Exhibit 4(e)

                                           [CONFORMED COPY]

                    RECEIVABLES PURCHASE AGREEMENT

                             dated as of

                          September 12, 1995


                                among

                    BETHLEHEM STEEL FUNDING, LLC,

              BETHLEHEM STEEL CORPORATION, as Servicer,

             BETHLEHEM STEEL CREDIT AFFILIATE ONE, INC.,

             BETHLEHEM STEEL CREDIT AFFILIATE TWO, INC.,

              THE FINANCIAL INSTITUTIONS LISTED HEREIN,

              MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                       as Administrative Agent

                                 and

                       J.P. MORGAN DELAWARE, as
                   Structuring and Collateral Agent





<PAGE>

                          TABLE OF CONTENTS

                                                      Page

                              ARTICLE 1

                             DEFINITIONS

1.1. Definitions ........................................  1
1.2. UCC Terms .......................................... 34
1.3. Accounting Terms and Determinations ................ 34

                              ARTICLE 2

                              PURCHASES
2.1. Sale and Assignment ................................ 35
2.2. Incremental Purchases .............................. 35
2.3. Tranches; Yield Accrual Periods; Yield Rates ....... 37
2.4. Fees ............................................... 38
2.5. Optional Termination or Reduction of Commitments ... 39
2.6. Payments under Certain Circumstances ............... 39
2.7. General Provisions as to Payments .................. 40
2.8. Funding Losses ..................................... 41
2.9. Letters of Credit .................................. 41

                              ARTICLE 3

                             ASSIGNMENT;
             COLLECTION AND ADMINISTRATION OF RECEIVABLES

3.1. Assignment. ........................................ 51
3.2. Accounts and Collections ........................... 53
3.3. Administration of Receivables ...................... 55
3.4. Servicer's Compensation............................. 56
3.5. Servicing Transfer ................................. 57
3.6. Protection of Purchased Interest ................... 57
3.7. Pre-Termination Procedures; Reinvestment ........... 59
3.8. Post-Termination Procedures ........................ 64
3.9. Payments under Certain Circumstances ............... 67

                                  i


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                              ARTICLE 4

                              CONDITIONS

4.1. Closing ............................................ 68
4.2. Conditions to Each Incremental Purchase ............ 73
4.3. Conditions to Each Purchase ........................ 74

                              ARTICLE 5

                    REPRESENTATIONS AND WARRANTIES

5.1. Existence and Power ................................ 74
5.2. Governmental Authorization; No Contravention ....... 75
5.3. Binding Effect ..................................... 75
5.4. Material Adverse Change ............................ 75
5.5. Litigation ......................................... 75
5.6. Compliance with ERISA .............................. 75
5.7. Environmental Matters .............................. 76
5.8. Taxes .............................................. 76
5.9. Regulatory Restriction ............................. 76
5.10. Full Disclosure ................................... 76
5.11. Location .......................................... 77

                              ARTICLE 6

                              COVENANTS
6.1. General Information ................................ 77
6.2. Information Regarding the Receivables .............. 80
6.3. Preservation of Existence .......................... 82
6.4. Compliance with Laws ............................... 82
6.5. No Adverse Interests ............................... 82
6.6. No Merger .......................................... 82
6.7. Limitations on Activities of BSF ................... 83
6.8. Waivers and Amendments of Documents ................ 84
6.9. Maintenance of Property ............................ 84
6.10. Payment of Taxes .................................. 84
6.11. Accounting Treatment .............................. 84

                                  ii


<PAGE>

                              ARTICLE 7

         REPRESENTATIONS, WARRANTIES AND COVENANTS OF MEMBERS

7.1. Representations and Warranties of the Special Purpose
     Members. ............................................. 85
7.2. Covenants of the Special Purpose Members.............. 85
7.3. Limitations on Activities of Special Purpose Members . 87
7.4. No Bankruptcy Petition ............................... 88

                              ARTICLE 8

                          TERMINATION EVENTS

8.1. Termination Events ................................... 88
8.2. Consequences of a Termination Event .................. 92

                              ARTICLE 9

                              THE AGENTS

9.1. Appointment and Authorization ........................ 93
9.2. Agents and Affiliates ................................ 94
9.3. Action by Agents ..................................... 94
9.4. Consultation with Experts ............................ 94
9.5. Liability of Agents .................................. 94
9.6. Indemnification ...................................... 95
9.7. Purchase Decision .................................... 95
9.8. Successor Agent ...................................... 95
9.9. Direction by Required Buyers ......................... 96

                              ARTICLE 10

                       CHANGE IN CIRCUMSTANCES

10.1. Change in Circumstances ............................. 96
10.2. Illegality .......................................... 97
10.3. Indemnity for Changes in Law ........................ 97
10.4. Taxes .............................................. 100

                                 iii


<PAGE>

                              ARTICLE 11

                            MISCELLANEOUS

11.1. Notices ............................................ 104
11.2. No Waivers ......................................... 105
11.3. Expenses; Indemnification .......................... 105
11.4. Sharing of Set-Offs ................................ 108
11.5. Amendments and Waivers ............................. 108
11.6. Successors and Assigns ............................. 109
11.7. Confidentiality .................................... 112
11.8. Financial Accommodation ............................ 112
11.9. No Bankruptcy Petition Against BSF ................. 113
11.10. Limitation of Liability ........................... 113
11.11. Notices to Standard & Poor's ...................... 113
11.12. Governing Law; Submission to Jurisdiction ......... 113
11.13. Counterparts; Integration; Effectiveness .......... 114
11.14. Termination of Existing Credit Agreement........... 114
11.15. WAIVER OF JURY TRIAL............................... 115




                                  iv



<PAGE>


                     PURCHASE AND SALE AGREEMENT

         PURCHASE AND SALE AGREEMENT, dated as of September 12, 1995,
between BETHLEHEM STEEL CORPORATION, a Delaware corporation, as
seller, and BETHLEHEM STEEL FUNDING, LLC, a Maryland limited liability
company, as purchaser.  RECITALS

         WHEREAS, in the ordinary course of its business the Seller
generates trade receivables from the sale of goods and services; and

         WHEREAS, the Seller and BSF wish to set forth the terms
pursuant to which receivables are to be sold by the Seller to BSF;

         NOW, THEREFORE, the parties hereto agree as follows:

                              ARTICLE I

                         CERTAIN DEFINITIONS
                         -------------------

         1.01 Certain Definitions.  Terms not defined in this
              -------------------
Agreement shall have the meanings set forth in the Receivables
Purchase Agreement.  As used in this Agreement, the following terms
shall, unless the context otherwise requires, have the following
meanings:

         "Agreement" means this Purchase and Sale Agreement, as
amended from time to time.

         "Bankruptcy Suspension Period" means, with respect to BSC,
the period beginning on the day on which an involuntary case or other
proceeding against BSC seeking liquidation, reorganization or other
relief with respect to it or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking
the appointment of a trustee, receiver, liquidator, custodian or other
similar official of BSC or any substantial part of its property is
commenced and ending on the day such proceeding is dismissed; provided
that if such proceeding is not controverted within 10 days of
commencement and dismissed within 60 days of commencement then such
commencement shall become an Event of Bankruptcy (and the provisions
of Section 8.2 of the Receivables Purchase Agreement shall apply) on
the earlier of 11 days from the day of commencement (in the case of
controversion) or 61 days from the day of commencement (in the case of
dismissal).



<PAGE>
         "Consolidated Subsidiary" means, at any date, any Subsidiary
or other entity
the accounts of which would be consolidated with those of the Seller in its
consolidated financial statements if its consolidated financial statements were
prepared as of such date.

         "Eligibility Criteria" means the requirements of paragraph
(a) of the definition of "Eligible Receivable" in the Receivables
Purchase Agreement.

         "Final Purchase Date" means the earliest of (i) the date
specified by either party hereto, upon not less than 30 days' prior
written notice to the other party hereto, as the last day on which
Receivables are to be purchased hereunder, (ii) the Business Day on
which Commitments terminate pursuant to Section 8.2 of the Receivables
Purchase Agreement, and (iii) the Business day preceding the day on
which any Bankruptcy Event occurs with respect to the Seller or BSF.

         "Purchase Price" means, with respect to a Receivable or
Receivables, the price paid by BSF to the Seller in consideration of
the sale of such Receivable or Receivables pursuant to Section 2.01(c)
of this Agreement.

         "Receivables Purchase Agreement" means the Receivables
Purchase Agreement, dated as of September 12, 1995, among BSF,
Bethlehem Steel Credit Affiliate One, Inc., Bethlehem Steel Credit
Affiliate Two, Inc., BSC, as Servicer, the financial institutions
party thereto, as Buyers, Morgan Guaranty, as Administrative Agent,
and J.P.  Morgan Delaware, as Structuring and Collateral Agent, as
amended from time to time.

         "Seller's 1994 Form 10-K" means the Seller's annual report on
Form 10-K for 1994, as filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934.

         "Seller's Latest Form 10-Q" means the Seller's quarterly
report on Form 10- Q for the quarter ended June 30, 1995, as filed
with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934.

                              ARTICLE II

                   PURCHASE AND SALE OF RECEIVABLES
                   --------------------------------

         2.01 Purchase and Sale.
              -----------------

         (a) General.  Pursuant and subject to the terms and
conditions hereof, the Seller hereby agrees to sell to BSF, and BSF
hereby agrees to purchase from the Seller, all of the Seller's right,
title and interest in, to and under (i) each and every Receivable
outstanding as of the Closing Date and thereafter arising through the
close of business on the Final Purchase Date, (ii) all Related
Security with respect to each such Receivable, (iii) all Collections
with respect thereto

                                  2


<PAGE>

and (iv) all proceeds of the foregoing; provided that the Seller shall
not sell to BSF, and BSF shall not purchase from the Seller, any
Receivables (or any Related Security, Collections and proceeds with
respect thereto) arising during a Bankruptcy Suspension Period;
provided further that on the Closing Date the Seller may make a
capital contribution of $380,000 in the form of Receivables to each of
the Special Purpose Members.

         (b) Sale Without Recourse.  Subject only to the provisions of
             ---------------------
Section 2.02, the sale of Receivables by the Seller hereunder shall be
without recourse.

         (c) Purchase Price.  In consideration of the sale of
             --------------
Receivables by the Seller to BSF pursuant to this Agreement, BSF shall
pay to Seller, on the Closing Date and each Business Day thereafter, a
Purchase Price for all Receivables first booked on such Business Day
(or, in the case of the purchase on the Closing Date, all outstanding
Receivables) in an amount equal to the outstanding face amount of all
such Receivables which the Seller has certified meet the Eligibility
Criteria, less adjustments for (i) an interest component, taking into
account the maturity of such Receivables, (ii) an amount representing
the historical losses on similar Receivables and (iii) an amount
representing a servicing fee, such Purchase Price to be calculated in
accordance with Appendix I hereto.  The parties hereto represent that
the Purchase Price so calculated constitutes and represents an
arm's-length fair market value price for the Receivables sold.
Receivables transferred from the Seller to BSF which do not meet the
Eligibility Criteria on the date of transfer shall be deemed
contributed to the capital of BSF.  At the request of the Seller, BSF
agrees to cause the Buyers to make Incremental Purchases pursuant to
the Receivables Purchase Agreement which Purchase Price for such
Incremental Purchase shall be payable in Dollars or the issuance of
Letters of Credit as set forth below.  The Purchase Price for each
Receivable shall, be payable (x) to the extent of cash available to
BSF, in Dollars (or in the case of the purchase of Receivables
outstanding on the Closing Date, by crediting BSC with a capital
contribution of $37,240,000 (which capital contribution may be in the
form of Receivables)) or (y) to the extent cash is not so available,
by a deemed advance under the BSC Note.  In addition, at the request
of the Seller, BSF agrees to procure the issuance of Letters of Credit
pursuant to the Receivables Purchase Agreement, such Letters of Credit
to be as specified by BSC.  The amount of any drawing under any Letter
of Credit shall be credited against the outstanding balance under the
BSC Note, and the amount of Letter of Credit Fees paid under the
Receivables Purchase Agreement shall be credited against interest
accruing under the BSC Note.

         (d) True Sale.  The Seller and BSF intend the sales of the
             ---------
Receivables hereunder to be true sales of all of the Seller's right,
title and interest in, to and under such Receivables, providing BSF
with the full benefits of ownership of the same, and the Seller and
BSF do not intend this transaction to be, or for any purpose to be
characterized as, a loan secured by such Receivables.  If despite such
intention, a court characterizes the sale of Receivables to BSF
hereunder as a loan rather than a true sale, then the Seller hereby
grants to BSF a first priority perfected security interest in, to and
under all of the Seller's right, title and interest in, to and under
each and every Receivable outstanding on the Closing Date or arising
on and after the Closing Date through the close of business on the
Final Purchase Date, together with all Related Security with respect
thereto, all Collections with respect thereto and all proceeds of the
foregoing, for the purpose of securing the rights of BSF under this
Agreement.

         2.02 Purchase Price Adjustment; Repurchase.
              -------------------------------------

         (a) The Seller hereby agrees that if (x) the Seller's
representation and warranty made pursuant to Section 5.01 is incorrect
when made at the time of the purchase of a Receivable, (and the
provisions of subsection (c) below do not apply) or (y) a Receivable
certified as meeting the

                                  3

<PAGE>

Eligibility Criteria on the date of purchase thereafter becomes
evidenced in a form (such as a promissory note) as to which filing is
not the appropriate method of perfection under the UCC, the Seller
shall, within two Business Days of discovery by or notice to the
Seller of such fact, make payment to BSF, or credit the Purchase Price
otherwise payable by BSF hereunder on such day, in an amount equal to
the then Outstanding Balance of such Receivable.  Such Receivable
shall not be reconveyed to the Seller but an amount equal to
Collections subsequently received in respect thereof shall be paid
over promptly to the Seller after receipt.

         (b) If on any day the Outstanding Balance of a Receivable
certified as meeting the Eligibility Criteria on the date of purchase
(and not subsequently the subject of an adjustment under subsection
(a) above) is reduced or canceled as a result of any Dilution Factor,
the Seller shall, on such day (or, if such day is not a Business Day,
the next succeeding Business Day), make payment to BSF, or credit the
Purchase Price otherwise payable by BSF hereunder on such day, in the
amount of such reduction or cancellation.

         (c) If at any time,(x) BSF does not (except due to
circumstances described in clause (y) of subsection (a) above) have a
perfected ownership interest in any Receivable certified as meeting
the Eligibility Criteria on the date of purchase, free and clear of
any Adverse Interest, or (y) in the event of a default under any
Receivable with respect to which any statutory rights relating to such
Receivable or the goods which gave rise to such Receivable may only be
enforced by the Seller, as owner of such Receivable, then, in each
case, the Seller shall purchase such Receivable from BSF for an amount
equal to the aggregate then Outstanding Balance thereof within two
Business Days of discovery by or notice to the Seller of such fact.
With respect to all Receivables repurchased by the Seller, BSF shall,
against receipt of the purchase price therefor, assign, without
recourse, representation or warranty, to the Seller all of BSF's
right, title and interest in and to such Receivables.  BSF shall
execute such documents and instruments of transfer and assignment
prepared by the Seller and take such other actions as shall be
reasonably requested by the Seller to effect the reconveyance of such
Receivables.  The Seller shall thereafter assure that Collections with
respect to such Receivables shall not be commingled with the
Collections on the Receivables continued to be owned by it.

                             ARTICLE III

                    ADMINISTRATION OF RECEIVABLES

         3.01 Administration of Receivables.
              -----------------------------

         (a) Consistent with BSF's ownership of the Receivables, BSF
shall be responsible for servicing, administering and collecting the
Receivables, and the Seller, as seller, shall have no obligation
whatsoever in this regard; provided that nothing shall prevent BSF
from engaging the services of any Person, including BSC, to service,
administer and collect the Receivables as Servicer.  The Seller hereby
grants to BSF an irrevocable power of attorney, with full power of
substitution, coupled with an interest, to take in the name of the
Seller all steps necessary or desirable, as determined by BSF, to
collect all amounts due under any Receivable, including, without
limitation, endorsing the name of the Seller on checks and other
instruments representing


                                        4


<PAGE>

Collections, enforcing such Receivables and the related Contracts, and
adjusting, settling or compromising the amount or payment thereof, in
the same manner and to the same extent as the Seller would have been
entitled.

         (b) Upon BSF's request, the Seller shall promptly deliver or
make available to BSF all records relating to the Receivables, and, in
either case, shall hold all such records in trust for BSF.  The Seller
will clearly indicate in its corporate records that Receivables are
owned by BSF or otherwise mark its records relating to Receivables
with a legend evidencing that BSF has purchased and owns such
Receivables.

         (c) The Seller shall hold in trust for the benefit of the
Buyers any Collections received directly by the Seller with respect to
any Receivables and shall deposit such Collections in the Collection
Account within two Business Days of the receipt thereof.

         3.02 Further Assurances.
              ------------------

         (a) The Seller shall, from time to time at its own expense,
do and perform any and all acts and execute and deliver any and all
instruments and documents (including, without limitation any
amendment, supplement or continuation of any financing statements and
continuation statements under the UCC, the execution of any instrument
of transfer, the giving of notice of the sale of Receivables hereunder
to any Obligor and the making of notations in the records) as may be
necessary, or as may be reasonably requested by BSF, in order to
perfect, protect or more fully evidence the purchase of Receivables by
BSF pursuant to this Agreement and to protect the interests of BSF in
the Receivables against all Persons whomsoever.  To the fullest extent
permitted by applicable law, BSF shall be permitted to sign and file
financing and continuation statements with respect to the Receivables
and amendments thereto without the Seller's execution thereof.  In
furtherance of the foregoing, the Seller hereby constitutes and
appoints BSF its true and lawful attorney, with full power of
substitution, in the name of the Seller, to execute and file financing
and continuation statements.

         (b) The Seller shall not change its name, identity, corporate
structure (within the meaning of Section 9-402(7) of the UCC) or
relocate its chief executive office or any office where records are
kept unless it shall have (i) given BSF at least 30 days' prior
written notice thereof and (ii) delivered an opinion of counsel (which
counsel and which opinion shall be satisfactory to BSF) to the effect
that all financing statements and amendments or supplements thereto,
continuation statements and other documents required to be recorded or
filed in order to perfect and protect the interest of BSF in the
Receivables, for the period specified in such opinion, against all
creditors of and purchasers from the Seller have been filed in each
filing office necessary for such purpose and that all filing fees and
taxes, if any, payable in connection with such filings have been paid
in full.  The Seller shall at all times maintain its chief executive
office within the jurisdiction of the United States in which Article 9
of the Uniform Commercial Code (1972 or later revision) is in effect.

         (c) The Seller agrees that, subject to applicable laws, BSF
shall have the right, if the Seller fails to do so, to do all such
acts and things as it may deem necessary to protect the interests of
BSF, including, without limitation, confirmation and verification of
the existence, amount and status of the Receivables and collection and
enforcement of the Receivables, and that the Seller shall cooperate
fully to give effect to the foregoing.

                                  5


<PAGE>

                              ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES

         4.01 Representations and Warranties of BSF.
              -------------------------------------

         BSF hereby makes the representations and warranties set forth
in Sections 5.1 through 5.3 of the Receivables Purchase Agreement.

         4.02 Representations and Warranties of the Seller.
              --------------------------------------------

         The Seller hereby represents and warrants that:

         (a) Corporate Existence and Power.  The Seller is a
             -----------------------------
corporation duly incorporated, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, and has all
corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its
business as now conducted.

         (b) Corporate and Governmental Authorization; No
             ----------------------------------------
Contravention.  The execution, delivery and performance by the Seller
of the Program Documents to which it is a party are within the
corporate powers of the Seller, have been duly authorized by all
necessary corporate action, require no action by or in respect of, or
filing with, any governmental body, agency or official (except as
contemplated by the Program Documents) and do not contravene, or
constitute a default under, any provision of applicable law or
regulation or of the certificate of incorporation or by-laws of the
Seller or of any agreement, judgment, injunction, order, decree or
other instrument binding upon the Seller or result in the creation or
imposition of any Lien on any asset of the Seller (except as
contemplated by the Program Documents).

         (c) Binding Effect.  Each of the Program Documents to which
             --------------
the Seller is a party constitutes a valid and binding agreement of the
Seller enforceable in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency,
reorganization or moratorium or other similar laws relating to the
enforcement of creditors' rights generally and by general equitable
principles.

         (d) Financial Information.  (i) The consolidated balance
             ---------------------
sheet of the Seller and its Consolidated Subsidiaries as of December
31, 1994 and the related consolidated statements of income and changes
in financial position for the year then ended, reported on by Price
Waterhouse LLP and set forth in the Seller's 1994 Form 10-K, a copy of
which has been delivered to BSF and each of the Buyers, fairly
present, in conformity with GAAP, the consolidated financial position
of the Seller and its Consolidated Subsidiaries as of such date and
their consolidated results of operations and changes in financial
position for such year.

         (ii) The unaudited consolidated balance sheet of the Seller
and its Consolidated Subsidiaries as of June 30, 1995 and the related
unaudited consolidated statements of income and cash flows for the six
months then ended, set forth in the Seller's quarterly report for the
fiscal quarter ended June 30, 1995 as filed with the Securities and
Exchange Commission on the Seller's Latest Form 10-Q, a copy of which
has been delivered to BSF and each of the Buyers, fairly present, in
conformity with GAAP applied on a basis consistent with the financial
statements referred to in paragraph (i) of this subsection (d) (except
that the notes to such


                                  6


<PAGE>

quarterly financial statements are abbreviated as permitted by the
Securities and Exchange Commission in its regulations relating to
interim financial statements), the consolidated financial position of
the Seller and its Consolidated Subsidiaries as of such date and their
consolidated results of operations and cash flows for such six month
period (subject to normal year-end adjustments).

         (iii) Since June 30, 1995, there has been no material adverse
change in the business or financial position of the Seller and its
Consolidated Subsidiaries, considered as a whole, or in its ability to
perform its obligations under the Program Documents.

