
in income.  Interest is capitalized on significant construction projects and
totaled $5, $31 and $9 million in 1995, 1994 and 1993.

   Our property, plant and equipment by major classification is:

-------------------------------------------------------------------------------

(Dollars in millions)                          December 31
---------------------                      -------------------
                                           1995           1994
                                           -----          ----
Land (net of depletion)                    $35.8       $    38.8
Buildings                                  689.3           682.9
Machinery and equipment:
  Steel manufacturing                    5,572.2         5,364.8
  Other                                    610.4           639.2
                                        --------       ---------
                                         6,907.7         6,725.7
Accumulated depreciation                (4,329.5)       (4,167.9)
                                        --------       ---------
                                         2,578.2         2,557.8
Construction-in-progress                   136.0           201.5
                                        --------       ---------
   Total                                $2,714.2       $ 2,759.3
                                        ========       =========

-------------------------------------------------------------------------------

Depreciation - Depreciation, which includes amortization of assets under
capital leases, is based upon the estimated useful lives of each asset group.
The estimated useful life is 18 years for most steel producing assets.  Steel
assets, other than blast furnace linings, and most raw material producing
assets are depreciated on a straight-line basis adjusted by an activity factor.
This factor is based on the ratio of production and shipments for the current
year to the average production and shipments for the current and preceding four
years at each operating location.  Annual depreciation after adjustment for
this activity factor is not less than 75% nor more than 125% of straight-line
depreciation.  Depreciation after adjustment for this activity factor was $16
million, $10 million and $4 million more than straight-line in 1995, 1994 and
1993.  Through December 31, 1995, $13 million less accumulated depreciation has
been recorded under this method than would have been recorded under
straight-line depreciation.  The cost of blast furnace linings is depreciated
on a unit-of-production basis.

  Foreign Currency, Interest Rate and Commodity Price Risk Management -
Periodically, we enter into financial contracts to manage risks.  We use
foreign currency exchange contracts to manage the cost of firm purchase
commitments for capital equipment or other purchased goods and services
denominated in a foreign currency.  We use interest rate swap agreements to fix
the interest rate on certain floating rate debt.  We use

                                 14


<PAGE>
<PAGE> 13
commodity contracts to fix the cost of a portion of our annual requirements
for natural gas, zinc and other metals.  Generally, foreign currency and
commodity contracts are for periods of less than a year.  The gains or losses
on these contracts are reflected in the cost of goods or services purchased.
Net payments or receipts on interest rate swaps are reflected in interest
expense.  Gains or losses on swaps settled or terminated are deferred and
amortized to interest expense over the life of the related debt.  Currency and
commodity contracts outstanding during the years and at year end were not
material.  Also, see Note E, Long-term Debt and Capital Lease Obligations.

  Use of Estimates - In preparing these financial statements, Bethlehem's
management makes estimates and uses assumptions that affect some of the
reported amounts and disclosures.  See, for example, Note D, Taxes; Note F,
Commitments and Contingent Liabilities; Note G, Postretirement Pension
Benefits; and Note H, Postretirement Benefits Other Than Pensions.  In the
future, actual amounts received or paid could differ from those estimates.

                     B.  INDUSTRY SEGMENT INFORMATION
-------------------------------------------------------------------------------

(Dollars in millions)                 1995      1994      1993
---------------------                 ----      ----      ----
Sales:
Trade:
Basic Steel Operations             $4,768.6   $4,702.4   $4,217.5
Steel Related Operations               98.9      117.0      105.9
Intersegment:
Basic Steel Operations                  8.2        3.8        1.7
Steel Related Operations               19.4       19.4       13.7
Eliminations                          (27.6)     (23.2)     (15.4)
                                   ---------  ---------  ---------
     Total                         $4,867.5   $4,819.4   $4,323.4
                                   =========  =========  =========
Estimated Restructuring Loss:
Basic Steel Operations             $    -     $    -     $  350.0
                                   =========  =========  =========
Income (Loss) from Operations:
Basic Steel Operations             $  310.7   $  166.0   $ (273.6)
Steel Related Operations              (41.8)     (32.4)     (21.6)
                                   ---------  ---------  ---------
     Total                         $  268.9   $  133.6 $   (295.2)
                                   =========  =========  =========
Shipments (tons in thousands):
Basic Steel Operations                8,970      9,251      8,997
                                   =========  =========  =========
Identifiable Assets:
Basic Steel Operations             $4,048.3   $4,106.0   $3,930.6
Steel Related Operations              115.5      102.7      119.9
Corporate                           1,536.5    1,573.7    1,826.2
                                   ---------  ---------  ---------
     Total                         $5,700.3   $5,782.4   $5,876.7
                                   =========  =========  =========
Depreciation:
Basic Steel Operations              $ 277.3   $  252.6   $  271.9
Steel Related Operations                6.7        8.5        5.6
                                   ---------  ---------  ---------
     Total                          $ 284.0   $  261.1   $  277.5
                                   =========  =========  =========
Capital Expenditures:
Basic Steel Operations              $ 253.4   $  432.1   $  323.8
Steel Related Operations               13.4       12.5        3.3
                                   ---------  ---------  ---------
     Total                          $ 266.8   $  444.6   $  327.1
                                   =========  =========  =========
-------------------------------------------------------------------------------
  A general description of our segments and their products and services is
contained under the heading "Bethlehem's Segments" on page 5 of this Report.

