United States Steel Corp – ‘POS462C’ on 4/24/02

On:  Wednesday, 4/24/02   ·   Effective:  4/24/02   ·   Accession #:  950152-2-3301   ·   File #:  333-75148

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Post-Effective Amendment   —   Rule 462(c)
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Document/Exhibit                   Description                      Pages   Size 

 1: POS462C     United States Steel Corp.                             30    107K 
 2: EX-23.1     Consent of Pricewaterhousecoopers LLP                  1      5K 
 3: EX-24       Powers of Attorney                                    13     37K 

POS462C   —   United States Steel Corp.
Document Table of Contents

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2002

                                                      REGISTRATION NO. 333-75148
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------- 
UNITED STATES STEEL CORPORATION 
(FORMERLY UNITED STATES STEEL LLC)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                                        [Enlarge/Download Table]
                                                                                      
                   DELAWARE                                   25-1897152              
(STATE OR OTHER JURISDICTION OF INCORPORATION  (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
               OR ORGANIZATION)                                                       

UNITED STATES STEEL CORPORATION 
600 GRANT STREET, ROOM 1500 
PITTSBURGH, PA 15219-2800 
(412) 433-1121
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

DAN D. SANDMAN, ESQ.
VICE CHAIRMAN AND CHIEF LEGAL & ADMINISTRATIVE OFFICER, 
GENERAL COUNSEL AND SECRETARY 
UNITED STATES STEEL CORPORATION 
600 GRANT STREET
PITTSBURGH, PA 15219-2800 
(412) 433-1121
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING 
AREA CODE, OF AGENT FOR SERVICE)

   APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From time
to time following the effective date of this registration statement.            

If the only securities being registered on this Form are being offered  
pursuant to dividend or interest reinvestment plans, please check the following 
box.  [ ]                                                                       

   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, as amended (the "Securities Act"), other than securities offered only in  
connection with dividend or interest reinvestment plans, check the following    
box.  [X]                                                                       

If this form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering.  [ ]                    
------------------                                                              

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration         
statement for the same offering.  [X] 333-75148                                 

  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]                                            
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EXPLANATORY STATEMENT 

   This Post Effective Amendment No. 1 ("Post Effective Amendment No. 1") to
Registration Statement on Form S-3 (333-75148) for United States Steel          
Corporation (formerly United States Steel LLC), a Delaware Corporation (the     
"Registrant"), is filed pursuant to Rule 462(c) (i) to eliminate the description
of, and discussions relating to, the Separation of the Registrant from USX      
Corporation (now Marathon Oil Corporation), (ii) to clarify the application of  
the Threshold Price Limit on purchases exceeding plan limits, (iii) to include  
in the prospectus the U.S. Federal Income Tax Information that had been         
incorporated earlier by reference to a Current Report on Form 8-K, (iv) to add a
section explaining that those who buy securities under this plan and resell them
shortly after acquiring them may, under certain circumstances, be considered to 
be underwriters within the meaning of the Securities Act of 1933, (v) to update 
the incorporation by reference information to include a reference to United     
States Steel's own Annual Report on Form 10-K, and (vi) to make other minor     
corrections.                                                                    

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UNITED STATES STEEL CORPORATION 
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN 

    United States Steel Corporation ("United States Steel") is pleased to send
you this prospectus describing the United States Steel Corporation Dividend     
Reinvestment and Stock Purchase Plan (the "Plan"). The Plan provides a simple   
and convenient method to make an initial investment in United States Steel,     
purchase additional shares of United States Steel common stock and to have cash 
dividends automatically reinvested.                                             

IF YOU ARE ALREADY PARTICIPATING IN THE PLAN, NO ACTION IS REQUIRED.            

Some of the significant features of the Plan are:                     

-- Enrollment through initial direct stock purchase.        
         -- Purchases through the reinvestment of quarterly dividends of up to
$15,000 (more with permission of United States Steel).  
        -- Purchases through monthly optional cash payments (minimum $50) up
 to $10,000 (more with permission of United States Steel).
       -- Regular monthly investment can be made by automatic bank debits.
         -- Optional cash payments will generally be invested within a week of
receipt.                                                
          -- From time to time shares may be purchased at a discount of up to 3%
upon notice from United States Steel.                   
-- No brokerage commissions for purchases.                  
    -- Record keeping is simplified since you will receive quarterly
statements of your account.                             
          -- All certificates held by you may be deposited for safekeeping at no
cost to you whether or not dividends are reinvested.    

     Your participation is entirely voluntary and may be terminated at any time.
Once you are enrolled in the Plan, your enrollment will be continued unless you 
notify United States Steel otherwise. If you wish to join the Plan or change    
your investment option, please complete and sign an authorization form and      
return it to United States Steel Corporation.                                   

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

 Neither the Securities and Exchange Commission nor any state securities
regulators has determined whether this Prospectus is truthful or complete. Any  
representation to the contrary is a criminal offense.                           

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

April 24, 2002                                                                  

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TABLE OF CONTENTS                                                             

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                                                                 PAGE   
                                                              ----------
                                                                        
The Company.................................................           3
The Plan....................................................           3
     Enrollment.............................................           4
     Administrator of the Plan..............................           5
     Investment Options and Limitations.....................           5
     Limitations on Purchases...............................           6
     Aggregation of Accounts for Purpose of Limitations.....           6
     Waiver of Limitations..................................           7
     Purchase of Shares for the Plan........................           7
     Purchases Exceeding Plan Limits--Discount in Effect....           8
     Control over Purchases.................................          10
     Sale of Shares for the Plan............................          10
     Safekeeping of Your Stock Certificates and Book                    
      Entry.................................................          11
     Gifts, Transfers and Pledges of Shares.................          11
     Issuance of Certificates...............................          12
     Plan Service Fees......................................          13
     Tracking Your Investments..............................          13
     U.S. Federal Income Tax Information....................          13
     Miscellaneous..........................................          14
Plan of Distribution........................................          15
Experts.....................................................          16
Legal Matters...............................................          16
Available Information.......................................          16
Documents Incorporated by Reference.........................          17
Schedule I--List of Important Dates through 2005............         S-1
Additional Information......................................  Back Cover

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THE COMPANY                                                                   

United States Steel, through its domestic steel segment, is engaged in the      
production, sale and transportation of steel mill products, coke, taconite      
pellets and coal; the management of mineral resources; real estate development; 
and engineering and consulting services and, through its U.S. Steel Kosice      
segment, primarily located in the Slovak Republic, in the production and sale of
steel mill products and coke. Certain business activities are conducted through 
joint ventures and partially owned companies. United States Steel's principal   
executive offices are located at 600 Grant Street, Pittsburgh, PA 15219-2800,   
and its telephone number is (412) 433-1121.                                     

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THE PLAN                                                                      

The following describes and constitutes the Plan, as in effect on the date of   
this prospectus.                                                                

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ENROLLMENT                                                                    

The following table explains how to enroll in the Plan:                         

                                                        [Enlarge/Download Table]
                                                                                         

-- IF YOU DO NOT OWN ANY UNITED    You can join the Plan by making an initial investment 
   STATES STEEL COMMON STOCK       of at least $500 (maximum is $10,000) and returning a 
                                   completed authorization form along with your check or 
                                   money order payable to United States Steel            
                                   Corporation, to:                                      
                                   United States Steel Corporation                       
                                   Shareholder Services                                  
                                   600 Grant Street, Room 611                            
                                   Pittsburgh, PA 15219-2800                             
                                   A $10 enrollment fee will be deducted from your       
                                   initial investment. Please allow two weeks for your   
                                   account to be established, initial shares to be       
                                   purchased and a statement to be mailed to you. No     
                                   interest will be paid on amounts held pending         
                                   investment.                                           

-- IF YOU OWN UNITED STATES STEEL  You can join the Plan by returning a completed        
   COMMON STOCK                    authorization form to United States Steel Shareholder 
                                   Services. (No enrollment fee required.)               