         (e) Litigation.  There is no action, suit or proceeding
             ----------
pending against, or to the knowledge of the Seller threatened against
or affecting, the Seller or any of its Subsidiaries before any court
or arbitrator or any governmental body, agency or official in which
there is a reasonable possibility of an adverse decision (i) which
could materially adversely affect the ability of the Seller to perform
its obligations under the Program Documents or (ii) which would in any
material respect draw into question the validity of the Program
Documents or the collectibility of the Receivables.

         (f) Environmental Compliance.  (i) Except as disclosed on
             ------------------------
Schedule 4.02(f),

              (1) the Seller and its Subsidiaries have obtained, or
         made timely application for, all permits, certificates,
         licenses, approvals, registrations and other authorizations
         (collectively "Permits") which are required under all
         applicable Environmental Laws and are necessary for their
         operations and are in compliance with the terms and
         conditions of all such Permits, except where the failure to
         obtain such Permits or to comply with their terms would not
         have, individually or in the aggregate, a material adverse
         effect on the Seller and its Consolidated Subsidiaries,
         considered as a whole;

              (2) no notice, notification, demand, request for
         information, citation, summons, complaint or order has been
         issued, no complaint has been filed, no penalty has been
         assessed and no investigation or review is pending, or to the
         Seller's knowledge, threatened by any governmental entity or
         other Person with respect to any (A) alleged violation by the
         Seller or any of its Subsidiaries of any Environmental Law,
         (B) alleged failure by the Seller or any of its Subsidiaries
         to have any Permits required in connection with the conduct
         of its business or to comply with the terms and conditions
         thereof, (C) Regulated Activity or (D) Release of Hazardous
         Substances, except where such event or events would not have,
         individually or in the aggregate, a material adverse effect
         on the Seller and its Consolidated Subsidiaries, considered
         as a whole;

              (3) to the knowledge of the Seller, all oral or written
         notifications of a Release of a Hazardous Substance required
         to be filed under any applicable Environmental Law have been
         filed or are in the process of being filed by or on behalf of
         the Seller or any of its Subsidiaries;

              (4) no property now owned or coal mining operation or
         steel facility which is now leased by the Seller or any of
         its Subsidiaries and, to the knowledge of the Seller, no such
         property previously owned or leased or any property to which
         the Seller or any of its Subsidiaries has, directly or
         indirectly, transported or arranged for the transportation of
         any Hazardous Substances is listed or, to the Seller's
         knowledge,


                                       7


<PAGE>

         proposed for listing, on the National Priorities List
         promulgated pursuant to CERCLA, on CERCLIS (as defined in
         CERCLA) or any similar state list or is the subject of
         federal, state or local enforcement actions or, to the
         knowledge of the Seller, other investigations which may lead
         to claims against the Seller or any of its Subsidiaries for
         clean-up costs, remedial work, damage to natural resources or
         personal injury claims, including, but not limited to, claims
         under CERCLA, except where such listings or investigations
         would not have, individually or in the aggregate, a material
         adverse effect on the Seller and its Consolidated
         Subsidiaries, considered as a whole; and

              (5) there are no Liens under or pursuant to any
         applicable Environmental Laws on any real property or other
         assets owned or leased by the Seller or any of its
         Subsidiaries, and no government actions have been taken or,
         to the knowledge of the Seller, are in process which could
         subject any of such properties or assets to such Liens.

              (ii) For purposes of this Section, the terms "Seller"
         and "Subsidiary" shall include any business or business
         entity (including a corporation) which is a predecessor, in
         whole or in part, of the Seller or any Subsidiary of the
         Seller.

         (g) Compliance with ERISA.  Each member of the ERISA Group
             ---------------------
has fulfilled its obligations under the minimum funding standards of
ERISA and the Internal Revenue Code with respect to each Plan and is
in compliance in all material respects with the presently applicable
provisions of ERISA and the Internal Revenue Code with respect to each
Plan, and has not incurred any liability under Title IV of ERISA (i)
to the PBGC other than a liability to the PBGC for premiums under
Section 4007 of ERISA or (ii) in respect of a Multiemployer Plan which
has not been discharged in full when due.

         (h) Taxes.  United States Federal income tax returns of the
             -----
Seller and the members of its "affiliated group" (as such term is
defined in Section 1504(a) of the Internal Revenue Code) have been
examined through the taxable year ended December 31, 1987 and are
closed through the taxable year ended December 31, 1986.  The Sellers
and the members of its "affiliated group" (as so defined) have filed
all United States Federal income tax returns and all other material
tax returns which are required to be filed by them and have paid all
taxes stated to be due in such returns or pursuant to any assessment
received by them, except for taxes the amount, applicability or
validity of which is being contested in good faith by appropriate
proceedings.  The charges, accruals and reserves on the books of the
Seller and its Subsidiaries in respect of taxes or other similar
governmental charges, additions to taxes and any penalties and
interest thereon are in the opinion of the Seller, adequately reserved
for in accordance with GAAP.

         (i) Investment Company Act.  It is not an "investment
             ----------------------
company" or a company controlled by an "investment company" within the
meaning of the Investment Company Act of 1940, as amended.

         (j) Perfection Information.  As of the Closing Date:  (i) the
             ----------------------
information set forth regarding the Seller in the Perfection
Certificate attached as Exhibit M to the Receivables Purchase
Agreement is true and correct, and (ii) no Receivables arise from the
sale of goods by any Subsidiary or other Affiliate of the Seller or
any other Person other than the Seller.

         (k) Receivables Information.  All information, including the
             -----------------------
Receivables Information Memorandum, furnished by the Seller or the
Servicer (to the extent that the Servicer, if not the

                                  8


<PAGE>

Seller, is an Affiliate of the Seller) to the Agents or any Buyer for
purposes of or in connection with this Agreement or any of the other
Program Documents or any transaction contemplated hereby is, taken as
whole and in light of the circumstances under which such information
is furnished, true and accurate in all material respects on the date
as of which such information is stated or certified.  It is understood
that the foregoing is limited to the extent that (i) information
relating to the steel industry generally is to the best of the
Seller's knowledge, (ii) projections have been made in good faith by
the management of the Seller and in the view of the Seller's
management are reasonable in light of all information known to
management as of the Closing Date, and (iii) no representation or
warranty is made as to whether the projected results will be realized.

         (l) Margin Regulations.  None of the funds provided by BSF
             ------------------
hereunder will be used, directly or indirectly, for the purpose,
whether immediate, incidental or ultimate, of buying or carrying any
"margin stock" within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System.

         (m) Solvency.  The Seller is not insolvent and will not be
             --------
insolvent following the consummation of the transactions contemplated
by this Agreement.  BSF will have given reasonably equivalent and fair
value to the Seller in consideration for the transfer to BSF of each
Receivable, and such transfer will not have been made for or on
account of an antecedent debt owed by the Seller to BSF.

         (n) Location.  The principal place of business and chief
             --------
executive office of the Seller are located at its address set forth in
the Perfection Certificate attached as Exhibit M to the Receivables
Purchase Agreement or at such other address as changed in accordance
with Section 3.02(b).

                              ARTICLE V

                        CONDITIONS TO PURCHASE
                        ----------------------

         5.01 Conditions to BSF's Obligation to Purchase.

         The obligation of BSF to purchase Receivables on any date
pursuant to Section 2.01 is subject to the condition that the Seller
shall have certified to BSF the Outstanding Balance of all Receivables
to be purchased on such date which meet the Eligibility Criteria on
and as of such date (such certificate to constitute a representation
and warranty by the Seller to such effect).

                              ARTICLE VI

                                  9


<PAGE>

                       COVENANTS OF THE SELLER
                       -----------------------

         The Seller covenants that:

         6.01 General Information.  Promptly upon becoming aware
              -------------------
thereof, the Seller shall give BSF notice of any event or condition
which could reasonably be expected to have a material adverse effect
on the collectibility of a material amount of the Receivables or the
ability of the Servicer to service such Receivables or the ability of
the Seller to perform its obligations under the Program Documents.  In
order to verify compliance with this Section and otherwise verify
compliance with this Agreement, the Seller shall furnish the following
to BSF:

              (a) as soon as available and in any event within 60 days
         after the end of each of the first three quarters of each
         fiscal year of the Seller, consolidated balance sheets of the
         Seller and its Consolidated Subsidiaries as of the end of
         such quarter and the related consolidated statements of
         income and cash flows for such quarter and for the portion of
         the Seller's fiscal year ended at the end of such quarter and
         changes in financial position for the portion of the Seller's
         fiscal year ended at the end of such quarter, setting forth
         in each case, in comparative form the figures for the
         corresponding quarter and the corresponding portion of the
         Seller's previous fiscal year, all certified (subject to
         normal year-end adjustments) as to fairness of presentation,
         GAAP and consistency (except for the notes to such quarterly
         statements, which may be abbreviated as permitted by the
         Securities and Exchange Commission in its regulations
         relating to interim financial statements) by the Chief
         Financial Officer, the Treasurer or the Controller of the
         Seller (the Seller being permitted to satisfy the
         requirements of this clause (a) by delivery of its quarterly
         report on Form 10-Q (or any successor form), and all
         supplements or amendments thereto, as filed with the
         Securities and Exchange Commission);

              (b) as soon as available and in any event within 95 days
         after the end of each fiscal year of the Seller, consolidated
         balance sheets of the Seller and its Consolidated
         Subsidiaries as of the end of such fiscal year and the
         related consolidated statements of income and cash flows for
         such fiscal year, setting forth in each case in comparative
         form the figures for the previous fiscal year, all reported
         on in a manner acceptable to the Securities and Exchange
         Commission by Price Waterhouse LLP or other independent
         public accountants of nationally recognized standing (the
         Seller being permitted to satisfy the requirements of this
         clause (b) by delivery of its annual report on Form 10-K (or
         any successor form), and all supplements or amendments
         thereto, as filed with the Securities and Exchange
         Commission);

              (c) together with the financial statements required in
         clauses (a) and (b) above, a certificate of its Chief
         Financial Officer, Chief Accounting Officer, Treasurer or
         Controller stating that, as of the date of the relevant
         financial statements, no Termination Event or Potential
         Termination Event exists, or if any Termination Event or
         Potential Termination Event exists, stating the nature and
         status thereof;

              (d) as soon as possible, and in any event within five
         Business Days of its knowledge thereof, notice of any
         litigation or proceeding against it which may exist at any
         time which, in its reasonable judgment, could have a material
         adverse effect on

                                  10


<PAGE>

         the collectibility of the Receivables or its ability to
         perform its obligations under Program Documents;

              (e) promptly upon any officer of the Seller becoming
         aware of any occurrence which such officer knows to
         constitute a Termination Event or Potential Termination
         Event, a certificate of the Chief Financial Officer, Chief
         Accounting Officer, Treasurer or Controller setting forth the
         details thereof and the action which the Seller is taking or
         proposes to take with respect thereto;

              (f) not later than one Business Day after receiving
         notice thereof, notice of any reduction, suspension or
         withdrawal of the rating assigned by S&P to the Buyers'
         Certificates;

              (g) if and when any member of the ERISA Group (i) gives
         or is required to give notice to the PBGC of any "reportable
         event" (as defined in Section 4043 of ERISA) with respect to
         any Plan which might constitute grounds for a termination of
         such Plan under Title IV of ERISA, or knows that the plan
         administrator of any Plan has given or is required to give
         notice of any such reportable event, a copy of the notice of
         such reportable event given or required to be given to the
         PBGC; (ii) receives notice of complete or partial withdrawal
         liability under Title IV of ERISA or notice that any
         Multiemployer Plan is in reorganization, is insolvent or has
         been terminated, a copy of such notice; (iii) receives notice
         from the PBGC under Title IV of ERISA of an intent to
         terminate, impose liability (other than for premiums under
         Section 4007 of ERISA) in respect of, or appoint a trustee to
         administer any Plan, a copy of such notice; (iv) applies for
         a waiver of the minimum funding standard under Section 412 of
         the Internal Revenue Code, a copy of such application; (v)
         gives notice of intent to terminate any Plan under Section
         4041(c) of ERISA, a copy of such notice and other information
         filed with the PBGC; (vi) gives notice under Section 4063(a)
         of ERISA of withdrawal from any Plan described in Section
         4063 of ERISA, a copy of such notice; (vii) fails to make any
         payment or contribution to any Plan which results in the
         imposition of a Lien, notice of such failure; or (viii) makes
         any amendment to any Plan which requires posting a bond or
         other security under Section 307 of ERISA, a copy of the
         notice required under Section 307(e) of ERISA; and

              (h) promptly upon the occurrence of an Automatic Release
         Termination (as such term is defined in the Inventory
         Security Agreement) pursuant to Section 5(C) of the Inventory
         Security Agreement, notice thereof.

         6.02 Information Regarding the Receivables.  The Seller shall
              -------------------------------------
furnish to BSF such information with respect to the Receivables as BSF
may request.

         6.03 Books and Records.  The Seller will keep proper books of
              -----------------
record and account in which full, true and correct entries shall be
made of all dealings and transactions in relation to its business and
activities.

         6.04 Accounting Treatment.  For accounting purposes, the
              --------------------
Seller shall treat each purchase made hereunder as a sale of the
Receivables subject thereto.

         6.05 Disclosure.  The Seller agrees that it shall make clear
              ----------
disclosure in its financial statements (or in the footnotes thereto)
that it has sold the Receivables to BSF.

                                  11


<PAGE>

         6.06 Compliance with Laws.  The Seller shall comply in all
              --------------------
material respects with all laws applicable to it except (A) where the
failure so to comply would not reasonably be expected to have a
material adverse effect on (i) the interests of BSF hereunder or the
Buyers under the Receivables Purchase Agreement or (ii) its ability to
perform its obligations under the Program Documents or (B) where the
necessity of compliance therewith is being contested in good faith by
appropriate proceedings.

         6.07 No Adverse Interests.  The Seller will not cause or
              --------------------
permit any of the Receivables, or any Related Security, any
Collections thereon or any proceeds of the foregoing or any Lockbox or
Lockbox Account or the Collection Account to be sold, pledged,
assigned or transferred or to be subject to an Adverse Interest.

         6.08 No Modification of Receivables.  The Seller shall not do
              ------------------------------
anything to modify the terms of any Receivable, except in accordance
with the Credit and Collection Policy, if such modification would
materially adversely affect BSF or cause a Termination Event, or
otherwise impair the rights of BSF hereunder or the Buyers under the
Receivables Purchase Agreement; provided that (i) the Seller may
grant, or permit to be granted, to the Obligor under any Receivable,
any Dilution Factor which the Seller in good faith believes is
justified, subject to the provisions of Section 3.9(c) of the
Receivables Purchase Agreement and Section 2.02 hereunder, and (ii)
the Seller may take or permit to be taken such action to collect
Receivables as it may deem advisable, including resale of any
repossessed, returned or rejected goods and rescheduling through
extension or otherwise of payments due under any Receivable so long as
such action is consistent with the Servicer's historical collection
practices as modified from time to time in accordance with Section
6.09.

         6.09 No Change in Business or Policy.  The Seller shall not
              -------------------------------
change the fundamental nature of its business or the Credit and
Collection Policy in a manner that would materially adversely affect
BSF or materially impair the collectibility of any Receivables (it
being understood that the Seller may amend the Credit and Collection
Policy as long as such amendment does not materially adversely affect
BSF or materially impair the collectibility of the Receivables).

         6.10 Preservation of Corporate Existence.  Except as
              -----------------------------------
permitted pursuant to Section 6.11 hereof, the Seller shall preserve
and maintain its corporate existence and good standing in the
jurisdiction of its incorporation, and qualify and remain qualified in
good standing as a foreign corporation in each jurisdiction where the
failure to preserve and maintain such existence, rights, franchises,
privileges and qualification would materially adversely affect (i) the
interests of BSF hereunder or (ii) its ability to perform its
obligations under the Program Documents.

         6.11 No Mergers.  The Seller will not (i) consolidate or
              ----------
merge with or into any other corporation or (ii) except as permitted
by Section 5.7 of the Inventory Credit Agreement, sell, lease or
otherwise transfer, directly or indirectly, all or substantially all
of its assets; provided that the Seller may merge with another
corporation if (x) such corporation is not a Special Purpose Member
and none of the capital stock of such corporation is owned by BSF, (y)
the Seller is the surviving corporation in such merger and (z) after
giving effect to such merger, no Termination Event or Potential
Termination Event shall have occurred and be continuing.

         6.12 Lockbox Accounts.  The Seller agrees that it shall
              ----------------
direct Obligors with respect to the Receivables to cause all
Collections to be either (i) mailed directly to a Lockbox with a
Qualified Bank which has entered into a Lockbox Agreement governing
such Lockbox and the related Lockbox Account (which shall be a
separate and segregated account) pursuant to the

                                  12

<PAGE>

Receivables Purchase Agreement or (ii) electronically transferred to a
Lockbox Account or the Collection Account.

         6.13 Payment of Taxes.  The Seller will promptly pay and
              ----------------
discharge all Federal and state taxes, assessments and governmental
charges or levies imposed upon it or upon its income or profit or upon
any property belonging to it, unless such tax, assessment, charge or
levy shall not at the time be due and payable or can be paid
thereafter without penalty, or if the amount, applicability or
validity thereof shall be currently contested in good faith by
appropriate proceedings and adequate reserves with respect to such
tax, assessment, charge or levy shall have been established in
accordance with GAAP.

         6.14 Covenants of BSF.  The Seller agrees, as relevant, that
              ----------------
it shall comply with, and to cause BSF to comply with, Section 3.3 of
the Receivables Purchase Agreement.

                             ARTICLE VII

                            MISCELLANEOUS
                            -------------
         7.01 Indemnity.
              ---------

         (a) The Seller agrees to indemnify, defend and save harmless
BSF and its directors, officers, employees and agents (each an
"indemnitee"), other than for the indemnitee's own gross negligence or
willful misconduct, forthwith on demand, from and against any and all
losses, claims, damages, liabilities, costs and expenses (including,
without limitation, all reasonable attorneys' fees and expenses and
expenses of settlement, litigation or preparation therefor) which such
indemnitee may incur or which may be asserted against such indemnitee
by any Person (including, without limitation, any Obligor) arising
from or incurred in connection with:

              (i) any breach of a representation, warranty or covenant
         by the Seller made or deemed made hereunder or in connection
         herewith or the transactions contemplated hereby,

              (ii) any action taken or, if the Seller is otherwise
         obligated to take action, failed to be taken, by the Seller
         with respect to the Receivables or any of its obligations
         hereunder, including, without limitation, the Seller's
         failure to comply with an applicable law or regulation,

              (iii) any failure attributable to the Seller to vest and
         maintain vested in BSF an ownership interest in the
         Receivables, free and clear of all Adverse Interests,

              (iv) any products liability claim arising out of or
         relating to the Receivables or the related Contracts,

                                      13


<PAGE>

              (v) any failure to pay when due any taxes required to be
         paid by the Seller or BSF, including without limitation any
         income tax, sales tax, excise tax or other tax or charge
         payable in connection with the Receivables and their creation
         or satisfaction,

              (vi) any dispute, suit, action, claim, proceeding or
         governmental investigation, pending or threatened, whether
         based on statute, regulation or order (including any such
         suit, action, claim or proceeding alleging a violation of any
         Federal or state securities laws, on tort, on contract or
         otherwise) before any court, arbitral panel, or other
         tribunal which arises out of or relates to the Receivables or
         related contracts, or the use of the proceeds of the sale of
         the Receivables pursuant hereto,

              (vii) any Environmental Liabilities, or

              (viii) any amount required to be paid by BSF pursuant to
         Section 2.4 of the Receivables Purchase Agreement or any
         indemnity required to be paid by BSF pursuant to Section
         10.3, 10.4 and 11.3 of the Receivables Purchase Agreement.
         It is expressly agreed and understood by the parties hereto
         that such indemnification is not intended to constitute a
         guarantee of the collectibility or payment of the Receivables
         purchased hereunder.

         7.02 Amendment and Waiver.
              --------------------

         Subject to Section 7.09, this Agreement may be amended, or
the provisions hereof waived, from time to time by a written amendment
or waiver duly executed and delivered by the Seller and BSF.

         7.03 No Implied Waivers; Cumulative Remedies.
              ---------------------------------------

         No course of dealing and no delay or failure of BSF in
exercising any right, power or privilege under the Program Documents
shall affect any other or future exercise thereof or the exercise of
any other right, power or privilege; nor shall any single or partial
exercise of any such right, power or privilege or any abandonment or
discontinuance of steps to enforce such a right, power or privilege
preclude any further exercise thereof or of any other right, power or
privilege.  The rights and remedies of BSF under the Program Documents
are cumulative and not exclusive of any rights or remedies which BSF
would otherwise have.

         7.04 Notices.
              -------

         All communications and notices pursuant hereto to either
party shall be given in accordance with Section 11.1 of the
Receivables Purchase Agreement.

         7.05 Costs and Expenses.
              ------------------

         The Seller will pay all expenses incident to the performance
of its obligations under this Agreement and the Seller agrees to pay
all reasonable out-of-pocket costs and expenses of BSF in connection
with the perfection as against third parties of BSF's right, title and
interest in and to the Receivables and the enforcement of any
obligation of the Seller hereunder.

         7.06 Survival.
              --------

                                  14


<PAGE>

         This Agreement shall continue in full force and effect so
long as any Receivables remain outstanding; provided that Section 7.01
shall survive termination of this Agreement.

         7.07 WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

         7.08 No Bankruptcy Petition.
              ----------------------

         The Seller hereby covenants and agrees that, prior to the
date which is one year and one day after the Final Payment Date, it
will not institute against, or join any other Person in instituting
against, BSF any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceeding or other similar proceeding under the laws
of the United States or any State of the United States.

         7.09 Assignment.
              ----------

         (a) The Seller acknowledges that BSF will, pursuant to the
Receivables Purchase Agreement, convey an ownership interest in the
Receivables to the Buyers and assign all of its rights and remedies
under this Agreement to the Collateral Agent as security for its
obligations under the Receivables Purchase Agreement, and that,
without limiting the generality of the foregoing, the representations
and warranties contained in this Agreement and the rights of BSF under
Section 2.02 hereof and the indemnification provisions of Section 7.01
hereof are intended to benefit the Agents, the L/C Issuing Banks and
the Buyers.  The Seller hereby consents to such conveyances and such
assignment and to the terms of the Receivables Purchase Agreement and
further acknowledges that pursuant to the Receivables Purchase
Agreement the consent of the Required Buyers and reaffirmation by S&P
of the rating then assigned to the Buyers' Certificates is required in
respect of amendments hereof and waivers by BSF of its rights
hereunder.

