Edgar Filing: UNITED STATES STEEL CORP

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 2003

REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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UNITED STATES STEEL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 25-1897152
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
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)

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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. [ ]
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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. [ ]

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

CALCULATION OF REGISTRATION FEE

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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SHARES AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT PRICE(1) FEE
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Common Stock, par value $1.00
per share..................... 3,000,000 $16.995 $50,985,000 $4,124.69
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(1) Calculated pursuant to rule 457(c), based on the average of the high and low
price for the shares of United States Steel Corporation common stock on the
New York Stock Exchange Composite Tape for August 14, 2003.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"), ACTING
PURSUANT TO SECTION 8(a), MAY DETERMINE.
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UNITED STATES STEEL CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

United States Steel Corporation ("U. S. 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 U. S. Steel, purchase additional shares
of U. S. 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 include:

-- Enrollment through initial direct stock purchase.
-- Purchases through the reinvestment of quarterly dividends of up to
$15,000 (more with permission of U. S. Steel).
-- Purchase of Shares through weekly optional cash payments (minimum
$50) up to $10,000 per month (more with permission of U. S. Steel).
-- Option of monthly investment through automatic bank debits.
-- Optional cash payments generally invested within a week of receipt.
-- Purchase of shares at a discount of up to 3% from time to time,
upon notice from U. S. Steel.
-- Purchase of shares without brokerage commissions.
-- Simplified record keeping, with quarterly statements of your Plan
account.
-- Option to deposit shares for safekeeping.

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 the Administrator otherwise. If you wish to join the Plan or change your
investment option, please complete and sign an authorization form and return it
to the Administrator.

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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.

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August , 2003

TABLE OF CONTENTS

PAGE
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The Plan.................................................... 3
Enrollment............................................. 3
Administrator of the Plan.............................. 4
Investment Options and Limitations..................... 4
Limitations on Purchases............................... 6
Aggregation of Plan Accounts for Purpose of
Limitations........................................... 6
Waiver of Limitations.................................. 6
Purchase of Shares for the Plan........................ 7
Purchases Exceeding Plan Limits--Discount in Effect.... 8
Control over Purchases................................. 9
Sale of Shares for the Plan............................ 10
Safekeeping of Your Stock Certificates and Book
Entry................................................. 10
Gifts, Transfers and Pledges of Shares................. 11
Issuance of Certificates............................... 11
Tracking Your Investments.............................. 12
U.S. Federal Income Tax Information.................... 12
Miscellaneous.......................................... 13
Plan of Distribution........................................ 14
Information About the U. S. Steel........................... 15
For More Information About the U. S. Steel.................. 15
Documents Incorporated by Reference......................... 16
Experts..................................................... 16
Legal Matters............................................... 17
Schedule I--List of Important Dates through 2006............ SI-1
Schedule II--Plan Service Fees.............................. SII-1
Schedule III--Additional Information........................ SIII-1

THE PLAN

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

The following table explains how to enroll in the Plan:

-- IF YOU DO NOT OWN ANY U. S. You can join the Plan by making an initial investment
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 the Administrator, as provided
in Schedule III.
An enrollment fee will be deducted from your initial
investment. Please allow two weeks for your Plan
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 U. S. STEEL COMMON You can join the Plan by returning a completed
STOCK IN YOUR NAME authorization form to the Administrator. (No
enrollment fee required.)

-- IF YOU OWN U. S. STEEL COMMON To participate directly in the Plan, you should direct
STOCK THROUGH A BROKER your broker, bank, or trustee to register some or all
of your U. S. Steel common stock directly in your
name. You can then get started in the Plan by
returning a completed authorization form to the
Administrator. Authorization forms are mailed
automatically once shares are registered in your name.
(No enrollment fee required.)

ADMINISTRATOR OF THE PLAN

U. S. Steel administers the Plan, keeps records, sends statements of Plan
accounts to you and performs other duties related to the Plan. U. S. Steel may
appoint a different administrator for the Plan at any time. U. S. Steel, or any
appointed administrator, is referred to as the "Administrator." (See Schedule
III for additional information pertaining to the Administrator).

All shares included in the Plan and held by the Administrator will be registered
and held in the name of the Administrator, or its nominee, as agent (such shares
are referred to as "Held Shares"), until a request is received from you for the
sale of such shares or for the issuance of certificates in your name. U. S.
Steel also acts as dividend disbursing and transfer agent for the U. S. Steel
common stock and it may appoint another dividend disbursing agent and/or
transfer agent at any time.
INVESTMENT OPTIONS AND LIMITATIONS

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 U. S. 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 U. S. Steel common
stock.

