UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549


                                   FORM 10-K/A

                                (AMENDMENT NO. 1)


(Mark One)

|X|  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                          COMMISSION FILE NUMBER 1-1941


                           BETHLEHEM STEEL CORPORATION
             (Exact name of registrant as specified in its charter)


            DELAWARE                                     24-0526133
    (State of Incorporation)               (I.R.S. Employer Identification No.)


1170 EIGHTH AVENUE
BETHLEHEM, PENNSYLVANIA                                      18016-7699
(Address of principal executive offices)                     (Zip Code)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 694-2424

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:   NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:


           Common Stock--$1 par value per share
           Preference Stock Purchase Rights
           Preferred Stock -- $1 par value per share
             $5.00 Cumulative Convertible
             (stated value $50.00 per share)
             $2.50 Cumulative Convertible
             (stated value $25.00 per share)


     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X|   No |_|

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A. |_|


Aggregate Market Value of Voting Stock held by Non-Affiliates:  $26,983,721

     The amount shown is based on the closing price of Bethlehem Common Stock on
the Over the Counter Tape on June 28, 2002. Voting stock held by directors and
executive officers of Bethlehem is not included in the computation. However,
Bethlehem has made no determination that such individuals are "affiliates"
within the meaning of Rule 405 under the Securities Act of 1933.

Number of Shares of Common Stock outstanding as of June 30, 2002:  130,964,146


                      DOCUMENTS INCORPORATED BY REFERENCE:

     None

<PAGE>
                           BETHLEHEM STEEL CORPORATION

                          ANNUAL REPORT ON FORM 10-K/A



                                TABLE OF CONTENTS
                                -----------------

PART III
                                                                           Page

ITEM 10. Directors and Executive Officers of the Registrant................  1

ITEM 11. Executive Compensation............................................  3

ITEM 12. Security Ownership of Certain Beneficial Owners and Management....  7

ITEM 13. Certain Relationships And Related Transactions....................  9

         Signatures........................................................ 10







<PAGE>
ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

INFORMATION CONCERNING DIRECTORS

       The names of the directors, their principal occupations and the year in
which each current Director of Bethlehem initially joined the Board of Directors
are set forth below.

Benjamin R. Civiletti-- Mr. Civiletti, age 67, was elected a director of
Bethlehem in 1993. He has been Chairman of Venable, Baetjer and Howard, a law
firm, since 1993 and a partner since 1981. He had been Managing Partner of that
firm from 1987 until 1993. He previously served as Attorney General of the
United States from 1979 to 1981. Mr. Civiletti is also a director of MBNA
America Bank, N.A., MBNA International Bank Limited and Wackenhut Corrections
Corporation.

Worley H. Clark-- Mr. Clark, age 70, was elected a director of Bethlehem in
1993. He is President of W "H" Clark Associates, Ltd., a consulting firm. He
retired as Chairman and Chief Executive Officer of Nalco Chemical Company, a
manufacturer of specialty chemicals, in 1994, having held the positions of Chief
Executive Officer since 1982 and Chairman since 1984 and having been an employee
of that company since 1960. Mr. Clark is also a director of Exchange Cubed, LLC,
Georgia-Pacific Corporation, Merchants' Exchange, Merrill Lynch & Co., Inc.,
Millennium Chemicals Inc. and Valero Energy Corporation.

John B. Curcio-- Mr. Curcio, age 68, was elected a director of Bethlehem in
1988. He was Chief Executive Officer and a director of Mack Trucks, Inc., a
manufacturer of heavy-duty trucks, from 1983 until 1989 and Chairman of the
Board from 1985 until his retirement. Mr. Curcio is also a director of Minerals
Technologies, Inc. and Integrated Components Systems, Inc. and Vice Chairman of
Dallas & Mavis Specialized Carrier Co. and Jupiter Logistics, de Mexico, S.A. de
C.V.

Lewis B. Kaden -- Mr. Kaden, age 60, was elected a director of Bethlehem in
1994. He has been a partner of Davis Polk & Wardwell, a law firm, and an Adjunct
Professor of Law at Columbia University since 1984, where he was a Professor of
Law from 1976 to 1984.