  Intersegment sales are generally at market prices.  Corporate assets consist
primarily of cash and cash equivalents, investments, deferred income tax asset
and intangible asset - pensions.

                       C.  ESTIMATED RESTRUCTURING LOSS

  On January 26, 1994, we announced a modernization plan that substantially
reduced the operations of our Bethlehem Structural Products Corporation (BSPC)
subsidiary.  Also, based on our review of the current and projected coke
market, we concluded that we could not recover both the remaining book value
and required future investment if we rebuilt and operated the coke plant at our
Sparrows Point Division that was idled in 1991.  Accordingly, we recorded a
restructuring loss in 1993 of $350 million ($290 million after-tax or $3.19 per
share).  This loss included $215 million for the net book value of certain
equipment, $115 million for employee benefit-related

                                     15


<PAGE>
<PAGE> 14

costs ($75 million for pensions, $20 million for postretirement benefits other
than pensions and $20 million for severance and other benefits) and $20 million
for future contractual and other costs.

  In late 1995, BSPC discontinued iron and steelmaking operations, production
of heavy structural shapes and foundry operations, reducing its workforce by
about 1,300 employees.  BSPC expects to reduce employment by an additional 350
employees in 1996.  The amounts for severance and other costs charged to the
restructuring liability in 1995 and 1994 were not significant.

                            D.  TAXES

   Our benefit (provision) for income taxes consisted of:
-------------------------------------------------------------------------------


(Dollars in millions)                    1995     1994     1993
---------------------                    ----     ----     ----

Federal - deferred                     $ (35)   $ (13)   $  87
Federal, state and foreign - current      (2)      (1)      (2)
                                       ------   ------   ------
   Total benefit (provision)           $ (37)   $ (14)   $  85
                                       ======   ======   ======
-------------------------------------------------------------------------------

  The benefit (provision) for income taxes differs from the amount computed by
applying the federal statutory rate to pre-tax income (loss).  The computed
amounts and the items comprising the total differences follow:

-------------------------------------------------------------------------------

(Dollars in millions)                  1995     1994      1993
---------------------                  ----     ----      ----

Pre-tax income (loss):
United States                          $203     $  87    $(353)
Foreign                                  14         8        2
                                       ------   ------   ------
     Total                            $ 217     $  95    $(351)
                                       ======   ======   ======
Computed amounts                     $  (76)    $ (33)   $ 123
Effect of change in rate
  on prior years (a)                    -          -        50
Valuation allowance                      37        13      (87)
Percentage depletion                      5         8        6
Dividend received deduction               3         3        2
State and foreign taxes                 -          (1)      (2)
Other differences - net                  (6)       (4)      (7)
                                       ------   ------   ------
   Total benefit (provision)         $  (37)    $ (14)   $  85
                                       ======   ======   ======

(a)  The 1993 Omnibus Budget Reconciliation Act increased the federal corporate
     income tax rate to 35% from 34%.  This increase in the tax rate resulted
     in an increase in our deferred income tax asset of $25 million, net of a
     valuation allowance, which we recorded in 1993.

-------------------------------------------------------------------------------

The components of our net deferred income tax asset are as follows:

-------------------------------------------------------------------------------

(Dollars in millions)                           December 31
---------------------                     ---------------------
                                          1995             1994
                                          ----             ----
Temporary differences:
Employee benefits                      $   830         $   870
Depreciable assets                        (300)           (250)
Other                                      115              66
                                       --------         -------
  Total                                    645             686
Operating loss carryforward                600             600
                                       --------         -------
  Deferred income tax asset              1,245           1,286
Valuation allowance                       (360)           (383)
                                       --------         -------
  Deferred income tax asset - net      $   885         $   903
                                       ========         =======

-------------------------------------------------------------------------------

  Temporary differences represent the cumulative taxable or deductible amounts
recorded in our financial statements in different years than recognized in our
tax returns.  Our employee benefits temporary difference includes amounts
expensed in our financial statements for pensions, health care, life insurance
and other postretirement benefits that become deductible in our tax return upon
payment or funding in qualified trusts.  The depreciable assets temporary
difference represents principally tax depreciation in excess of financial
statement depreciation.  Other temporary differences represent principally
various expenses accrued for financial reporting purposes that are not
deductible for tax reporting purposes until paid.  At December 31, 1995, we had
regular tax net operating loss carryforwards of $1.7 billion and alternative
minimum tax loss carryforwards of $800 million.  Regular federal tax net
operating loss carryforwards of $420 million expire in 1998, with the balance
expiring in varying amounts from 1999 through 2010.

