Exhibit 4(e)
                                                    CONFORMED COPY

         AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

         AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as
of June 17, 1999 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 on the signature pages hereof, as Buyers, 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 a
Receivables Purchase Agreement dated as of September 12, 1995, which
was amended and restated by an Amended and Restated Receivables
Purchase Agreement dated as of June 5, 1997 and an Amended and
Restated Receivables Purchase 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
add new Buyers and to adjust the Commitments (as defined in the
Agreement) as set forth on the signature pages hereto 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.

         SECTION 2.  Definitions.
                     -----------

         Section 1.1 of the Agreement is amended as follows:




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              Clause (i) of the definition of "Commitment" is
         superceded by the provisions of Section 3 of this Amendment
         and Restatement.

         SECTION 3.  Changes in Commitments.  With effect from and
                     ----------------------
including the 1999 Effective Date (as defined in Section 6 of this
Agreement and Restatement), (i) each Person listed on the signature
pages hereof that is not a party to the Agreement (a "New Buyer")
shall become a Buyer party to the Agreement and (ii) the Commitment of
each Buyer shall be the amount set forth opposite the name of such
Buyer on the signature pages hereof.  The calculation of accrued Fees
payable to each Buyer 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 Buyers made
pursuant to this Section 3 and, notwithstanding the provisions of
Section 2.7 of the Agreement, shall be paid to each Buyer accordingly.
If any Tranches are outstanding on the 1999 Effective Date and, as a
result of additions to and changes in the Commitments of the Buyers,
such Tranches are not held by the Buyers ratably in proportion to
their Commitments, such Tranches shall continue to be held on a
non-pro-rata basis until the next Yield Accrual Period therefor
starts, at which time the Buyers (including New Buyers) shall, as
appropriate, buy and sell such Tranches such that, after giving effect
to such purchases, such Tranches are held ratably, and Section 2.8 of
the Agreement shall apply to any such purchases.

         SECTION 4.  Representations and Warranties.  BSF and BSC each
                     ------------------------------
hereby represents and warrants that as of the 1999 Effective Date
(after giving effect hereto):

         (a) no Termination Event or Potential Termination Event will
have occurred and be continuing; and

         (b) the representations and warranties set forth in Articles
5 and 7 of the Agreement, Article IV of the Purchase and Sale
Agreement and Article IV of the BSC-Lukens Purchase and Sale
Agreement, after giving effect to this Amendment and Restatement, will
be true and correct.

         SECTION 5.  Governing Law.  This Amendment and Restatement
                     -------------
shall be governed by and construed in accordance with the laws of the
State of New York.

         SECTION 6.  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 no later than June 30, 1999) on which each of the
following conditions shall have been satisfied:

                                  2


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              (i) receipt by the Administrative Agent of duly executed
         counterparts hereof signed by each of the parties hereto (or,
         in the case of any Buyer as to which an executed counterpart
         shall not have been received, the Administrative Agent shall
         have received telegraphic, telex or other written
         confirmation from such Buyer of execution of a counterpart
         hereof by such Buyer);

              (ii) receipt by the Administrative Agent of new Buyer's
         Certificates for the Buyers;

              (iii) receipt by the Administrative Agent of (x) a
         certificate of the secretary or an assistant secretary of BSC
         certifying as of the 1999 Effective Date (A) as to no
         amendments to the certificate of incorporation or By-laws of
         BSC and (B) as to no liquidation or dissolution proceeding;
         (y) the certificate of incorporation of BSC 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 BSC 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 (A) a good
         standing certificate for BSF issued by the State Department
         of Assessments and Taxation of Maryland dated a date
         reasonably near the 1999 Effective Date; (B) a certificate of
         the Members certifying as of the 1999 Effective Date (i) as
         to no amendments to the Articles of Organization or Operating
         Agreement of BSF and (ii) as to no dissolution proceeding;
         (C) a good standing certificate for each Special Purpose
         Member issued by the State Department of Assessments and
         Taxation of Maryland, dated a date reasonably near the 1999
         Effective Date; (D) a certificate of the secretary or an
         assistant secretary of each Special Purpose Member certifying
         as of the 1999 Effective Date (i) as to no amendments to the
         Articles of Incorporation or By-laws of such Special Purpose
         Member and (ii) as to no liquidation or dissolution
         proceeding;

              (v) receipt by the Administrative Agent of certified
         resolutions of the Members of BSF, authorizing the execution,
         delivery and performance by BSF of this Amendment and
         Restatement;

              (vi) receipt by the Administrative Agent of (x)
         certified resolutions of the board of directors of each
         Special Purpose Member or a duly authorized committee
         thereof, authorizing the execution, delivery and performance
         by such Member of this Amendment and Restatement and (y)

                                       3


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         a certificate setting forth the name and specimen signature
         of each officer of such Member authorized on its behalf to
         execute such agreements;

              (vii) receipt by the Administrative Agent of (A) a
         certificate dated the 1999 Effective Date signed by the Chief
         Financial Officer, Treasurer or Controller of BSC as to the
         accuracy of the representations and warranties set forth in
         Section 4 of this Amendment and Restatement and (B) a
         certificate dated the 1999 Effective Date executed by the
         Special Purpose Members as to the accuracy of the
         representation and warranties set forth in Section 4 of this
         Amendment and Restatement;

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

              (ix) the Amendment and Restatement dated as of June 17,
         1999 of the Inventory Credit Agreement shall have become, or
         concurrently shall become, effective; and

              (x) an amendment to the Purchase and Sale Agreement in
         the form of Annex I hereto shall have been duly executed and
         delivered by each of the parties thereto, and the
         Administrative Agent shall have received an executed original
         thereof.