         (b) The Seller shall not assign any of its rights or
obligations hereunder.

         7.10 Governing Law.
              -------------

         THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  The Seller and BSF
each hereby submits to the non-exclusive jurisdiction of the United
States District Court for the Southern District of New York and of any
New York State court sitting in New York City for purposes of all
legal proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby.  The Seller and BSF each waives, to
the fullest extent permitted by law, any objection which it may now or
hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought
in such a court has been brought in an inconvenient forum.

         7.11 Counterparts.  This Agreement may be executed in any
              ------------
number of counterparts and by the different parties hereto on separate
counterparts each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute but one and the
same instrument.

                                  15


<PAGE>

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

                         BETHLEHEM STEEL CORPORATION


                         By____________________________
                           Name:
                           Title:



                         BETHLEHEM STEEL FUNDING, LLC


                         By__________________________
                           Name:
                           Title:



<PAGE>

                                                SCHEDULE 4.02(f)

                        ENVIRONMENTAL MATTERS
                        ---------------------
                                 None




<PAGE>

                                                APPENDIX I

                  NET PURCHASE PRICE OF RECEIVABLES
                  ---------------------------------

For each Business Day

A. Face amount of new Receivables meeting the

         Eligibility Criteria                    0.00

B. A X Average Loss to Liquidation Ratio for

         the last 12 months X 1.25               0.00

C. A - B                                         0.00

D. C X Yield Rate X 3 month average Days
   -------------------------------------
         Sales Outstanding X 1.25
         ------------------------

360 (1)                                          0.00

E. C - D                                         0.00

F. C X 1.5% X Days Sales Outstanding X 1.10
       ------------------------------------

360                                              0.00

G. E - F [Purchase Price of New Receivables]     0.00

H. Less - credits under Section 2.02 of PSA      0.00

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

(1) Yield Rate = LIBOR (one month), as it appears in Bloomberg at
11:00 A.M.  (New York City time) on the prior Business Day, plus the
Prime Rate, as printed in the Wall Street Journal on such Business
Day, divided by 2.

<PAGE>

I. G - H [Net Purchase Price of New Receivables] 0.00


<PAGE>

                                                  APPENDIX II

                       DAILY RECONCILIATION OF

                      INTERCOMPANY TRANSACTIONS
                      -------------------------


A. Net Purchase Price of New Receivables              0.00

B. Collections available for reinvestment             0.00

C. Proceeds of new dollar funding                     0.00

D. Lesser of A and (B + C) paid to BSC                0.00

E. If A less than (B + C), the
   difference to be:

                               - held at BSF          0.00

                               - paid on BSC          0.00
                                 note

                               - paid as a            0.00
                                 distribution


F. If (B + C) less than A, the
   difference drawn on BSC note                       0.00



<PAGE>

                                                     EXHIBIT J

                          [Form of BSC Note]

                           PROMISSORY NOTE

         [$___________] New York, New York

                                            September 12, 1995

         For value received, Bethlehem Steel Funding, LLC, a Maryland
limited liability company ("BSF"), promises to pay (but only on a
subordinated basis as hereinafter described), to Bethlehem Steel
Corporation, a Delaware corporation (including permitted successors,
"BSC"), the principal sum of [$___________] (the "Maximum Amount"), or
such lesser amount as indicated on the schedule attached hereto, on
the date which is 366 days following the Final Payment Date (as
defined in the Receivables Purchase Agreement referred to below).  The
principal amount of this Note is not subject to acceleration but may
be prepaid (subject to the Subordination Provisions set forth below)
in whole or in part at any time or from time to time, whether before,
on or after the Final Payment Date.  Capitalized terms used herein
without definition shall have the meanings set forth in the
Receivables Purchase Agreement (as the same may from time to time be
amended, supplemented or otherwise modified, the "Receivables Purchase
Agreement"), dated as of September 12, 1995, among BSF, Bethlehem
Steel Credit Affiliate One, Inc., Bethlehem Steel Credit Affiliate
Two, Inc., BSC, as Servicer, the financial institutions listed on the
signature pages thereof, as Buyers, Morgan Guaranty Trust Company of
New York, as Administrative Agent and J.P.  Morgan Delaware, as
Structuring and Collateral Agent.

         BSF further promises to pay interest on the unpaid principal
hereof from time to time outstanding (subject to the Subordination
Provisions set forth below) from the dates specified in the schedule
attached hereto, said interest to be payable on each Settlement Date
and at maturity, until such principal shall have been paid in full, at
a fluctuating rate per annum equal to the Prime Rate of Morgan
Guaranty Trust Company of New York.

         BSC agrees that it shall not sell, transfer, assign,
negotiate or pledge this Note (or any of its rights hereunder) except
as provided in the Inventory Security Agreement.

         BSC is hereby irrevocably authorized to endorse on the
schedule attached hereto an appropriate notation evidencing the date
and amount of each advance of principal hereunder and of each payment
of principal with respect thereto; provided that the failure to make
any such endorsement shall not affect the obligations of BSF to make a
payment when due of any amount owing hereunder.  Subject to the other
provisions of this Note



<PAGE>


(including the Subordination Provisions set forth below), during the
period prior to the Final Payment Date, BSF may borrow, repay and
reborrow up to the Maximum Amount.

                       SUBORDINATION PROVISIONS
                       ------------------------

         1.  BSF, for itself and its successors, agrees, and BSC and
each holder of this Note by its acceptance hereof agrees that the
rights of the holder of this Note are hereby expressly subordinated as
a claim against BSF or any of its assets, whether such claim be (a) in
the ordinary course of business, (b) in the event of any distribution
of the assets of BSF upon any voluntary or involuntary dissolution,
winding-up, total or partial liquidation or reorganization, or
bankruptcy, insolvency, receivership or other statutory or common law
proceedings or arrangements involving BSF or other adjustment of BSF's
liabilities or any assignment for the benefit of creditors or any
marshalling of the assets or liabilities of BSF or (c) otherwise, to
the prior claims and rights of the Agents, the L/C Issuing Banks and
the Buyers against BSF, including the right to receive payment in full
of all Aggregate Unpaids due the Agents, the L/C Issuing Banks and the
Buyers (including Yield accruing after the commencement of any
proceedings, whether or not allowed or allowable as a claim in such
proceedings) prior to the payment of any amounts due to the holder of
this Note, and that these Subordination Provisions are for the benefit
of the Agents, the L/C Issuing Banks and the Buyers; provided that
notwithstanding the foregoing, the principal of and interest on this
Note may be paid from amounts distributed to BSF from time to time
pursuant to Sections 3.7 and 3.8 of the Receivables Purchase Agreement
(and, prior to the Final Payment Date, from only such amounts and only
if no Termination Event and no Potential Termination Event has
occurred and is then continuing).

         2.  If any payment or distribution of any assets of BSF of
any kind or character shall be received by set-off or otherwise by the
holder of this Note (other than from amounts distributed to BSF from
time to time pursuant to Sections 3.7 and 3.8 of the Receivables
Purchase Agreement), such payment or distribution and the amount of
any such set-off shall be held in trust for and paid over to the
Collateral Agent on behalf of and for the benefit of the Agents, the
L/C Issuing Banks and the Buyers.

         3.  The holder of this Note shall not be entitled to enforce
any right or receive any payment arising out of any right of
subrogation which it may have or be entitled to, by operation of law
or otherwise, as a result of payments or forbearance by such holder
hereunder or pursuant hereto, unless and until all amounts payable to
the Agents, the L/C Issuing Banks and the Buyers shall have paid in
full.  BSC hereby covenants and agrees that, prior to the date which
is one year and one day after the Final Payment Date, it will not
institute against, or join any other Person in instituting against,
BSF any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other similar proceeding under the laws of
the United States or any State of the United States.

         4.  This Note shall be amended or modified only in accordance
with the Receivables Purchase Agreement.

                  * * * * * * * * * * * * * * * * *

                                  2


<PAGE>

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

         IN WITNESS WHEREOF, BSF has caused this Note to be duly
executed on the date first above written.

                        BETHLEHEM STEEL FUNDING, LLC


                        By_______________________________
                          Name:
                          Title:

                        BETHLEHEM STEEL CORPORATION


                        By: ______________________
                            Name:
                            Title:



<PAGE>
                                               Schedule I to

                                             Promissory Note

                     SUBORDINATED PROMISSORY NOTE

                  ADVANCES AND PAYMENTS OF PRINCIPAL

                           Amount
               Amount        of
                 of       Principal   Notation
Date          Advance      Repaid     Made By
----          -------     ---------   --------


<PAGE>
                                              EXHIBIT K-1


                     BETHLEHEM STEEL FUNDING, LLC


                       ARTICLES OF ORGANIZATION
                       ------------------------

         BETHLEHEM STEEL FUNDING, LLC (the "LLC") hereby certifies:

         1.  Recital.  The members of the LLC have designated Neal D.
             -------
Borden as an "authorized person" as that term is defined in Section 4A-101 (C)
of the Corporations and Associations Article of the Maryland General
Corporation Law, for purposes of executing and filing these Articles of
Organization, and any other documents or certificates that may be required to
be filed on behalf of the LLC with the State Department of Assessments and
Taxation of Maryland from time to time.

         2.  Name.  The name of the LLC is:
             ----

         BETHLEHEM STEEL FUNDING, LLC

         3.  Purpose.  The purpose of the LLC is to engage exclusively
             -------
in the purchase of receivables originated in connection with the sale
of goods or the provision of services by Bethlehem Steel Corporation,
and the financing of such purchases pursuant to the Receivables
Purchase Agreement among the LLC, Bethlehem Steel Credit Affiliate
One, Inc., Bethlehem Steel Credit Affiliate Two, Inc., Bethlehem Steel
Corporation, as Servicer, the financial institutions from time to time
party thereto as Buyers, Morgan Guaranty Trust Company of New York, as
Administrative Agent and J.P.  Morgan Delaware, as Structuring and
Collateral Agent, as the same may from time to time be amended or
extended (capitalized terms used in this Article having the meanings
given thereto in such Receivables Purchase Agreement) and the related
documents contemplated thereby, and the taking of any and all actions
and the doing of any and all things necessary or appropriate to
accomplish the foregoing.  The LLC may not incur any Debt other than
pursuant to or as contemplated by the aforesaid Receivables Purchase
Agreement unless (x) such Debt is rated the same by Standard & Poor*s
Ratings Group or its successors (hereinafter referred to as "S&P") as
the Buyers' Certificates, or (y) is fully subordinated to the Buyers'
Certificates; is nonrecourse other than with respect to proceeds in
excess of the proceeds necessary to pay the Buyers' Certificates
("excess proceeds"); and does not constitute a claim against the LLC
to the extent that excess proceeds are insufficient to pay such Debt
or (z) such incurrence will not result in a reduction of the then
existing rating by S&P of the Buyers' Certificates.



<PAGE>


         4.  Principal Office and Resident Agent.  The address of the
             -----------------------------------
principal office of the LLC is 5111 North Point Boulevard, Sparrows
Point, Maryland 21219-1014.  The name and address of the resident
agent of the LLC is Corporation Trust, Inc., First Maryland Building,
32 South Street, Baltimore, Maryland 21202.

         5.  Dissolution.  The latest date upon which the LLC is to
             -----------
dissolve is December 29, 2005.

         6.  Bankruptcy.  The LLC shall not, without the affirmative
             ----------
vote of all of its members, institute proceedings to be adjudicated
bankrupt or insolvent; or consent to the institution of bankruptcy or
insolvency proceedings against it; or file a petition seeking, or
consent to, reorganization or relief under any applicable federal or
state law relating to bankruptcy; or consent to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the LLC or a substantial part of its property; or
make any assignment for the benefit of creditors; or admit in writing
its inability to pay its debts generally as they become due; or take
any other action in furtherance of any such action.

         7.  Interests of Creditors.  Members of the LLC shall take
             ----------------------
into account the interests of the creditors of the LLC, as well as the
interests of the LLC (notwithstanding the fact that the LLC is not
then insolvent), when acting on any matter subject to the vote of the
members.

                                  2


<PAGE>


         8.  Amendments.  The LLC reserves the right to amend these
             ----------
Articles of Organization in any manner permitted by the Maryland
General Corporation Law and all rights and powers conferred herein on
members, if any, are subject to this reserved power; provided that the
LLC shall not, without the prior written reaffirmation by S&P of the
rating then assigned to the Buyers* Certificates, amend, alter, change
or repeal Articles 3, 5, 6, 7 or this Article 8 of these Articles of
Organization.

         IN WITNESS WHEREOF, the undersigned has executed these
Articles of Organization on this 12th day of September, 1995.

                               ________________________________
                                      Neal D. Borden




                                  3

<PAGE>

                                                  EXHIBIT K-2

                     BETHLEHEM STEEL FUNDING, LLC

                         OPERATING AGREEMENT

         This Operating Agreement (this "Agreement") is entered into
this 12th day of September, 1995 by and among Bethlehem Steel
Corporation, of Bethlehem, Pennsylvania; Bethlehem Steel Credit
Affiliate One, Inc., of Sparrows Point, Maryland; and Bethlehem Steel
Credit Affiliate Two, Inc., of Sparrows Point, Maryland.

         Explanatory Statement
         ---------------------

         The parties have agreed to organize and operate a limited
liability company in accordance with the terms of, and subject to the
conditions set forth in, this Agreement.

         NOW, THEREFORE, for good and valuable consideration, the
parties, intending legally to be bound, agree as follows:

         SECTION I

         Defined Terms
         -------------

         The following capitalized terms shall have the meanings
specified in this Section I (any capitalized terms not defined herein
shall have the meanings given thereto in the Rated Receivables
Purchase Facility, as defined hereinbelow):  "Act" means the Maryland
Limited Liability Company Act, as amended from time to time.

         "Adjusted Capital Account Deficit" means, with respect to any
Interest Holder, the deficit balance, if any, in the Interest Holder's
Capital Account as of the end of the relevant taxable year, after
giving effect to the following adjustments:



<PAGE>

         (i) the deficit shall be decreased by the amounts which the
Interest Holder is deemed obligated to restore pursuant to Regulation
Section 1.704-1(b)(2)(ii)(c); and

         (ii) the deficit shall be increased by the items described in
Regulation Section 1.704-1(b)(2)(ii)-(d)(4), (5), and (6).

         "Adjusted Capital Balance" means, with respect to any Member,
the Member's total Capital Contribution then paid to the Company less
all amounts actually distributed to such Member pursuant to Section
4.2.3, provided that the Adjusted Capital Balance of any Member shall
not be less than zero.  If a Member transfers all or any portion of
his Interest in accordance with the terms of this Agreement, his
transferee shall succeed to the Adjusted Capital Balance of the
transferor to the extent it relates to the Interest transferred.

         "Affiliate" means any entity other than the Company (i) which
owns beneficially, directly or indirectly, more than 50 percent of the
total of the Capital Accounts of the Company or which is otherwise in
control of the Company, (ii) of which more than 50 percent of the
outstanding voting securities are owned beneficially, directly or
indirectly, by any entity described in clause (i) above, or (iii)
which is controlled by any entity described in clause (i) above;
provided that for the purposes of this definition the terms "control"
and "controlled by" shall have the meanings assigned to them in Rule
405 under the Securities Act of 1933, as amended.

         "Agent" means an officer, director, employee or agent of a
Member.

         "Agreement" means this Agreement, as amended from time to
time.

         "Capital Account" means the account maintained by the Company
for each Interest Holder in accordance with the following provisions:

         (i) an Interest Holder's Capital Account shall be credited
with the Interest Holder's Capital Contributions, the amount of any
Company liabilities assumed by the Interest Holder (or which are
secured by Company property distributed to the Interest Holder), the
Interest Holder's distributive share of Profit and any item in the
nature of income or gain specially allocated to such Interest Holder
pursuant to the provisions of Section IV (other than Section 4.3.3);
and

         (ii) an Interest Holder's Capital Account shall be debited
with the amount of money and the fair market value of any Company
property distributed to the Interest Holder, the amount of any
liabilities of the Interest Holder assumed by the Company (or which
are secured by property contributed by the Interest Holder to the
Company), the Interest Holder's distributive share of Loss and any
item in the nature of expenses or losses specially allocated to the
Interest Holder pursuant to the provisions of Section IV (other than
Section 4.3.3).  If any Interest is transferred pursuant to the terms
of this Agreement, the transferee shall succeed to the Capital Account
of the transferor to the extent the Capital Account is attributable to
the transferred Interest.  If the book value of Company property is
adjusted pursuant to Section 4.3.3, the Capital Account of each
Interest Holder shall be adjusted to reflect the aggregate adjustment
in the same manner as if the Company had recognized gain or loss equal
to the amount of such aggregate adjustment.  It is intended that the
Capital Accounts of all Interest Holders shall be maintained in
compliance with the provisions of Regulation Section 1.704-1(b), and
all provisions of this Agreement relating to the maintenance of
Capital Accounts shall be interpreted and applied in a manner
consistent with that Regulation.

                                  2


<PAGE>


         "Capital Contribution" means the total amount of cash and the
fair market value of other assets contributed (or deemed contributed
under Regulation Section 1.704-1(b)(2)(iv)(d)) to the Company by a
Member, net of liabilities assumed or to which the assets are subject.

         "Capital Proceeds" means the net amount of cash received by
the Company from a Capital Transaction after payment of all expenses
associated with the Capital Transaction.

         "Capital Transaction" means any transaction not in the
ordinary course of business which results in the Company's receipt of
cash or other consideration other than Capital Contributions,
including without limitation, proceeds of sales or exchanges or other
dispositions of property not in the ordinary course of business,
financings, refinancings, condemnations, recoveries of damage awards,
and insurance proceeds.

         "Cash Flow" means all cash funds derived from operations of
the Company (including interest received on reserves), without
reduction for any non-cash charges, but less cash funds used to pay
current operating expenses and to pay or establish reasonable reserves
for future expenses, debt payments, capital improvements, and
replacements as determined by the Members.  Cash Flow shall not
include Capital Proceeds but shall be increased by the reduction of
any reserves previously established.

         "Code" means the Internal Revenue Code of 1986, as amended,
or any corresponding provision of any succeeding law.

         "Company" means the limited liability company organized in
accordance with this Agreement.

         "Interest" means a Person's share of the Profits and Losses
of, and the right to receive distributions from, the Company.

         "Interest Holder" means any Person who holds an Interest,
whether as a Member or as an unadmitted assignee of a Member.

         "Involuntary Withdrawal" means, with respect to any Member,
the occurrence of any of the events set forth in Act Sections
4A-606(3) through (9).

         "Member" means each Person signing this Agreement and any
Person who subsequently is admitted as a member of the Company.

         "Member Loan Nonrecourse Deductions" means any Company
deductions that would be Nonrecourse Deductions if they were not
attributable to a loan made or guaranteed by a Member within the
meaning of Regulation Section 1.704-2(i).

         "Membership Rights" means all of the rights of a Member in
the Company, including a Member's:  (i) Interest; (ii) right to
inspect the Company's books and records; (iii) right to participate in
the management of and vote on matters coming before the Company; and
(iv) unless this Agreement or the Articles of Organization provide to
the contrary, right to act as an agent of the Company.

         "Minimum Gain" has the meaning set forth in Regulation
Section 1.704-2(d).  Minimum Gain shall be computed separately for
each Interest Holder in a manner consistent with the Regulations under
Code Section 704(b).

                                  3


<PAGE>


         "Negative Capital Account" means a Capital Account with a
balance of less than zero.

         "Nonrecourse Deductions" has the meaning set forth in
Regulation Section 1.704- 2(b)(1).  The amount of Nonrecourse
Deductions for a taxable year of the Company equals the net increase,
if any, in the amount of Minimum Gain during that taxable year,
determined according to the provisions of Regulation Section
1.704-2(c).

         "Nonrecourse Liability" means any liability of the Company
with respect to which no Member has personal liability determined in
accordance with Code Section 752 and the Regulations promulgated
thereunder.

         "Percentage" means, as to a Member, the percentage set forth
after the Member's name on Exhibit A, as amended from time to time,
and as to an Interest Holder who is not a Member, the Percentage of
the Member whose Interest has been acquired by such Interest Holder,
to the extent the Interest Holder has succeeded to that Member's
Interest.

         "Person" means and includes a corporation, partnership,
association, limited liability company, trust, or other entity.

         "Positive Capital Account" means a Capital Account with a
balance greater than zero.

         "Profit" and "Loss" means, for each taxable year of the
Company (or other period for which Profit and Loss must be computed)
the Company's taxable income or loss determined in accordance with
Code Section 703(a), with the following adjustments:

         (i) all items of income, gain, loss, deduction, or credit
required to be stated separately pursuant to Code Section 703(a)(1)
shall be included in computing taxable income or loss;

         (ii) any tax-exempt income of the Company, not otherwise
taken into account in computing Profit or Loss, shall be included in
computing taxable income or loss;

         (iii) any expenditures of the Company described in Code
Section 705(a)(2)(B) (or treated as such pursuant to Regulation
Section 1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in
computing Profit or Loss, shall be subtracted from taxable income or
loss;

         (iv) gain or loss resulting from any taxable disposition of
Company property shall be computed by reference to the adjusted book
value of the property disposed of, notwithstanding the fact that the
adjusted book value differs from the adjusted basis of the property
for federal income tax purposes;

         (v) in lieu of the depreciation, amortization or cost
recovery deductions allowable in computing taxable income or loss,
there shall be taken into account the depreciation computed based upon
the adjusted book value of the asset; and

         (vi) notwithstanding any other provision of this definition,
any items which are specially allocated pursuant to Section 4.3 hereof
shall not be taken into account in computing Profit or Loss.