  FASB Statement No.  109, Accounting for Income Taxes, requires that we record
a valuation allowance when it is "more likely than not that some portion or all
of the deferred tax assets will not be realized." It further states, "forming a
conclusion that a valuation allowance is not needed is difficult when there is
negative evidence such as cumulative losses in recent years." The ultimate
realization of this deferred tax asset depends on our ability to generate
sufficient taxable

                                     16

<PAGE>
<PAGE> 15
income in the future.  Bethlehem reported income before income taxes,
restructuring charges and extraordinary gains in 1987 through 1990 and
incurred higher costs in 1991 and 1992 relating to unusual repair costs
at a coke plant that has subsequently been idled and start-up costs of
certain modernized facilities.  Bethlehem has undergone substantial
restructuring and made substantial strategic capital expenditures during the
last several years.  Our income from operations improved significantly in 1995,
1994 and before the restructuring loss in 1993 from the prior year.  Also, we
have significant tax planning opportunities to manage taxable income including
selection of depreciation methods and timing of contributions to our pension
trust fund.

  We believe that our deferred tax asset will be realized by future operating
results together with tax planning opportunities.  However, our losses from
operations before restructuring charges in 1991 and 1992 and our significant
net operating loss carryforwards and future tax deductions from temporary
differences make it appropriate to record a valuation allowance.  Accordingly,
we have provided a valuation allowance at December 31, 1995 and 1994 equal to
50% of the total deferred tax asset related to our operating loss carryforward
and our temporary differences exclusive of postretirement benefits other than
pensions.  We expect our annual financial statement expense for postretirement
benefits other than pensions to approximate the annual amount deductible in our
tax returns for several years.  Furthermore, if we have a tax loss in any year
in which our tax deduction exceeds our financial statement expense, the tax law
currently provides for a 15-year carryforward of that loss against future
taxable income.  Under current law, we have a very long time to realize these
future tax benefits.  We believe, therefore, a valuation allowance is not
appropriate for the deferred tax asset related to our temporary difference
for postretirement benefits other than pensions.

  If we are unable to generate sufficient taxable income in the future through
operating results or tax-planning opportunities, we will be required to
increase our valuation allowance through a charge to expense (reducing our
stockholders' equity).  On the other hand, if we achieve sufficient
profitability to use all of our deferred income tax asset, we will reduce the
valuation allowance through a decrease to expense (increasing our stockholders'
equity).

  In addition to income taxes, we incurred costs for certain other taxes as
follows:

-------------------------------------------------------------------------------
(Dollars in millions)               1995      1994      1993
---------------------               ----      ----      ----
Employment taxes                 $   95.2  $   90.1  $   89.1
Property taxes                       24.6      24.7      27.5
State and foreign taxes              11.2       9.1       9.0
Federal excise tax on coal            2.6       3.1       3.3
                                  -------   -------   -------
   Total other taxes              $ 133.6   $ 127.0   $ 128.9
                                  =======   =======   =======
-------------------------------------------------------------------------------

            E.  LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

-------------------------------------------------------------------------------
(Dollars in millions)                                December 31
---------------------                               --------------
                                                    1995      1994
                                                    ----      ----
5.69% - 5.99% Galvanizing lines financing        $ 187.1   $ 224.6
Notes and loans:
10-3/8 % Senior Notes, Due 2003                    105.0     105.0
2% - 9.64%, Due 1996-2009                           25.5      31.3
Debentures:
6-1/8%  Due 1999                                    15.7      16.0
9%      Due 2000                                     --       36.0
8-3/8%  Due 2001                                    41.6      41.6
8.45%   Due 2005                                    90.7      90.7
Pollution control and industrial revenue bonds:
7-1/2%-8%, Due 2015-2024                           128.9     128.9
Capital lease obligations                           45.2      84.8
Unamortized debt discount                           (1.4)     (1.6)
                                                 --------  --------
   Total                                           638.3     757.3
Amounts due within one year                        (91.5)    (88.9)
                                                 --------  --------
   Long-term                                     $ 546.8   $ 668.4
                                                 ========  ========
-------------------------------------------------------------------------------
  Maturities and sinking fund requirements for the next five years are $92
million in 1996, $50 million in 1997, $46 million in 1998, $45 million in 1999
and $48 million in 2000.

                                       17

<PAGE>
<PAGE> 16
  The hot-dip galvanizing lines financing is collateralized by the coating
lines at our Sparrows Point and Burns Harbor Divisions and will be repaid in
equal semiannual installments through 2000.

  The 10-3/8% Senior Notes are senior in right of payment to all existing and
future subordinated indebtedness of Bethlehem.  As unsecured senior obligations
of Bethlehem, the Notes will effectively be subordinate to secured senior
indebtedness of Bethlehem.  These Notes contain covenants which impose certain
limitations on Bethlehem's ability to incur or repay debt, to pay dividends and
make other distributions on or redeem capital stock, or to sell, merge,
transfer or encumber assets.  See Note K, Stockholders' Equity.

  In 1995, we entered into a new five-year credit arrangement with a group of
15 domestic and international banks for $500 million, $150 million of which
can be used for letters of credit.  The new arrangement consist of a $300
million receivables sale/purchase agreement through a wholly-owned special
purpose subsidiary and a $200 million secured credit agreement.