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 U. S. Steel common stock.

REINVEST DIVIDENDS ON OPTIONAL CASH INVESTMENTS ONLY. Purchase shares
of U. S. Steel common stock with all of your cash dividends pertaining
to only (i) your optional cash purchases held in the Plan and (ii) the
reinvested dividends relating to such shares. You will receive cash,
assuming a dividend is paid, respecting the dividends on all other
shares of U. S. Steel common stock owned by you.

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, which may be obtained from the Administrator. 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 the Administrator.

Shares of U. S. Steel common stock may be included in the Plan for dividend
reinvestment purposes if they are (i) purchased for you through the Plan and
held by the Administrator, (ii) deposited by you for safekeeping in the Plan, or
(iii) held by you in certificate form; provided, however, for any such shares to
be included in the dividend reinvestment portion of the Plan, you must (a) have
an open Plan account and (b) except in the case of transfers (see "Gifts,
Transfers and Pledges of

Shares"), have submitted a valid authorization form identifying the shares to
participate in the Plan's dividend reinvestment feature.

You can change your dividend reinvestment election at any time by notifying the
Administrator.

-- OPTIONAL AND INITIAL CASH INVESTMENTS

OPTIONAL CASH INVESTMENTS. As a Plan participant, you can purchase
additional shares of U. S. Steel common stock by using the Plan's
optional cash investment feature. Dividends on these additional shares
will be invested according to your current Plan dividend reinvestment
instructions (you may change your instructions at any time). Unless
otherwise instructed, the Administrator will automatically assume that
distributions on any additional shares are to be reinvested and retained
in the Plan.

INITIAL CASH INVESTMENTS. You do not need to be a current Plan
participant or a current U. S. Steel common stock shareholder to
purchase shares through the Plan. You can become a shareholder and a
Plan participant by purchasing your initial shares through the Plan and,
unless you instruct the Administrator otherwise, dividends on your
initial shares will be automatically reinvested in shares of U. S. Steel
common stock.

-- INVESTMENT METHODS

Shares can be purchased by check, money order or through automatic withdrawal
from your bank account:

O BY CHECK OR MONEY ORDER. You can make optional and initial cash investments
by sending a check or money order, payable to the Administrator (as provided
in Schedule III), and the appropriate form. DO NOT SEND CASH.

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, or shortly after,
the fifth day of each month. If this date falls on a bank holiday or
weekend, funds will be deducted on, or shortly after, the next business day.
Please allow up to six weeks for the first automatic monthly withdrawal to
be initiated. You must notify the Administrator in writing to change or
terminate automatic withdrawal.

Because funds will normally be invested on Friday of each week, funds from
checks and money orders received after 2:00 p.m. (Eastern Time) on Thursday will
normally be invested on Friday of the following week. INTEREST WILL NOT BE PAID
ON AMOUNTS HELD PENDING INVESTMENT. Shares purchased pursuant to a check or
money order may not be sold or withdrawn from the Plan for a period of 14 days
from the purchase date of the shares. A fee will be assessed for a check that is
returned for insufficient funds (See Schedule II, "Plan Service Fees").

-- LIMITATIONS ON PURCHASES

O Initial Cash Investments

-- at least $500

-- no more than $10,000

O Optional Cash Investments

-- at least $50 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 U. S. Steel upon written request

-- AGGREGATION OF PLAN ACCOUNTS FOR PURPOSE OF LIMITATIONS

For the purpose of the above limitations ("Plan Limits"), U. S. Steel may
aggregate all reinvested dividends and optional and initial cash payments for
participants with more than one Plan 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 U. S. Steel to only one Plan account.

Also for the purpose of such Plan Limits, all Plan accounts which U. S. Steel
believes to be under common control or management or to have common ultimate
beneficial ownership may be aggregated. Unless U. S. 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, U. S. Steel will have
the right to aggregate all such accounts and to return, without interest, within
30 days of receipt, any amounts in excess of the investment limitations
applicable to a single Plan 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 U. S. 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 U. S. Steel at (412)
433-4707. It is solely within U. S. Steel's discretion as to whether any waiver
respecting the Plan Limits will be granted.