-- IF YOUR SHARES ARE HELD IN A    To participate directly in the Plan, you should direct
   BROKERAGE, BANK OR OTHER        your broker, bank, or trustee to register some or all 
   INTERMEDIARY ACCOUNT            of your United States Steel common stock directly in  
                                   your name. You can then get started in the Plan by    
                                   returning a completed authorization form to United    
                                   States Steel Shareholder Services. Authorization forms
                                   are mailed automatically once shares are registered in
                                   your name. (No enrollment fee required.)              

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ADMINISTRATOR OF THE PLAN                                                     

United States Steel administers the Plan, keeps records, sends statements of    
account to you and performs other duties related to the Plan. United States     
Steel will register and hold shares purchased for you through the Plan or       
deposited by you for safekeeping in the Plan (collectively "Plan Shares") in the
name of United States Steel as agent, until a written request is received from  
you for the sale of or issuance of certificates for all or part of your Plan    
Shares. United States Steel also acts as dividend disbursing and transfer agent 
for the United States Steel common stock. United States Steel may appoint a     
different administrator for the Plan at any time. United States Steel, or any   
appointed administrator, is referred to as the "Administrator."                 

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INVESTMENT OPTIONS AND LIMITATIONS                                            

Once enrolled in the Plan, you have the following investment options:           

-- DIVIDEND REINVESTMENT                                                        

When completing the Dividend Reinvestment section of the authorization form, YOU
MUST CHOOSE ONE OF THE FOLLOWING:                                               

   FULL DIVIDEND REINVESTMENT.  Purchase shares of United States Steel
     common stock with all of your cash dividends. The dividends on all of
        your shares held in the Plan will also be reinvested in shares of United
       States Steel common stock. Additional shares may also be purchased with
optional cash.                                                  

       PART CASH--PART DIVIDEND REINVESTMENT.  Receive a cash dividend payment
      based on the number of full shares you specify. This option allows you
        to receive a fixed amount of cash each quarter, assuming the dividend is
      paid and stays the same. The balance of your dividends will be used to
purchase shares of United States Steel common stock.            

You can have your cash dividends deposited directly into your bank account      
instead of receiving a check by mail. Just complete the appropriate sections of 
the Direct Deposit Form from United States Steel Shareholder Services. You can  
also change your designated bank account for direct deposit with the same form. 
The forms will be acted upon as soon as possible after they are received, and   
you can discontinue this feature by notifying United States Steel Shareholder   
Services in writing.                                                            

You can change your dividend reinvestment election at any time by notifying     
United States Steel Shareholder Services.                                       

-- OPTIONAL CASH INVESTMENTS ONLY                                               

You can purchase additional shares of United States Steel common stock by using 
the Plan's optional cash investment feature regardless of whether dividends are 
reinvested. Dividends will be automatically reinvested on those shares retained 
in the Plan. You can invest at least $50 at any one time up to a maximum of     
$10,000 in any month unless the limit is waived by United States Steel. INTEREST
WILL NOT BE PAID ON AMOUNTS HELD PENDING INVESTMENT.                            

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  O BY AUTOMATIC WITHDRAWAL FROM YOUR BANK ACCOUNT.  If you wish to make regular
 monthly purchases, you can authorize an automatic monthly withdrawal from
   your bank account by completing the reverse side of the authorization form.
This feature enables you to make ongoing investments without writing a  
check. Funds will be deducted from your bank account on the fifth day of
  each month. If this date falls on a bank holiday or weekend, funds will be
deducted on the next business day. Please allow up to six weeks for the 
  first automatic monthly withdrawal to be initiated. You must notify United
States Steel Shareholder Services in writing to change or terminate     
automatic withdrawal.                                                   

 O BY CHECK OR MONEY ORDER.  You can make optional cash investments by sending
 a check or money order payable to United States Steel Corporation. DO NOT
SEND CASH.                                                              

To facilitate processing of your investment, please use the transaction stub    
located at the top of your quarterly statement. Mail your check and transaction 
stub to the address specified on the statement. Since funds will normally be    
invested on Friday of each week, funds from checks received after 2:00 p.m. on  
Thursday will be invested on Friday of the following week. You may not sell or  
withdraw shares purchased by check for a period of 14 days from the receipt of  
the check. A $25 fee will be assessed for a check that is returned for          
insufficient funds.                                                             

IF YOU RETURN AN AUTHORIZATION FORM BUT MAKE NO SELECTION, YOU WILL BE ENROLLED 
AS HAVING SELECTED FULL DIVIDEND REINVESTMENT. In all cases, cash dividends on  
all Plan Shares will be reinvested in accordance with the Plan, including cash  
dividends on such shares purchased with optional cash payments.                 

-- LIMITATIONS ON PURCHASES                                                     

O Optional and Initial Cash Investments                                     

-- at least $500 initial cash investment                              

-- at least $50 optional cash investment at any one time              

-- no more than $10,000 in any one month                              

O Dividend Reinvestments                                                    

-- up to $15,000 per dividend payment                                 

O All limitations may be waived by United States Steel upon written request 

-- AGGREGATION OF ACCOUNTS FOR PURPOSE OF LIMITATIONS                           

For the purpose of the above limitations ("Plan Limits"), United States Steel   
may aggregate all reinvested dividends and optional and initial cash payments   
for participants with more than one account using the same Social Security      
Number or Taxpayer Identification Number. For participants unable to supply a   
Social Security Number or Taxpayer Identification Number, their participation   
may be limited by United States Steel to only one Plan account.                 

Also for the purpose of such Plan Limits, all Plan accounts which United States 
Steel believes to be under common control or management or to have common       
ultimate beneficial ownership may be aggregated. Unless United States Steel has 
determined that reinvestment of dividends and investment of optional cash       
payments for each such account would be consistent with the purposes of the     
Plan, United States Steel will have the right to aggregate all such accounts and
to                                                                              

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return, without interest, within 30 days of receipt, any amounts in excess of   
the investment limitations applicable to a single account received in respect of
all such accounts.                                                              

-- WAIVER OF LIMITATIONS                                                        

Initial cash payments and optional cash payments in excess of $10,000 per month 
may be made only pursuant to a written Waiver of Limitation by United States    
Steel for the total amount submitted. A copy of such written approval must      
accompany any cash payment to which this limitation applies.                    

Requests for waiver of the $15,000 limitation on reinvestment of dividends and  
other questions concerning waivers should be directed to United States Steel at 
(412) 433-4707. It is solely within United States Steel's discretion as to      
whether any waiver of the allowable maximum amounts will be granted.            

In deciding whether to approve a request, United States Steel will consider     
relevant factors including, but not limited to, United States Steel's need for  
additional funds, the attractiveness of obtaining such additional funds by the  
sale of United States Steel common stock by comparison to other sources of      
funds, the applicable purchase price, the participant submitting the request,   
the extent and nature of such participant's prior participation in the Plan, the
number of shares of United States Steel common stock held of record by such     
participant and the aggregate amount of such dividends and initial or optional  
cash payments in excess of the allowable maximum amounts for which requests have
been submitted by all participants.                                             

If requests are submitted for any Investment Date (see "Purchase of Shares for  
the Plan--Purchases Exceeding Plan Limits--Discount in Effect" on page 8 for a  
discussion of the Investment Date) for an aggregate amount in excess of the     
amount United States Steel is then willing to accept, United States Steel may   
honor such requests in order of receipt, pro rata or by any other method which  
United States Steel determines to be appropriate.                               