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

         BSC hereby also agrees to deliver to the Administrative Agent
no later than July 7, 1999:  (x) certified resolutions of the board of
directors of BSC or a duly authorized committee thereof, authorizing
the execution, delivery and performance by BSC of this Amendment and
Restatement and (y) a certificate setting forth the name and specimen
signature of each officer of BSC authorized on its behalf to execute
such agreements.

                                  4


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         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 FUNDING, LLC

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

                           5111 North Point Boulevard
                           Sparrows Point, MD 21219-1014

                           Telephone: 410-388-7780
                           Facsimile: 410-388-7783
                           Attention: D.K. Schoenen, Authorized Agent


                       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

                                  5




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                       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


                       BETHLEHEM STEEL CORPORATION,
                       as Servicer


                       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

                                  6


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           Signature page to June 17, 1999 Bethlehem Steel
         Amended and Restated Receivables Purchase 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:

                                  7




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           Signature page to June 17, 1999 Bethlehem Steel
         Amended and Restated Receivables Purchase Agreement



                       THE CHASE MANHATTAN BANK,
                         as L/C Issuing Bank


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


                                  8




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           Signature page to June 17, 1999 Bethlehem Steel
         Amended and Restated Receivables Purchase Agreement


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


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

                                  9




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           Signature page to June 17, 1999 Bethlehem Steel
         Amended and Restated Receivables Purchase Agreement


Commitment: $41,212,121.21       MORGAN GUARANTY TRUST
                                   COMPANY OF NEW YORK


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



                                  10




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           Signature page to June 17, 1999 Bethlehem Steel
         Amended and Restated Receivables Purchase Agreement


Commitment: $36,833,333.33       THE LONG-TERM CREDIT BANK OF
                                   JAPAN, LTD.


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


                                  11




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           Signature page to June 17, 1999 Bethlehem Steel
         Amended and Restated Receivables Purchase Agreement


Commitment: $30,909,090.91       THE CHASE MANHATTAN BANK


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


                                  12




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           Signature page to June 17, 1999 Bethlehem Steel
         Amended and Restated Receivables Purchase Agreement


Commitment: $25,757,575.76     FIRST UNION NATIONAL BANK
                                 (successor to Corestates Bank, N.A.)


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


                                  13




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           Signature page to June 17, 1999 Bethlehem Steel
         Amended and Restated Receivables Purchase Agreement


Commitment: $25,757,575.76        THE BANK OF NEW YORK


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


                                  14




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           Signature page to June 17, 1999 Bethlehem Steel
         Amended and Restated Receivables Purchase Agreement


Commitment: $25,757,575.76       UBS AG, Stamford Branch

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

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



                                  15




<PAGE>

           Signature page to June 17, 1999 Bethlehem Steel
         Amended and Restated Receivables Purchase Agreement


Commitment: $23,181,818.19       THE FIRST NATIONAL BANK OF
                                   CHICAGO


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



                                  16




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           Signature page to June 17, 1999 Bethlehem Steel
         Amended and Restated Receivables Purchase Agreement


Commitment: $41,212,121.21       BANK OF AMERICA NT & SA


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


                                  17




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           Signature page to June 17, 1999 Bethlehem Steel
         Amended and Restated Receivables Purchase Agreement


Commitment: $12,106,060.60       SALOMON BROTHERS HOLDING
                                   COMPANY INC.


                                 By: /s/ Timothy L. Freeman
                                     -------------------------------
                                     Title: Attorney-in-Fact



                                  18




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           Signature page to June 17, 1999 Bethlehem Steel
         Amended and Restated Receivables Purchase Agreement


Commitment: $15,454,545.45       SOCIETE GENERALE


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



                                  19




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           Signature page to June 17, 1999 Bethlehem Steel
         Amended and Restated Receivables Purchase Agreement


Commitment: $12,878,787.88       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

                                  20




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           Signature page to June 17, 1999 Bethlehem Steel
         Amended and Restated Receivables Purchase Agreement


Commitment: $12,878,787.88       SUMMIT BANK


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



                                  21



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           Signature page to June 17, 1999 Bethlehem Steel
         Amended and Restated Receivables Purchase Agreement


Commitment: $12,878,787.88        THE SUMITOMO BANK, LIMITED
                                    NEW YORK BRANCH


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


                                  22




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           Signature page to June 17, 1999 Bethlehem Steel
         Amended and Restated Receivables Purchase Agreement


Commitment: $12,878,787.88       WILMINGTON TRUST


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


                                  23




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           Signature page to June 17, 1999 Bethlehem Steel
         Amended and Restated Receivables Purchase Agreement


Commitment: $10,303,030.30       THE INDUSTRIAL BANK OF JAPAN
                                   LIMITED


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





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