In deciding whether to approve a Waiver of Limitation request, U. S. Steel will
consider relevant factors including, but not limited to, U. S. Steel's need for
additional funds, the attractiveness of obtaining such additional funds by the
sale of U. S. 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 U. S. Steel common stock registered in the participant's name 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 "Purchases Exceeding Plan
Limits--Discount in Effect" on page 8 for a discussion of the Investment Date)
in an aggregate amount exceeding the amount U. S. Steel is then willing to
accept, U. S. Steel may honor such requests in order of receipt, pro rata or by
any other method which U. S. Steel determines to be appropriate.
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 U. S. 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.

-- 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 U. S. Steel.

PRICE OF SHARES PURCHASED IN THE OPEN MARKET. If the shares are purchased
in the open market, your price per share will be the weighted average price of
the shares purchased on that day, or those days. With respect to open market
purchases, the Administrator will facilitate the purchase of shares for the Plan
on any securities exchange where U. S. 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 U. S. 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 Plan account.

PRICE OF SHARES PURCHASED FROM U. S. STEEL. If the shares are purchased
from U. S. Steel, your price per share (the "Purchase Price") will be the
average of the daily high and low sale prices as reported on the New York Stock
Exchange (the "NYSE") Composite Tape (the "NYSE Composite"). If there is no
trading of U. S. Steel common stock on the NYSE on the day the price per share
is to be determined, the Purchase Price will be determined by U. S. 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. Shares purchased under the Plan may, IN THE SOLE DISCRETION OF
U. S. STEEL, be subject to a discount of 0 to 3% ("Discount"). The Discount will
be established in U. S. 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. 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,
or $10,000 over the limit, the full $20,000 will be subject to these terms.

For a list of important dates with respect to purchases exceeding Plan limits
when a Discount is in effect, see Schedule I on page SI-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 U. S. 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 U. S. Steel.

PRICE OF SHARES. Your price per share will be the average of the daily
high and low sales prices of U. S. 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 U. S. Steel common stock
are reported on the NYSE.

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

-- TIMING. Shares purchased from U. S. 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, U. S. STEEL
MUST BE IN RECEIPT OF FUNDS ON OR BEFORE THE BUSINESS DAY IMMEDIATELY PRECEDING
THE FIRST DAY OF THE RELATED PRICING PERIOD. U. S. 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, U. S. Steel will establish for each Pricing Period a
minimum price (the "Threshold Price") applicable to the purchase of newly issued
shares of U. S. 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 U. S. Steel two business days prior
to the Record Date at U. S. Steel's sole discretion after a review of current
market conditions and other relevant factors. It will be a stated dollar amount
and 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 it.

If the Threshold Price is not equaled or exceeded 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 U. S. Steel common stock reported on
the NYSE for such day. For example, if the Threshold Price is not equaled or
exceeded 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
equaled or exceeded.

Each Trading Day of a Pricing Period for which the Threshold Price is not
equaled or exceeded or each day for which there are no trades of U. S. 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 equaled or exceeded or for each day no such sales are reported. For
example, if the Threshold Price is not equaled or exceeded 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.
CONTROL OVER PURCHASES

Unless otherwise provided herein, U. S. Steel decides whether purchases are to
be made in the open market or from U. S. Steel and the Administrator engages a
bank or other agent for purposes of making open market purchases. Neither U. S.
Steel, nor the Administrator, 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 U. S. Steel common stock could go up or down before your funds
are used to purchase stock. Further, U. S. Steel may change the method of stock
purchase (purchase in the open market or from U. S. Steel) at any time after the
three month period following the last such change. THIS MEANS, 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 U. S. STEEL COMMON STOCK.

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

TIMING AND CONTROL

You can sell any number of shares held by the Administrator, Held Shares, in
your Plan account by notifying the Administrator. The Administrator will
endeavor to arrange sales weekly on Friday, provided that it has been advised of
such sale no later than 2:00 p.m. (Eastern Time) of the preceding day. If Friday
is not a business day or, if for any reason the Administrator cannot facilitate
the sale of your shares, the Administrator will endeavor to arrange for the sale
of the shares on the preceding day or the next day that its office and the NYSE
are open. The sale price will be the weighted average price of all Plan shares
sold on that sale date for Plan participants. You will receive the proceeds of
the sale less (i) a trading fee (See Schedule II, "Plan Service Fees") and (ii)
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 U. S. STEEL COMMON
STOCK. That is, if you send in a request to sell shares, it is possible that the
market price of U. S. 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 the
Administrator. Allow two weeks for delivery of the certificate. (See "Issuance
of Certificates" on page 11.)
SAFEKEEPING OF YOUR STOCK CERTIFICATES AND BOOK ENTRY

Any participant in the Plan may use the Plan's "safekeeping" service to deposit
U. S. Steel common stock certificates, 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. If you decide you no longer want to use the safekeeping service, a
certificate will be issued upon request. (See "Issuance of Certificates" on page
11.)