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PURCHASE OF SHARES FOR THE PLAN                                               

The following discussion pertains to                                  

(a) all purchases within Plan Limits and                    

   (b) all purchases in excess of Plan Limits when no Discount (as
defined below) is in effect.                                          

-- PURCHASE INTERVALS                                                           

The Administrator will use initial and optional cash investments to purchase    
shares of United States Steel common stock as promptly as practicable, normally 
once each week. To the extent dividends are declared, the Administrator will use
reinvested dividends to purchase shares on the quarterly dividend payment date. 
Purchases may be made over a number of days to meet the requirements of the     
Plan.                                                                           

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-- SOURCE AND PRICING OF SHARES                                                 

   SOURCE OF SHARES.  Stock needed to meet the requirements of the Plan will
either be purchased in the open market or issued directly by United States      
Steel.                                                                          

     PRICE OF SHARES PURCHASED IN THE OPEN MARKETS.  If the shares are purchased
in the open market, your price per share will be the weighted average price of  
shares purchased on that day. With respect to open market purchases, the        
Administrator will purchase shares for the Plan on any securities exchange where
United States Steel common stock is traded, in the over-the-counter market or in
privately negotiated transactions.                                              

Trading fees incurred by the Plan for purchases will be paid by United States   
Steel and will be reported to you as taxable income on Form 1099-DIV. All       
computations of shares are calculated to three decimals and fractional shares   
are credited to your account.                                                   

PRICE OF SHARES PURCHASED FROM UNITED STATES STEEL.  If the shares are
purchased from United States Steel, your price per share will be the average of 
the daily high and low sale prices quoted on the New York Stock Exchange        
Composite Transactions as reported in the Wall Street Journal (the "NYSE        
Composite") listing for the day the shares are purchased.                       

If there is no trading of United States Steel common stock on the NYSE on the   
day the price is to be determined, the price per share will be determined by    
United States Steel on the basis of such market quotations as it considers      
appropriate.                                                                    

Because the Administrator may periodically change between the above methods for 
purchasing shares, there can be no assurance that the method for determining    
your price per share will not change. To obtain the current method, please call 
(412) 433-4707.                                                                 

    DISCOUNT.  The Plan contemplates that shares purchased under the Plan with
reinvested dividends as well as optional cash purchases of up to $10,000 may, IN
THE SOLE DISCRETION OF UNITED STATES STEEL, be subject to a discount of 0 to 3% 
("Discount"). The Discount will be established in United States Steel's sole    
discretion after a review of current market conditions, the level of            
participation and current and projected capital needs. The Discount will apply  
to initial and optional cash investments and the reinvestment of dividends. The 
Discount will be subtracted from the purchase price of shares purchased for the 
Plan for the relevant month. Notice will be given to Participants or a public   
announcement will be made upon the implementation or discontinuance of any      
Discount.                                                                       

PURCHASES EXCEEDING PLAN LIMITS--DISCOUNT IN EFFECT                             

   The following discussion pertains only to purchases for which a Waiver of
Limitation has been obtained when the Discount is in effect. The terms set forth
below will apply to the full amount for which a waiver has been obtained. For   
example, if a waiver is obtained to make an optional cash purchase of $20,000,  
$10,000 over the limit, the full $20,000 will be subject to these terms.        

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For a list of important dates with respect to purchases exceeding Plan
limits when a Discount is in effect, see Schedule I on page S-1. Schedule I is  
only a guide. Actual dates may be obtained by calling (412) 433-4707.           

-- PURCHASE INTERVALS                                                           

The Administrator will use initial and optional cash investments for which a    
waiver has been obtained to purchase shares of United States Steel common stock 
once each month. To the extent dividends are declared, the Administrator will   
use reinvested dividends to purchase shares on a quarterly basis.               

-- SOURCE AND PRICING OF SHARES                                                 

     SOURCE OF SHARES.  Stock required to meet the requirements of the Plan when
a Discount is in effect will be issued directly by United States Steel.         

 PRICE OF SHARES.  Your price per share will be the average of the daily
high and low sales prices of United States Steel common stock on the NYSE       
Composite for the twelve Trading Days immediately preceding the relevant        
Investment Date less the Discount.                                              

SEE SCHEDULE I FOR A LIST OF RELEVANT DATES AND DEFINITIONS.          

O A "Trading Day" means a day on which trades of the United States Steel    
common stock are reported on the New York Stock Exchange.               

O The twelve Trading Days immediately preceding the relevant Investment Date
is the relevant "Pricing Period."                                       

-- TIMING. Shares purchased from United States Steel will be purchased on the   
Investment Date which is on or about the tenth of each month.                   

IN ORDER FOR SUCH FUNDS TO BE INVESTED ON THE NEXT INVESTMENT DATE, UNITED      
STATES STEEL MUST BE IN RECEIPT OF FUNDS ON OR BEFORE THE BUSINESS DAY          
IMMEDIATELY PRECEDING THE FIRST DAY OF THE RELATED PRICING PERIOD. UNITED STATES
STEEL WILL RETURN, WITHOUT INTEREST, ANY PAYMENTS RECEIVED AFTER THE CLOSE OF   
BUSINESS ON THE BUSINESS DAY IMMEDIATELY PRECEDING THE FIRST DAY OF THE PRICING 
PERIOD AND BEFORE THE RELATED INVESTMENT DATE                                   

-- THRESHOLD PRICE LIMIT                                                        

With respect to initial or optional cash purchases exceeding plan limits when   
the Discount is in effect, United States Steel will establish for each Pricing  
Period a minimum price (the "Threshold Price") applicable to the purchase of    
newly issued shares of United States Steel common stock. The Threshold Price and
return procedure, discussed below, do not apply to the reinvestment of          
dividends.                                                                      

The Threshold Price will be established by United States Steel two business days
prior to the Record Date at United States Steel's sole discretion after a review
of current market conditions and other relevant factors. It will be a stated    
dollar amount that the average of the high and low sale prices on the NYSE      
Composite for a Trading Day of the Pricing Period must equal or exceed.         