  As of December 31, 1995, we had sold an ownership interest in trade
receivables to banks of about $136 million in exchange for $30 million in cash,
about $82 million in letters of credit and required reserves of about $24
million.  The receivables were sold at a discount, based on defined short-term,
investment grade, interest rates and a fixed fee per annum for the letters of
credit.  The banks are required to pay us cash for the face amount of the
letters of credit upon expiration.  We pay a .1875% per annum fee on the daily
available commitment.

  Receivables from banks are for cash and required reserves that will be
returned to us upon expiration of the letters of credit and liquidation of
receivable ownership.  Supplemental information on the receivable balances at
December 31, 1995 and 1994 follows:

-------------------------------------------------------------------------------
(Dollars in millions)                          December 31
---------------------                        --------------
                                             1995      1994
                                             ----      ----

Trade                                      $ 286.5   $ 536.2
Banks                                        105.9      --
Other                                          1.7       1.9
Allowances                                   (19.5)    (18.6)
                                           --------  --------
 Total receivables - net                   $ 374.6   $ 519.5
                                           ========  ========

-------------------------------------------------------------------------------

  Under the secured credit agreement, inventories are pledged as collateral for
any borrowings and letters of credit.  Borrowings under the agreement are
subject to collateral coverage requirements and incur interest based on defined
short-term interest rates.  No borrowings were outstanding under this agreement
at December 31, 1995.  We pay a .5% per annum fee on the unused available
credit.

  Our secured credit agreement and hot-dip galvanizing lines financing
agreements contain restrictive covenants which require Bethlehem to maintain a
minimum adjusted consolidated tangible net worth.  At December 31, 1995, our
adjusted tangible net worth as defined by these agreements exceeded the more
restrictive of these requirements by about $600 million.

  At December 31, 1995, outstanding interest rate swap agreements with notional
amounts totaling $105 million effectively fix the interest rate on our floating
rate financings at 5.75% to 8.70%.  These swaps are also being used to hedge
the interest rate risk on anticipated financing transactions.  These interest
rate swap agreements expire in 2000 and 2001.  At December 31, 1995 and 1994,
the estimated fair value of our debt and interest rate swap agreements was not
materially different than the recorded amounts.

  We lease certain manufacturing facilities and equipment under capital leases,
the most significant of which covers the two continuous casters at our Sparrows
Point and Burns Harbor Divisions.  The casters lease requires quarterly rental
payments of $9 million plus interest at 1-1/4% above LIBOR.  The amounts
included in property, plant and equipment for capital leases were $263 million
(net of $273 million accumulated amortization) and $291 million (net of $247
million accumulated amortization) at December 31, 1995 and 1994.

  Future minimum payments under noncancellable operating leases at December 31,
1995 were $24 million in 1996, $17 million in 1997, $13 million in 1998, $9
million in 1999, $7 million in 2000 and $23 million thereafter.  Total rental
expense under operating leases was $42 million, $38 million and $41 million in
1995, 1994 and 1993.

                                      18

<PAGE>
<PAGE> 17

                    F.  COMMITMENTS AND CONTINGENT LIABILITIES

  We own a portion of an iron ore enterprise and are committed to purchase
certain ore produced.  We received 2.2 million net tons of such iron ore in
1995, and 2.7 million tons in 1994 and 1993 at a net cost of $58 million, $82
million and $89 million.

  At December 31, 1995, we had outstanding approximately $59 million of
purchase orders for additions and improvements to our properties.

  We, as well as other steel companies, are subject to various environmental
laws and regulations imposed by federal, state and local governments.  Because
of the continuing evolution of the specific regulatory requirements and
available technology to comply with the requirements, we cannot reasonably
estimate the future capital expenditures and operating costs required to comply
with these laws and regulations.  Although it is possible that our future
operating results in a particular quarterly or annual period could be
materially affected by the future costs of environmental compliance, we believe
that such costs will not have a material adverse effect on our consolidated
financial position or on our competitive position with respect to other
integrated domestic steelmakers subject to the same environmental requirements.

  In the ordinary course of our business, we are involved in various pending or
threatened legal actions.  In our opinion, adequate reserves have been recorded
for losses that are likely to result from these proceedings.  If such reserves
prove to be inadequate, however, we would incur a charge to earnings which
could be material to the results of operations in a particular future quarterly
or annual period.  We believe that any ultimate liability arising from these
actions will not have a material adverse effect on our consolidated financial
position.

                     G.  POSTRETIREMENT PENSION BENEFITS

  We have noncontributory defined benefit pension plans which provide benefits
for substantially all our employees.  Defined benefits are based on years of
service and the five highest consecutive years of pensionable earnings during
the last ten years prior to retirement or a minimum amount based on years of
service.  We fund annually the amount required under ERISA minimum funding
standards plus additional amounts as appropriate.