         "Rated Receivables Purchase Facility" and "Facility" means
the receivables facility established pursuant to the Receivables
Purchase Agreement dated as of September 12, 1995,

                                  4


<PAGE>

among the Company, Bethlehem Steel Credit Affiliate One, Inc.,
Bethlehem Steel Credit Affiliate Two, Inc., Bethlehem Steel
Corporation, as Servicer, the financial institutions listed therein,
Morgan Guaranty Trust Company of New York, as Administrative Agent,
and J.P.Morgan Delaware, as Structuring and Collateral Agent, and such
other agreements, documents and instruments contemplated by the
Receivables Purchase Agreement.

         "Regulation" means the income tax regulations, including any
temporary regulations, from time to time promulgated under the Code.

         "SDAT" means the State Department of Assessments and Taxation
of Maryland.

         "Transfer" means, when used as a noun, any voluntary sale,
hypothecation, pledge, assignment, attachment, or other transfer, and,
when used as a verb, means voluntarily to sell, hypothecate, pledge,
assign, or otherwise transfer.

         "Voluntary Withdrawal" means a Member's dissociation with the
Company by means other than a Transfer or an Involuntary Withdrawal.

         SECTION II

         Formation and Name; Office; Purpose; Term
         -----------------------------------------

         2.1 Organization.  The parties hereby organize a limited
             ------------
liability company pursuant to the Act and the provisions of this
Agreement and, for that purpose, have caused Articles of Organization
to be prepared, executed and filed with SDAT on September 12, 1995.

         2.2 Name of the Company.  The name of the Company shall be
             -------------------
"BETHLEHEM STEEL FUNDING, LLC." The Company may do business under that
name and under any other name or names upon which the Members agree.
If the Company does business under a name other than that set forth in
its Articles of Organization, the Company shall file a trade name
certificate as required by law.

         2.3 Purpose.  The purpose of the Company is to engage
             -------
exclusively in the purchase of receivables originated in connection
with the sale of goods or the provision of services by Bethlehem Steel
Corporation, and the financing of such purchases pursuant to the Rated
Receivables Purchase Facility, as the same may from time to time be
amended or extended, and the related documents contemplated thereby,
and the taking of any and all actions and the doing of any and all
things necessary or appropriate to accomplish the foregoing.  The
Company may not incur any Debt other than pursuant to or as
contemplated by the aforesaid Facility unless (x) such Debt is rated
the same by S&P as the Buyers' Certificates, or (y) is fully
subordinated to the Buyers' Certificates; is nonrecourse other than
with respect to proceeds in excess of the proceeds necessary to pay
the Buyers' Certificates ("excess proceeds"); and does not constitute
a claim against the LLC to the extent that excess proceeds are
insufficient to pay such Debt or (z) such incurrence will not result
in a reduction of the then existing rating by S&P of the Buyers'
Certificates.

         2.4 Separateness Covenants.
             ----------------------

                                  5


<PAGE>


         2.4.1.  Office.  The Company shall maintain its principal
                 ------
executive office separate from that of any Affiliate other than
Bethlehem Steel Credit Affiliate One, Inc.  and Bethlehem Steel Credit
Affiliate Two, Inc.  and shall conspicuously identify such office as
its office.

         2.4.2.  Financial Statements.  The Company shall maintain its
                 --------------------
financial statements, accounting records and other documents separate
from those of any Affiliate or any other entity.  The Company shall
prepare unaudited quarterly and audited annual financial statements,
and the Company's financial statements shall comply with GAAP.  The
Company shall maintain its own bank accounts, payroll and correct,
complete and separate books of account.  The Company shall retain as
its accountants a nationally recognized firm of independent certified
public accountants, provided that such accountants may also serve as
accountants of any Affiliate.

         2.4.3.  Separate Identity.  The Company shall at all times
                 -----------------
hold itself out to the public (including any Affiliate's creditors)
under the Company's own name and as a separate and distinct entity.
Communications on behalf of the Company shall be made in its own name,
and the Company shall maintain its own separate telephone number and
stationery and other business forms.

         2.4.4.  Formalities.  All customary formalities regarding the
                 -----------
proper existence of the Company, including holding meetings of or
obtaining the consent of its Members, as appropriate, and maintaining
current and accurate minute books, shall be observed.

         2.4.5.  Separate Action.  Except for servicing activities to
                 ---------------
be performed with respect to the receivables owned by the Company
(which may be performed by Bethlehem Steel Corporation (or a
subsidiary thereof)), the Company shall act solely in its own name and
through its own duly authorized officers and agents.  Except for
servicing activities to be performed by Bethlehem Steel Corporation
(or a subsidiary thereof) with respect to the receivables owned by the
Company, no Affiliate shall act as an agent of the Company (provided
that an employee, officer or director of an Affiliate may also serve
as an employee, officer or director of the Company).  Investments
shall be made directly by the Company or on its behalf by brokers or
agents engaged and paid by the Company or its agents.

         2.4.6.  Affiliate Transactions.  All business transactions
                 ----------------------
entered into by the Company with any Affiliate shall be on terms and
conditions that are not more or less favorable to the Company than
terms and conditions available at the time to the Company for
comparable transactions with unaffiliated persons and must be approved
by all of the Members.  The Company shall not guarantee or assume or
hold itself out or permit itself to be held out as having guaranteed
or assumed any liabilities or obligations of any Affiliate, other than
the endorsement of checks for collection or deposit in the ordinary
course of business.

         2.4.7.  Liabilities.  The Company shall pay its own
                 -----------
liabilities, indebtedness and obligations of any kind, including all
administrative expenses, from its own separate assets.

         2.4.8.  Segregation of Assets.  Assets of the Company shall
                 ---------------------
be separately identified, maintained and segregated.  Except as
otherwise provided in the Program Documents, the Company's funds shall
not be commingled with those of any other corporate or natural person.
The Company's assets shall at all times be held by or on behalf of the
Company and, if held on behalf of the Company by another entity, shall
at all times be kept identifiable (in accordance with customary
usages) as assets owned by the Company.  Except for servicing
activities to be performed by Bethlehem Steel Corporation (or a
subsidiary thereof) with respect.

                                  6

<PAGE>


to the receivables owned by the Company, in no event shall any of the
Company's assets be held on its behalf by any Affiliate.

              2.4.9.  Investment Company Status.  The Company shall
                      -------------------------
not take any action if, as a result of such action, the Company would
be required to register as an investment company under the Investment
Company Act of 1940, as amended.

         2.5 Term.  The term of the Company began upon the acceptance
             ----
of the Articles of Organization by SDAT and shall continue in
existence until December 29, 2005, unless its existence is sooner
terminated pursuant to Section VII of this Agreement.

         2.6 Principal Office.  The principal office of the Company in
             ----------------
the State of Maryland shall be located at 5111 North Point Boulevard,
Sparrows Point, Maryland 21219-1014 or at any other place within the
State of Maryland upon which the Members agree.

         2.7 Resident Agent.  The name and address of the Company's
             --------------
resident agent in the State of Maryland shall be Corporation Trust,
Inc., First Maryland Building, 32 South Street, Baltimore, Maryland
21202.

         2.8 Members.  The name, present mailing address, taxpayer
             -------
identification number and Percentage of each Member are set forth on
Exhibit A.

         SECTION III

         Members; Capital; Capital Accounts
         ----------------------------------

         3.1 Initial Capital Contributions.  Upon the execution of
             -----------------------------
this Agreement, the Members shall contribute to the Company accounts
receivable with a fair market value of the amounts respectively set
forth on Exhibit A.

         3.2 No Other Capital Contributions.  No Member shall be
             ------------------------------
required to contribute any additional capital to the Company, and
except as set forth in the Act, no Member shall have any liability for
any obligations of the Company.

         3.3 No Interest on Capital Contributions.  Interest Holders
             ------------------------------------
shall not be paid interest on their Capital Contributions.

         3.4 Return of Capital Contributions.  Except as otherwise
             -------------------------------
provided in this Agreement, no Interest Holder shall have the right to
receive the return of any Capital Contribution.

         3.5 Form of Return of Capital.  If an Interest Holder is
             -------------------------
entitled to receive a return of a Capital Contribution, the Company
may distribute accounts receivable, cash, notes, property, or a
combination thereof to the Interest Holder in return of the Capital
Contribution.

                                  7

<PAGE>

         3.6 Capital Accounts.  A separate Capital Account shall be
             ----------------
maintained for each Interest Holder.

         SECTION IV

         Profit, Loss, and Distributions

         4.1 Distributions of Cash Flow and Allocations of Profit or
             -------------------------------------------------------
Loss Other Than From Capital Transactions.
-----------------------------------------

              4.1.1.  Profit or Loss Other Than from a Capital
                      ----------------------------------------
Transaction.  After giving effect to the special allocations set forth
-----------
in Section 4.3, for any taxable year of the Company, Profit or Loss
(other than Profit or Loss resulting from a Capital Transaction, which
Profit or Loss shall be allocated in accordance with the provisions of
Sections 4.2) shall be allocated to the Interest Holders in proportion
to their Percentages.

              4.1.2.  Cash Flow.  Subject to the limitations imposed
                      ---------
by the Facility, Cash Flow for each taxable year of the Company shall
be distributed to the Interest Holders in proportion to their
Percentages no later than seventy-five (75) days after the end of the
taxable year.

         4.2.  Distributions of Capital Proceeds and Allocation of
               ---------------------------------------------------
Profit or Loss from Capital Transactions.
----------------------------------------

              4.2.1.  Profit.  After giving effect to the special
                      ------
allocations set forth in Section 4.3, Profit from a Capital
Transaction shall be allocated as follows:

                   4.2.1.1.  If one or more Interest Holders has a
Negative Capital Account, to those Interest Holders, in proportion to
their Negative Capital Accounts, until all of those Negative Capital
Accounts have been reduced to zero.

                   4.2.1.2.  Any Profit not allocated pursuant to
Section 4.2.1.1 shall be allocated to the Interest Holders in
proportion to, and to the extent of, the amounts distributable to them
pursuant to Section 4.2.3.4.1 and 4.2.3.4.2.

                   4.2.1.3.  Any Profit in excess of the foregoing
allocations shall be allocated to the Interest Holders in proportion
to their Percentages.

              4.2.2.  Loss.  After giving effect to the special
                      ----
allocations set forth in Section 4.3, Loss from a Capital Transaction
shall be allocated as follows:

                   4.2.2.1.  If one or more Interest Holders has a
Positive Capital Account, to those Interest Holders, in proportion to
their Positive Capital Accounts, until all Positive Capital Accounts
have been reduced to zero.

                                  8


<PAGE>

                   4.2.2.2.  Any Loss not allocated to reduce Positive
Capital Accounts to zero pursuant to Section 4.2.2.1 shall be
allocated to the Interest Holders in proportion to their Percentages.

              4.2.3.  Capital Proceeds.  Capital Proceeds shall be
                      ----------------
distributed and applied by the Company in the following order and priority:

                   4.2.3.1.  to the payment of all expenses of the
Company incident to the Capital Transaction; then

                   4.2.3.2.  to the payment of debts and liabilities
of the Company then due and outstanding (including all debts due to
any Interest Holder); then

                   4.2.3.3.  to the establishment of any reserves
which the Members deem necessary for liabilities or obligations of the
Company; then

                   4.2.3.4.  the balance shall be distributed as
follows:

                        4.2.3.4.1.  to the Interest Holders in
proportion to their Adjusted Capital Balances, until their remaining
Adjusted Capital Balances have been paid in full;

                        4.2.3.4.2.  if any Interest Holder has a
Positive Capital Account after the distributions made pursuant to
Section 4.2.3.4.1 and before any further allocation of Profit pursuant
to Section 4.2.1.3, to those Interest Holders in proportion to their
Positive Capital Accounts; then

                        4.2.3.4.3.  the balance, to the Interest
Holders in proportion to their Percentages.

         4.3 Regulatory Allocations.
             ----------------------

              4.3.1.  Qualified Income Offset.  No Interest Holder
                      -----------------------
shall be allocated Losses or deductions if the allocation causes an
Interest Holder to have an Adjusted Capital Account Deficit.  If an
Interest Holder receives (1) an allocation of Loss or deduction (or
item thereof) or (2) any distribution which causes the Interest Holder
to have an Adjusted Capital Account Deficit at the end of any taxable
year, then all items of income and gain of the Company (consisting of
a pro rata portion of each item of Company income, including gross
income and gain) for that taxable year shall be allocated to that
Interest Holder before any other allocation is made of Company items
for that taxable year, in the amount and in proportions required to
eliminate the excess as quickly as possible.  This Section 4.3.1 is
intended to comply with, and shall be interpreted consistently with,
the "qualified income offset" provisions of the Regulations
promulgated under Code Section 704(b).

              4.3.2.  Minimum Gain Chargeback.  Except as set forth in
                      -----------------------
Regulations Section 1.704-2(f)(2), (3), and (4), if, during any
taxable year, there is a net decrease in Minimum Gain, each Interest
Holder, prior to any other allocation pursuant to this Section IV,
shall be specially allocated items of gross income and gain for such
taxable year (and, if necessary, subsequent taxable years) in an
amount equal to that Interest Holder's share of the net decrease of
Minimum Gain, computed in accordance with Regulation Section
1.704-2(g).  Allocations of gross income and gain pursuant to this
Section 4.3.2 shall be made first from gain recognized from the
disposition of Company assets subject to nonrecourse liabilities
(within the meaning of the

                                  9


<PAGE>

Regulations promulgated under Code Section 752), to the extent of the
Minimum Gain attributable to those assets, and thereafter, from a pro
rata portion of the Company's other items of income and gain for the
taxable year.  It is the intent of the parties hereto that any
allocation pursuant to this Section 4.3.2 shall constitute a "minimum
gain chargeback" under Regulation Section 1.704-2(f).

         4.3.3.  Contributed Property and Book-Ups.  In accordance
                 ---------------------------------
with Code Section 704(c) and the Regulations thereunder, as well as
Regulation Section 1.704-1(b)(2)(iv)(d)(3), income, gain, loss, and
deduction with respect to any property contributed (or deemed
contributed) to the Company shall, solely for tax purposes, be
allocated among the Interest Holders so as to take account of any
variation between the adjusted basis of the property to the Company
for federal income tax purposes and its fair market value at the date
of contribution (or deemed contribution).  If the adjusted book value
of any Company asset is adjusted as provided herein, subsequent
allocations of income, gain, loss, and deduction with respect to the
asset shall take account of any variation between the adjusted basis
of the asset for federal income tax purposes and its adjusted book
value in the manner required under Code Section 704(c) and the
Regulations thereunder.

         4.3.4.  Contributed Property and Book-Ups.  In accordance
                 ---------------------------------
with Code Section 704(c) and the Regulations thereunder, as well as
Regulation Section 1.704-1(b)(2)(iv)(d)(3), income, gain, loss, and
deduction with respect to any property contributed (or deemed
contributed) to the Company shall, solely for tax purposes, be
allocated among the Interest Holders so as to take account of any
variation between the adjusted basis of the property to the Company
for federal income tax purposes and its fair market value at the date
of contribution (or deemed contribution).  If the adjusted book value
of any Company asset is adjusted as provided herein, subsequent
allocations of income, gain, loss, and deduction with respect to the
asset shall take account of any variation between the adjusted basis
of the asset for federal income tax purposes and its adjusted book
value in the manner required under Code Section 704(c) and the
Regulations thereunder.

         4.3.5.  Code Section 754 Adjustment.  To the extent an
                 ---------------------------
adjustment to the tax basis of any Company asset pursuant to Code
Section 734(b) or Code Section 743(b) is required, pursuant to
Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in
determining Capital Accounts, the amount of the adjustment to the
Capital Accounts shall be treated as an item of gain (if the
adjustment increases the basis of the asset) or loss (if the
adjustment decreases basis), and the gain or loss shall be specially
allocated to the Interest Holders in a manner consistent with the
manner in which their Capital Accounts are required to be adjusted
pursuant to that Section of the Regulations.

         4.3.6.  Nonrecourse Deductions.  Nonrecourse Deductions for a
                 ----------------------
taxable year or other period shall be specially allocated among the
Interest Holders in proportion to their Percentages.

         4.3.7.  Member Loan Nonrecourse Deductions.  Any Member Loan
                 ----------------------------------
Nonrecourse Deduction for any taxable year or other period shall be
specially allocated to the Interest Holder who bears the risk of loss
with respect to the loan to which the Member Loan Nonrecourse
Deduction is attributable in accordance with Regulation Section
1.704-2(b).

         4.3.8.  Guaranteed Payments.  To the extent any compensation
                 -------------------
paid to any Member by the Company, including any fees payable to any
Member pursuant to Section 5.3 hereof, is determined by the Internal
Revenue Service not to be a guaranteed payment under

                                  10

<PAGE>

Code Section 707(c) or is not paid to the Member other than in the
Person's capacity as a Member within the meaning of Code Section
707(a), the Member shall be specially allocated gross income of the
Company in an amount equal to the amount of that compensation, and the
Member's Capital Account shall be adjusted to reflect the payment of
that compensation.

              4.3.9.  Unrealized Receivables.  If an Interest Holder's
                      ----------------------
Interest is reduced (provided the reduction does not result in a
complete termination of the Interest Holder's Interest), the Interest
Holder's share of the Company's "unrealized receivables" and
"substantially appreciated inventory" (within the meaning of Code
Section 751) shall not be reduced, so that, notwithstanding any other
provision of this Agreement to the contrary, that portion of the
Profit otherwise allocable upon a liquidation or dissolution of the
Company pursuant to Section 4.4 hereof which is taxable as ordinary
income (recaptured) for federal income tax purposes shall, to the
extent possible without increasing the total gain to the Company or to
any Interest Holder, be specially allocated among the Interest Holders
in proportion to the deductions (or basis reductions treated as
deductions) giving rise to such recapture.

              4.3.10.  Withholding.  All amounts required to be
                       -----------
withheld pursuant to Code Section 1446 or any other provision of
federal, state, or local tax law shall be treated as amounts actually
distributed to the affected Interest Holders for all purposes under
this Agreement.

         4.4 Liquidation and Dissolution.
             ---------------------------

              4.4.1.  If the Company is liquidated, the assets of the
Company shall be distributed to the Interest Holders in accordance
with the balances in their respective Capital Accounts, after taking
into account the allocations of Profit or Loss pursuant to Sections
4.1 or 4.2, if any, and distributions, if any, of cash or property,
pursuant to Sections 4.1 and 4.2.3.

              4.4.2.  No Interest Holder shall be obligated to restore
a Negative Capital Account.

         4.5 General.
             -------

              4.5.1.  Except as otherwise provided in this Agreement,
the timing and amount of all distributions shall be determined by the
Members.

              4.5.2.  If any assets of the Company are distributed in
kind to the Interest Holders, those assets shall be valued on the
basis of their fair market value, and any Interest Holder entitled to
any interest in those assets shall receive that interest as a
tenant-in-common with all other Interest Holders so entitled.  Unless
the Members otherwise agree, the fair market value of the assets shall
be determined by an independent appraiser who shall be selected by the
Members.  The Profit or Loss for each unsold asset shall be determined
as if the asset had been sold at its fair market value, and the Profit
or Loss shall be allocated as provided in Section 4.2 and shall be
properly credited or charged to the Capital Accounts of the Interest
Holders prior to the distribution of the assets in liquidation
pursuant to Section 4.4.

              4.5.3.  All Profit and Loss shall be allocated, and all
distributions shall be made, to the Persons shown on the records of
the Company to have been Interest Holders as of the last day of the
taxable year for which the allocation or distribution is to be made.
Notwithstanding the foregoing, unless the Company's taxable year is
separated into segments, if there is a Transfer or an Involuntary
Withdrawal during the taxable year, the Profit or Loss shall be
allocated

                                  11


<PAGE>

between the original Interest Holder and the successor on the basis of
the number of days each was an Interest Holder during the taxable
year; provided, however, the Company's taxable year shall be
segregated into two or more segments in order to account for Profit,
Loss, or proceeds attributable to any extraordinary non-recurring
items of the Company.

              4.5.4.  The Members are hereby authorized, upon the
advice of the Company's tax counsel, to amend this Article IV, as
necessary from time to time, to comply with the Code and the
Regulations promulgated under Code Section 704(b), provided however,
that no amendment shall materially affect distributions to an Interest
Holder without the Interest Holder's prior written consent.

         SECTION V

         Management:  Rights, Powers, Duties and Limitations
         ---------------------------------------------------

         5.1 Management.  The Company shall be managed by the Members.
             ----------
Except as otherwise provided in this Agreement, each Member shall have
the right to act for and bind the Company in the ordinary course of
its business.

         5.2 Meetings of and Voting by Members.
             ---------------------------------

              5.2.1.  A meeting of the Members may be called at any
time by any Member.  Meetings of Members shall be held at the
Company's principal place of business or at any other place in
Baltimore County, Maryland designated by the Member calling the
meeting.  Not less than ten (10) nor more than ninety (90) days before
each meeting, the Member calling the meeting shall give written notice
of the meeting to each Member.  The notice shall state the time,
place, and purpose of the meeting.  Notwithstanding the foregoing
provisions, each Member waives notice if before or after the meeting
the Member signs a waiver of the notice which is filed with the
records of Members' meetings, or is present at the meeting in person
or by proxy.  At a meeting of Members, the presence in person or by
proxy of all of the Members shall be required to constitute a quorum.
A Member may vote either in person or by written proxy signed by the
Member or by the Member's duly authorized attorney in fact.

              5.2.2.  The affirmative vote of all of the Members shall
be required to approve any matter coming before the Members.

              5.2.3.  In lieu of holding a meeting, the Members may
vote or otherwise take action by a written instrument indicating the
consent of all of the Members.

              5.2.4.  Wherever the Act requires unanimous consent to
approve or take any action, that consent shall be given in writing
and, in all cases, shall mean the consent of all Members.

         5.3 Member Services.  No Member shall be required to perform
             ---------------
services for the Company solely by virtue of being a Member.  Unless
approved by the Members or contemplated

                                  12


<PAGE>

by the Program Documents, no Member shall be entitled to compensation
for services performed for the Company.  However, upon substantiation
of the amount and purpose thereof, the Members shall be entitled to
reimbursement for expenses reasonably incurred by them or their
respective Agents in connection with the activities of the Company.