Harry P. Kamen -- Mr. Kamen, age 69, was elected a director of Bethlehem in
1993. He retired in 1998 as Chairman of the Board and Chief Executive Officer of
Metropolitan Life Insurance Company, a life insurance company, positions he held
since 1993. He held the additional title of President of Metropolitan Life from
December 1995 to November 1997. Mr. Kamen is also a director of BDirect Capital,
Inc., MetLife, Inc., Pfizer Inc. and National Association of Securities Dealers,
Inc.

William M. Landuyt -- Mr. Landuyt, age 47, was elected a director of Bethlehem
in 1998. He has been Chairman and Chief Executive Officer of Millennium
Chemicals Inc., an international chemicals company, since its demerger from
Hanson PLC on October 1, 1996. He has also been President of Millennium since
June 1997. Mr. Landuyt was a director and President and Chief Executive Officer
of Hanson Industries (which managed the U.S. operations of Hanson PLC until the


                                       1
<PAGE>
demerger) from June 1995 until the demerger, a director of Hanson PLC from 1992
until September 1996, Finance Director of Hanson PLC from 1992 to May 1995, and
Vice President and Chief Financial Officer of Hanson Industries from 1988 to
1992. He joined Hanson Industries in 1983.

Robert S. Miller, Jr. -- Mr. Miller, age 61, was elected a director of Bethlehem
on September 24, 2001. He was also elected Chairman and Chief Executive Officer
on that date. Prior to joining Bethlehem, Mr. Miller had been Chairman and Chief
Executive Officer of Federal Mogul Corporation, an automotive parts
manufacturer, from September 2000 through January 2001; special advisor to
Aetna, Inc., a health insurer, from February 2000 to September 2000; President
and director of Reliance Group Holdings, Inc., a property and casualty insurance
company, from November 1999 to February 2000; Chairman of the Board and Acting
Chief Executive Officer of Waste Management Inc., a waste transporter, from
October 1997 to July 1998 and from August 1999 to November 1999; Interim Chief
Executive Officer of Federal Mogul from September 1996 to November 1996;
Chairman of Morrison Knudsen Corporation (now Washington Group, Inc.), an
engineering and construction firm, from April 1995 to September 1996; and senior
partner at James D. Wolfensohn, Inc., a New York investment banking firm, from
April 1992 to February 1993. From 1979 to March 1992, Mr. Miller was an
executive of Chrysler Corporation, where he held various positions including
Vice Chairman of the Board and Chief Financial Officer. Mr. Miller is a director
of Federal Mogul Corporation, Pope & Talbot, Inc., Symantec Corporation and
Waste Management Inc.

Shirley D. Peterson -- Mrs. Peterson, age 61, was elected a director of
Bethlehem in 1996. She retired in June 2000 as President of Hood College, a
position she held since 1995. She was a member of Steptoe & Johnson, a law firm,
from 1993 through 1994, Commissioner of the Internal Revenue Service from 1992
to 1993, and an Assistant Attorney General (Tax Division), United States
Department of Justice, from 1989 to 1992. Mrs. Peterson is also a Director of
Federal Mogul Corporation and an Independent Trustee of Scudder Mutual Funds.

John F. Ruffle -- Mr. Ruffle, age 65, was elected a director of Bethlehem in
1990. He retired in 1993 as Vice Chairman of the Board of J.P. Morgan & Co.
Incorporated, a bank holding company, and Morgan Guaranty Trust Co. of New York,
a commercial bank, positions he held since 1985. Mr. Ruffle is also a director
of American Shared Hospital Services, Inc., a Trustee of JP Morgan Series Trust
II and a member of the Board of Managers of the North Moore Fund, LLC and JP
Morgan Global Emerging Markets Fund, LLC.

       In addition to the business activities described above, the directors
also participate in various other business, professional and charitable
activities.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

       The Securities Exchange Act of 1934 requires Bethlehem's directors and
executive officers and certain other stockholders to file reports of ownership
and changes in ownership of Bethlehem stock with the Securities and Exchange
Commission. To Bethlehem's knowledge, all such reports for 2002 were timely


                                       2
<PAGE>
filed, except that Bethlehem filed one report late reflecting the disposition of
1,035 shares of Bethlehem Common Stock with a value of $227 by B. E. Derrico.