  The following sets forth the plans' actuarial assumptions used and funded
status at year end together with amounts recognized in our consolidated balance
sheets:
-------------------------------------------------------------------------------


(Dollars in millions)                                    December 31
----------------------                                 ---------------
                                                       1995       1994
                                                       ----       ----
Assumptions:
Discount rate                                          7.25%      9.00%
Average rate of compensation increase                  3.10%      3.10%
Actuarial present value of benefit obligations:
Vested benefit obligation                            $ 4,895    $ 4,247
Accumulated benefit obligation                         5,065      4,393
Projected benefit obligation                           5,365      4,579
Plan assets at fair value:
Fixed income securities                                1,814      1,759
Equity securities                                      1,943      1,371
Cash and marketable securities                           193        146
                                                     --------   --------
    Total plan assets                                $ 3,950    $ 3,276
                                                     --------   --------
Projected benefit obligation in excess
   of plan assets                                      1,415      1,303
Unrecognized net loss                                   (382)       (82)
Remaining unrecognized net obligation resulting
   from adoption of Statement No. 87                    (219)      (255)
Unrecognized prior service cost from
   plan amendments                                      (244)      (275)
Adjustment required to recognize minimum liability
   - Intangible asset                                    463        426
   - Additional paid-in capital
        (pre-tax) (Note K)                                82        -
                                                     --------   --------
  Pension liability                                  $ 1,115    $ 1,117
                                                     ========   ========


-------------------------------------------------------------------------------

                                          19

<PAGE>
<PAGE> 18
  The assumptions used in each year and the components of our annual pension
cost are as follows:

-------------------------------------------------------------------------------

(Dollars in millions)                         1995       1994     1993
----------------------                        ----       ----     ----

Assumptions:
Return on plan assets                        10.00%      8.75%    9.50%
Discount rate                                 9.00%      7.50%    8.50%
Pension cost:
Service cost - benefits
   earned during the period                   $  45     $  52     $  39
Interest on projected
   benefit obligation                           402       375       380
Return on plan assets
   - actual                                    (849)       60      (308)
   - deferred                                   532      (365)        4
Amortization of initial
   net obligation                                36        37        38
Amortization of unrecognized prior
   service cost from plan amendments             32        33        20
                                             -------    ------    ------
   Total                                        198       192       173
PBGC premiums, administration fees, etc.         12        11        11
                                             -------    ------    ------
   Total cost                                 $ 210     $ 203     $ 184
                                             =======    ======    ======

-------------------------------------------------------------------------------


               H.  POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

  In addition to providing pension benefits, we currently provide health care
and life insurance benefits for most retirees and their dependents.

   Information regarding our plans' actuarial assumptions, funded status and
liability follows:


-------------------------------------------------------------------------------

(Dollars in millions)                                 December 31
---------------------                                --------------
                                                     1995      1994
Assumptions:                                         ----      ----
Discount rate                                       7.25%       9.00%
Trend rate
   -  beginning next year                           8.00%       9.00%
   -  ending year 2000                              4.60%       4.60%
Accumulated postretirement benefit obligation:
Retirees                                          $ 1,605     $ 1,428
Fully eligible active plan participants               170         100
Other active plan participants                        230         160
                                                  --------    --------
   Total                                            2,005       1,688
Plan assets at fair value:
   Fixed income securities                            140         136
                                                  --------    --------
Accumulated postretirement benefit
   obligation in excess of plan assets              1,865       1,552
Unrecognized net gain (loss)                         (300)         27
                                                  --------    --------
   Total obligation                                 1,565       1,579
Current portion                                      (150)       (138)
                                                  --------    --------
   Long-term obligation                           $ 1,415     $ 1,441
                                                  ========    ========


-------------------------------------------------------------------------------

                                   20

<PAGE>
<PAGE> 19
  The assumptions used in each year and the components of our postretirement
benefit cost follow:

-------------------------------------------------------------------------------

(Dollars in millions)                       1995         1994         1993
---------------------                       ----         ----         ----
Assumptions:
Return on plan assets                      10.00%        8.75%        9.50%
Discount rate                               9.00%        7.50%        8.50%
Trend rate
   - beginning current year                 9.00%        9.00%        9.50%
   - ending year 2000                       4.60%        4.60%        5.50%
Postretirement benefit cost:
Service cost                               $    7       $   11       $    9
Interest on accumulated postretirement
   benefit obligation                         148          139          144
Return on plan assets
   - actual                                   (24)           5          (18)
   - deferred                                  12          (18)           4
                                            ------       ------       ------
   Total cost                               $ 143        $ 137        $ 139
                                            ======       ======       ======
-------------------------------------------------------------------------------

  A one percentage point increase or decrease in the assumed health care trend
rate would increase or decrease the accumulated postretirement benefit
obligation by about $145 million and 1995 expense by about $10 million.

                   I.  STOCKHOLDER RIGHTS PLAN

  We have a Stockholder Rights Plan under which holders of Common Stock have
rights to purchase a new series of Preference Stock.  When exercisable, each
right entitles the holder to purchase one one-hundredth of a share of Series A
Junior Participating Preference Stock at an exercise price of $80 per unit.
The rights will become exercisable only if a person or group acquires 15% or
more of Common Stock or begins a tender offer or exchange offer which would
result in that person or group beneficially owning 20% or more of Common Stock.
Subsequently, upon the occurrence of certain events, holders of rights will be
entitled to purchase Common Stock of Bethlehem or a third-party acquiror worth
twice the right's exercise price.  Until the rights become exercisable, we will
be able to redeem them at one cent per right.  The rights expire on October 18,
1998.