         5.4 Duties of Parties.
             -----------------

              5.4.1.  Each Member shall cause one or more of its
Agents to devote such time to the business and affairs of the Company
as is necessary to carry out the Member's duties set forth in this
Agreement.

              5.4.2.  Except as otherwise expressly provided in
Section 5.4.3, nothing in this Agreement shall be deemed to restrict
in any way the rights of any Member, or of any Affiliate of any
Member, to conduct any other business or activity whatsoever, and no
Member shall be accountable to the Company or to any other Member with
respect to that business or activity.  The organization of the Company
shall be without prejudice to the Members' respective rights (or the
rights of their respective Affiliates) to maintain, expand, or
diversify such other interests and activities and to receive and enjoy
profits or compensation therefrom.  Each Member waives any rights the
Member might otherwise have to share or participate in such other
interests or activities of any other Member.

              5.4.3.  Each Member understands and acknowledges that
the conduct of the Company's business may involve business dealings
and undertakings with Members and their Affiliates.  In any of those
cases, those dealings and undertakings shall be at arm's length and on
commercially reasonable terms.

         5.5 Limitations on Debt.  The Company may not incur any Debt
             -------------------
other than pursuant to or as contemplated by the Facility unless (x)
such Debt is rated the same by S&P as the Buyers' Certificates, or (y)
is fully subordinated to the Buyers' Certificates; is nonrecourse
other than with respect to proceeds in excess of the proceeds
necessary to pay the Buyers' Certificates ("excess proceeds"); and
does not constitute a claim against the LLC to the extent that excess
proceeds are insufficient to pay such Debt, or (z) such incurrence
will not result in a reduction of the then existing rating by S&P of
the Buyers' Certificates.

         5.6 Liability and Indemnification.
             -----------------------------

              5.6.1.  A Member shall not be liable, responsible, or
accountable, in damages or otherwise, to any other Member or to the
Company for any act performed by the Member with respect to Company
matters, except for fraud, gross negligence, or an intentional breach
of this Agreement.

              5.6.2.  The Company hereby indemnifies each Member and
their respective Agents for any act performed by the Member or its
Agent with respect to Company matters, except for any action or
inaction which constitutes fraud, gross negligence, or an intentional
breach of this Agreement, provided however, that any indemnity under
this Section shall be provided out of and to the extent of the assets
of the Company only.

              5.6.3.  Notwithstanding anything to the contrary
contained in this Agreement, the right to indemnification (including
any costs, charges and expenses with respect thereto), in this Section
5.6 is expressly subordinated as a claim against the Company or any of
its assets to the prior claims and rights of the Buyers to receive
payment under the Buyers* Certificates.

                                  13


<PAGE>

         SECTION VI

         Transfer of Interests and Withdrawals of Members
         ------------------------------------------------

         6.1 Membership Certificates.  The Membership Rights of each
             -----------------------
Member shall be evidenced by a Membership Certificate in the form
attached as Exhibit B, executed by all of the Members.

         6.2 Transfers.  Subject to Section 6.5 hereinbelow, no Member
             ---------
may Transfer all, or any portion of, or any interest or rights in, the
Membership Rights owned by the Member, and no Interest Holder may
Transfer all, or any portion of, or any interest or rights in, any
Interest.  Each Member hereby acknowledges the reasonableness of this
prohibition in view of the purposes of the Company and the
relationship of the Members.  The Transfer of any Membership Rights or
Interests in violation of the prohibition contained in Section 6.1
shall be deemed invalid, null and void, and of no force or effect.
Any Person to whom Membership Rights are attempted to be transferred
in violation of this Section 6.1 shall not be entitled to vote on
matters coming before the Members, participate in the management of
the Company, act as an agent of the Company, receive distributions
from the Company, or have any other rights in or with respect to the
Membership Rights.

         6.3 Voluntary Withdrawal.  No Member shall have the right or
             --------------------
power to Voluntarily Withdraw from the Company.

         6.4 Involuntary Withdrawal.  Immediately upon the occurrence
             ----------------------
of an Involuntary Withdrawal, the successor of the Withdrawn Member
shall thereupon become an Interest Holder but shall not become a
Member.  If the Company is continued as provided in Section 7.1.3, the
successor Interest Holder shall have all the rights of an Interest
Holder but shall not be entitled to receive in liquidation of the
Interest, pursuant to Section 4A-905(1)(ii) of the Act, the fair
market value of the Member's Interest as of the date the Member
involuntarily withdrew from the Company.

         6.5 Pledge and Foreclosure of Membership Rights.  No
             -------------------------------------------
provision of this Agreement is intended to prevent, or shall be
interpreted as preventing (i) the pledge by the Members of their
respective Membership Rights pursuant to the Inventory Security
Agreement, or (ii) the full exercise by J.P.  Morgan Delaware, as
Structuring and Collateral Agent, of its rights of foreclosure under
the Inventory Credit Agreement and Inventory Security Agreement upon
the Membership Rights of the Members and the Transfer to J.P.  Morgan
Delaware or its designee, pursuant thereto, of the Membership Rights
of each Member of the Company.  Following any such Transfer, J.P.
Morgan Delaware or its designee, as the case may be, shall have, and
be entitled to exercise, all of the rights and privileges of a Member
under this Agreement.

         SECTION VII

                                  14


<PAGE>


         Dissolution, Liquidation, Bankruptcy and
         ----------------------------------------

         Termination of the Company
         --------------------------

         7.1 Events of Dissolution.  The Company shall be dissolved
             ---------------------
upon the happening of any of the following events:


              7.1.1.  when the period fixed for its duration in
Section 2.4 has expired;

              7.1.2.  upon the occurrence of an Involuntary
Withdrawal, unless the remaining Members, within ninety (90) days
after the occurrence of the Involuntary Withdrawal, unanimously elect
to continue the business of the Company pursuant to the terms of this
Agreement.

         7.2 Procedure for Winding Up and Dissolution.  If the Company
             ----------------------------------------
is dissolved, the remaining Members shall wind up its affairs.  On
winding up of the Company, the assets of the Company shall be
distributed, first to creditors of the Company, including Interest
Holders who are creditors, in satisfaction of the liabilities of the
Company, and then to the Interest Holders in accordance with Section
4.4.  Any such distribution of assets shall in all events be subject
to the prior claims and rights of the Buyers to receive payment under
the Buyers* Certificates.

         7.3 Filing of Articles of Cancellation.  If the Company is
             ----------------------------------
dissolved, the Members shall promptly file Articles of Cancellation
with SDAT.  If there are no remaining Members, the Articles shall be
filed by the last Person to be a Member; if there are no remaining
Members, or a Person who last was a Member, the Articles shall be
filed by the legal representatives of the Person who last was a
Member.

         7.4 Filing of Voluntary Bankruptcy.  The Company shall not,
             ------------------------------
without the prior unanimous consent of the Members pursuant to
unanimous action of the board of directors of each Member, file a
voluntary bankruptcy petition under the U.S.  Bankruptcy Code (Title
11 of the U.  S.  Code) or under any similar statute of the United
States or any state for the relief or reorganization of a debtor.

         SECTION VIII

         Books, Records, Accounting, and Tax Elections
         ---------------------------------------------

         8.1 Bank Accounts.  All funds of the Company shall be
             -------------
deposited in a bank account or accounts opened in the Company's name.
The Members shall determine the institution or institutions at which
the accounts will be opened and maintained, the types of accounts, and
the Persons who will have authority with respect to the accounts and
the funds therein.

         8.2 Books and Records.  The Members shall keep or cause to be
             -----------------
kept complete and accurate books and records of the Company and
supporting documentation of the transactions with respect to the
conduct of the Company's business.  The books and records shall
be

                                  15


<PAGE>

maintained in accordance with sound accounting principles and
practices and shall be available at the Company's principal office for
examination by any Member or the Member's duly authorized
representative at any and all reasonable times during normal business
hours.

         8.3 Annual Accounting Period.  The annual accounting period
             ------------------------
of the Company shall be its taxable year.  The Company's taxable year
shall be selected by the Members, subject to the requirements and
limitations of the Code.

         8.4 Reports.  Within seventy-five (75) days after the end of
             -------
each taxable year of the Company, the Members shall cause to be sent
to each Person who was a Member at any time during the taxable year
then ended a complete accounting of the affairs of the Company for the
taxable year then ended.  In addition, within seventy-five (75) days
after the end of each taxable year of the Company, the Members shall
cause to be sent to each Person who was an Interest Holder at any time
during the taxable year then ended, the tax information concerning the
Company which is necessary for preparing the Interest Holder's income
tax returns for that year.  At the request of any Member, and at the
Member's expense, the Members shall cause an audit of the Company's
books and records to be prepared by independent accountants for the
period requested by the Member.

         SECTION IX

         General Provisions
         ------------------

         9.1 Assurances.  Each Member shall execute all such
             ----------
certificates and other documents and shall do all such filing,
recording, publishing, and other acts as the Members deem appropriate
to comply with the requirements of law for the formation and operation
of the Company and to comply with any laws, rules, and regulations
relating to the acquisition, operation, or holding of the property of
the Company.

         9.2 Notifications.  Any notice, demand, consent, election,
             -------------
offer, approval, request, or other communication (collectively, a
"notice") required or permitted under this Agreement must be in
writing and delivered personally, sent by certified or registered
mail, postage prepaid, return receipt requested, or sent by courier
service that provides evidence of delivery.  A notice must be
addressed to an Interest Holder at the Interest Holder's last known
address on the records of the Company.  A notice to the Company must
be addressed to the Company's principal office.  A notice delivered
personally will be deemed given only when acknowledged in writing by
the person to whom it is delivered.  A notice that is sent by mail
will be deemed given three (3) business days after it is mailed.  Any
party may designate, by notice to all of the others, substitute
addresses or addressees for notices; and, thereafter, notices are to
be directed to those substitute addresses or addressees.

         9.3 Specific Performance.  The parties recognize that
             --------------------
irreparable injury will result from a breach of any provision of this
Agreement and that money damages will be inadequate to fully remedy
the injury.  Accordingly, in the event of a breach or threatened
breach of one or more of the provisions of this Agreement, any party
who may be injured (in addition to any other

                                  16


<PAGE>

remedies which may be available to that party) shall be entitled to
one or more preliminary or permanent orders (i) restraining and
enjoining any act which would constitute a breach or (ii) compelling
the performance of any obligation which, if not performed, would
constitute a breach.

         9.4 Complete Agreement.  Except as expressly provided
             ------------------
otherwise herein, this Agreement may not be amended without the
written consent of all of the Members and, as to any amendment to
Sections 2.3, 2.4, 6.5, 7.1, 7.4 or this section 9.4, the prior
reaffirmation by S&P of the rating then assigned to the Buyers*
Certificates.

         9.5 Applicable Law.  All questions concerning the
             --------------
construction, validity, and interpretation of this Agreement and the
performance of the obligations imposed by this Agreement shall be
governed by the laws of the State of Maryland, without regard to
principles of conflict of laws.

         9.6 Section Titles.  The headings herein are inserted as a
             --------------
matter of convenience only, and do not define, limit, or describe the
scope of this Agreement or the intent of the provisions hereof.

         9.7 Binding Provisions.  This Agreement is binding upon and
             ------------------
shall inure to the benefit of the parties hereto and their respective
legal representatives, successors, and permitted assigns.

         9.8 Terms.  Common nouns and pronouns shall be deemed to
             -----
refer to the masculine, feminine, neuter, singular and plural, as the
identity of the Person may in the context require.

         9.9 Separability of Provisions.  Each provision of this
             --------------------------
Agreement shall be considered separable.  If, for any reason, any
provision or provisions herein are determined to be invalid and
contrary to any existing of future law, such invalidity shall not
impair the operation of or affect those portions of this Agreement
which are valid.

         9.10 Counterparts.  This Agreement may be executed
              ------------
simultaneously in two or more counterparts, each of which shall be
deemed an original and all of which, when taken together, shall
constitute one and the same document.  The signature of any party to
any counterpart shall be deemed a signature to, and may be appended
to, any other counterpart.

                                  17


<PAGE>


         IN WITNESS WHEREOF, the parties have executed, or caused this
Agreement to be executed, under seal, as of the date set forth above.

ATTEST:                             MEMBERS

                     Bethlehem Steel Corporation


_________________________    By:_______________________(SEAL)


                   Bethlehem Steel Credit Affiliate
                   One, Inc.


________________________     By:_______________________(SEAL)

                                    E.P. Reybitz


                   Bethlehem Steel Credit Affiliate
                   Two, Inc.


________________________     By:_______________________(SEAL)

                                    E.P. Reybitz


                                  18



<PAGE>

                     Bethlehem Steel Funding, LLC

                         Operating Agreement

                              EXHIBIT A

              List of Members, Capital, and Percentages
              -----------------------------------------


Name, Address,
and Taxpayer                      Value of          Capital
I.D. Number                     Contribution       Percentage
--------------                  ------------       ----------

Bethlehem Steel Corporation      $37,240,000           98%
5111 North Point Boulevard
Sparrows Point, MD 21219-1014
24-0526033

Bethlehem Steel Credit
Affiliate One, Inc.                $ 380,000            1%
5111 North Point Boulevard
Sparrows Point, MD 21219-1014
52-1941312

                                  19


<PAGE>

Bethlehem Steel Credit

Affiliate Two, Inc.                $ 380,000            1%
5111 North Point Boulevard
Sparrows Point, MD 21219-1014
52-1941315

                                  20
21

<PAGE>
                     Bethlehem Steel Funding, LLC

                         Operating Agreement



                              EXHIBIT B
                              ---------

                        MEMBERSHIP CERTIFICATE
                        ----------------------

                     BETHLEHEM STEEL FUNDING, LLC

                 A MARYLAND LIMITED LIABILITY COMPANY

                      CERTIFICATE OF MEMBERSHIP

                         This certifies that

                     BETHLEHEM STEEL CORPORATION


                                      21


<PAGE>

is the registered holder of a Ninety-Eight Percent (98%) Membership
Interest in BETHLEHEM STEEL FUNDING, LLC, a limited liability company
organized under the laws of the State of Maryland.  This Membership
Interest is not transferable except in accordance with the provisions
of the Operating Agreement of Bethlehem Steel Funding, LLC.

DATED:     September 12, 1995

                                BETHLEHEM STEEL FUNDING, LLC


                                By:______________________________
                                   E.P. Reybitz, Authorized Agent



<PAGE>

                                                    EXHIBIT L-1

                      ARTICLES OF INCORPORATION
                                  OF
                       SPECIAL PURPOSE MEMBERS

                              ARTICLE I

         INCORPORATOR

         The undersigned, Neal D.  Borden, Esquire, whose post office
address is 1800 Mercantile Bank and Trust Building, 2 Hopkins Plaza,
Baltimore, Maryland 21201, being over eighteen years of age and acting
as incorporator, hereby forms a corporation under the Maryland General
Corporation Law.

                              ARTICLE II

         NAME

         The name of the corporation (which is hereinafter called the
"Corporation") is:

             [BETHLEHEM STEEL CREDIT AFFILIATE ONE, INC.]

             [BETHLEHEM STEEL CREDIT AFFILIATE TWO, INC.]

                             ARTICLE III

         PURPOSE FOR WHICH CORPORATION FORMED

         The purpose for which the Corporation is formed is as
follows:  To hold an interest in Bethlehem Steel Funding, LLC, a
limited liability company organized under the laws of the State of
Maryland, the purpose of which is to engage exclusively



<PAGE>


in the purchase of receivables originated in connection with the sale
of goods or the provision of services by Bethlehem Steel Corporation,
and the financing of such purchases pursuant to the Receivables
Purchase Agreement among the Corporation, Bethlehem Steel Credit
Affiliate [Number], Inc., Bethlehem Steel Funding, LLC, Bethlehem
Steel Corporation, as Servicer, the financial institutions from time
to time party thereto as Buyers, Morgan Guaranty Trust Company of New
York, as Administrative Agent, and J.P.  Morgan Delaware, as
Structuring and Collateral Agent, as the same may from time to time be
amended or extended (capitalized terms used in these Articles having
the meanings given thereto in such Receivables Purchase Agreement) and
the related documents contemplated thereby, and the taking of any and
all actions and the doing of any and all things necessary or
appropriate to accomplish the foregoing.  The Corporation may not
permit Bethlehem Steel Funding, LLC to incur any Debt other than
pursuant to or as contemplated by the aforesaid Receivables Purchase
Agreement unless (x) such Debt is rated the same by Standard &Poor*s
Ratings Group or its successors (hereinafter referred to as "S&P") as
the Buyers' Certificates, or (y) is fully subordinated to the Buyers'
Certificates; is nonrecourse other than with respect to proceeds in
excess of the proceeds necessary to pay the Buyers' Certificates
("excess proceeds"); and does not constitute a claim against Bethlehem
Steel Funding, LLC to the extent that excess proceeds are insufficient
to pay such Debt or (z) such incurrence will not result in a reduction
of the then existing rating by S&P of the Buyers' Certificates.

         In connection with the foregoing purpose, the Corporation may
carry on any and all business, transactions and activities permitted
by the Maryland General Corporation Law which may be deemed desirable
by the Board of Directors of the Corporation, as well as all
activities and things necessary and incidental thereto, to the full
extent empowered by such laws.

                              ARTICLE IV

         RESIDENT AGENT AND PRINCIPAL OFFICE

         The post office address of the principal office of the
Corporation in this State is 5111 North Point Boulevard, Sparrows
Point, Maryland 21219-1014.  The resident agent of the Corporation in
this State is Corporation Trust, Inc., whose post office address is
First Maryland Building, 32 South Street, Baltimore, Maryland 21202.
Said resident agent is a citizen of the State of Maryland, and
actually resides therein.

                              ARTICLE V

         AUTHORIZED STOCK

         The total number of shares of stock of all classes which the
Corporation has authority to issue is One Thousand (1000) shares, of
the par value of One Dollar ($1.00) each, all of which shares are of
one class and are designated Common Stock.  The aggregate par value of
all shares having par value is One Thousand Dollars ($1,000.00).

                                  2



<PAGE>


                              ARTICLE VI

                          BOARD OF DIRECTORS

         Section 1.  Number of Directors.

         The Corporation shall have seven (7) directors, which number
may be increased or decreased pursuant to the Bylaws, but the number
of directors shall not be less than the lesser of three (3) or the
number of stockholders.

         Section 2.  Initial Directors.

         James A.  Flick, Jr., William R.  Latham III, G.  L.
Millenbruch, L.  A.  Arnett, E.  P.  Reybitz, D.  K.  Schoenen and S.
J.  Selden shall act as the initial directors of the Corporation until
the first annual meeting and until their successors are duly chosen
and qualified.  At all times, two (2) of the directors of the
Corporation (the "Independent Directors") shall be persons who are
not, and have not been, an officer, director, employee or one percent
(1%) or more shareholder of any Affiliate (as defined hereinbelow).

         Section 3.  Board Authorization of Stock Issuance.

         The Board of Directors of the Corporation is hereby empowered
to authorize the issuance from time to time of shares of its stock of
any class, whether now or hereafter authorized, and securities
convertible into shares of its stock, of any class or classes, whether
now or hereafter authorized, for such consideration as the Board of
Directors may deem advisable.

         Section 4.  Classification of Stock.

         The Board of Directors shall have the power to classify or
reclassify any unissued stock, whether now or hereafter authorized, by
setting or changing the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends,
qualifications, or terms or conditions of redemption of such stock.

         Section 5.  Definition of Affiliate.

         In these Articles of Incorporation, "Affiliate" shall mean
any entity other than the Corporation (i) which owns beneficially,
directly or indirectly, more than fifty percent (50%) of the
outstanding shares of the Common Stock or which is otherwise in
control of the Corporation or of Bethlehem Steel Funding, LLC, (ii) of
which more than fifty percent (50%) of the outstanding voting
securities are owned beneficially, directly or indirectly, by any
entity described in clause (i) above, or (iii) which is controlled by
any entity described in clause (i) above; provided that for the
purposes of this definition, the terms "control" and "controlled by"
shall have the meanings assigned to them in Rule 405 under the
Securities Act of 1933, as amended.

         Section 6.  Conflict of Interest.

         No contract or other transaction between this Corporation and
any other corporation, partnership, limited liability company,
individual or other entity, and no act of this Corporation,

                                  3


<PAGE>


shall in any way be affected or invalidated by the fact that any of
the directors of this Corporation are directors, principals, partners
or officers of such other entity, or are pecuniarily or otherwise
interested in such contract, transaction or act; provided that (i) the
existence of such relationship or such interest shall be disclosed or
known to the Board of Directors (or to a committee of the Board of
Directors, if the matter involves a committee decision), and the
contract, transaction or act shall be authorized, approved or ratified
by a majority of disinterested directors on the Board or on such
committee, as the case may be, even if the number of disinterested
directors constitutes less than a quorum; or (ii) the contract,
transaction or act shall be authorized, ratified or approved in any
other manner permitted by the Maryland General Corporation Law.

         Section 7.  Bankruptcy.

         The Corporation shall not, without the affirmative vote of
one hundred percent (100%) of the Board of Directors (including the
Independent Directors), institute proceedings to be adjudicated
bankrupt or insolvent; or consent to the institution of bankruptcy or
insolvency proceedings against it; or file a petition seeking, or
consent to, reorganization or relief under any applicable federal or
state law relating to bankruptcy; or consent to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Corporation or a substantial part of its
property; or make any assignment for the benefit of creditors; or
admit in writing its inability to pay its debts generally as they
become due; or take any corporate action in furtherance of any such
action.

         Section 8.  Bankruptcy of Bethlehem Steel Funding, LLC.

         The Corporation shall not, without the affirmative vote of
one hundred percent (100%) of the Board of Directors (including the
Independent Directors), participate in or institute proceedings by
which Bethlehem Steel Funding, LLC would be adjudicated bankrupt or
insolvent; or consent to the institution of bankruptcy or insolvency
proceedings against Bethlehem Steel Funding, LLC; or file a petition
seeking, or consent to, the reorganization of Bethlehem Steel Funding,
LLC or its relief under any applicable federal or state law relating
to bankruptcy; or consent to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or other similar
official) of Bethlehem Steel Funding, LLC or a substantial part of its
property; or allow Bethlehem Steel Funding, LLC to make any assignment
for the benefit of creditors or admit in writing its inability to pay
its debts generally as they become due; or take any corporate action
in furtherance of any such action.