ITEM 11.   EXECUTIVE COMPENSATION


DIRECTOR COMPENSATION

       Each non-employee director receives the following compensation for
service:

o      an annual retainer of $25,000, payable quarterly;

o      an annual retainer of $5,000, payable quarterly, to the Chairman of each
       of the Audit Committee, Compensation Committee and Committee on
       Directors;

o      attendance fees of $1,000 for the Annual Meeting of Stockholders, any
       Board of Directors meeting, and any committee meeting(s) whether or not
       held on the same day as a board meeting; and

o      500 shares of Bethlehem Common Stock awarded on December 1 of each year
       pursuant to the 1994 Non-Employee Directors Stock Plan, which was
       approved by stockholders. Such shares were not issued during 2002 because
       of Bethlehem's chapter 11 filing.

       Non-employee directors also receive reimbursement for any expenses they
incur in connection with the business and affairs of Bethlehem. Mr. Miller does
not receive compensation separately for service as a member of the Board of
Directors or any committee of the Board.

       Under the Post Retirement Retainer Plan, non-employee directors who
retire from the Board with 10 or more years of service will receive annual
payments equal to 100% of the annual retainer fee payable at retirement.
Non-employee directors who retire with between five and 10 years of service will
receive annual payments starting at 50% of the annual retainer fee payable at
retirement for directors with five years of service and increasing 10% for each
year of service up to 10 years. The annual payments will begin at retirement (or
at age 65 if retirement is prior to age 65) and will continue for a period equal
to the director's years of service with the Board. Due to Bethlehem's chapter 11
filing, Bethlehem has suspended payments under the Plan.

       A deferred compensation plan for non-employee directors was implemented
in 2001. The plan is voluntary and participating directors may defer up to 100%
of cash compensation under the plan to either a cash or Bethlehem Common Stock
account. Deferrals to a cash account are credited with investment returns based
on investment options approved by the Board of Directors and selected by the
director. Deferrals to the Bethlehem Common Stock account are credited as common
stock units which will not have voting rights, but the director will be
considered a "beneficial" owner of stock represented by such units for the
purposes of dividends or other distributions. Distributions from the plan are
made when the participant ceases to be a director in the form of (a) a lump-sum
cash payment or annual installment cash payments for up to 10 years, at the
participant's election, in the case of the cash account, and (b) shares of
Bethlehem Common Stock (cash in lieu of fractional shares), in the case of the
stock account.


                                       3
<PAGE>
RETIREMENT POLICY

       The general retirement policy of the Board of Directors provides that
non-employee directors shall retire at the end of the term in which they reach
age 70. However, the current non-employee directors who were elected at the 1991
Annual Meeting of Stockholders (Messrs. Curcio and Ruffle) shall retire no later
than at the end of the term in which they reach age 72. Employee directors shall
retire from the Board at the time of their retirement from Bethlehem. The
present retirement age for management employees of Bethlehem is 65.


SUMMARY COMPENSATION TABLE

       The following table shows the aggregate compensation awarded or paid to,
or earned by, Bethlehem's chief executive officer and each of Bethlehem's other
four most highly compensated executive officers (collectively, the "Named
Executive Officers").

<TABLE>
<CAPTION>
                                                 Annual Compensation                           Long-Term Compensation
---------------------------------------------------------------------------------------------------------------------------------
                                                                         Other                       Securities
                                                                        Annual         Restricted    Underlying     All Other
                                                                        Compen-           Stock       Options/       Compen-
                              Year      Salary ($)      Bonus($)     sation(1)($)     Awards(2)($)    SARs (#)    sation(3)(4)($)
---------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>        <C>             <C>          <C>              <C>            <C>           <C>
Robert S. Miller, Jr.         2002         900,000              0               0                0            0             0
Chairman and                  2001         242,500              0               0           27,000      200,000        75,000
Chief Executive
Office
---------------------------------------------------------------------------------------------------------------------------------
Leonard M. Anthony            2002         320,000              0               0                0            0         1,316
Senior Vice President         2001         206,250              0           3,885           32,700       15,000         3,747
and Chief Financial           2000         166,875              0               0           42,188       12,000         6,786
Officer
---------------------------------------------------------------------------------------------------------------------------------
Lonnie A. Arnett              2002         338,750              0               0                0            0        10,720
Vice President                2001         330,000              0         127,068           32,700       18,000        21,972
and Controller                2000         330,000              0               0           56,250       18,000        27,357
---------------------------------------------------------------------------------------------------------------------------------

