Exhibit 4(d)

                                                 CONFORMED COPY

           AMENDED AND RESTATED INVENTORY CREDIT AGREEMENT

         AMENDED AND RESTATED INVENTORY CREDIT AGREEMENT dated as of
June 17, 1999 among BETHLEHEM STEEL CORPORATION, the Lenders listed on
the signature pages hereof and MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Administrative Agent and Structuring and Collateral Agent.

                        W I T N E S S E T H :

         WHEREAS, the parties hereto have heretofore entered into an
Inventory Credit Agreement dated as of September 12, 1995, which was
amended and restated by an Amended and Restated Inventory Credit
Agreement dated as of June 5, 1997 and an Amended and Restated
Inventory Credit Agreement dated as of June 19, 1998 (as so amended
and restated, the "Agreement"), and

         WHEREAS, the parties hereto desire to amend the Agreement to
increase the aggregate Commitments (as defined in the Agreement) from
$260,000,000 to $320,000,00 and to restate the Agreement in its
entirety to read as set forth in the Agreement with the amendments
specified below;

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1.  Definitions; References.  Unless otherwise
                     -----------------------
specifically defined herein, each capitalized term used herein which
is defined in the Agreement shall have the meaning assigned to such
term in the Agreement.  Each reference to "hereof", "hereunder",
"herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the effective date
hereof refer to the Agreement as amended and restated hereby.



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         SECTION 2.  Amendments to Definitions.  Section 1.1 of the
                     -------------------------
Agreement is amended as follows:

         (i) The definition of "Borrower's 1997 Form 10-K" is amended
by replacing "1997" in each place where it appears with "1998".

         (ii) The definition of "Borrower's Latest Form 10-Q" is
amended by replacing "1998" with "1999".

         (iii) The definition of "Eligible Inventories" is amended by
replacing "1997" with "1998".

         (iv) The definition of "Borrowing Base" is amended by
changing clause (x) therein to read as follows:

              "(x) the Borrowing Base shall at no time exceed an
         amount equal to the product of 1.4 times the Receivables
         Maximum Purchase Price at such time."

         (v) Clause (i) of the definition of "Commitment" is
superceded by the provisions of Section 5 of this Amendment and
Restatement.

         SECTION 3.  Amendment to Conditions to Borrowings.  Section
                     -------------------------------------
3.2(c) of the Agreement is amended by changing clause (ii) therein to
read as follows:

              "(ii) the product of 1.4 times the Receivables Maximum
         Purchase Price;"

         SECTION 4.  Updated and Amended Representations.  (a) Each
                     -----------------------------------
reference to "1997" in Section 4.4(a) of the Agreement is changed to
"1998".

         (b) Each reference to "March 31, 1998" in Section 4.4 of the
Agreement is changed to "March 31, 1999".

         (c) Article 4 of the Agreement is amended by adding thereto a
new Section 4.10 reading as follows:

              Section 4.10.  Year 2000.  The Borrower represents and
         warrants that the computer applications of the Borrower
         material to the conduct of its businesses and operations,
         considered as a whole, recognize and perform date sensitive
         functions involving dates prior to and after December 31,
         1999.


                                       2


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         SECTION 5.  Changes in Commitments.  With effect from and
                     ----------------------
including the 1999 Effective Date (as defined in Section 8 of this
Amendment and Restatement), (i) each Person listed on the signature
pages hereof that is not a party to the Agreement (a "New Lender")
shall become a Lender party to the Agreement and (ii) the Commitment
of each Lender shall be the amount set forth opposite the name of such
Lender on the signature pages hereof.  The calculation of accrued Fees
payable to each Lender on the first Quarterly Date or other date after
the 1999 Effective Date on which Fees are payable shall reflect any
additions to and changes in the Commitments of the Lenders made
pursuant to this Section 5 and, notwithstanding the provisions of
Section 2.13 of the Agreement, shall be paid to each Lender
accordingly.  If Loans are outstanding on the 1999 Effective Date and,
as a result of additions to and changes in the Commitments of the
Lenders, such Loans are not held by the Lenders ratably in proportion
to their Commitments, the Lenders (including New Lenders) shall, as
appropriate, buy and sell such Loans such that, after giving effect to
such purchases, such Loans are held ratably, and Section 2.14 of the
Agreement shall apply to any such purchases.

         SECTION 6.  Representations and Warranties.  The Borrower
                     ------------------------------
hereby represents and warrants that as of the 1999 Effective Date
(after giving effect hereto):

         (a) no Default, Increased Coverage Event or Potential
Termination Event or Termination Event (as such latter two terms are
defined in the Receivables Purchase Agreement) will have occurred and
be continuing;and

         (b) each representation and warranty of the Borrower set
forth in the Agreement, after giving effect to this Amendment and
Restatement, will be true and correct.

         SECTION 7.  Governing Law.  This Amendment and Restatement
                     -------------
shall be governed by and construed in accordance with the laws of the
State of New York.