         Section 9.  Independent Directors.

         No Independent Director shall, with regard to any act, or
failure to act, in connection with any matter referred to in Section 7
of this Article VI owe a fiduciary duty or other obligation to the
stockholders (except as may specifically be required by the statutory
or case law of any applicable jurisdiction); instead, each Independent
Director's fiduciary duty or other obligations with regard to such
act, or failure to act, in connection with any matter referred to in
Section 7 of this Article VI shall be owed to the Corporation
including, without limitation, the creditors of the Corporation.
Every stockholder shall be deemed to have consented to the foregoing
by virtue of such stockholder's purchase of shares of capital stock of
the Corporation, no further act or deed of any stockholder being
required to evidence such consent.

                                  4


<PAGE>


                             ARTICLE VII

         PROVISIONS CONCERNING CERTAIN RIGHTS OF THE CORPORATION AND
THE SHAREHOLDERS

         Section 1.  Right to Amend Charter.

         The Corporation reserves the right to amend these Articles of
Incorporation in any manner permitted by the Maryland General
Corporation Law and, subject to the provisions of Article VIII, all
rights and powers conferred herein on stockholders, directors and
officers, if any, are subject to this reserved power; provided that
the Corporation shall not, without the prior reaffirmation by S&P of
the rating then assigned to the Buyers* Certificates, amend, alter,
change or repeal Articles III, VI, VIII, or this Article VII of these
Articles of Incorporation.  Section 2.  Elimination of Preemptive
Rights.

         Unless otherwise provided by the Board of Directors, no
holder of stock of any class shall be entitled to preemptive rights to
subscribe for or purchase or receive any part of any new or additional
issue of stock of any class of the Corporation or securities
convertible into stock of any class of the Corporation.

         Section 3.  Required Stockholder Vote.

         Notwithstanding any provision of law requiring any action to
be taken or authorized by the affirmative vote of the holders of a
greater proportion of the votes of all classes or of any class of
stock of the Corporation, such action shall be effective and valid if
taken or authorized by the affirmative vote of a majority of the total
number of votes entitled to be cast thereon, except as otherwise
provided in this charter.

         Section 4.  Applicability of the Maryland Control Share and
Business Combination Statutes.

         The Corporation elects not to be governed by Subtitle 6 of
Title 3 of the Maryland General Corporation Law with respect to any
"business combination" as defined in such Subtitle.  In addition, any
acquisition of any shares of stock of the Corporation, including any
acquisition of voting rights or other interests in any such stock,
shall be exempt from the provisions of Title 3, Subtitle 7 of the
Maryland General Corporation Law.  Accordingly, the provisions of
Title 3, Subtitle 6 (Business Combination) and Subtitle 7 (Control
Share) of the Maryland General Corporation Law shall not apply to this
Corporation.

         Section 5.  Separateness Covenants.

                                  5


<PAGE>

         5.1.  Office.  The Corporation shall maintain a principal
               ------
executive office and conspicuously identify such office as its
office.

         5.2.  Financial Statements.  The Corporation shall maintain
               --------------------
its financial statements, accounting records and other documents
separate from those of any Affiliate or any other entity.  The
Corporation shall prepare unaudited quarterly and audited annual
financial statements, and the Corporation's financial statements shall
comply with GAAP.  The Corporation shall maintain its own bank
accounts, payroll and correct, complete and separate books of account.
The Corporation shall retain as its accountants a nationally
recognized firm of independent certified public accountants, provided
that such accountants may also serve as accountants of any Affiliate.

         5.3.  Separate Identity.  The Corporation shall at all times
               -----------------
hold itself out to the public (including any Affiliate's creditors)
under the Corporation's own name and as a separate and distinct
entity.  Communications on behalf of the Corporation shall be made in
its own name, and the Corporation shall maintain its own separate
telephone number and stationery and other business forms.

         5.4.  Formalities.  All customary formalities regarding the
               -----------
proper existence of the Corporation, including holding meetings of or
obtaining the consent of its directors and shareholders, as
appropriate, and maintaining current and accurate corporate minute
books, shall be observed.

         5.5.  Separate Action.  The Corporation shall act solely in
               ---------------
its own name and through its own duly authorized officers and agents.
No Affiliate shall act as an agent of the Corporation (provided that
an employee, officer or director of an Affiliate may also serve as an
employee, officer or director of the Corporation).  Investments shall
be made directly by the Corporation or on its behalf by brokers or
agents engaged and paid by the Corporation or its agents.

         5.6.  Affiliate Transactions.  All business transactions
               ----------------------
entered into by the Corporation with any Affiliate shall be on terms
and conditions that are not more or less favorable to the Corporation
than terms and conditions available at the time to the Corporation for
comparable transactions with unaffiliated persons and must be approved
by all of the Members.  Except for its obligations under Sections
4(G), 15 and other applicable provisions of a certain Inventory
Security and Pledge Agreement dated September 12, 1995, among the
Corporation, Bethlehem Steel Corporation, Bethlehem Steel Credit
Affiliate [Number], Inc., J.P.  Morgan Delaware, as Structuring and
Collateral Agent, and Morgan Guaranty Trust Company of New York, as
Administrative Agent, the Corporation shall not guarantee or assume or
hold itself out or permit itself to be held out as having guaranteed
or assumed any liabilities or obligations of any Affiliate, other than
the endorsement of checks for collection or deposit in the ordinary
course of business.

         5.7.  Liabilities.  The Corporation shall pay its own
               -----------
liabilities, indebtedness and obligations of any kind, including all
administrative expenses, from its own separate assets.

         5.8.  Segregation of Assets.  Assets of the Corporation shall
               ---------------------
be separately identified, maintained and segregated.  Except as
otherwise provided in the Program Documents, the Corporation's funds
shall not be commingled with those of any other corporate or natural
person.  The Corporation's assets shall at all times be held by or on
behalf of the Corporation and, if held on behalf of the Corporation by
another entity, shall at all times be kept identifiable
(in


                                  6


<PAGE>

accordance with customary usages) as assets owned by the Corporation.
In no event shall any of the Corporation's assets be held on its
behalf by any Affiliate.

         5.9.  Investment Company Status.  The Corporation shall not
take any action if, as a result of such action, the Corporation would
be required to register as an investment company under the Investment
Company Act of 1940, as amended.

                             ARTICLE VIII

         INDEMNIFICATION AND LIMITATION OF LIABILITY

         Section 1.  Mandatory Indemnification.  The Corporation shall
indemnify its currently acting and its former directors against any
and all liabilities and expenses incurred in connection with their
services in such capacities to the maximum extent permitted by the
Maryland General Corporation Law, as from time to time amended.

         Section 2.  Discretionary Indemnification.  If approved by
the Board of Directors, the Corporation may indemnify its officers,
employees, agents and persons who serve and have served at its request
as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, limited liability company, joint venture or
other enterprise or employee benefit plan to the extent determined to
be appropriate by the Board of Directors.

         Section 3.  Advancing Expenses Prior to a Decision.  The
Corporation shall advance expenses to its directors entitled to
mandatory indemnification to the maximum extent permitted by the
Maryland General Corporation Law and may in the discretion of the
Board of Directors advance expenses to officers, employees, agents and
others who may be granted indemnification.

         Section 4.  Other Provisions for Indemnification.  The Board
of Directors may, by bylaw, resolution or agreement, make further
provision for indemnification of directors, officers, employees and
agents.  The right to indemnification in this Article VIII is
expressly subordinated as a claim against the Corporation, Bethlehem
Steel Funding, LLC, or any of their assets to the prior claims and
rights of the Buyers to receive payment under the Buyers'
Certificates.

         The rights and authority conferred in this Article VIII shall
not be exclusive of any other right which any person may otherwise
have or hereafter acquire.

Section 5. Insurance.

                                  7


<PAGE>

The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss incurred by such person in any
such capacity or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such
liability under the Maryland General Corporation Law.

         Section 6.  Limitation of Liability of Directors.

         To the maximum extent that limitations on the liability of
directors are permitted by the Maryland General Corporation Law, as
from time to time amended, no director of the Corporation shall have
any liability to the Corporation, its creditors, or its stockholders
for money damages.  This limitation on liability applies to events
occurring at the time a person serves as a director of the
Corporation, whether or not such person is a director at the time of
any proceeding in which liability is asserted.

         Section 7.  Effect of Amendment or Repeal.

         No amendment or repeal of any section of this Article, or the
adoption of any provision of the Corporation's charter inconsistent
with this Article, shall apply to or affect in any respect the rights
to indemnification or limitation of liability of any director of the
Corporation with respect to any alleged act or omission which occurred
prior to such amendment, repeal or adoption.

         IN WITNESS WHEREOF, I have signed these Articles of
Incorporation on the 12th day of September, 1995, and have
acknowledged such Articles to be my act.

____________________________

Neal D. Borden, Incorporator

                                  8

<PAGE>


                                                    EXHIBIT L-2

                                BYLAWS

                                  OF

                       SPECIAL PURPOSE MEMBERS

                              ARTICLE I.
                              ----------

         Stockholders
         ------------

         Section 1.  Annual Meetings.
         ----------------------------

         The annual meeting of the stockholders of the Corporation
shall be held on such date within the month of April as may be fixed
from time to time by the Board of Directors.  Not less than ten nor
more than 90 days' written or printed notice stating the place, day
and hour of each annual meeting shall be given in the manner provided
in Section 1 of Article IX hereof.  The business to be transacted at
the annual meetings shall include the election of directors,
consideration and action upon the reports of officers and directors,
and any other business within the power of the Corporation.  All
annual meetings shall be general meetings at which any business may be
considered without being specified as a purpose in the notice unless
otherwise required by law.

         Section 2.  Special Meetings Called by Chairman of the Board,
         -------------------------------------------------------------
President or Board of Directors.
-------------------------------
         At any time in the interval between annual meetings, special
meetings of stockholders may be called by the Chairman of the Board,
or by the President, or by the Board of Directors.  Not less than ten
days' nor more than 90 days' written notice stating the place, day and
hour of such meeting and the matters proposed to be acted on thereat
shall be given in the manner provided in Section 1 of Article IX.  No
business shall be transacted at any special meeting except that
specified in the notice.



<PAGE>

         Section 3.  Special Meeting Called by Stockholders.
         --------------------------------------------------

         Upon the request in writing delivered to the Secretary by the
stockholders entitled to cast at least 25% of all the votes entitled
to be cast at the meeting, it shall be the duty of the Secretary to
call forthwith a special meeting of the stockholders.  Such request
shall state the purpose of such meeting and the matters proposed to be
acted on thereat, and no other business shall be transacted at any
such special meeting.  The Secretary shall inform such stockholders of
the reasonably estimated costs of preparing and mailing the notice of
the meeting, and upon payment to the Corporation of such costs, the
Secretary shall give not less than ten nor more than 90 days' notice
of the time, place and purpose of the meeting in the manner provided
in Section 1 of Article IX.  If, upon payment of such costs the
Secretary shall fail to issue a call for such meeting within ten days
after the receipt of such payment (unless such failure is excused by
law), then the stockholders entitled to cast 25% or more of the
outstanding shares entitled to vote may do so upon giving not less
than ten days' nor more than 90 days' notice of the time, place and
purpose of the meeting in the manner provided in Section 1 of Article
IX.

         Section 4.  Place of Meetings.
         -----------------------------

         All meetings of stockholders shall be held at the principal
office of the Corporation in the State of Maryland or at such other
place within the State of Maryland as may be fixed from time to time
by the Board of Directors and designated in the notice.

         Section 5.  Quorum.
         ------------------

         At any meeting of stockholders the presence in person or by
proxy of stockholders entitled to cast a majority of the votes thereat
shall constitute a quorum.  In the absence of a quorum, the
stockholders present in person or by proxy, by majority vote and
without notice other than by announcement, may adjourn the meeting
from time to time, but not for a period exceeding 120 days after the
original record date, until a quorum shall attend.

         Section 6.  Adjourned Meetings.
         ------------------------------

         A meeting of stockholders convened on the date for which it
was called (including one adjourned to achieve a quorum as above
provided in Section 5 of this Article) may be adjourned from time to
time without further notice to a date not more than 120 days after the
original record date, and any business may be transacted at any
adjourned meeting which could have been transacted at the meeting as
originally called.

         Section 7.  Voting.
         ------------------

         A plurality of all the votes cast at a meeting of
stockholders duly called and at which a quorum is present shall be
sufficient to elect a director.  Each share of stock may be voted for
as

                                  2


<PAGE>

many individuals as there are directors to be elected and for whose election
the share is entitled to be voted.

         A majority of the votes cast at a meeting of stockholders,
duly called and at which a quorum is present, shall be sufficient to
take or authorize action upon any other matter which may properly come
before the meeting, unless more than a majority of votes cast is
required by statute or by the Articles of Incorporation.  The Board of
Directors may fix the record date for the determination of
stockholders entitled to vote in the manner provided in Article VIII,
Section 3 of these Bylaws.  Unless otherwise provided in the Articles
of Incorporation, each outstanding share of stock, regardless of
class, shall be entitled to one vote on each matter submitted to a
vote at a meeting of stockholders.

         Section 8.  Proxies.
         -------------------

         A stockholder may vote the shares owned of record either in
person or by proxy.  The proxy shall be in writing and shall be signed
by the stockholder or by the stockholder*s duly authorized
attorney-in-fact or be in such other form as may be permitted by the
Maryland General Corporation Law, including documents conveyed by
electronic transmission.  A copy, facsimile transmission or other
reproduction of the writing or transmission may be substituted for the
original writing or transmission for any purpose for which the
original transmission could be used.  Every proxy shall be dated, but
need not be sealed, witnessed or acknowledged.  No proxy shall be
valid after 11 months from its date, unless otherwise provided in the
proxy.  In the case of stock held of record by more than one person,
any co-owner or co-fiduciary may execute the proxy without the joinder
of the co-owner(s) or co-fiduciary(ies), unless the Secretary of the
Corporation is notified in writing by any co-owner or co-fiduciary
that the joinder of more than one is to be required.  At all meetings
of stockholders, the proxies shall be filed with and verified by the
Secretary of the Corporation, or, if the meeting shall so decide, by
the Secretary of the meeting.

         Section 9.  Order of Business.
         -----------------------------

         At all meetings of stockholders, any stockholder present and
entitled to vote in person or by proxy shall be entitled to require,
by written request to the Chairman of the meeting, that the order of
business shall be as follows:

         (1) Organization.

         (2) Proof of notice of meeting or of waivers thereof.  (The
certificate of the Secretary of the Corporation, or the affidavit of
any other person who mailed or published the notice or caused the same
to be mailed or published, shall be proof of service of notice.)

         (3) Submission by Secretary of the Corporation of a list of
the stockholders entitled to vote, present in person or by proxy.

         (4) A reading of unapproved minutes of preceding meetings and
action thereon.

         (5) Reports.

                                  3


<PAGE>

         (6) If an annual meeting, or a special meeting called for
that purpose, the election of directors.

         (7) Unfinished business.

         (8) New business.

         (9) Adjournment.

         Section 10.  Removal of Directors.
         ---------------------------------

         At any properly called annual or special stockholders*
meeting, the stockholders, by the affirmative vote of a majority of
all the votes entitled to be cast for the election of directors, may
remove any director or directors from office, with or without cause,
and may elect a successor or successors to fill any resulting
vacancies for the remainder of the term.

         Section 11.  Informal Action by Stockholders.
         --------------------------------------------

         Any action required or permitted to be taken at any meeting
of stockholders may be taken without a meeting if a consent in writing
setting forth such action is signed by all the stockholders entitled
to vote thereon and such consent is filed with the records of
stockholders' meetings.

                             ARTICLE II.
                             -----------

         Directors
         ---------

         Section 1.  Powers.
         ------------------
         The business and affairs of the Corporation shall be managed
under the direction of its Board of Directors.  All powers of the
Corporation may be exercised by or under the authority of the Board of
Directors except as conferred on or reserved to the stockholders by
law, by the Articles of Incorporation or by these Bylaws.  A director
need not be a stockholder.  The Board of Directors shall keep minutes
of its meetings and full and fair accounts of its transactions.

         Section 2.  Number; Term of Office; Removal.
         -------------------------------------------

         The number of directors of the Corporation shall be not less
than three or the same number as the number of stockholders (or one if
there is no stockholder), whichever is less;

                                  4


<PAGE>


provided, however, that such number may be increased and thereafter
decreased from time to time by vote of a majority of the entire Board
of Directors.  The number of directors shall not exceed seven.  The
first directors of the Corporation shall hold their office until the
first annual meeting of the Corporation, or until their successors are
elected and qualify, and thereafter the directors shall hold office
for the term of one year, or until their successors are elected and
qualify.  A director may be removed from office as provided in Article
I, Section 10 of these Bylaws.

         Section 3.  Independent Directors.
         ---------------------------------

         At all times two of the directors shall be persons who are
not, and have not been, an officer, director, employee or one percent
(1%) or more stockholder of any Affiliate (the "Independent
Directors").  For the purposes of this Section 3, "Affiliate" shall
have the same meaning as in Article VI of the Articles of
Incorporation of the Corporation.

         Section 4.  Annual Meeting; Regular Meetings.
         --------------------------------------------

         As soon as practicable after each annual meeting of
stockholders, the Board of Directors shall meet for the purpose of
organization and the transaction of other business.  No notice of the
annual meeting of the Board of Directors need be given if it is held
immediately following the annual meeting of stockholders and at the
same place.  Other regular meetings of the Board of Directors may be
held at such times and at such places within the State of Maryland as
shall be designated in the notice for such meeting by the party making
the call.  All annual and regular meetings shall be general meetings,
and any business may be transacted thereat.

         Section 5.  Special Meetings.
         ----------------------------

         Special meetings of the Board of Directors may be called by
the Chairman of the Board or the President, or by a majority of the
directors.

         Section 6.  Quorum; Voting.
         --------------------------

         A majority of the Board of Directors shall constitute a
quorum for the transaction of business at every meeting of the Board
of Directors; but, if at any meeting there be less than a quorum
present, a majority of those present may adjourn the meeting from time
to time, but not for a period exceeding ten days at any one time or 60
days in all, without notice other than by announcement at the meeting,
until a quorum shall attend.  At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might
have been transacted at the meeting as originally called.  Except

                                  5


<PAGE>

as hereinafter provided or as otherwise provided by the Articles of
Incorporation or by law, directors shall act by a vote of a majority
of those members in attendance at a meeting at which a quorum is
present.

         Section 7.  Notice of Meetings.
         ------------------------------

         Notice of the time and place of every regular and special
meeting of the Board of Directors shall be given to each director in
the manner provided in Section 2 of Article IX hereof.  Subsequent to
each Board meeting, and as soon as practicable thereafter, each
director shall be furnished with a copy of the minutes of said
meeting.  At least 24 hours' notice shall be given of all meetings.
The purpose of any meeting of the Board of Directors need not be
stated in the notice.

         Section 8.  Vacancies.
         ---------------------

         (a) If the office of a director becomes vacant for any reason
other than removal or increase in the size of the Board, such vacancy
may be filled by the Board by a vote of a majority of directors then
in office, although such majority is less than a quorum.

         (b) If the vacancy occurs as a result of the removal of a
director, the stockholders may elect a successor or may delegate that
authority to the Board of Directors.

         (c) If the vacancy occurs as a result of an increase in the
number of directors, it may be filled by vote of a majority of the
entire Board of Directors holding office prior to the increase.

         (d) If the entire Board of Directors shall become vacant, any
stockholder may call a special meeting in the same manner that the
Chairman of the Board or the President may call such meeting, and
directors for the unexpired term may be elected at such special
meeting in the manner provided for their election at annual meetings.

         (e) A director elected by the Board of Directors to fill a
vacancy shall serve until the next annual meeting of stockholders and
until a successor is elected and qualifies.  A director elected by the
stockholders to fill a vacancy shall serve for the unexpired term and
until a successor is elected and qualifies.

         Section 9.  Rules and Regulations.
         ---------------------------------

         The Board of Directors may adopt such rules and regulations
for the conduct of its meetings and the management of the affairs of
the Corporation as it may deem proper and not inconsistent with the
laws of the State of Maryland, these Bylaws and the Articles of
Incorporation.

                                       6


<PAGE>

         Section 10.  Executive Committee.
         --------------------------------

         The Board of Directors may constitute an Executive Committee,
composed of at least two directors, from among its members.  The
Executive Committee shall hold office at the pleasure of the Board of
Directors.  Between sessions of the Board of Directors, such Committee
shall have all of the powers of the Board of Directors in the
management of the business and affairs of the Corporation, except
those powers specifically denied by law.  If any position on the
Executive Committee becomes vacant, or if the number of members is
increased, such vacancy may be filled by the Board of Directors.  The
taking of any action by the Executive Committee shall be conclusive
evidence that the Board of Directors was not in session at the time of
such action.  The Executive Committee shall hold formal meetings and
keep minutes of all of its proceedings.  A copy of such minutes shall,
after approval by the members of the Committee, be sent to all
directors as a matter of information.  Any action taken by the
Executive Committee within the limits permitted by law shall have the
force and effect of Board action unless and until revised or altered
by the Board.  The presence of not less than a majority of the
Committee shall be necessary to constitute a quorum.  Action may be
taken without a meeting if a unanimous written consent is signed by
all of the members of the Committee, and if such consent is filed with
the records of the Committee.  The Executive Committee shall have the
power to elect one of its members to serve as its Chairman unless the
Board of Directors shall have designated such Chairman.

         Section 11.  Compensation.
         -------------------------

         The directors may receive a stated salary or an attendance
fee for each meeting of the Board of Directors or any committee
thereof attended, plus reimbursement of reasonable expenses of
attendance.  The amount of the salary or attendance fee and any
entitlement to reimbursement of expenses shall be determined by
resolution of the Board; provided, however, that nothing herein
contained shall be construed as precluding a director from serving the
Corporation in any other capacity and receiving compensation therefor.