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In the event that the Threshold Price is not satisfied for a Trading Day of the 
Pricing Period, then that Trading Day and the trading prices for that day will  
be excluded from the Pricing Period and the determination of the purchase price.
A day will also be excluded from the Pricing Period and the determination of the
purchase price if there are no trades of United States Steel common stock       
reported on the NYSE for such day. For example, if the Threshold Price is not   
satisfied for three of the twelve Trading Days, then the purchase price will be 
based upon the remaining nine Trading Days for which the Threshold Price was    
satisfied.                                                                      

Each Trading Day of a Pricing Period for which the Threshold Price is not       
satisfied or each day for which there are no trades of United States Steel      
common stock reported on the NYSE will cause the return of a portion of your    
initial or optional cash payment. The returned amount will equal one-twelfth of 
the total amount of the initial or optional cash payments for which the relevant
Waiver of Limitation was received for each Trading Day that the Threshold Price 
is not satisfied or for each day no such sales are reported. For example, if the
Threshold Price is not satisfied or no such sales are reported for three Trading
Days, 3/12 (or 25%) of your initial or optional cash payments for which the     
relevant Waiver of Limitation was received will be returned without interest to 
you.                                                                            

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CONTROL OVER PURCHASES                                                        

Unless otherwise provided herein, the Administrator, currently United States    
Steel, decides whether purchases are to be made in the open market or from      
United States Steel and engages a bank or other agent for purposes of making    
open market purchases. Neither United States Steel nor any participant in the   
Plan has the authority or power to control either the timing or pricing of      
shares purchased in the open market.                                            

If you send in an initial or optional cash investment, it is possible that the  
market price of United States Steel common stock could go up or down before your
funds are used to purchase stock. Further, the Administrator may change the     
method of stock purchase (purchase in the open market or from United States     
Steel) at any time within any three month period. THEREFORE, YOU WILL NOT BE    
ABLE TO PRECISELY TIME YOUR PURCHASES THROUGH THE PLAN AND WILL BEAR THE MARKET 
RISK ASSOCIATED WITH FLUCTUATIONS IN THE PRICE OF UNITED STATES STEEL COMMON    
STOCK.                                                                          

IN ADDITION, YOU WILL NOT EARN INTEREST ON INITIAL OR OPTIONAL CASH INVESTMENTS 
FOR THE PERIOD BEFORE THE SHARES ARE PURCHASED.                                 

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SALE OF SHARES FOR THE PLAN                                                   

TIMING AND CONTROL                                                              

You can sell any number of shares held in your Plan account or book entry form  
by notifying United States Steel Shareholder Services. United States Steel will 
endeavor to arrange sales weekly on Friday, provided that it has been advised in
writing of such sale no later than the preceding day. The sale price will be the
weighted average price of all shares sold on that sale                          

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date for Plan participants. You will receive the proceeds of the sale less a    
trading fee of $.05 per share (subject to change at any time), and any required 
tax withholdings.                                                               

YOU WILL NOT BE ABLE TO PRECISELY TIME YOUR SALES THROUGH THE PLAN AND WILL BEAR
THE MARKET RISK ASSOCIATED WITH FLUCTUATION IN THE PRICE OF UNITED STATES STEEL 
COMMON STOCK. That is, if you send in a request to sell shares, it is possible  
that the market price of United States Steel common stock could go down or up   
before your shares are sold. In addition, you will not earn interest on a sales 
transaction.                                                                    

You can choose to sell your shares through a stockbroker of your choice, in     
which case you should request a certificate for your shares from United States  
Steel Shareholder Services. Allow two weeks for delivery of the certificate.    
(See "Issuance of Certificates" on page 12.)                                    

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SAFEKEEPING OF YOUR STOCK CERTIFICATES AND BOOK ENTRY                         

Any United States Steel stockholder may use the Plan's "safekeeping" service to 
deposit United States Steel common stock certificates at no cost whether or not 
dividends are reinvested. Safekeeping is beneficial because you no longer bear  
the risk and cost associated with the loss, theft, or destruction of stock      
certificates.                                                                   

With safekeeping, you have the option of reinvesting all, a portion or none of  
your dividends. You may also take advantage of the sale of shares feature of the
Plan. Certificates will be issued upon request. (See "Issuance of Certificates" 
on page 12.)                                                                    

To use the safekeeping service, send your certificates to United States Steel   
Shareholder Services by registered mail with written instructions to deposit    
them for safekeeping. The shares should be insured for approximately 2% of the  
value of the shares. Do not endorse the certificates or complete the assignment 
section. The address of United States Steel Shareholder Services is on the      
inside back cover of this prospectus.                                           

Shares of United States Steel common stock that you buy under the Plan will be  
maintained in your Plan account for safekeeping in book entry form. You will    
receive a quarterly statement detailing the status of your holdings.            

--------------------------------------------------------------------------------
GIFTS, TRANSFERS AND PLEDGES OF SHARES                                        

YOU CAN GIVE OR TRANSFER SHARES OF UNITED STATES STEEL COMMON STOCK TO ANYONE   
YOU CHOOSE BY:                                                                  

O Making an initial $500 cash investment to establish an account in the     
recipient's name; or                                                    

 O Submitting an optional cash investment on behalf of an existing stockholder
in the Plan in an amount not less than $50 nor more than $10,000; or    

O Transferring shares from your account to the recipient (minimum of five   
shares to new accounts).                                                

You may transfer shares to new or existing stockholders. United States Steel    
Shareholder Services will automatically place such new accounts in full dividend
reinvestment status. New                                                        

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participants, at their discretion, may elect another investment option by giving
notice to United States Steel Shareholder Services. If you participate in       
dividend reinvestment and you request to either (a) transfer all of your shares 
or (b) make a partial sale and transfer the balance of your shares between the  
ex-dividend and the dividend record date, the processing of your request may be 
held until after your account is credited with reinvested dividends. This       
holding period could be as long as three weeks.                                 

To transfer shares, you must have your signature guaranteed by a financial      
institution participating in the Medallion Guarantee Program (generally a broker
or a bank). The Medallion Guarantee Program ensures that the individual signing 
the certificate or stock power is in fact the registered owner.                 

Plan shares may not be pledged and any such purported pledge shall be void. If  
you want to pledge your shares, you must first withdraw them from your Plan     
Account.                                                                        

If you need additional assistance, please call United States Steel Shareholder  
Services at (412) 433-4801.                                                     

--------------------------------------------------------------------------------
ISSUANCE OF CERTIFICATES                                                      

You can withdraw all or some of the shares from your Plan account by notifying  
United States Steel Shareholder Services.                                       

Certificates will be issued for whole shares only. In the event your request    
involves a fractional share, a check (less any applicable fees) for the value of
the fractional share will be mailed to you. You should receive your certificate 
within two weeks of your request. Dividends will continue to be reinvested in   
United States Steel common stock unless United States Steel is specifically     
advised to discontinue reinvestment.                                            

Certificates will be issued in the name(s) in which the account is registered,  
unless otherwise instructed. If the certificate is to be issued in a name other 
than your Plan account registration name, the signature on the instructions or  
stock power authorizing the issuance must be guaranteed by a financial          
institution participating in the Medallion Guarantee Program, as described      
above.                                                                          

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PLAN SERVICE FEES                                                             

                                                        [Enlarge/Download Table]
                                                                                             
ENROLLMENT FEE FOR NEW INVESTORS...........................     $10.00 per Account Enrollment
PURCHASE OF SHARES.........................................                         No Charge
SALE OF SHARES (Partial or Full):                                                            
     Transaction Fee.......................................                         No Charge
     Trading Fee...........................................                   $0.05 per Share
                                                                          (Subject to Change)
REINVESTMENT OF DIVIDENDS..................................                         No Charge
OPTIONAL CASH INVESTMENTS VIA CHECK OR AUTOMATIC                                             
  INVESTMENT...............................................                         No Charge
GIFT OR TRANSFER OF SHARES.................................                         No Charge
SAFEKEEPING OF STOCK CERTIFICATES..........................                         No Charge
CERTIFICATE ISSUANCE.......................................                         No Charge
RETURNED CHECKS............................................                  $25.00 per Check
DUPLICATE STATEMENTS:                                                                        
     Current Year..........................................                         No Charge
     Prior Year(s)......................................... $5.00 per Year, up to $25 Maximum

The fee for duplicate statements must be paid in advance. In all other cases,   
the applicable fees will be deducted from either the investment or proceeds from
a sale.                                                                         

--------------------------------------------------------------------------------
TRACKING YOUR INVESTMENTS                                                     

United States Steel Shareholder Services will mail you a quarterly statement    
showing all transactions (shares, amounts invested, purchase prices) for your   
account including year-to-date and other account information. Supplemental      
statements or notices will be sent when you make an initial or optional cash    
investment or a deposit, transfer or withdrawal of shares.                      