Ronald F. Chango              2002         330,000              0               0                0            0         4,858
Vice President and            2001         339,750              0         215,536           49,050       30,000        30,966
General Manager, and          2000         268,125              0               0           84,375       30,000         6,800
President, Burns
Harbor
Division
William H. Graham             2002         365,000              0               0                0            0        12,879
Senior Vice President,        2001         365,000              0         209,129           32,700       15,000        27,129
General Counsel and           2000         361,667              0               0           56,250       15,000        30,330
Secretary

</TABLE>


(1)    Relates to the unfunded retirement benefits payable to such officers
       under the Excess Benefit Plan and Supplemental Benefits Plan and
       represents the amount of payments to cover tax liabilities arising from
       the purchase of individually owned annuities to secure a portion of such
       benefits.


                                       4
<PAGE>
(2)    Fair market value at date of issuance of restricted shares of Common
       Stock awarded under the Key Employee Stock Investment Award Program.
       Dividends, if declared, are payable upon the restricted stock. The
       aggregate number of shares of restricted stock awarded under the Key
       Employee Stock Investment Award Program and held by each of the named
       individuals at December 31, 2002, and the aggregate value of these shares
       based on a market value of $.11 per share at December 31, 2002, is as
       follows: Mr. Miller, 50,000 restricted shares with a value of $5,500; Mr.
       Anthony, 30,000 restricted shares with a value of $3,300; Mr. Arnett,
       42,500 restricted shares with a value of $4,675; Mr. Chango, 44,500
       restricted shares with a value of $4,895; and Mr. Graham, 50,000
       restricted shares with a value of $5,500.

(3)    "All Other Compensation" consists of supplemental insurance costs,
       Matching Company Contributions to the Savings Plan, cash or single
       premium annuities purchased to cover the shortfall of Matching Company
       Contributions to the Savings Plan due to Internal Revenue Code
       limitations, and the value of split dollar insurance benefits in the
       following respective amounts for 2002: Mr. Miller, $0, $0, $0 and $0; Mr.
       Anthony, $1,108, $0, $208 and $0; Mr. Arnett, $4,852, $0, $3,322 and
       $2,546; Mr. Chango, $1,818, $0, $3,040 and $0; and Mr. Graham, $1,569,
       $0, $4,049 and $7,261. Split Dollar Insurance is in lieu of the Group
       Term Life Insurance generally provided by Bethlehem to its salaried
       employees. Each executive pays his own premium for the term life portion
       of the insurance policy. Bethlehem is reimbursed for the total premium
       amount advanced out of the proceeds of the insurance policy if the
       individual dies while the split dollar arrangement is in effect or out of
       the built-up cash value of the policy if the arrangement terminates prior
       to the death of the individual. As security for repayment, Bethlehem is a
       collateral assignee of the policy to the extent of any such unreimbursed
       premium.

(4)    Mr. Miller received a monthly housing rental allowance and allowance for
       automobile leases through September, 2002.



EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS

       As noted above, Bethlehem has entered into modified change in control
agreements with Messrs. Anthony, Arnett, Chango and Graham. Mr. Miller does not
have a change in control agreement. The agreements provide generally that the
executive officer is entitled to certain severance benefits if the executive
officer's employment is terminated other than for cause, retirement or
disability within two years after a change in control (as defined below) or if
the executive officer terminates his or her employment for good reason within
such two-year period, or for any reason during the 30-day period following the
first anniversary of the change in control. The benefits include the following:


o      a lump-sum payment of up to two times annual base salary and average
       bonus;

o      a lump-sum payment with respect to the benefits to which the executive
       officer is entitled under Bethlehem's Excess Benefit Plan or the
       Supplemental Benefits Plan of Bethlehem Steel Corporation and Subsidiary
       Companies;

o      the continuation of life, disability and accident insurance and medical
       plan coverage for three years; and

o      an additional payment equal to any Federal excise tax liability incurred
       as a result of payments to be made under the agreement or otherwise in
       connection with the change in control or the executive officer's
       termination of employment.