                              J.  STOCK OPTIONS

  At December 31, 1995, we had options outstanding under our Stock Option
Plans.  The 1994 Stock Incentive Plan was approved by our stockholders on April
26, 1994 and replaces the 1988 Stock Incentive Plan.  New options can be
granted only under the 1994 Plan, which reserved 4,000,000 shares of Common
Stock for such use.  At December 31, 1995, options on 2,469,300 shares of
Common Stock were available for granting under the 1994 Plan.  The option price
is the fair market value of our Common Stock on the date the option is granted.
Options issued under the 1994 Plan become exercisable either two or four years
after the date granted and expire ten years from the date granted.  Exercisable
options may be surrendered for the difference between the option price and the
fair market value of the Common Stock on the date of surrender.  Depending on
the circumstances, option holders receive either Common Stock, cash or a
combination of Common Stock and cash.  The recently issued FASB Statement No.
123, Accounting for Stock-Based Compensation, will not affect the accounting
for our stock options because of their "surrender" component.

  Changes in options outstanding during 1995 and 1994 under the Plans were as
follows:

                                    Number of      Option Price
                                     Options         or Range

Balance December 31, 1993           2,879,915          8 - 26-1/8
   Granted                            561,900            20-1/8
   Terminated or cancelled           (256,264)        14-1/8 - 26-1/8
   Surrendered or exercised          (685,303)         8 - 21-3/4
                                    ----------
Balance December 31, 1994           2,500,248          8 - 21-3/4
   Granted                            635,100          14-1/2
   Terminated or cancelled           (111,373)        14 - 21-3/4
   Surrendered or exercised            (6,900)        14 - 14-1/8
                                    ----------
Balance December 31, 1995           3,017,075          8 - 21-3/4
                                    ==========

1,848,375 options outstanding were exercisable at December 31, 1995.

                                 21

<PAGE>
<PAGE> 20

K.  STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>


                                     Preferred Stock  Preference Stock  Common Stock      Common Stock     Additional
(Shares in thousands and dollars     $1.00 Par Value  $1.00 Par Value   $1.00 Par Value  Held in Treasury   Paid-In   Accumulated
in millions, except per share data)  Shares   Amount  Shares   Amount   Shares    Amount Shares    Amount   Capital    Deficit
-----------------------------------  ------   ------  ------   ------   ------    ------ ------    ------  ---------- -----------
<S>                                   <C>       <C>    <C>       <C>     <C>       <C>    <C>       <C>     <C>         <C>
Balance December 31, 1992             6,500     $6.5   2,869     $2.9    92,511    $92.5  2,002     $59.7   $1,420.8    ($673.6)
Net loss for year                                                                                                        (266.3)
Minimum pension liability
  adjustment (Note G)                                                                                          (50.0)
Preferred Stock:
  Dividends                                                                                                    (36.2)
  Issued                              5,123      5.1                                                           243.2
Preference Stock:
  Stock dividend                                         138      0.1                                           (0.1)
  Issued                                                 211      0.2                                            3.2
  Converted                                             (407)    (0.4)      407      0.4
Common Stock:
  Stock acquired                                                                              2
  Issued                                                                    495      0.5                         7.5
                                     ------    -----   ------    -----  -------    -----  -----     -----   ---------   --------
Balance December 31, 1993            11,623     11.6   2,811      2.8    93,413     93.4  2,004      59.7    1,588.4     (939.9)
Net income for year                                                                                                        80.5
Minimum pension liability
  adjustment (Note G)                                                                                           50.0
Preferred Stock Dividends                                                                                      (40.4)
Preference Stock:
  Stock dividend                                         135      0.1                                           (0.1)
  Issued                                                 134      0.1                                            2.6
  Converted                                             (461)    (0.4)      461      0.4
Common Stock Issued                                                      18,008     18.1     (7)     (0.2)     348.1
                                     ------    -----   ------    -----  -------    -----  -----     -----   ---------   --------
Balance December 31, 1994            11,623     11.6   2,619      2.6   111,882    111.9  1,997      59.5    1,948.6     (859.4)
Net income for year                                                                                                       179.6
Minimum pension liability
  adjustment (Note G)                                                                                          (67.0)
Preferred Stock Dividends                                                                                      (40.4)
Preference Stock:
  Stock dividend                                         133      0.1                                           (0.1)
  Issued                                                  41      0.1                                            0.7
  Converted                                             (205)    (0.2)      205      0.2
Common Stock Issued                                                         613      0.6     (5)     (0.1)       8.8
                                     ------    -----   ------    -----  -------    -----  -----     -----   ---------   --------
Balance December 31, 1995            11,623    $11.6   2,588     $2.6   112,700   $112.7  1,992     $59.4   $1,850.6    ($679.8)

</TABLE>

                                       22

<PAGE>
<PAGE> 21
  Preferred and Preference Stock issued and outstanding:
  (Shares in thousands)
                                                                 December 31
                                                                --------------
                                                                1995      1994
   Preferred Stock -- Authorized 20,000 shares                  ----      ----

     $5.00 Cumulative Convertible Preferred Stock               2,500     2,500
     $2.50 Cumulative Convertible Preferred Stock               4,000     4,000
     $3.50 Cumulative Convertible Preferred Stock               5,123     5,123

   Preference Stock -- Authorized 20,000 shares

     Series "A" 5% Cumulative Convertible Preference Stock      1,920     1,966
     Series "B" 5% Cumulative Convertible Preference Stock        668       653

  During 1993, we issued 5.1 million shares of $3.50 Cumulative Convertible
Preferred Stock for $248 million.  Each share is convertible into 2.39 shares
of Common Stock, subject to certain events.