PLEASE RETAIN YOUR STATEMENTS TO ESTABLISH THE COST BASIS OF SHARES PURCHASED   
UNDER THE PLAN FOR INCOME TAX AND OTHER PURPOSES AND TO AVOID ACCOUNT RESEARCH  
FEES.                                                                           

You should notify United States Steel Shareholder Services promptly of any      
change in address since all notices, statements and reports will be mailed to   
your address of record.                                                         

--------------------------------------------------------------------------------
U.S. FEDERAL INCOME TAX INFORMATION                                           

Cash dividends reinvested under the Plan will be taxable as having been received
by you even though you have not actually received them in cash. Any Discount on 
cash purchases and any Discount on dividend reinvestments is treated as a       
dividend to the shareholder. You will receive an annual statement from the      
Administrator indicating the amount of reinvested dividends and Discounts       
reported to the U.S. Internal Revenue Service as dividend income. The statement 
will also reflect any trading fees paid by United States Steel on your behalf   
for purchases of shares.                                                        

You will not realize gain or loss for U. S. Federal income tax purposes upon    
deposit of shares into the Plan or the withdrawal of whole shares from the Plan.
You will, however, generally realize gain or loss upon the sale of shares       
(including the receipt of cash for fractional shares) held in the Plan.         

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Plan participants who are non-resident aliens or non-U. S. corporations,        
partnerships or other entities generally are subject to a withholding tax on    
dividends paid on shares held in the Plan. The Administrator is required to     
withhold from dividends paid the appropriate amount determined in accordance    
with U. S. Treasury regulations. Any applicable withholding tax may be          
determined by treaty between the U. S. and the country in which such participant
resides. Accordingly, the amount of any dividends, net of the applicable        
withholding tax, will be credited to participant Plan accounts for the          
investment in additional common stock.                                          

The above summary is not a comprehensive summary of all of the tax              
considerations that may be relevant to a participant in the Plan. Therefore, you
are urged to consult your tax advisors regarding the consequences of            
participation in the Plan.                                                      

--------------------------------------------------------------------------------
MISCELLANEOUS                                                                 

-- VOTING OF PROXIES                                                            

United States Steel will mail you proxy materials including a proxy card        
representing both the shares for which you hold certificates and the shares in  
your Plan account. Your shares will be voted as indicated by you. If you do not 
return the proxy card or if you return it unsigned, none of your shares will be 
voted.                                                                          

-- RESPONSIBILITY OF ADMINISTRATOR AND UNITED STATES STEEL CORPORATION          

Neither United States Steel nor any other Administrator nor any agent will be   
liable for any act they do in good faith or for any good faith omission to act. 
This includes, without limitation, any claims of liability:                     

O for failure to terminate your account upon your death prior to receiving  
written notice of such death; or                                        

 O relating to purchases or sales prices reflected in your Plan account or the
dates of purchases or sales of your Plan shares; or                     

O for any fluctuation in the market value after purchase or sale of shares. 

Neither United States Steel nor any Plan Administrator can assure you a profit  
or protect you against a loss on the shares you purchase under the Plan.        

-- DIVIDENDS                                                                    

The terms of United States Steel's indebtedness limit the ability of United     
States Steel to pay dividends. Subject to these limitations, the declaration of 
dividends on United States Steel common stock is at the discretion of United    
States Steel's board of directors and will be declared and paid after           
consideration of various factors, including, without limitation, the earnings   
and financial condition of United States Steel. The board of directors of United
States Steel has the right to change the amount of dividends at any time.       

-- PLAN MODIFICATION OR TERMINATION                                             

UNITED STATES STEEL RESERVES THE RIGHT TO SUSPEND, MODIFY OR TERMINATE THE PLAN 
AT ANY TIME. You will receive notice of any such suspension, modification or    
termination. United States Steel                                                
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and any other Administrator also reserve the right to change any and all        
administrative procedures and costs associated with the Plan.                   

-- CHANGE OF ELIGIBILITY OR TERMINATION                                         

You will remain a participant of the Plan until you withdraw from the Plan or   
the Plan is terminated. United States Steel reserves the right to deny, suspend 
or terminate participation by a stockholder who is using the Plan for purposes  
inconsistent with the intended purpose of the Plan. In such event, United States
Steel Shareholder Services will notify you in writing and will continue to      
safekeep your shares but will no longer accept optional cash investments or     
reinvest your dividends. United States Steel Shareholder Services will issue a  
certificate to you upon written request.                                        

If the number of shares on which dividends are reinvested falls below one share,
your participation in the Plan will be automatically terminated and a check will
be sent to you for any fractional share remaining.                              

-- FOREIGN PARTICIPATION                                                        

If you live outside of the U. S., you should first determine if there are any   
laws or governmental regulations that would prohibit your participation in the  
Plan. United States Steel reserves the right to terminate participation of any  
stockholder if it deems it advisable under any foreign laws or regulations.     

-- INTERPRETATION                                                               

United States Steel may adopt rules and regulations to facilitate the           
administration of the Plan. Any question of interpretation under the Plan will  
be determined by United States Steel and any such determination will be final.  

The Plan, all related forms and your account shall be governed by and construed 
in accordance with the laws of the Commonwealth of Pennsylvania and cannot be   
modified orally.                                                                

--------------------------------------------------------------------------------
PLAN OF DISTRIBUTION                                                          

Except to the extent the Plan Administrator purchases United States Steel common
stock ("Common Shares") in open market transactions, the Common Shares acquired 
under the Plan will be sold directly by the Company through the Plan. The       
Company may sell Common Shares to owners of shares (including brokers or        
dealers) who, in connection with any resales of such shares, may be deemed to be
underwriters. In connection with any such transaction, compliance with          
Regulation M under the Securities Exchange Act of 1934 would be required. Such  
shares, including shares acquired pursuant to waivers granted with respect to   
the initial or optional cash purchase feature of the Plan, may be resold in     
market transactions (including coverage of short positions) on any national     
securities exchange on which Common Shares trade or in privately negotiated     
transactions. The Common Shares are currently listed on the New York Stock      
Exchange. Under certain circumstances, it is expected that a portion of the     
Common Shares available for issuance under the Plan will be issued pursuant to  
such waivers. The difference between the price such owners pay to the Company   
for Common Shares acquired under the                                            

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Plan, after deduction of the applicable discount from the Market Price, and the 
price at which such shares are resold, may be deemed to constitute underwriting 
commissions received by such owners in connection with such transactions. Any   
such underwriter involved in the offer and sale of the Common Shares will be    
named in an applicable prospectus supplement. Any underwriting compensation paid
by the Company to underwriters or agents in connection with the offering of the 
Common Shares, and any discounts, concessions or commissions allowed by         
underwriters to participating dealers, will be set forth in an applicable       
prospectus supplement.                                                          

Except with respect to open market purchases of Common Shares relating to       
reinvested distributions, the Company will pay any and all brokerage commissions
and related expenses incurred in connection with purchases of Common Shares     
under the Plan. Upon withdrawal by a Participant from the Plan by the sale of   
Common Shares held under the Plan, the Participant will receive the proceeds of 
such sale less (i) a nominal fee per transaction (see "Plan Service Fees" on    
page 13) paid to the Plan Administrator (if such resale is made by the Plan     
Administrator at the request of a Participant), (ii) any related brokerage      
commissions and (iii) any applicable transfer taxes.                            