         Section 12.  Place of Meetings.
         ------------------------------

         Regular or special meetings of the Board may be held at such
location within the State of Maryland, as the Board may from time to
time determine.  The time and place of meeting may be fixed by the
party calling the meeting.

         Section 13.  Informal Action by the Directors.
         ---------------------------------------------

         Any action required or permitted to be taken at any meeting
of the Board may be taken without a meeting, if a written consent to
such action is signed by all members of the Board and such consent is
filed with the minutes of the Board.

                                  7


<PAGE>


         Section 14.  Telephone Conference.
         ---------------------------------

         Members of the Board of Directors or any committee thereof
may participate in a meeting of the Board or such committee initiated
in Maryland by means of a conference telephone or similar
communications equipment, by means of which all persons participating
in the meeting can hear each other at the same time.  Participation by
such means shall constitute presence in person at the meeting.

         Section 15.  Interested Directors and Officers.
         ----------------------------------------------

         (a) No contract or transaction between the Corporation and
one or more of its directors or officers, or between the Corporation
and any other corporation, partnership, association, or other
organization in which one or more of the Corporation's directors or
officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because
the director or officer is present at or participates in the meeting
of the Board or committee thereof which authorizes the contract or
transaction, or solely because his or her or their votes are counted
for such purpose if such contract or transaction complies with Article
VI of the Articles of Incorporation and:

         (1) The material facts as to his or her relationship or
interest and as to the contract or transaction are disclosed or are
known to the Board of Directors or the committee, and the Board or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or

         (2) The material facts as to his or her relationship or
interest and as to the contract or transaction are disclosed or are
known to the stockholders entitled to vote thereon, and the contract
or transaction is specifically approved in good faith by vote of the
stockholders; or

         (3) The contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof, or the stockholders.

         (b) Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or
transaction.

         Section 16.  Bankruptcy Petition; Bankruptcy of Bethlehem
         ----------------------------------------------------------
Steel Funding, LLC.
------------------

         The Corporation shall not, without an affirmative unanimous
vote of the Board of Directors (including the Independent Directors),
institute proceedings to be adjudicated bankrupt or insolvent; or
consent to the institution of bankruptcy or insolvency proceedings
against it; or file a petition seeking, or consent to, reorganization
or relief

                                 8

<PAGE>

under any applicable federal or state law relating to bankruptcy; or
consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Corporation
or a substantial part of its property; or make any assignment for the
benefit of creditors; or admit in writing its inability to pay its
debts generally as they become due; or take any corporate action in
furtherance of any such action.

         The Corporation shall not, without an affirmative unanimous
vote of the Board of Directors (including the Independent Directors),
participate in or institute proceedings by which Bethlehem Steel
Funding, LLC would be adjudicated bankrupt or insolvent; or consent to
the institution of bankruptcy or insolvency proceedings against
Bethlehem Steel Funding, LLC; or file a petition seeking, or consent
to, the reorganization of Bethlehem Steel Funding, LLC or its relief
under any applicable federal or state law relating to bankruptcy; or
consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of Bethlehem Steel
Funding, LLC or a substantial part of its property; or allow Bethlehem
Steel Funding, LLC to make any assignment for the benefit of creditors
or admit in writing its inability to pay its debts generally as they
become due; or take any corporate action in furtherance of any such
action.

                             ARTICLE III.
                             ------------

         Officers
         --------

         Section 1.  In General.
         ----------------------

         The Board of Directors may choose a Chairman of the Board
from among the directors.  The Board of Directors shall elect a
President, a Treasurer, and a Secretary, and may elect one or more
Vice Presidents, Assistant Secretaries and Assistant Treasurers as the
Board may from time to time deem appropriate.  All officers shall hold
office only during the pleasure of the Board or until their successors
are chosen and qualify.  Any two of the above offices, except those of
President and Vice President, may be held by the same person, but no
officer shall execute, acknowledge or verify any instrument in more
than one capacity when such instrument is required to be executed,
acknowledged or verified by any two or more officers.  The Board of
Directors may from time to time appoint such other agents and
employees with such powers and duties as the Board may deem proper.
In its discretion, the Board of Directors may leave unfilled any
offices except those of President, Treasurer and Secretary.

         Section 2.  Chairman of the Board.
         ---------------------------------

         The Chairman of the Board, if one is elected, shall have the
responsibility for the implementation of the policies determined by
the Board of Directors and for the administration of the business
affairs of the Corporation.  The Chairman shall preside

                                  9


<PAGE>

over the meetings of the Board and of the stockholders if present at
the meeting.  The Chairman shall be the Chief Executive Officer of the
Corporation if so designated by resolution of the Board.

         Section 3.  President.
         ---------------------

         The President shall have the responsibility for the active
management of the business and general supervision and direction of
all of the affairs of the Corporation.  In the absence of a Chairman
of the Board, the President shall preside over the meetings of the
Board and of the stockholders if present at the meeting, and shall
perform such other duties as may be assigned by the Board of Directors
or the Executive Committee.  The President shall have the authority on
the Corporation's behalf to endorse securities owned by the
Corporation and to execute any documents requiring the signature of an
executive officer.  The President shall perform such other duties as
the Board of Directors may direct and shall be the Chief Executive
Officer of the Corporation unless the Chairman of the Board is so
designated by resolution of the Board.  Section 4.  Vice Presidents.

         The Vice Presidents, if any, in the order of priority
designated by the Board of Directors, shall be vested with all the
power and may perform all the duties of the President in the latter's
absence.  They may perform such other duties as may be prescribed by
the Board of Directors, the Executive Committee or the President.

         Section 5.  Treasurer.
         ---------------------

         The Treasurer shall have general supervision over the
Corporation*s finances, and shall perform such other duties as may be
assigned by the Board of Directors or the President.  Unless the Board
designates another officer, the Treasurer shall be the Chief Financial
Officer of the Corporation.  If required by resolution of the Board,
the Treasurer shall furnish a bond (which may be a blanket bond) with
such surety and in such penalty for the faithful performance of duty
as the Board of Directors may from time to time require, the cost of
such bond to be paid by the Corporation.

         Section 6.  Secretary.
         ---------------------

         The Secretary shall keep the minutes of the meetings of the
stockholders and of the Board of Directors and shall attend to the
giving and serving of all notices of the Corporation required by law
or these Bylaws.  The Secretary shall maintain at all times in the
principal office of the Corporation at least one copy of the Bylaws
with all amendments to date, and shall make the same, together with
the minutes of the meeting of the stockholders, the annual statement
of affairs of the Corporation and any voting trust or other
stockholders agreement on file at the office of the Corporation,
available for


                                  10


<PAGE>

inspection by any officer, director or stockholder during reasonable
business hours.  The Secretary shall perform such other duties as may
be assigned by the Board of Directors.

         Section 7.  Assistant Treasurer and Secretary.
         ---------------------------------------------

         The Board of Directors may designate from time to time
Assistant Treasurers and Secretaries, who shall perform such duties as
may from time to time be assigned to them by the Board of Directors or
the President.

         Section 8.  Compensation; Removal; Vacancies.
         --------------------------------------------

         The Board of Directors shall have power to fix the
compensation of all officers of the Corporation.  It may authorize any
committee or officer, upon whom the power of appointing subordinate
officers may have been conferred, to fix the compensation of such
subordinate officers.  The Board of Directors shall have the power at
any regular or special meeting to remove any officer if, in the
judgment of the Board, the best interests of the Corporation will be
served by such removal.  The Board of Directors may authorize any
officer to remove subordinate officers.  The Board of Directors may
authorize the Corporation's employment of an officer for a period in
excess of the term of the Board.  The Board of Directors at any
regular or special meeting shall have power to fill a vacancy
occurring in any office for the unexpired portion of the term.

         Section 9.  Substitutes.
         -----------------------

         The Board of Directors may, from time to time in the absence
of any one of its officers or at any other time, designate any other
person or persons on behalf of the Corporation to sign any contracts,
deeds, notes or other instruments in the place or stead of any of such
officers, and may designate any person to fill any one of said
offices, temporarily or for any particular purpose; and any
instruments so signed in accordance with a resolution of the Board
shall be the valid act of the Corporation as fully as if executed by
any regular officer.

                              ARTICLE IV
                              ----------

         Resignation
         -----------

         Any director or officer may resign from office at any time.
Such resignation shall be made in writing and shall take effect from
the time of its receipt by the Corporation, unless some time be fixed
in the resignation, and then from that date.  The acceptance of a
resignation shall not be required to make it effective.

                                  11


<PAGE>

                              ARTICLE V.
                              ----------

         Commercial Paper, Etc.
         ----------------------

         All bills, notes, checks, drafts and commercial paper of all
kinds to be executed by the Corporation as maker, acceptor, endorser
or otherwise, and all assignments and transfers of stock, contracts,
or written obligations of the Corporation, and all negotiable
instruments, shall be made in the name of the Corporation and shall be
signed by any one or more of the following officers as the Board of
Directors may from time to time designate:  the Chairman of the Board,
the President, any Vice President, or the Treasurer, or such other
person or persons as the Board of Directors or Executive Committee may
from time to time designate.

                             ARTICLE VI.
                             -----------

         Fiscal Year
         -----------

         The fiscal year of the Corporation shall cover such period of
12 months as the Board of Directors may determine.  In the absence of
any such determination, the accounts of the Corporation shall be kept
on a calendar year basis.

                             ARTICLE VII.
                             ------------

         Seal
         ----

         The seal of the Corporation shall be in the form of two
concentric circles inscribed with the name of the Corporation and the
year and State in which it is incorporated.  The Secretary or
Treasurer, or any Assistant Secretary or Assistant Treasurer, shall
have the right and power to attest to the corporate seal.  In lieu of
affixing the corporate seal to any document, it shall be sufficient to
meet the requirements of any law, rule or regulation relating to a
corporate seal to affix the word "(SEAL)" adjacent to the signature of
the person authorized to sign the document on behalf of the
Corporation.

                            ARTICLE VIII.
                            -------------

                                  12


<PAGE>

         Stock
         -----

         Section 1.  Issue.
         -----------------

         Each stockholder shall be entitled to a certificate or
certificates which shall represent and certify the number and class of
shares of stock owned in the Corporation.  Each certificate shall be
signed by the Chairman of the Board, the President or any Vice
President and be countersigned by the Secretary or any Assistant
Secretary or the Treasurer or any Assistant Treasurer.  The signatures
of the Corporation's officers and its corporate seal appearing on
stock certificates may be facsimiles if each such certificate is
authenticated by the manual signature of an officer of a duly
authorized transfer agent.  Stock certificates shall be in such form,
not inconsistent with law and the Articles of Incorporation, as shall
be approved by the Board of Directors.  In case any officer of the
Corporation who has signed any certificate ceases to be an officer of
the Corporation, whether by reason of death, resignation or otherwise,
before such certificate is issued, then the certificate may
nevertheless be issued by the Corporation with the same effect as if
the officer had not ceased to be such officer as of the date of such
issuance.

         Section 2.  Transfers.
         ---------------------

         The Board of Directors shall have power and authority to make
all such rules and regulations as the Board may deem expedient
concerning the issue, transfer and registration of stock certificates.
The Board of Directors may appoint one or more transfer agents and/or
registrars for its outstanding stock, and their duties may be
combined.  No transfer of stock shall be recognized or binding upon
the Corporation until recorded on the books of the Corporation, or, as
the case may be, of its transfer agent and/or of its registrar, upon
surrender and cancellation of a certificate or certificates for a like
number of shares.

         Section 3.  Record Dates for Dividends and Stockholders*
         --------------------------------------------------------
Meeting.
-------

         The Board of Directors may fix a date not exceeding 90 days
preceding the date of any meeting of stockholders, any dividend
payment date or any date for the allotment of rights, as a record date
for the determination of the stockholders entitled to notice of and to
vote at such meeting, or entitled to receive such dividends or rights,
as the case may be, and only stockholders of record on such date shall
be entitled to notice of and to vote at such meeting or to receive
such dividends or rights, as the case may be.  In the case of a
meeting of stockholders, the record date shall be fixed not less than
ten days prior to the date of the meeting.

         Section 4.  New Certificates.
         ----------------------------

                                  13


<PAGE>

In case any certificate of stock is lost, stolen, mutilated or
destroyed, the Board of Directors may authorize the issuance of a new
certificate in place thereof upon such indemnity to the Corporation
against loss and such other terms and conditions as it may deem
advisable.  The Board of Directors may delegate such power to any
officer or officers of the Corporation or to any transfer agent or
registrar of the Corporation; but the Board of Directors, such officer
or officers or such transfer agent or registrar may, in their
discretion, refuse to issue such new certificate save upon the order
of some court having jurisdiction.

                             ARTICLE IX.
                             -----------

         Notice
         ------

         Section 1.  Notice to Stockholders.
         ----------------------------------

         Whenever by law or these Bylaws notice is required to be
given to any stockholder, such notice shall be in writing and may be
given to each stockholder by personal delivery or at the stockholder's
residence or usual place of business, or by mailing it, postage
prepaid, and addressed to the stockholder at the address appearing on
the books of the Corporation or its transfer agent.  Such leaving or
mailing of notice shall be deemed the time of giving such notice.

         Section 2.  Notice to Directors and Officers.
         --------------------------------------------

         Whenever by law or these Bylaws notice is required to be
given to any director or officer, such notice may be given in any one
of the following ways:  by personal delivery to such director or
officer, by telephone communication with such director or officer
personally or by telephone facsimile transmission, by telegram,
cablegram, radiogram, first class mail or by delivery service
providing confirmation of delivery, addressed to such director or
officer at the address appearing on the books of the Corporation.  The
time when such notice shall be consigned to a communication company
for delivery shall be deemed to be the time of the giving of such
notice; if mailed, such notice shall be deemed given 48 hours after
the time it is deposited in the mail, postage prepaid.

         Section 3.  Waiver of Notice.
         ----------------------------

         Notice to any stockholder or director of the time, place
and/or purpose of any meeting of stockholders or directors required by
these Bylaws may be dispensed with if such stockholder shall either
attend in person or by proxy, or if such director shall attend

                                  14


<PAGE>

in person, or if such absent stockholder or director shall, in writing
filed with the records of the meeting either before or after the
holding thereof, waive such notice.

                              ARTICLE X.
                              ----------

         Voting of Stock in Other Corporations
         -------------------------------------

         Any stock in other corporations, which may from time to time
be held by the Corporation, may be represented and voted at any
meeting of stockholders of such other corporations by the President or
a Vice-President or by proxy or proxies appointed by the President or
a Vice-President, or otherwise pursuant to authorization thereunto
given by a resolution of the Board of Directors adopted by a vote of a
majority of the directors.

                             ARTICLE XI.
                             -----------

         Indemnification of Directors and Officers
         -----------------------------------------

         Section 1.  In General.
         ----------------------

         The Corporation shall indemnify any person who was or is a
party or a witness or is threatened to be made a party or a witness to
any threatened, pending or completed action, suit, investigation
(including internal investigations) or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or
in the right of the Corporation) by reason of the fact that he is or
was or has agreed to become a director, officer, employee, fiduciary,
trustee or agent of the Corporation, or is or was serving or has
agreed to serve at the request of the Corporation as a director,
officer, employee, fiduciary, trustee or agent of another corporation,
partnership, joint venture, trust, pension plan, employee benefit or
other similar plan or any other enterprise, or by reason of any action
alleged to have been taken or omitted in such capacity, against costs,
charges, expenses (including attorneys' fees), judgments, fines,
penalties, excise taxes and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with such
action, suit, investigation or proceeding and any appeal therefrom, if
he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful.  The termination of any action,
suit, investigation or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that the person did not act in
good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.


                                  15


<PAGE>

         Section 2.  The Corporation shall indemnify any person who
         ---------
was or is a party or a witness or is threatened to be made a party or
a witness to any threatened, pending or completed action, suit,
investigation (including internal investigations) or proceeding by or
in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was or has agreed to become a
director, officer, employee, fiduciary, trustee of agent of the
Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as a director, officer, employee,
fiduciary, trustee or agent of another corporation, partnership, joint
venture, trust, pension plan, employee benefit or other similar plan
or any other enterprise, or by reason of any action alleged to have
been taken or omitted in such capacity, against costs, charges and
expenses (including attorneys' fees) actually and reasonably incurred
by him or on his behalf in connection with the defense or settlement
of such action, suit, investigation or proceeding and any appeal
therefrom, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Corporation except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent
that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such costs,
charges and expenses which the court shall deem proper.

         Section 3.  Notwithstanding the other provisions of these
         ---------
By-laws, to the extent that a director, officer, employee, fiduciary,
trustee or agent of the Corporation has been successful on the merits
or otherwise, including, without limitation, the dismissal of an
action without prejudice, in defense of any action, suit,
investigation or proceeding referred to in Sections 1 and 2 of this
Article, or in defense of any claim, issue or matter therein, he shall
be indemnified against all costs, charges and expenses (including
attorneys' fees) actually and reasonably incurred by him or on his
behalf in connection therewith.

         Section 4.  Any indemnification under Sections 1 and 2 of
         ---------
this Article (unless ordered by a court) shall be paid by the
Corporation unless a determination is made (a) by the Board of
Directors in accordance with these By-laws, provided that the quorum
consists of directors who were not parties to such action, suit,
investigation or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, or (c) by the stockholders, that indemnification of the
director, officer, employee, fiduciary, trustee or agent is not proper
in the circumstances because he has not met the applicable standard of
conduct set forth in Sections 1 and 2 of this Article.

         Section 5.  Costs, charges and expenses (including attorney's
         ---------
fees) incurred by a person referred to in Sections 1 and 2 of the
Article in defending a civil or criminal action, suit, investigation
or proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit, investigation or proceeding;
provided, however, that the payment of such costs, charges and
expenses incurred by a director or officer of the Corporation in his
capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or
officer) in advance of the final disposition of such action, suit,
investigation or proceeding shall be made only upon receipt of a
written undertaking (in the form of an unsecured promissory note) by
or on behalf of the director or officer to repay all amounts so
advanced in the event that it shall ultimately be determined that such
director or officer is not entitled to be indemnified by the
Corporation as authorized in these By-laws.  Such costs, charges and
expenses incurred by other employees, fiduciaries, trustees and agents
may be so paid in advance upon such terms and conditions, if

                                  16


<PAGE>

any, as the Board of Directors deems appropriate.  The Board of
Directors may, in the manner set forth above, and upon approval of
such director, officer, employee, fiduciary, trustee or agent of the
Corporation, authorize the Corporation's counsel to represent such
person, in any action, suit, investigation or proceeding, whether or
not the Corporation is a party to such action, suit, investigation or
proceeding.

         Section 6.  Any indemnification under Sections 1, 2 and 3, or
         ---------
advance of costs, charges and expenses under Section 5 of this
Article, shall be made promptly, and in any event within sixty (60)
days, upon the written request of the director, officer, employee,
fiduciary, trustee or agent.  The right to indemnification or advances
as granted by these By-laws shall be specifically enforceable by the
director, officer, employee, fiduciary, trustee or agent in any court
of competent jurisdiction, if the Corporation denies such request, in
whole or in part, or if no disposition thereof is made within sixty
(60) days.  Such person's costs and expenses incurred in connection
with successfully establishing his right to indemnification or
advances, in whole or in part, in any such action shall also be
indemnified by the Corporation.  It shall be a defense to any such
action (other than an action brought to enforce a claim for the
advance of costs, charges and expenses under Section 5 of this Article
where the required undertaking, if any, has been received by the
Corporation) that the claimant has not met the standard of conduct set
forth in Sections 1 and 2 of this Article, but the burden of proving
such defense shall be on the Corporation.  Neither the failure of the
Corporation (including its Board of Directors, its independent legal
counsel, and its stockholders) to have made a determination prior to
the commencement of such action that indemnification of the claimant
is proper in the circumstances because he has met the applicable
standard of conduct set forth in Sections 1 or 2 of this Article, nor
the fact that there has been an actual determination by the
Corporation (including its Board of Directors, its independent legal
counsel, and its stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable
standard of conduct.

         Section 7.  The rights to indemnification and advances
         ---------
provided by these By-laws shall be construed so as to mandate
indemnification and advancement of expenses to the fullest extent
permitted by applicable law and such indemnification and advancement
of expenses shall be made unless expressly prohibited by applicable
law.  Indemnification and advancement of expenses hereunder shall not
be deemed exclusive of any rights to which a person seeking
indemnification and/or advances may be entitled under the
Corporation's Articles of Incorporation (as amended or restated), any
law (common or statutory), agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding
office or while employed by or acting as an agent for the Corporation,
and shall continue as to a person who has ceased to be a director,
officer, employee, fiduciary, trustee or agent, and shall inure to the
benefit of the estate, heirs, executors and administrators of such
person.  All rights to indemnification and advances under these
By-laws shall be deemed to be a contract between the Corporation and
each director, officer, employee, fiduciary, trustee or agent of the
Corporation who serves or served in such capacity at any time while
these indemnification provisions of the By-laws are in effect.  Any
repeal or modification of these indemnification provisions of the
By-laws or any repeal or modification of relevant provisions of the
applicable corporation or other laws shall not in any way diminish any
rights to indemnification and/or advances of such director, officer,
employee, fiduciary, trustee or agent or the obligations of the
Corporation arising hereunder.

                                  17

<PAGE>

         Section 8.  The Corporation shall have the authority to
         ---------
purchase and maintain insurance on behalf of any person who is or was
or has agreed to become a director, officer, employee, fiduciary,
trustee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee,
fiduciary, trustee or agent of another corporation, partnership, joint
venture, trust, pension plan, employee benefit or other similar plan
or other enterprise against any liability asserted against him and
incurred by him or on his behalf in any such capacity, or arising out
of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of
these By-laws.

         Section 9.  If these indemnification provisions of the
         ---------
By-laws or any portion hereof shall be invalidated on any ground by
any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify and provide advances to each director, officer,
employee, fiduciary, trustee and agent of the Corporation as to costs,
charges and expenses (including attorneys' fees), judgments, fines,
penalties, excise taxes and amounts paid in settlement with respect to
any action, suit, investigation or proceeding, whether civil,
criminal, administrative or investigative, including an action by or
in the right of the Corporation, to the full extent permitted by any
applicable portion of these By-laws that shall not have been
invalidated and to the full extent permitted by applicable law.  The
phrase "to the full extent permitted" contained in this paragraph
shall be construed so as to mandate indemnification and advancement of
expenses unless expressly prohibited by applicable law.