To use the safekeeping service, send your certificates to the Administrator by
registered mail with written instructions to deposit them for safekeeping. At
the time of mailing, 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 the current Administrator is on page SIII-1.

Your shares of U. S. Steel common stock that are held by the Administrator 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.

Shares held by the Administrator, Held Shares, may take as long as two weeks to
be certificated and mailed to you after our receipt of notice to do so. THIS
MEANS SALES OF HELD SHARES ARE SUBJECT TO RISKS ASSOCIATED WITH CHANGES IN THE
MARKET PRICE DURING EITHER (A) THE PERIOD REQUIRED TO CERTIFICATE AND DELIVER
SHARES, FOR SALES BY YOU, OR (B) THE PERIOD REQUIRED FOR U. S. STEEL TO SELL
YOUR SHARES (see "Sale of Shares for the Plan-Timing and Control", on page 10).
GIFTS, TRANSFERS AND PLEDGES OF SHARES

YOU CAN GIVE OR TRANSFER SHARES OF U. S. STEEL COMMON STOCK TO ANYONE YOU CHOOSE
BY:

O Making an initial $500 cash investment to establish a Plan 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 Plan account to the recipient (minimum of five
shares to each new Plan account).

You may transfer shares to new or existing stockholders. The Administrator will
automatically assign to such transferred shares full dividend reinvestment
status. New participants and existing participants, at their discretion, may
elect another investment option by providing written notice to the
Administrator. 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 Plan 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.

Held Shares may not be pledged and any such purported pledge shall be void. If
you want to pledge your shares, you must first request that such shares be
certificated and delivered to you (see "Issuance of Certificates", below).

If you need additional assistance, please call the Administrator.
ISSUANCE OF CERTIFICATES

You can withdraw all or some of the shares from your Plan account by notifying
the Administrator.

The issuance of a certificate does not necessarily remove shares from your Plan
account. If a certificate is to be issued for Held Shares, it will be issued for
whole shares only. If your request involves a fractional share, a check (less
any applicable fees) for the value of the fractional share will be mailed to
you. Dividends will continue to be reinvested in U. S. Steel common stock unless
the Administrator is specifically advised to discontinue reinvestment.

Certificates will be issued in the name(s) in which the Plan 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. You should receive your certificate approximately two weeks
from our receipt of your request.
TRACKING YOUR INVESTMENTS

The Administrator will mail you a quarterly statement showing all transactions
(shares, amounts invested, purchase prices) for your Plan account including
year-to-date and other Plan 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 PLAN ACCOUNT
RESEARCH FEES.

You should notify the Administrator 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 U. S. 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.

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

A proxy card will be mailed to you for all 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 U. S. STEEL

NEITHER U. S. STEEL NOR ANY 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 for:

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

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

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

NEITHER U. S. STEEL NOR ANY ADMINISTRATOR CAN ASSURE YOU A PROFIT OR PROTECT YOU
AGAINST A LOSS ON THE SHARES YOU PURCHASE UNDER THE PLAN.

-- DIVIDENDS

The terms of U. S. Steel's indebtedness limit the ability of U. S. Steel to pay
dividends. Subject to these limitations, the declaration of dividends on U. S.
Steel common stock is at the discretion of U. S. 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 U. S. Steel. The
board of directors of U. S. Steel has the right to change the amount of
dividends at any time.

-- PLAN MODIFICATION OR TERMINATION

U. S. 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. U. S. Steel 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. U. S. 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, the
Administrator will notify you in writing and will issue a certificate to you.

If the number of shares on which dividends are reinvested falls below one share,
your participation in the Plan may 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. U. S. Steel reserves the right to terminate participation of any
stockholder if it deems it advisable under any foreign laws or regulations.