  Each share of the $5.00 Cumulative Convertible Preferred Stock and the $2.50
Cumulative Convertible Preferred Stock issued in 1983 is convertible into 1.77
and .84 shares of Common Stock, respectively, subject to certain events.

  In accordance with our labor agreements, we issue Preference Stock to a
trustee under the Employee Investment Program.  Series "A" and Series "B" of
Preference Stock have a cumulative dividend of 5% per annum payable at our
option in cash, Common Stock or additional shares of Preference Stock.  Each
share of Preference Stock is entitled to vote with Common Stock on all matters
and is convertible into one share of Common Stock.

  Under the covenants of our 10-3/8% Senior Notes, we can pay future dividends
on our common stock, among certain other  restrictions, only if such cumulative
dividends do not exceed the aggregate net cash proceeds from the sale of
capital stock plus 50% of our consolidated net income and minus 100% of our
consolidated net loss since second quarter of 1993, excluding certain
restructuring charges and other adjustments.  The amount available at
December 31, 1995 under this covenant was about $450 million.


L.  QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
(Dollars in millions,
except per share data)                           1995                                    1994

-------------------------------------------------------------------------------------------------------------
<S>                          <C>        <C>        <C>       <C>       <C>       <C>       <C>       <C>
                                  1Q         2Q        3Q        4Q        1Q        2Q        3Q        4Q
-------------------------------------------------------------------------------------------------------------
Net sales                    $ 1,240.7  $ 1,250.2  $1,224.7  $1,151.9  $1,131.2  $1,230.5  $1,233.2  $1,224.5
Cost of sales                  1,068.9    1,061.6   1,069.6   1,002.7   1,005.2   1,087.9   1,120.9   1,073.3
Net income                        52.5       60.3      34.4      32.4      12.9      26.0      10.3      31.3
Net income per Common Share  $    0.38  $    0.45  $   0.22  $   0.20  $   0.02  $   0.14  $    --   $   0.19
-------------------------------------------------------------------------------------------------------------
</TABLE>

                                     23

<PAGE>
<PAGE> 22
                        REPORT OF INDEPENDENT AUDITORS



To the Board of Directors and Stockholders
of Bethlehem Steel Corporation

We have audited the accompanying consolidated balance sheets of Bethlehem Steel
Corporation and its subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of income and of cash flows for each of the
three years in the period ended December 31, 1995.  These financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

    We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

    In our opinion, the consolidated financial statements audited by us present
fairly, in all material respects, the financial position of Bethlehem Steel
Corporation and its subsidiaries at December 31, 1995 and 1994, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted
accounting principles.



/s/ Price Waterhouse LLP

1177 Avenue of the Americas
New York, NY  10036
January 31, 1996




                                   24


<PAGE>
<PAGE> 23
<TABLE>
<CAPTION>
FIVE-YEAR FINANCIAL AND OPERATING SUMMARIES
--------------------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------------------------
(Dollars in millions, except per share data)                   1995        1994        1993        1992        1991
--------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>         <C>         <C>         <C>         <C>
Earnings Statistics
Net sales                                                 $ 4,867.5   $ 4,819.4   $ 4,323.4   $ 4,007.9   $ 4,317.9
                                                          ---------   ---------   ----------  ----------  ----------
Costs and Expenses:
  Employment costs                                          1,683.5     1,633.0     1,547.1     1,664.0     1,720.8
  Materials and services                                    2,592.7     2,754.8     2,404.2     2,242.0     2,444.3
  Depreciation                                                284.0       261.1       277.5       261.7       241.4
  Taxes (other than employment and income taxes)               38.4        36.9        39.8        43.2        51.3
  Estimated restructuring losses                                -           -         350.0          -        635.0
                                                          ---------   ---------   ----------  ----------  ----------
Total Costs and Expenses                                    4,598.6     4,685.8     4,618.6     4,210.9     5,092.8
                                                          ---------   ---------   ----------  ----------  ----------
Income (loss) from operations                                 268.9       133.6      (295.2)     (203.0)     (774.9)
Financing income (expense):
  Interest and other financing costs                          (60.0)      (46.2)      (63.2)      (57.2)      (45.5)
  Interest income                                               7.7         7.1         7.1         4.9         9.7
Benefit (provision) for income taxes                          (37.0)      (14.0)       85.0        45.0        (2.0)
Cumulative effect of changes in accounting                      -           -           -        (340.0)        -
                                                          ---------   ---------   ----------  ----------  ----------
Net income (loss)                                             179.6        80.5      (266.3)     (550.3)     (812.7)
Dividends on Preferred and Preference Stock                    42.4        43.1        39.8        24.3        24.7
                                                          ---------   ---------   ---------   ----------  ----------
Net income (loss) applicable to Common Stock              $   137.2   $    37.4   $  (306.1)  $  (574.6)  $  (837.4)
                                                          =========   =========   ==========  ==========  ==========