Common Shares may not be available under the Plan in all states. This Prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy, any 
Common Shares or other securities in any state or any other jurisdiction to any 
person to whom it is unlawful to make such offer in such jurisdiction.          

--------------------------------------------------------------------------------
EXPERTS                                                                       

The consolidated financial statements incorporated in this Prospectus by        
reference to the Annual Report on Form 10-K for the year ended December 31, 2001
have been so incorporated in reliance on the report of PricewaterhouseCoopers   
LLP, independent accountants, given on the authority of said firm as experts in 
auditing and accounting.                                                        

--------------------------------------------------------------------------------
LEGAL MATTERS                                                                 

The validity of the issuance of the shares of United States Steel common stock  
offered hereby will be passed upon for United States Steel by Dan D. Sandman,   
Esq., Vice Chairman and Chief Legal & Administrative Officer, General Counsel   
and Secretary of United States Steel, Stephan K. Todd, Esq., Vice President-Law 
of United States Steel, or by Robert M. Stanton, Esq., Assistant General        
Counsel-Corporate and Assistant Secretary of United States Steel. Messrs.       
Sandman, Todd and Stanton, in their respective capacities as set forth above are
paid salaries by United States Steel, participate in various employee benefit   
plans offered by United States Steel and own common stock of United States      
Steel.                                                                          

--------------------------------------------------------------------------------
AVAILABLE INFORMATION                                                         

United States Steel files annual, quarterly and special reports, proxy          
statements and other information with the Securities and Exchange Commission    
under the Securities Exchange Act of                                            

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1934. You may read and copy this information at the following location of the   
Securities and Exchange Commission:                                             

Public Reference Room 
450 Fifth Street, N.W.
Room 1024 
Washington, D.C. 20549

You may obtain information on the operation of the Public Reference Room by     
calling the SEC at 1-800-SEC-0330.                                              

You can also inspect reports, proxy statements and other information about      
United States Steel at the offices of the National Association of Securities    
Dealers, Inc., 9513 Key West Avenue, Rockville, Maryland 20850.                 

The Securities and Exchange Commission also maintains an Internet worldwide web 
site that contains reports, proxy statements and other information about        
issuers, like United States Steel, who file electronically with the Securities  
and Exchange Commission. The address of that site is http://www.sec.gov.        

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR           
INFORMATION THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO      
PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT.                                 

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE 
TO WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY,  
THE SECURITIES TO WHICH IT RELATES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT 
IS NOT LAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.      
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS 
OF ANY TIME SUBSEQUENT TO ITS DATE.                                             

--------------------------------------------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE                                           

The SEC allows us to "incorporate by reference" into this prospectus the        
information in documents we file with it, which means that we can disclose      
important information to you by referring you to those documents. The           
information incorporated by reference is considered to be a part of this        
prospectus, and later information that we file with the SEC will update and     
supersede this information. We incorporate by reference the following documents 
and any future filings we make with the SEC under Section 13(a), 13(c), 14, or  
15(d) of the Securities Exchange Act of 1934 until the termination of the       
offering:                                                                       

      (a)United States Steels' Annual Report on Form 10-K for the year ended
December 31, 2001;                                        

     (b)United States Steels' Proxy Statement on Schedule 14A, dated March
11, 2002; and                                             

      (c)United States Steels' Current Reports on Form 8-K dated February 8,
2002 and March 1, 2002.                                   

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Any statement contained in a document incorporated by reference to this         
prospectus will be deemed to be modified or superseded for purposes of this     
prospectus to the extent that a statement contained herein modifies or          
supersedes such statement. Any such statement so modified or superseded will not
be deemed to constitute a part of this prospectus except as so modified or      
superseded.                                                                     

UNITED STATES STEEL WILL PROVIDE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST,  
TO EACH PERSON TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED A COPY OF ANY OF  
THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE (NOT INCLUDING THE EXHIBITS TO   
SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE 
IN SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO UNITED STATES STEEL          
CORPORATION, 600 GRANT STREET, PITTSBURGH, PENNSYLVANIA 15219-2800, ATTENTION:  
SHAREHOLDER SERVICES, TELEPHONE (412) 433-4801.                                 

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                                                                      SCHEDULE I

UNITED STATES STEEL CORPORATION COMMON STOCK
DIVIDEND REINVESTMENT AND 
DIRECT STOCK PURCHASE PLAN
LIST OF IMPORTANT DATES THROUGH 2005
APPLICABLE ONLY IF DISCOUNT IS IN EFFECT

                                                                [Download Table]

               (C)             (D)           (E)                            (G)    
       THRESHOLD PRICE AND      *       OPTIONAL CASH         (F)                  
       WAIVER DISCOUNT, IF    RECORD   INVESTMENTS MUST  PRICING PERIOD  INVESTMENT
CYCLE  ANY, WILL BE SET BY:   DATE:    BE RECEIVED BY:    START DATE:      DATE:   
-----  --------------------  --------  ----------------  --------------  ----------
                                                                                   
  B           1/17/02         1/22/02       1/23/02          1/24/02       2/11/02 
  A           2/15/02         2/20/02       2/20/02          2/21/02       3/11/02 
  B           3/18/02         3/20/02       3/21/02          3/22/02       4/10/02 
  B           4/18/02         4/22/02       4/23/02          4/24/02       5/10/02 
  A           5/14/02         5/16/02       5/21/02          5/22/02       6/10/02 
  B           6/17/02         6/19/02       6/20/02          6/21/02       7/10/02 
  B           7/19/02         7/23/02       7/24/02          7/25/02       8/12/02 
  A           8/19/02         8/21/02       8/21/02          8/22/02       9/10/02 
  B           9/18/02         9/20/02       9/23/02          9/24/02      10/10/02 
  B          10/18/02        10/22/02      10/23/02         10/24/02      11/11/02 
  A          11/18/02        11/20/02      11/20/02         11/21/02      12/10/02 
  B          12/17/02        12/19/02      12/20/02         12/23/02       1/10/03 
  B           1/15/03         1/17/03       1/22/03          1/23/03       2/10/03 
  A           2/14/03         2/19/03       2/19/03          2/20/03       3/10/03 
  B           3/19/03         3/21/03       3/24/03          3/25/03       4/10/03 
  B           4/17/03         4/22/03       4/23/03          4/24/03       5/12/03 
  A           5/19/03         5/21/03       5/21/03          5/22/03       6/10/03 
  B           6/17/03         6/19/03       6/20/03          6/23/03       7/10/03 
  B           7/17/03         7/21/03       7/23/03          7/24/03       8/11/03 
  A           8/18/03         8/20/03       8/21/03          8/22/03       9/10/03 
  B           9/19/03         9/22/03       9/23/03          9/24/03      10/10/03 
  B          10/17/03        10/21/03      10/22/03         10/23/03      11/10/03 
  A          11/17/03        11/19/03      11/20/03         11/21/03      12/10/03 
  B          12/17/03        12/19/03      12/22/03         12/23/03       1/12/04 
  B           1/16/04         1/21/04       1/22/04          1/23/03       2/10/04 
  A           2/13/04         2/18/04       2/20/04          2/23/04       3/10/04 
  B           3/18/04         3/22/04       3/23/04          3/24/04       4/12/04 
  B           4/16/04         4/20/04       4/21/04          4/22/04       5/10/04 
  A           5/17/04         5/19/04       5/21/04          5/24/04       6/10/04 
  B           6/17/04         6/21/04       6/22/04          6/23/04       7/12/04 
  B           7/19/04         7/21/04       7/22/04          7/23/04       8/10/04 
  A           8/16/04         8/18/04       8/23/04          8/24/04       9/10/04 
  B           9/17/04         9/21/04       9/22/04          9/23/04      10/11/04 
  B          10/19/04        10/21/04      10/22/04         10/25/04      11/10/04 
  A          11/15/04        11/17/04      11/22/04         11/23/04      12/10/04 
  B          12/15/04        12/17/04      12/20/04         12/21/04       1/10/05 
  B           1/19/05         1/21/05       1/24/05          1/25/05       2/10/05 
  A           2/14/05         2/16/05       2/18/05          2/22/05       3/10/05 