For purposes of the agreements, the term "change in control" generally means:

o      a purchase of Bethlehem Common Stock, or securities convertible into
       Common Stock pursuant to a tender or exchange offer;


                                       5
<PAGE>
o      the acquisition by certain third parties of 20% or more of the voting
       power of Bethlehem's outstanding stock;

o      a majority change in the composition of Bethlehem's Board of Directors;

o      the consummation of a merger or consolidation of Bethlehem with another
       company resulting in more than a 25% change in stock ownership;

o      the approval by Bethlehem's stockholders of a plan of liquidation; or

o      the dissolution of Bethlehem or the sale of all or substantially all of
       Bethlehem's assets.



STOCK OPTION/SAR GRANTS IN 2002

       During 2002, no stock options or SARs were granted to the Named Executive
Officers.

AGGREGATED STOCK OPTION/SAR EXERCISES IN 2002 AND DECEMBER 31, 2002, STOCK
OPTION VALUES

<TABLE>
<CAPTION>
                                                                         Number of Shares        Value of Unexercised
                                                                   Underlying Unexercised                In-the-Money
                             Shares Acquired         Value   Options/SARs at 12/31/02 (#)    Options/SARs at 12/31/02
                              on Exercise(#)  Realized ($)      Exercisable/Unexercisable   Exercisable/Unexercisable
---------------------------------------------------------------------------------------------------------------------
<S>                           <C>             <C>            <C>                            <C>
Robert S. Miller, Jr.                      0             0                    200,000/0                           0/0
Leonard M. Anthony                         0             0                22,200/18,000                           0/0
Lonnie A. Arnett                           0             0               100,000/27,000                           0/0
Ronald F. Chango                           0             0                39,200/39,500                           0/0
William H. Graham                          0             0               107,250/23,750                           0/0
---------------------------------------------------------------------------------------------------------------------


PENSION PLAN TABLE

                                                              Estimated Annual Retirement Benefit
---------------------------------------------------------------------------------------------------------------------
                                                 25                   30                  35                   40
Covered                                    Years of             Years of            Years of             Years of
Compensation                                Service              Service             Service              Service
---------------------------------------------------------------------------------------------------------------------
$     300,000                          $    118,125         $    141,750        $    165,750         $    189,750
      400,000                               157,500              189,000             221,000              258,000
      500,000                               196,875              236,250             276,250              316,250
      600,000                               236,250              283,500             331,500              379,500
      700,000                               275,625              330,750             386,750              442,750
      800,000                               315,000              378,000             442,000              506,000
      900,000                               354,375              425,250             497,250              569,250
    1,000,000                               393,750              472,500             552,500              632,500
---------------------------------------------------------------------------------------------------------------------

</TABLE>
                                       6
<PAGE>

       The table above shows the estimated annual retirement benefit (before any
deductions, including social security benefits) payable in the aggregate to
Bethlehem's Named Executive Officers, other than Mr. Miller, under its qualified
defined benefit pension plan, its Excess Benefit Plan and its Supplemental
Benefits Plan. The retirement benefit eligibility of Mr. Miller is not
determinable at this time because of his minimal service. The benefit levels in
the table assume retirement at age 62, the years of service shown and payment in
the form of a single life annuity. Individually owned annuities were purchased
in 1993, 1997, 1999 and 2001 to secure a portion of the unfunded benefits
payable to certain of the Named Executive Officers under the Excess Benefit Plan
and the Supplemental Benefits Plan. The amount of the benefits that were funded
by the purchase of the annuities was based on the funded level of Bethlehem's
defined benefit pension plan at June 30, 1993, for the 1993 annuities, and
December 31, 1996, for the 1997 annuities. For the 1999 and 2001 annuities, the
purchases were based on a funding target, taking into account prior annuity
purchases, of 75% of all Excess Benefit Plan and Supplemental Benefits Plan
benefits.