-- INTERPRETATION

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

The Plan, all related forms and your Plan 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 Administrator purchases U. S. Steel common stock
("Common Shares") in open market transactions, the Common Shares acquired under
the Plan will be sold directly by U. S. Steel through the Plan. U. S. Steel 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 NYSE. 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 U. S. Steel for Common Shares acquired under the Plan, after
deduction of the applicable discount from the purchase 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 U. S. Steel 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, U. S. Steel 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 Schedule II, "Plan Service
Fees") paid to the Administrator (if such resale is made by the 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.
INFORMATION ABOUT U. S. STEEL

U. S. Steel, through its domestic operations, is engaged in the production, sale
and transportation of steel mill products, coke, and taconite pellets; the
management of mineral resources; real estate development; and engineering and
consulting services and, through its European operations, 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. U. S. Steel's principal executive offices are located at 600
Grant Street, Pittsburgh, PA 15219-2800, and its telephone number is (412)
433-1121.
FOR MORE INFORMATION ABOUT U. S. STEEL

U. S. Steel files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission under the
Securities Exchange Act of 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 U. S.
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 U. S. 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) U. S. Steel's Annual Report on Form 10-K for the year ended December
31, 2002;

(b) U. S. Steel's Proxy Statement on Schedule 14A, dated March 14, 2003;

(d) U. S. Steel's Current Reports on Form 8-K dated January 9, January
28, February 3, February 4, February 10, March 31, March 31, April
1, April 11, April 21, April 29, May 6, May 20, and June 30, 2003.

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.

U. S. 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.
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, 2002
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 U. S. Steel common stock offered
hereby will be passed upon for U. S. Steel by Dan D. Sandman, Esq., Vice
Chairman and Chief Legal & Administrative Officer, General Counsel and Secretary
of U. S. Steel, Stephan K. Todd, Esq., Vice President-Law and Environmental
Affairs of U. S. Steel, or by Robert M. Stanton, Esq., Assistant General
Counsel-Corporate and Assistant Secretary of U. S. Steel. Messrs. Sandman, Todd
and Stanton, in their respective capacities as set forth above, are paid
salaries by U. S. Steel, participate in various employee benefit plans offered
by U. S. Steel and own common stock of U. S. Steel.

SCHEDULE I

UNITED STATES STEEL CORPORATION COMMON STOCK
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
LIST OF IMPORTANT DATES THROUGH 2007
APPLICABLE ONLY IF DISCOUNT IS IN EFFECT

(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:
----- -------------------- -------- ---------------- -------------- ----------

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 1/23/04 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.... 12/16/04 12/20/04 12/21/04 12/22/04 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
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.... 11/14/05 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
B.... 1/19/06 1/23/06 1/24/06 1/25/06 2/10/06
A.... 2/14/06 2/16/06 2/21/06 2/22/06 3/10/06
B.... 3/17/06 3/21/06 3/22/06 3/23/06 4/10/06
B.... 4/18/06 4/20/06 4/21/06 4/24/06 5/10/06
A.... 5/15/06 5/17/06 5/23/06 5/24/06 6/12/06

SI-1

B.... 6/15/06 6/19/06 6/20/06 6/21/06 7/10/06
B.... 7/19/06 7/21/06 7/24/06 7/25/06 8/10/06
A.... 8/14/06 8/16/06 8/22/06 8/23/06 9/11/06
B.... 9/18/06 9/20/06 9/21/06 9/22/06 10/10/06
B.... 10/19/06 10/23/06 10/24/06 10/25/06 11/10/06
A.... 11/14/06 11/16/06 11/21/06 11/22/06 12/11/06
B.... 12/15/06 12/19/06 12/20/06 12/21/06 1/10/07
B.... 1/19/07 1/23/07 1/24/07 1/25/07 2/12/07
A.... 2/16/07 2/21/07 2/21/07 2/22/07 3/12/07
B.... 3/16/07 3/20/07 3/21/07 3/22/07 4/10/07
B.... 4/18/07 4/20/07 4/23/07 4/24/07 4/10/07
A.... 5/14/07 5/16/07 5/22/07 5/23/07 6/11/07
B.... 6/15/07 6/19/07 6/20/07 6/21/07 7/10/07
B.... 7/19/07 7/23/07 7/24/07 7/25/07 8/10/07
A.... 8/14/07 8/16/07 8/21/07 8/22/07 9/10/07
B.... 9/18/07 9/20/07 9/21/07 9/24/07 10/10/07
B.... 10/19/07 10/23/07 10/24/07 10/25/07 11/10/07
A.... 11/19/07 11/21/07 11/21/07 11/21/07 12/10/07
B.... 12/17/07 12/19/07 12/20/07 12/21/07 1/10/08

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

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.