         Section 10.  For the purposes of these By-laws, any person
         ----------
who is or was a director, officer, employee, fiduciary, trustee or
agent of another corporation, partnership, joint venture, trust,
pension plan, employee benefit or other similar plan or any other
enterprise in which the Corporation owns or controls or at the time
owned or controlled, directly or indirectly, fifty percent (50%) or
more of the ownership interests shall be conclusively presumed to be
serving or to have served in such capacity at the request of the
Corporation.

         Section 11.  Notwithstanding anything to the contrary
         ----------
contained in this Article XI, the right to indemnification (including
any costs, charges and expenses with respect thereto) in this Article
XI is expressly subordinated as a claim against the Corporation or any
of its assets to the prior claims and rights of the Buyers to receive
payment under the Buyers' Certificates (as those terms are defined in
the Articles of Incorporation of the Corporation).

                             ARTICLE XII.
                             ------------

         Amendments
         ----------

         These Bylaws may be added to, altered, amended, repealed or
suspended only by a vote of a majority of the Board of Directors,
including the unanimous vote of the Independent Directors, at any
regular or special meeting of the
Board.

                                       18


<PAGE>

                                                  EXHIBIT M

                        PERFECTION CERTIFICATE

         The undersigned, the chief financial officer and chief
accounting officer of Bethlehem Steel Corporation, a Delaware
corporation (the "Seller"), hereby certify with reference to the
Purchase and Sale Agreement dated as of September 12, 1995 between the
Seller and Bethlehem Steel Funding, LLC, a Maryland limited liability
company ("BSF"):

         1.  Names.  (a)(i) The exact corporate name of the Seller as
             -----
it appears in its certificate of incorporation and (ii) the exact name
of BSF as it appears in its articles of organization, is as follows:
Seller:  Bethlehem Steel Corporation BSF:  Bethlehem Steel Funding,
LLC

         (b) The following is a list of all other names (including
trade names or similar appellations) used by the Seller or any of its
divisions or other unincorporated business units which produce or have
produced goods which have given rise to accounts receivable at any
time during the past five years:

         2.  Current Locations.  (a) The chief executive offices of
             -----------------
each of the Seller and BSF are located at the following address:

Seller
Mailing Address          County                State
---------------          ------                -----


<PAGE>

BSF
Mailing Address          County                State
---------------          ------                -----

         (b) The following are all the locations in the United States
of America where the Seller or BSF maintain any books or records
relating to any accounts receivable:  Seller

Seller
Mailing Address          County                State
---------------          ------                -----


BSF
Mailing Address          County                State
---------------          ------                -----



         (c) The following are all the places of business of the
Seller not identified above which are located in states in which the
chief executive office of the Seller or any books or records relating
to accounts receivable are located:


Mailing
Name            Address           County              State
-------         -------           ------              -----




         3.  Prior Locations.  Set forth below is the information
             ---------------
required by subparagraphs (a), (b) and (c) of paragraph 2 with respect
to each location or place of business not identified

                                  2


<PAGE>

in Paragraph 2 and maintained by the Seller at any time during the
past five years in a state in which it maintained a location or place
of business during the past four months:


Mailing Address          County                State
---------------          ------                -----


         4.  Origination of Receivables.  All accounts receivable of
             --------------------------
the Seller have been originated by the Seller (and not by any of its
subsidiaries or affiliates) in the ordinary course of the Seller's
business.

         5.  File Search Reports.  Attached hereto as Schedule 5(A) is
             -------------------
a true copy of a file search report from the Uniform Commercial Code
filing officer in each jurisdiction identified in paragraph 2 or 3
above with respect to each name set forth in paragraph 1 above.
Attached hereto as Schedule 5(B) is a true copy of each financing
statement or other filing identified in such file search reports.

         6.  UCC Filings.  A duly signed financing statement on Form
             -----------
UCC-1 in substantially the form of Schedule 6(A), with respect to the
Seller, or 6(B), with respect to BSF, has been duly filed in the
Uniform Commercial Code filing office in each jurisdiction identified
in paragraph 2(a) and 2(b) hereof with respect to the Seller or BSF,
as relevant.  Attached hereto as Schedule 6(C) is a true copy of each
such filing acknowledged by the filing officer.

         7.  Schedule of Filings.  Attached hereto as Schedule 7 is a
             -------------------
schedule setting forth filing information with respect to the filings
described in paragraph 6 above.

         8.  Filing Fees.  All filing fees and taxes payable in
             -----------
connection with the filings described in paragraph 6 above have been
paid.  IN WITNESS WHEREOF, we have hereunto set our hands this ___ day
of September, 1995.

                          ____________________________
                          Title:


                                  3

<PAGE>

                          ____________________________
                          Title:

                                  4


<PAGE>

                                                     SCHEDULE 6(A)

         Description of Collateral:
         -------------------------

         Bethlehem Steel Corporation as Debtor; Bethlehem Steel
Funding, LLC, as Secured Party; J.P. Morgan Delaware as Structuring
and Collateral Agent, Assignee of the Secured Party.

         All accounts, contract rights, instruments, chattel paper and
general intangibles related thereto and all such other collateral as
is described below, in each case whether now owned or hereafter
acquired or arising and wherever located:

         (i) All receivables originated in connection with the sale of
goods or the provision of services by Bethlehem Steel Corporation,
whether such receivables constitute accounts, contract rights,
instruments, chattel paper or general intangibles related thereto;

         (ii) with respect to each such receivable, (x) all of the
interest, if any, of Bethlehem Steel Corporation in the goods
(including returned goods) the sale of which by Bethlehem Steel
Corporation gave rise to such receivable, (y) all other security
interests or liens and property subject thereto from time to time, if
any, securing payment of such receivable, and (z) all guarantees,
letters of credit, insurance or other agreements or arrangements of
any kind from time to time supporting or securing payment of such
receivable;

         (iii) with respect to each such receivable, (y) all amounts,
whether in the form of cash, checks, drafts, other instruments or
electronic funds transfer, received in any lockbox, lockbox account or
collection account in payment of such receivable, including without
limitation, all amounts received on account of finance charges and
fees with respect to such receivable, and (z) all cash proceeds of the
collateral referred to in clause (ii) above with respect to such
receivable;

         (iv) all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any and all of the
foregoing; and

         (v) all substitutions for and proceeds of any of the
foregoing (whether such proceeds constitute accounts, contract rights,
instruments, chattel paper, inventory, equipment, documents or general
intangibles) and, to the extent not otherwise included, all payments
under insurance or any indemnity, warranty or guaranty, payable by
reason of loss or damage to or otherwise with respect to any of the
foregoing.



<PAGE>


                                                   SCHEDULE 6(B)

         Description of Collateral:
         -------------------------

         Bethlehem Steel Funding, LLC as Debtor; J.P.  Morgan Delaware
as Structuring and Collateral Agent, as Secured Party.

         All accounts, contract rights, instruments, chattel paper and
general intangibles related thereto and all such other collateral as
is described below, in each case whether now owned or hereafter
acquired or arising and wherever located:

         (i) all receivables originated in connection with the sale of
goods or the provision of services by Bethlehem Steel Corporation,
whether such receivables constitute accounts, contract rights,
instruments, chattel paper or general intangibles related thereto;

         (ii) with respect to each such receivable, (x) all of the
interest, if any, of Bethlehem Steel Corporation in the goods
(including returned goods) the sale of which by Bethlehem Steel
Corporation gave rise to such receivable, (y) all other security
interests or liens and property subject thereto from time to time, if
any, securing payment of such receivable, and (z) all guarantees,
letters of credit, insurance or other agreements or arrangements of
any kind from time to time supporting or securing payment of such
receivable;

         (iii) with respect to each such receivable, (w) all amounts,
whether in the form of cash, checks, drafts, other instruments or
electronic funds transfer, received in any lockbox, lockbox account or
collection account in payment of such receivable, including without
limitation, all amounts received on account of finance charges and
fees with respect to such receivable, (x) all cash proceeds of the
collateral referred to in clause (ii) above with respect to such
receivable, (y) all amounts paid with respect to such receivable
pursuant to the Receivables Purchase Agreement referred to below and
(z) any amounts paid or credited by Bethlehem Steel Corporation to
Bethlehem Steel Funding, LLC in respect of such receivable pursuant to
the Purchase and Sale Agreement between Bethlehem Steel Corporation,
as Seller, and Bethlehem Steel Funding, LLC, as Purchaser, as the same
may be amended from time to time;

         (iv) all bank accounts of Bethlehem Steel Funding, LLC,
including (a) the Cash Collateral Account maintained pursuant to the
Receivables Purchase Agreement among Bethlehem Steel Funding, LLC,
Bethlehem Steel Credit Affiliate One, Inc., Bethlehem Steel Credit
Affiliate Two, Inc., Bethlehem Steel Corporation, as Servicer, the
financial institutions listed therein, as Buyers, Morgan Guaranty
Trust Company of New York, as Administrative



<PAGE>

Agent and J.P.  Morgan Delaware, as Structuring and Collateral Agent,
as the same may be amended from time to time (the "Receivables
Purchase Agreement") and all funds held therein, all income from the
investment of funds in such Cash Collateral Account and all
certificates and instruments, if any, from time to time representing
or evidencing such Cash Collateral Account or such investments; (b)
the Collection Account maintained pursuant to the Receivables Purchase
Agreement and all funds held therein, all income from the investment
of funds in such Collection Account and all certificates and
instruments, if any, from time to time representing or evidencing such
Collection Account or such investments; and (c) all lockboxes, all
lockbox accounts and all funds held therein, all income from the
investment of funds in the lockbox accounts and all certificates and
instruments, if any, from time to time in such lockboxes or
representing or evidencing lockbox accounts;

         (v) all right, title and interest of Bethlehem Steel Funding,
LLC in, to and under the aforesaid Purchase and Sale Agreement,
including all monies due and to become due to Bethlehem Steel Funding,
LLC under or in connection therewith, whether as receivables or fees,
expenses, costs, indemnities, insurance recoveries, damages for breach
or otherwise, and all rights, remedies, powers, privileges and claims
of Bethlehem Steel Funding, LLC under or with respect to the aforesaid
Purchase and Sale Agreement (whether arising pursuant to the terms of
such agreement or otherwise available at law or in equity);

         (vi) all right, title and interest of Bethlehem Steel
Funding, LLC in, to and under each of the other agreements, documents
and instruments (excluding the aforesaid Receivables Purchase
Agreement) (whether as an original party thereto, as assignee or
otherwise) as may be entered into and delivered in connection with the
transactions contemplated by the aforesaid Receivables Purchase
Agreement or the aforesaid Purchase and Sale Agreement, including all
monies due and to become due to Bethlehem Steel Funding, LLC under or
in connection with such agreements, documents and instruments, and all
rights, remedies, powers, privileges, benefits and claims of Bethlehem
Steel Funding, LLC under or with respect to such agreements, documents
and instruments (whether arising pursuant to the terms of such
agreements, documents and instruments or otherwise available at law or
in equity);

         (vii) all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any and all of the
foregoing; and

         (viii) all substitutions for and proceeds of any of the
foregoing (including, without limitation, accounts, contract rights,
instruments, chattel paper, inventory, documents or general
intangibles) and, to the extent not otherwise included, all payments
under insurance or any indemnity, warranty or guaranty, payable by
reason of loss or damage to or otherwise with respect to any of the
foregoing.

                                  2


<PAGE>

                                                 SCHEDULE 7

                         SCHEDULE OF FILINGS

Debtor     Filing Officer     File Number     Date of Filing*
------     --------------     -----------     --------------








_______________

* Indicate lapse date, if other than fifth anniversary.



<PAGE>


                                              EXHIBIT N

             [Letterhead of Bethlehem Steel Corporation]

                                         September 12, 1995

Electronic Data Systems Corporation
7171 Forest Lane
Dallas, Texas 75230

Ladies and Gentlemen:

         We refer to our Information Technology Partnership Agreement
(the "Agreement") dated as of December 21, 1992.  In connection with a
receivables facility pursuant to which we are selling substantially
all of our accounts receivable, J.P.  Morgan Delaware, as Collateral
Agent, on behalf of the financial institutions participating in such
receivables facility, has requested your consent to an assignment of
certain portions of the Agreement under certain circumstances.
Accordingly, if the Collateral Agent notifies you that we are no
longer responsible for servicing, administering and collecting
accounts receivable under the receivables facility, in order for the
appropriate parties to have access to necessary information with
regards to accounts receivable or the collection thereof,
notwithstanding anything to the contrary contained in the Agreement,
you hereby consent to our assignment of any portion of the Agreement
in respect of Services (as defined in the Agreement) relating to
accounts receivable or the collection thereof to a successor servicer
engaged by the Collateral Agent.

         This consent may not be terminated or modified without the
prior written consent of the Collateral Agent.



<PAGE>

         Please acknowledge your consent by signing the two copies of
this letter enclosed herewith in the space provided below and
returning the signed copies to us.

                           Very truly yours,

                           BETHLEHEM STEEL CORPORATION

                           By:______________________

                              Name:____________________

                              Title:___________________


Acknowledged and consented to:

ELECTRONIC DATA SYSTEMS CORPORATION

By:______________________

Name:____________________

Title:___________________



                                  2

<PAGE>


                                                EXHIBIT O

             Form of Concentration Limit Amendment Notice

             [Letterhead of Bethlehem Steel Funding, LLC]

                                                 [Date]

Morgan Guaranty Trust
Company of New York, as
Administrative Agent
60 Wall Street
New York, New York 10260


J.P. Morgan Delaware, as Structuring
and Collateral Agent
902 Market Street
Wilmington, Delaware 19801

The Buyers (as defined in the
Receivables Purchase Agreement
as referred to below)

Standard & Poor's Ratings Group
26 Broadway



<PAGE>

New York, New York 10004
Attn: Asset-Backed Surveillance

Ladies and Gentlemen:

         This Concentration Limit Amendment Notice is being delivered
to you pursuant to Section 11.5 of the Receivables Purchase Agreement
dated as of September 12, 1995 (the "Agreement") among Bethlehem Steel
Funding, LLC ("BSF"), Bethlehem Steel Credit Affiliate One, Inc.,
Bethlehem Steel Credit Affiliate Two, Inc., Bethlehem Steel
Corporation (the "Seller"), as Servicer, the financial institutions
listed on the signature pages thereof, as Buyers, Morgan Guaranty
Trust Company of New York, as Administrative Agent and J.P.  Morgan
Delaware, as Structuring and Collateral Agent.  Terms defined in the
Agreement and not otherwise defined herein are used herein with the
meanings so defined.

         Section 1.1 of the Agreement is amended by [set forth changes
to the definition of Concentration Limit (including any changes to
Schedule 2)].

         This amendment shall be governed by and construed in
accordance with the laws of the State of New York.

         This amendment may be signed in any number of counterparts,
each of which shall be an original with the same effect as if the
signatures thereto and hereto were upon the same instrument.  This
amendment shall become effective the later of (i) the date on which
the Administrative Agent shall have received duly executed
counterparts hereof signed by the Required Buyers, and (ii) the date
on which the Administrative Agent receives evidence satisfactory to it
that the rating then assigned to the Buyers' Certificates has been
reaffirmed by S&P.

                          Very truly yours,

                          BETHLEHEM STEEL
                            FUNDING, LLC

                          By
                            -----------------------
                            Title:

Acknowledged and Agreed to:



[BUYERS]


                                  2

<PAGE>

                          By:
Title:                        ----------------------




                                  3


<PAGE>


                                           EXHIBIT P

                 ASSIGNMENT AND ASSUMPTION AGREEMENT

         AGREEMENT dated as of _________, 19__ among [NAME OF
ASSIGNOR] (the "Assignor"), [NAME OF ASSIGNEE] (the "Assignee"),
BETHLEHEM STEEL FUNDING, LLC ("BSF"), MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Administrative Agent (the "Administrative Agent") and the
L/C Issuing Banks listed on the signature pages hereof.

         WHEREAS, this Assignment and Assumption Agreement (the
"Agreement") relates to the Receivables Purchase Agreement dated as of
September 12, 1995 among BSF, Bethlehem Steel Credit Affiliate One,
Inc., Bethlehem Steel Credit Affiliate Two, Inc., Bethlehem Steel
Corporation, as Servicer, the Assignor and the other financial
institutions party thereto, as Buyers, the Administrative Agent and
J.P.  Morgan Delaware, as Structuring and Collateral Agent (the
"Receivables Purchase Agreement");

         WHEREAS, as provided under the Receivables Purchase
Agreement, the Assignor has a Commitment to participate in Purchases
from BSF in an aggregate amount at any time not to exceed $__________;

         WHEREAS, on the date hereof, the Assignor's pro rata share of
the Aggregate Net Investment under the Receivables Purchase Agreement
is in the aggregate amount of $__________;

         WHEREAS, the Assignor proposes to assign to the Assignee all
of the rights of the Assignor under the Receivables Purchase Agreement
in respect of a portion of its Commitment thereunder in an amount
equal to $__________, together with a corresponding portion of its pro
rata share of the Aggregate Net Investment (the "Assigned Amount"),
and the Assignee proposes to accept assignment of such rights and
assume the corresponding obligations from the Assignor on such terms;
and

         WHEREAS, the Assignor concurrently proposes to assign all of
the rights of the Assignor under the Inventory Credit Agreement in
respect of a portion of its Inventory Commitment thereunder, together
with a corresponding portion of its outstanding loans thereunder.

         NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements contained herein, the parties hereto agree as
follows:

                                  4


<PAGE>

         SECTION 1.  Definitions.  All capitalized terms not otherwise
                     -----------
defined herein shall have the respective meanings set forth in the
Receivables Purchase Agreement.

         SECTION 2.  Assignment.  The Assignor hereby assigns and
                     ----------
sells to the Assignee all of the rights of the Assignor under the
Receivables Purchase Agreement to the extent of the Assigned Amount,
and the Assignee hereby accepts such assignment from the Assignor and
assumes all of the obligations of the Assignor under the Receivables
Purchase Agreement to the extent of the Assigned Amount, including the
purchase from the Assignor of the corresponding portion of the
Assignor's pro rata share of the Aggregate Net Investment at the date
hereof.  Upon the execution and delivery hereof by the Assignor, the
Assignee, the L/C Issuing Banks, and if required pursuant to Section
4, BSF and the Administrative Agent, and the payment of the amounts
specified in Section 3 required to be paid on the date hereof (i) the
Assignee shall, as of the date hereof, succeed to the rights and be
obligated to perform the obligations of a Buyer under the Receivables
Purchase Agreement with a Commitment in an amount equal to the
Assigned Amount, and (ii) the Commitment of the Assignor shall, as of
the date hereof, be reduced by a like amount and the Assignor released
from its obligations under the Receivables Purchase Agreement to the
extent such obligations have been assumed by the Assignee.  The
assignment provided for herein shall be without recourse to the
Assignor.

         SECTION 3.  Payments.  As consideration for the assignment
                     --------
and sale contemplated in Section 2 hereof, the Assignee shall pay to
the Assignor on the date hereof in Federal funds the amount heretofore
agreed between them.  It is understood that commitment and/or facility
fees accrued to the date hereof are for the account of the Assignor
and such fees accruing from and including the date hereof are for the
account of the Assignee.  Each of the Assignor and the Assignee hereby
agrees that if it receives any amount under the Receivables Purchase
Agreement which is for the account of the other party hereto, it shall
receive the same for the account of such other party to the extent of
such other party's interest therein and shall promptly pay the same to
such other party.

         SECTION 4.  Consent of BSF and the Administrative Agent.
                     -------------------------------------------
This Agreement is conditioned upon the consent of BSF, if required,
the Administrative Agent and each L/C Issuing Bank pursuant to Section
11.6(c) of the Receivables Purchase Agreement.  The execution of this
Agreement by BSF, the Administrative Agent and each L/C Issuing Bank
is evidence of this consent.  Pursuant to Section 11.6(c), BSF agrees
to execute and deliver a Buyer's Certificate to the Assignee to
evidence the assignment and assumption provided for herein.

         SECTION 5.  Non-Reliance on Assignor.  The Assignor makes no
                     ------------------------
representation or warranty in connection with, and shall have no
responsibility with respect to, the solvency, financial condition, or
statements of BSF, or the validity and enforceability of the
obligations of BSF in respect of the Receivables Purchase Agreement.
The Assignee acknowledges that it has, independently and without
reliance on the Assignor, and based on such documents and information
as it has deemed appropriate, made its own purchase analysis and
decision to enter into this Agreement and will continue to be
responsible for making its own independent appraisal of the business,
affairs and financial condition of BSF.

                                  5


<PAGE>

         SECTION 6.  Governing Law.  This Agreement shall be governed
                     -------------
by and construed in accordance with the laws of the State of New York.

         SECTION 7.  Counterparts.  This Agreement may be signed in
                     ------------
any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the
same instrument.

                                  6


<PAGE>


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

                             [NAME OF ASSIGNOR]

                             By
                               ----------------------------
                               Name:
                               Title:

                             [NAME OF ASSIGNEE]

                             By
                               ----------------------------
                               Name:
                               Title:

                             [BETHLEHEM STEEL FUNDING, LLC

                             By
                               ----------------------------]
                               Name:
                               Title:

                             MORGAN GUARANTY TRUST COMPANY
                               OF NEW YORK,
                               as Administrative Agent

                             By
                               ----------------------------
                               Name:
                               Title:

                             MORGAN GUARANTY TRUST COMPANY
                             OF NEW YORK, as L/C Issuing
                               Bank


                                  7

<PAGE>


                             By
                               ----------------------------
                               Name:
                               Title:

                             CHEMICAL BANK, as L/C Issuing
                               Bank

                             By
                               ----------------------------
                               Name:
                               Title:

                             THE LONG-TERM CREDIT BANK OF
                             JAPAN, LTD., as L/C Issuing
                               Bank

                             By
                               ----------------------------
                               Name:
                               Title:



                                  8

<PAGE>