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                                                                [Download Table]

               (C)             (D)           (E)                            (G)    
       THRESHOLD PRICE AND      *       OPTIONAL CASH         (F)                  
       WAIVER DISCOUNT, IF    RECORD   INVESTMENTS MUST  PRICING PERIOD  INVESTMENT
CYCLE  ANY, WILL BE SET BY:   DATE:    BE RECEIVED BY:    START DATE:      DATE:   
-----  --------------------  --------  ----------------  --------------  ----------
                                                                                   
  B           3/17/05         3/21/05       3/22/05          3/23/05       4/11/05 
  B           4/18/05         4/20/05       4/21/05          4/22/05       5/10/05 
  A           5/16/05         5/18/05       5/23/04          5/24/05       6/10/05 
  B           6/16/05         6/20/05       6/21/05          6/22/05       7/11/05 
  B           7/19/05         7/21/05       7/22/05          7/25/05       8/10/05 
  A           8/15/05         8/17/05       8/23/05          8/24/05       9/12/05 
  B           9/16/05         9/20/05       9/21/05          9/22/05      10/10/05 
  B          10/19/05        10/21/05      10/24/05         10/25/05      11/10/05 
  A          11/17/05        11/16/05      11/22/05         11/23/05      12/12/05 
  B          12/15/05        12/19/05      12/20/05         12/21/05       1/10/06 

---------                                                                       

                                                                [Download Table]
                                                                  
A.    Investment of optional cash investments and reinvestment of 
      dividends.                                                  
B.    Investment of optional cash investments only.               
C.    The Threshold Price and Waiver Discount (if any) will be    
      established two business days prior to the Record Date.     
D.    The Record Date for dividend months (those indicated by the 
      letter "A" in the cycle column) will be established by the  
      Board of Directors. The Record Date for non-dividend months 
      (those indicated by the letter "B" in the cycle column) will
      be two business days immediately preceding the first day of 
      the Pricing Period.                                         
E.    Optional cash payments are due by the last business day     
      prior to commencement of the Pricing Period.                
F.    The Pricing Period will be the twelve consecutive Trading   
      Days ending on the Trading Day immediately preceding the    
      Investment Date.                                            
G.    The Investment Date will be the dividend payment date during
      a month in which a cash dividend is paid and in any other   
      month, will be the tenth calendar day of such month,        
      however, if either the dividend payment date or such tenth  
      day falls on a date when the New York Stock Exchange is     
      closed, the Investment Date will be the first day following 
      on which the New York Stock Exchange is open.               

                                                                [Download Table]

                               U.S. EQUITY MARKETS CLOSED   
                            --------------------------------
                            2002     2003     2004     2005 
                            -----    -----    -----    -----
                                                            
New Years Day                1/1      1/1      1/1      1/1 
Martin L. King Day          1/21     1/20     1/19     1/17 
Presidents Day              2/18     2/17     2/16     2/21 
Good Friday                 3/29     4/18      4/9     3/25 
Memorial Day                5/27     5/26     5/31     5/30 
Independence Day             7/4      7/4      7/5      7/4 
Labor Day                    9/2      9/1      9/6      9/5 
Thanksgiving Day            11/28    11/27    11/25    11/24
Christmas Day               12/25    12/25    12/25    12/25

                                                                [Download Table]
                                                                
*     Record Dates in dividend months (February, May, August and
      November) are established as 3rd Wednesday of month unless
      that day is 15th, then date is 16th.                      

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--------------------------------------------------------------------------------
ADDITIONAL INFORMATION                                                        

For recorded information concerning the following Plan features, Call (412)     
433-4707.                                                                       

Discount                                                                
Threshold Price                                                         
Requests for Waivers                                                    
Source of Shares--Open Market Purchase or United States Steel Issuance  

For other information about the Plan contact United States Steel Shareholder    
Services:                                                                       

                                                                [Download Table]
                                       
Telephone:               (412) 433-4801
Facsimile:               (412) 433-4818
Email:      SHAREHOLDERSERVICES@USS.COM

Send written correspondence and optional cash Investments to:                   

UNITED STATES STEEL CORPORATION                                       
SHAREHOLDER SERVICES                                                  
600 GRANT STREET, ROOM 611                                            
PITTSBURGH, PA 15219-2800                                             

Please include your daytime telephone number. Please use transaction stub at top
of your quarterly statement for optional cash Investments.                      

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                                        LOGO

                                         UNITED STATES STEEL CORPORATION
                                         Dividend Reinvestment and
                                         Stock Purchase Plan
                                        Prospectus
                                        April 24, 2002

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PART II 
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                           

                                                                [Download Table]
                                                                       
Securities and Exchange Commission filing fee...............  $   9,004
Costs of printing and engraving.............................     49,000
Accounting fees and expenses................................     16,000
Miscellaneous expenses......................................     50,000
                                                              ---------
     Total..................................................  $ 124,004
                                                              =========

All of the foregoing expenses are estimated except for the Securities and       
Exchange Commission filing fee.                                                 

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

Article V of the By-Laws of United States Steel (the "Corporation") provides    
that the Corporation shall indemnify to the fullest extent permitted by law any 
person who is made or is threatened to be made a party or is involved in any    
action, suit, or proceeding whether civil, criminal, administrative or          
investigative by reason of the fact that he is or was a director, officer,      
employee or agent of the Corporation or is or was serving at the request of the 
Corporation as an officer, director, employee or agent of another corporation,  
partnership, joint venture, trust, enterprise, or nonprofit entity.             

The Corporation is empowered by Section 145 of the Delaware General Corporation 
Law, subject to the procedures and limitations stated therein, to indemnify any 
person who was or is a party or is threatened to be made a party to any         
threatened, pending or completed action, suit 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 such person is or was an   
officer, employee, agent or director 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 expenses (including attorneys' fees), judgments, fines and amounts paid 
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding 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 Corporation may       
indemnify any such person against expenses (including attorneys' fees) in an    
action by or in the right of the Corporation under the same conditions, except  
that no indemnification is permitted without judicial approval if such person is
adjudged to be liable to the Corporation. To the extent a director or officer is
successful on the merits or otherwise in the defense of any action referred to  
above, the Corporation must indemnify him against the expenses which he actually
and reasonably incurred in connection therewith.                                