SI-2

U.S. EQUITY MARKETS CLOSED
-----------------------------------------
2003 2004 2005 2006 2007
----- ----- ----- ----- -----

New Years Day 1/1 1/1 1/1 1/1 1/1
Martin L. King Day 1/20 1/19 1/17 1/16 1/15
Presidents Day 2/17 2/16 2/21 2/20 2/19
Good Friday 4/18 4/9 3/25 4/14 4/6
Memorial Day 5/26 5/31 5/30 5/29 5/28
Independence Day 7/4 7/5 7/4 7/4 7/4
Labor Day 9/1 9/6 9/5 9/4 9/3
Thanksgiving Day 11/27 11/25 11/24 11/23 11/22
Christmas Day 12/25 12/25 12/25 12/25 12/25

* 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.

SI-3

SCHEDULE II

UNITED STATES STEEL CORPORATION COMMON STOCK
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN

PLAN SERVICE FEES

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 No Charge
AUTOMATIC INVESTMENT...................
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.

SII-1

SCHEDULE III

ADDITIONAL INFORMATION

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

Current Administrator Information
Discount
Threshold Price
Requests for Waivers
Source of Shares--Open Market Purchase or U. S. Steel Issuance

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

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

Make all checks and money orders payable to: United States Steel Corporation.

Send written correspondence and optional cash Investments to the Administrator
at the following address:

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

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

SIII-1

LOGO

UNITED STATES STEEL CORPORATION
Dividend Reinvestment and
Stock Purchase Plan
Prospectus
August , 2003

[This Page Intentionally Left Blank]

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Securities and Exchange Commission filing fee............... $ 4,125
Costs of printing and engraving............................. 14,000
Accounting fees and expenses................................ 10,000
Miscellaneous expenses...................................... 20,000
--------
Total.................................................. $ 48,125
========

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 Corporation (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 a director, officer, 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

II-1

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 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.

(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.

II-2

(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.

II-3

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS 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 AUGUST 21, 2003.

UNITED STATES STEEL CORPORATION

BY: /s/ LARRY G. SCHULTZ
------------------------------------
NAME: LARRY G. SCHULTZ
TITLE: VICE PRESIDENT
& CONTROLLER

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT ON FORM S-3 HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED ON AUGUST 21, 2003.

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

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

* Executive Vice President, Treasurer and
----------------------------------------------------- Chief Financial Officer (Principal
Gretchen R. Haggerty Financial Officer)

/S/ LARRY G. SCHULTZ Vice President & Controller (Controller)
-----------------------------------------------------
Larry G. Schultz

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

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

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

* Director
-----------------------------------------------------
John G. Drosdick

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

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

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

* Director
-----------------------------------------------------
Frank J. Lucchino

* Vice Chairman, Chief Legal &
----------------------------------------------------- Administrative Officer and Director
Dan D. Sandman

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

* President and Director
-----------------------------------------------------
John P. Surma, Jr.

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

*By: /s/ LARRY G. SCHULTZ
-----------------------------------------------------
Larry G. Schultz, Attorney-in-Fact

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EXHIBIT LIST

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 Certificate of Amendment of Certificate of Incorporation
filed with the State of Delaware Secretary of State on May
16, 2003.
3.3 By-laws of United States Steel Corporation dated April 30,
2002, as currently in effect (incorporated by reference to
Exhibit 5 to United States Steel's Report on Form 8-A dated
February 6, 2003).
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).
4.4 Officer's Certificate setting forth the terms and form of
the 9 3/4% Notes due 2010 (incorporated by reference to
Exhibit 4.1 to United States Steel's Current Report on Form
8-K dated May 20, 2003).
4.5 Certificate of Designation respecting the Series A Junior
Preferred Stock (incorporated by reference to Exhibit 4(h)
to United States Steel Corporation's Form 10-K for the year
ended December 31, 2001).
4.6 Certificate of Designation respecting the 7% Series B
Mandatory Convertible Preferred Shares (incorporated by
reference to Exhibit 4(i) to United States Steel
Corporation's Form 10-K for the year ended December 31,
2002).
5 Opinion of Robert M. Stanton, Esq. regarding the validity of
United States Steel Corporation common stock to be issued
pursuant to this Registration Statement.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Robert M. Stanton, Esq. is contained in the
opinion of counsel filed as Exhibit 5.
24 Powers of Attorney

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