         SECTION 8.  Counterparts; Effectiveness.  This Amendment and
                     ---------------------------
Restatement 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 and
Restatement shall become effective as of the date (the "1999 Effective
Date", which must be not later than June 30, 1999) on which each of
the following conditions shall have been satisfied:

              (i) receipt by the Administrative Agent of duly executed
         counterparts hereof signed by each of the parties hereto (or,
         in the case of any Lender as to which an executed counterpart
         shall not have been


                                       3


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received, the Agent shall have received telegraphic, telex or other
written confirmation from such Lender of execution of a counterpart
hereof by such Lender) with the endorsed acknowledgment and agreement
of each Special Purpose Member, as provided on the signature pages
hereof;

         (ii) receipt by the Administrative Agent of Notes for the New
Lenders;

         (iii) receipt by the Administrative Agent of (x) a
certificate of the secretary or an assistant secretary of the Borrower
certifying as of the 1999 Effective Date (A) as to no amendments to
the certificate of incorporation or By-laws of the Borrower and (B) as
to no liquidation or dissolution proceeding; (y) the certificate of
incorporation of the Borrower certified as of a date reasonably near
the 1999 Effective Date by the Secretary of State of the State of
Delaware; and (z) a good standing certificate for the Borrower issued
by the Secretary of State of the State of Delaware, dated a date
reasonably near the 1999 Effective Date;

         (iv) receipt by the Administrative Agent of opinions of
counsel reasonably satisfactory to the Administrative Agent;

         (v) receipt by the Administrative Agent of a certificate
dated the 1999 Effective Date signed by the Chief Financial Officer,
Treasurer or Controller of the Borrower as to the accuracy of the
representations and warranties set forth in Section 6 of this
Amendment and Restatement;

         (vi) receipt by the Administrative Agent for the account of
each Lender of an amendment fee in an amount equal to 0.1% of such
Lender's Commitment as set forth on the signature pages hereto; and

         (vii) the Amendment and Restatement dated as of June 17, 1999
of the Receivables Purchase Agreement shall have become, or
concurrently shall become, effective.

The Administrative Agent shall promptly notify the Borrower and the
Lenders of the effectiveness of this Amendment and Restatement, and
such notice shall be conclusive and binding on all parties hereto.


                                       4


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Restatement to be duly executed by their respective
authorized officers as of the day and year first above written.

                    BETHLEHEM STEEL CORPORATION


                    By: /s/ Gary L. Millenbruch
                        -----------------------------------
                        Title: EVP, Chief Financial Officer
                               and Treasurer
                               1170 Eighth Avenue
                               Bethlehem, PA 18016

                               Telephone: (610) 694-2603
                               Facsimile: (610) 694-1258
                               Attention: Leonard M. Anthony


ACKNOWLEDGED AND AGREED:

BETHLEHEM STEEL CREDIT AFFILIATE ONE, INC.


By /s/ Gary L. Millenbruch
   ------------------------------------
   Title: Authorized Agent

5111 North Point Boulevard
Sparrows Point, MD 21219-1014

Telephone: 410-388-7781
Facsimile: 410-388-7783
Attention: D.K. Schoenen, President


BETHLEHEM STEEL CREDIT AFFILIATE TWO, INC.


By /s/ Gary L. Millenbruch
   --------------------------------------
   Title: Authorized Agent

5111 North Point Boulevard
Sparrows Point, MD 21219-1014

Telephone: 410-388-7781
Facsimile: 410-388-7783
Attention: D.K. Schoenen, President

                                  5



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           Signature page to June 17, 1999 Bethlehem Steel
           Amended and Restated Inventory Credit Agreement


                                 MORGAN GUARANTY TRUST
                                 COMPANY OF NEW YORK,
                                   as Administrative Agent,
                                   Structuring and Collateral Agent,
                                   and L/C Issuing Bank


                                 By: /s/ Robert S. Jones
                                     -------------------------------
                                     Title: Vice President

                                     60 Wall Street
                                     New York, NY 10260

                                     Telephone:
                                     Facsimile:
                                     Attention:


                                  6


<PAGE>

           Signature page to June 17, 1999 Bethlehem Steel
Amended and Restated Inventory Credit Agreement


                             THE CHASE MANHATTAN BANK,
                               as L/C Issuing Bank


                             By: /s/ James H. Ramage
                                 --------------------------
                                 Title: Vice President


                                  7



<PAGE>

           Signature page to June 17, 1999 Bethlehem Steel
           Amended and Restated Inventory Credit Agreement


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


                             By: /s/ Gregory L. Hong
                                 --------------------------
                                 Title: Deputy General Manager


                                  8


<PAGE>

           Signature page to June 17, 1999 Bethlehem Steel
           Amended and Restated Inventory Credit Agreement

Commitment: $38,787,878.79   MORGAN GUARANTY TRUST
                               COMPANY OF NEW YORK


                             By: /s/ Robert S. Jones
                                 --------------------------
                                 Title: Vice President



                                  9


<PAGE>

           Signature page to June 17, 1999 Bethlehem Steel
           Amended and Restated Inventory Credit Agreement

Commitment: $28,166,666.67   THE LONG-TERM CREDIT BANK OF
                               JAPAN, LTD.