       Covered compensation for purposes of determining retirement benefits for
the Named Executive Officers generally consists of salary and incentive
compensation reported in the "Bonus" column in the Summary Compensation Table.
The monthly retirement benefit payable is generally determined by multiplying
average monthly covered compensation (for salary, the highest consecutive 60
months in the last 120 months of continuous service and for incentive
compensation, the five highest 12-month periods, whether or not consecutive, in
the last 120 months of continuous service) times 1.575% times the number of
credited years of service up to 30 years and 1.6% for years over 30 years.
Benefits are also subject to a deduction for social security benefits as well as
certain other adjustments.

       As of December 31, 2002, the credited years of service under the Pension
Plan or Supplemental Benefits Plan for Messrs. Miller, Anthony, Arnett, Chango
and Graham were one year, 24 years, 34 years, 32 years and 30 years,
respectively.

       On December 18, 2002, the Pension Benefit Guaranty Corporation ("PBGC")
filed a complaint in the United States District Court for the Eastern District
of Pennsylvania alleging there was sufficient cause under applicable laws to
terminate the Pension Plan. The complaint requests, among other things, that the
PBGC be appointed as the Plan's trustee and December 18, 2002 be established as
the Plan's termination date. Bethlehem is considering all legal options. A
termination would require Bethlehem to transfer administration responsibilities
for the Plan and transfer ownership of the Plan's assets to the PBGC and would
materially affect the benefits described above.


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

STOCK OWNERSHIP OF DIRECTOR NOMINEES AND EXECUTIVE OFFICERS

       The following table shows the shares of Bethlehem Common Stock
beneficially owned, directly or indirectly, by each current director, Messrs.
Miller, Anthony, Arnett, Chango and Graham, and all directors and executive
officers as a group on February 28, 2003. None of the directors or executive
officers of Bethlehem, except for Mr. Kamen, own any shares of Bethlehem


                                       7
<PAGE>
Preferred Stock or ESOP Preference Stock. Mr. Kamen beneficially owns 1,000
shares of Bethlehem $5.00 Preferred Stock.

<TABLE>
<CAPTION>
                                                           Amount and Nature of
Name                                                 Beneficial Ownership(1)(2)       Percent of Class(3)
------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                              <C>
Benjamin R. Civiletti                                                     5,200                       (4)
Worley H. Clark                                                           6,000                       (4)
John B. Curcio                                                            9,000                       (4)
Lewis B. Kaden                                                           26,585                       (4)
Harry P. Kamen                                                           12,900                       (4)
William M. Landuyt                                                       23,588                       (4)
Robert S. Miller, Jr.                                                   238,074                       (4)
Shirley D. Peterson                                                       8,500                       (4)
John F. Ruffle                                                            6,000                       (4)
Leonard M. Anthony                                                       71,705                       (4)
Lonnie A. Arnett                                                        172,251                       (4)
Ronald F. Chango                                                        108,684                       (4)
William H. Graham                                                       185,881                       (4)
20 directors and executive officers as a
group (including those named above)                                   1,468,569                        2%
------------------------------------------------------------------------------------------------------------

</TABLE>

(1)    The figures shown include a total of 88,705 shares allocated as of
       February 28, 2003 to the accounts of participants under the Savings Plan
       for Salaried Employees of Bethlehem Steel Corporation and Subsidiary
       Companies. Bethlehem matches employee contributions up to 4% of base
       salary. These matching contributions are in the form of Bethlehem Common
       Stock. Matching company contributions were temporarily suspended as of
       July 2001. Employees also have the option to have their contributions
       invested in Bethlehem Common Stock. As of February 28, 2003, there were
       approximately 2,800 participants holding a total of 9,083,283 shares of
       Bethlehem Common Stock in the Savings Plan, representing approximately 8%
       of total outstanding shares.

(2)    The Securities and Exchange Commission deems a person to have beneficial
       ownership of all shares which that person has the right to acquire within
       60 days. The figures shown include fully vested stock options and stock
       options subject to acquisition within 60 days that were granted under the
       1988, 1994, 1998 and 2001 Stock Incentive Plans of Bethlehem to the
       following individuals and group: Mr. Miller, 200,000 shares; Mr. Anthony,
       29,700 shares; Mr. Arnett, 113,500 shares, Mr. Chango, 56,200 shares; and
       Mr. Graham, 119,750 shares; and the directors and executive officers as a
       group, 870,850 shares.