Policies of insurance are maintained by the Corporation under which directors   
and officers of the Corporation are insured, within the limits and subject to   
the limitations of the policies, against                                        
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certain expenses in connection with the defense of actions, suits or            
proceedings, and certain liabilities which might be imposed as a result of such 
actions, suits or proceedings, to which they are parties by reason of being or  
having been such directors or officers.                                         

The Corporation's Restated Certificate of Incorporation provides that no        
director shall be personally liable to the Corporation or its stockholders for  
monetary damages for any breach of fiduciary duty by such director as a         
director, except (i) for breach of the director's duty of loyalty to the        
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)       
pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.       

ITEM 16. LIST OF EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.                    

(a) See Exhibit Index.                                                          

(b) All schedules are omitted because they are not applicable or the required   
information is contained in the respective financial statements or notes        
thereto.                                                                        

ITEM 17. UNDERTAKINGS.                                                          

(a) The undersigned registrant hereby undertakes:                               

     (1) To file, during any period in which offers or sales are being
made, a post- effective amendment to the registration statement:      

           (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;                       

             (ii) To reflect in the prospectus any facts or events arising after
                 the effective date of the registration statement (or the most
                recent post-effective amendment thereof) which, individually
              or in the aggregate, represent a fundamental change in the
        information set forth in the registration statement.

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                 statement or any material change to such information in the
registration statement;                   

           Provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
    apply if the information required to be included in a post-effective
       amendment by those paragraphs is contained in periodic reports filed by
        the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference herein. 

    (2) That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered 
   therein, and the offering of such securities at that time shall be deemed
to be the bona fide offering thereof.                                 

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        (3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the     
termination of the offering.                                          

(b) The Corporation hereby undertakes that, for purposes of determining any     
liability under the Securities Act of 1933, each filing of the Corporation's    
annual report pursuant to Section 13(a) or Section 15(d) of the Securities      
Exchange Act of 1934 that is incorporated by reference in the Registration      
Statement shall be deemed to be a new registration statement relating to the    
securities offered therein and the offering of such securities at that time     
shall be deemed to be the initial bona fide offering thereof.                   

(c) Insofar as indemnification for liabilities arising under the Securities Act 
of 1933 may be permitted to directors, officers and controlling persons of the  
Corporation pursuant to the foregoing provisions, or otherwise, the Corporation 
has been advised that in the opinion of the Securities and Exchange Commission  
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for         
indemnification against such liabilities (other than the payment by the         
Corporation of expenses incurred or paid by a director, officer or controlling  
person of the Corporation in the successful defense of any action, suit or      
proceeding) is asserted by such director, officer or controlling person in      
connection with the securities being registered, the Corporation will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such         
indemnification is against public policy as expressed in the Securities Act of  
1933 and will be governed by the final adjudication of such issue.              

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SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE     
REGISTRANT HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT NO. 1 TO THE           
REGISTRATION STATEMENT ON FORM S-3 TO BE SIGNED ON ITS BEHALF BY THE            
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF PITTSBURGH, COMMONWEALTH 
OF PENNSYLVANIA, ON APRIL 24, 2002.                                             

                                   UNITED STATES STEEL CORPORATION

                                By: /s/ GRETCHEN R. HAGGERTY
                                            ------------------------------------
                                      Name: Gretchen R. Haggerty
                                           Title:  Senior Vice President
                                and Controller

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS    
POST EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-3 HAS    
BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON APRIL 
24, 2002.                                                                       

                                                        [Enlarge/Download Table]

                      SIGNATURE                                          TITLE                   
                      ---------                                          -----                   
                                                                                                 

                          *                                     Chairman of Board, Chief         
-----------------------------------------------------       Executive Officer and President      
                   Thomas J. Usher                     (Principal Executive Officer and Director)

                          *                             Vice Chairman & Chief Financial Officer  
-----------------------------------------------------        (Principal Financial Officer,       
                 John P. Surma, Jr.                                  and Director)               

              /s/ GRETCHEN R. HAGGERTY                    Senior Vice President and Controller   
-----------------------------------------------------                 (Controller)               
                Gretchen R. Haggerty                                                             

                          *                                             Director                 
-----------------------------------------------------                                            
                   J. Gary Cooper                                                                

                          *                                             Director                 
-----------------------------------------------------                                            
                  Robert J. Darnall                                                              

                          *                                   Vice Chairman, and Director        
-----------------------------------------------------                                            
                   Roy G. Dorrance                                                               

                          *                                             Director                 
-----------------------------------------------------                                            
                 Shirley Ann Jackson                                                             

                          *                                             Director                 
-----------------------------------------------------                                            
                   Charles R. Lee                                                                

                          *                                             Director                 
-----------------------------------------------------                                            
                    Paul E. Lego                                                                 

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                                                                [Download Table]

                      SIGNATURE                                   TITLE           
                      ---------                                   -----           
                                                                                  
                          *                                      Director         
-----------------------------------------------------                             
                John F. McGillicuddy                                              

                          *                            Vice Chairman, and Director
-----------------------------------------------------                             
                   Dan D. Sandman                                                 

                          *                                      Director         
-----------------------------------------------------                             
                  Seth E. Schofield                                               

                          *                                      Director         
-----------------------------------------------------                             
                    John W. Snow                                                  

                          *                                      Director         
-----------------------------------------------------                             
                 Douglas C. Yearley                                               

*By: /s/ GRETCHEN R. HAGGERTY                                                     
-----------------------------------------------------                             
     Gretchen R. Haggerty, Attorney-in-Fact                                       

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EXHIBIT LIST

                                                                [Download Table]

EXHIBIT                                                               
NUMBER    DESCRIPTION                                                 
-------   -----------                                                 
                                                                      
   3.1    Certificate of Incorporation of United States Steel         
          Corporation dated December 31, 2001 (incorporated by        
          reference to Exhibit 3(a) to United States Steel's Annual   
          Report on Form 10-K for the year ended December 31, 2001).  
   3.2    By-laws of United States Steel Corporation dated December   
          31, 2001, as currently in effect (incorporated by reference 
          to Exhibit 99.2 to United States Steel's Report on Form 8-K 
          dated December 31, 2001).                                   
   4.1    Rights Agreement, dated as of December 31, 2001, by and     
          between United States Steel and Mellon Investors Services,  
          LLC, as Rights Agent (incorporated by reference to Exhibit 4
          to United States Steel's Registration Statement on Form     
          8-A/A filed on December 31, 2001).                          
   4.2    Indenture, dated as of July 27, 2001 (as amended by the     
          First Supplemental Indenture dated as of November 26, 2001),
          (incorporated by reference to Exhibit 4 to United States    
          Steel's Registration Statement on Form S-4 (File No.        
          333-85152) filed March 28, 2002).                           
   4.3    Form of Indenture for Debt Securities (incorporated by      
          reference to Exhibit 4.1 to United States Steel's           
          Registration Statement on Form S-3 (File No. 333-84200)     
          filed on March 19, 2002).                                   
  *5      Opinion of Stephan K. Todd, Esq. regarding the validity of  
          United States Steel Corporation common stock to be issued.  
  23.1    Consent of PricewaterhouseCoopers LLP.                      
 *23.2    Consent of Stephan K. Todd, Esq. is contained in opinion of 
          counsel filed as Exhibit 5.                                 
  24      Powers of Attorney                                          

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

* Previously filed.                                                             

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS462C’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		4/24/02		1		28
		3/28/02		30					S-4
		3/19/02		30					10-K,  S-3/A
		3/11/02		19					DEF 14A
		3/1/02		19					8-K
		2/8/02		19					8-K
		12/31/01		18		30			10-K,  8-A12B/A,  8-K
		11/26/01		30
		7/27/01		30
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