                             By: /s/ Gregory L. Hong
                                 --------------------------
                             Title: Deputy General Manager


                                  10


<PAGE>

           Signature page to June 17, 1999 Bethlehem Steel
           Amended and Restated Inventory Credit Agreement

Commitment: $29,090,909.09   THE CHASE MANHATTAN BANK


                             By: /s/ James H. Ramage
                                 --------------------------
                                 Title: Vice President


                                  11


<PAGE>

           Signature page to June 17, 1999 Bethlehem Steel
           Amended and Restated Inventory Credit Agreement

Commitment: $24,242,424.24   FIRST UNION NATIONAL BANK
                               (successor to Corestates Bank, N.A. )


                             By: /s/ William M. Hogan
                                 -------------------------------
                                 Title: Vice President



                                  12


<PAGE>

           Signature page to June 17, 1999 Bethlehem Steel
           Amended and Restated Inventory Credit Agreement

Commitment: $24,242,424.24   THE BANK OF NEW YORK


                             By: /s/ Walter C. Parelli
                                 --------------------------
                                 Title: Vice President


                                  13



<PAGE>

           Signature page to June 17, 1999 Bethlehem Steel
           Amended and Restated Inventory Credit Agreement

Commitment: $24,242,424.24   UBS AG, Stamford Branch


                             By: /s/ Philippe R. Sandmeier
                                 --------------------------
                                 Title: Director


                             By: /s/ Paula Mueller
                                 --------------------------
                                 Title:



                                  14



<PAGE>


           Signature page to June 17, 1999 Bethlehem Steel
           Amended and Restated Inventory Credit Agreement

Commitment: $21,818,181.81   THE FIRST NATIONAL BANK
                               OF CHICAGO

                             By: /s/ Jeffrey Lubatkin
                                 --------------------------
                                 Title: Vice President


                                  15



<PAGE>

           Signature page to June 17, 1999 Bethlehem Steel
           Amended and Restated Inventory Credit Agreement


Commitment: $38,787,878.79   BANK OF AMERICA NT & SA


                             By: /s/ Thomas Blake
                                 --------------------------
                                 Title: Senior Vice President



                                  16



<PAGE>

           Signature page to June 17, 1999 Bethlehem Steel
           Amended and Restated Inventory Credit Agreement


Commitment: $17,893,939.40   SALOMON BROTHERS HOLDING
                             COMPANY INC.


                             By: /s/ Timothy L. Freeman
                                 --------------------------
                                 Title: Managing Director


                                  17


<PAGE>
           Signature page to June 17, 1999 Bethlehem Steel

Amended and Restated Inventory Credit Agreement

Commitment: $14,545,454.55   CIETE GENERALE


                             By: /s/Joseph A. Philbin
                                 --------------------------
                                 Title: Director


                                      18


<PAGE>

                Signature page to June 17, 1999 Bethlehem Steel
                Amended and Restated Inventory Credit Agreement

Commitment: $12,121,212.12   BANK AUSTRIA CREDITANSTALT
                             CORPORATE FINANCE, INC. (as
                             assignee from Bank Austria AG)


                             By: /s/ Amy Rick
                                 --------------------------
                                 Title: Vice President


                             By: /s/ Frederic W. Hall
                                 --------------------------
                                 Title: Vice President


                                      19



<PAGE>


                Signature page to June 17, 1999 Bethlehem Steel
                Amended and Restated Inventory Credit Agreement

Commitment: $12,121,212.12   SUMMIT BANK


                             By: /s/ David B. Kennedy
                                 --------------------------
                                 Title: Regional Vice President


                                      20


<PAGE>


                Signature page to June 17, 1999 Bethlehem Steel
                Amended and Restated Inventory Credit Agreement

Commitment: $12,121,212.12   THE SUMITOMO BANK, LIMITED
                               NEW YORK BRANCH


                             By: /s/ C. Michael Garrido
                                 --------------------------
                                 Title: Senior Vice President



                                      21



<PAGE>

                Signature page to June 17, 1999 Bethlehem Steel
                Amended and Restated Inventory Credit Agreement


Commitment: $12,121,212.12   WILMINGTON TRUST


                             By: /s/ Joseph M. Finley
                                 --------------------------
                                 Title: Vice President


                                      22


<PAGE>

                Signature page to June 17, 1999 Bethlehem Steel
                Amended and Restated Inventory Credit Agreement


Commitment: $9,696,969.70    THE INDUSTRIAL BANK OF JAPAN,
                               LIMITED


                             By: /s/ John Dippo
                                 --------------------------
                                 Title: Senior Vice President

                                      23

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