Net income (loss) per Common share                        $    1.24   $    0.35   $   (3.37)  $   (7.01)  $  (11.01)
Dividends per Common share                                       -           -           -           -          .40
Dividends paid on Common Stock                                   -           -           -           -         30.4
--------------------------------------------------------------------------------------------------------------------
Balance Sheet Statistics
Cash and cash equivalent                                  $   180.0   $   159.5   $   228.9   $   208.2   $    83.8
Receivables, inventories and other current assets           1,345.8     1,409.6     1,362.2     1,261.3     1,454.0
Current liabilities                                        (1,049.6)   (1,011.2)     (914.2)     (893.2)     (931.0)
                                                          ---------   ---------   ---------   ----------  ----------
Working capital                                           $   476.2   $   557.9   $   676.9   $   576.3   $   606.8
Current ratio                                                   1.5         1.6         1.7         1.6         1.7

Property, plant and equipment - net                       $ 2,714.2   $ 2,759.3   $ 2,634.3   $ 2,804.5   $ 2,864.8
Total assets                                                5,700.3     5,782.4     5,876.7     5,493.0     4,708.3
Total debt and capital lease obligations                      638.3       757.3       813.8       796.0       871.2
Stockholders' equity                                        1,238.3     1,155.8       696.6       789.4     1,186.1
Total debt as a percent of invested capital                      34%         40%         54%         50%         42%
--------------------------------------------------------------------------------------------------------------------
Other Statistics
Capital expenditures                                      $   266.8   $   444.6   $   327.1   $   328.7   $   563.9
Raw steel production capability (net tons in thousands)      11,500      11,500      11,500      16,000      16,000
Raw steel production (net tons in thousands)                 10,449       9,817      10,303      10,544      10,022
Steel products shipped (net tons in thousands)                8,986       9,262       9,016       9,062       8,376

Pensioners receiving benefits at year end                    71,000      71,700      70,900      70,500      70,200
Average number of employees receiving pay                    19,500      19,900      20,700      24,900      27,500

Common Stock outstanding at year end (shares in thousands)  110,708     109,886      91,409      90,509      76,380
Common stockholders at year end                              39,000      41,000      43,000      46,000      50,000
====================================================================================================================

</TABLE>
                                     26

<PAGE>
<PAGE> 24

                                                                 Exhibit 24



                             POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors
and officers of Bethlehem Steel Corporation, a Delaware corporation,
constitutes and appoints Curtis H.  Barnette, Gary L.  Millenbruch, and Lonnie
A.  Arnett, and each of them, with full power to act without the others, as his
or her true and lawful attorney-in-fact and agent, with full and several power
of substitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign Bethlehem Steel Corporation's Annual Report on Form
10-K, and to file the same, with all exhibits thereto, and other documents in
connection therewith, including any amendments thereto, with the Securities and
Exchange Commission under the provisions of the Securities and Exchange Act of
1934, as amended, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as they or he might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals as of the 31st day of January, 1996.




     /s/ Curtis H. Barnette                   /s/ Gary L. Millenbruch
-------------------------------         -------------------------------
Curtis H. Barnette                      Gary L. Millenbruch
Chairman, Chief Executive Officer       Executive Vice President
(principal executive officer)           (principal financial officer)
and Director                            and Director




<PAGE>
<PAGE> 25
                                   - 2 -




    /s/ Lonnie A. Arnett                    /s/ Winthrop Knowlton
------------------------------         ------------------------------
Lonnie A. Arnett                       Winthrop Knowlton, Director
Vice President and Controller
(principal accounting officer)


  /s/ Benjamin R. Civiletti               /s/ Robert McClements, Jr.
------------------------------         ------------------------------
Benjamin R. Civiletti, Director        Robert McClements, Jr., Director


    /s/ Worley H. Clark                      /s/ Roger P. Penny
------------------------------         ------------------------------
Worley H. Clark, Director              Roger P. Penny, Director


  /s/ John B. Curcio                       /s/ Shirley D. Peterson
------------------------------         ------------------------------
John B. Curcio, Director               Shirley D. Peterson, Director


  /s/ Thomas L. Holton                      /s/ Dean P. Phypers
------------------------------         ------------------------------
Thomas L. Holton, Director             Dean P. Phypers, Director


   /s/ Lewis B. Kaden                       /s/ William A. Pogue
------------------------------         ------------------------------
Lewis B. Kaden, Director               William A. Pogue, Director


      /s/ Harry P. Kamen                    /s/ John F. Ruffle
------------------------------         ------------------------------
Harry P. Kamen, Director               John F. Ruffle, Director