(3)    Based upon 131,303,416 total outstanding shares of Bethlehem Common Stock
       on February 28, 2003.

(4)    The number of shares deemed to be owned by each director or executive
       officer represents less than 1% of the outstanding shares.


FIVE PERCENT STOCKHOLDERS

       On February 28, 2003, there were outstanding a total of (a) 131,303,416
shares of Bethlehem Common Stock, owned of record by approximately 30,000
stockholders and (b) 1,954,348 shares of Bethlehem ESOP Preference Stock,
beneficially owned under a qualified plan by approximately 11,400 participants.


                                       8
<PAGE>
To the knowledge of the Board, no other person beneficially owned 5% or more of
Bethlehem Common Stock or ESOP Preference Stock.


Equity Compensation Plan Information as of December 31, 2002


<TABLE>
<CAPTION>
                                                                                                 NUMBER OF SECURITIES
                                 NUMBER OF SECURITIES                                          REMAINING AVAILABLE FOR
                                     TO BE ISSUED              WEIGHTED-AVERAGE                 FUTURE ISSUANCE UNDER
                                   UPON EXERCISE OF            EXERCISE PRICE OF              EQUITY COMPENSATION PLANS
                                 OUTSTANDING OPTIONS,         OUTSTANDING OPTIONS,              (EXCLUDING SECURITIES
                                 WARRANTS AND RIGHTS          WARRANTS AND RIGHTS              REFLECTED IN COLUMN (A))
PLAN CATEGORY                            (A)                            (B)                               (C)
------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                           <C>                            <C>
Equity compensation
  plans approved by
  security holders(1)                 6,234,854                        $11.00                           5,254,550

Equity compensation
  plans not approved
  by security holders(2)
                                      ---------                        ------                           ---------

             Total                    6,234,854                        $11.00                           5,254,550
------------------------------------------------------------------------------------------------------------------------

</TABLE>


(1)    The information listed relates to various stock incentive plans approved
       by Bethlehem's stockholders. Stockholders also approved Bethlehem's 1994
       Non-employee Directors Stock Plan, as described under "Director
       Compensation" of this Report. Under that plan, 100,000 shares of
       Bethlehem Common Stock were authorized for issuance. As of December 31,
       2002, 41,000 shares have been issued and 59,000 shares remain available
       for issuance under that plan.

(2)    All equity compensation plans have been approved by security holders.


ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

       Pursuant to the terms of a 1999 labor agreement with the United
Steelworkers of America ("USWA"), the USWA has the right to designate a nominee
for consideration by the Committee on Directors and the Board of Directors for
one seat on the Board. The nominee is to be a prominent individual with
experience in public service, labor, education or business. The nominee shall
not be or become, while serving as a director, an officer, employee or director
of the USWA. Subject to complying with the same standards of conduct as every
other Bethlehem director, and subject to annual election by the stockholders,
the USWA nominee will serve as a director during the term of the 1999 labor
agreement, which terminates July 31, 2004. Mr. Kaden, who has been the USWA's
designated nominee throughout the term of the 1993 labor agreement, was again
designated by the USWA for consideration as a director of Bethlehem by the
Committee on Directors. The Committee on Directors has recommended that Mr.
Kaden continue to serve as the USWA designated member of the Board.

       As noted above, Mr. Civiletti is Chairman of Venable, Baetjer and Howard
and Mr. Kaden is a partner of Davis Polk & Wardwell. Both of these law firms
render legal services to Bethlehem in the ordinary course of business.


                                       9
<PAGE>
                                   SIGNATURES


       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, Bethlehem Steel Corporation has duly caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 28th day of March, 2003.


                              BETHLEHEM STEEL CORPORATION,

                              By: /s/ Lonnie A. Arnett
                                  ----------------------------------------
                                  Lonnie A. Arnett
                                  Vice President and Controller
                                  (principal accounting officer)










































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