SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 1-3258
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ]
Form 10-Q [ ] Form N-SAR
For Period Ended: December 27, 1997
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:__________________________________
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification
relates:__________________________________________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant: Lukens Inc.
Former name if applicable
Address of principal executive office (Street and number): 50 South First Avenue
City, state and zip code: Coatesville, Pennsylvania 19320-0911
PART II
RULE 12B-25 (B) AND (C)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the
prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-
F, 10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
In connection with the previously announced Agreement and Plan of
Merger, dated as of December 15, 1997, as amended as of January 4,
1998 (the "Merger Agreement"), among Bethlehem Steel Corporation,
Lukens Acquisition Corporation and Lukens Inc. ("Lukens"), Lukens
received from the staff of the Securities and Exchange Commission (the
"staff") on March 25, 1998 comments with regard to (i) its revised
preliminary proxy materials previously filed with respect to the
Merger, including information supplementally provided therewith and
(ii) reports previously filed under the Securities Exchange Act of
1934, as amended. As Lukens must respond to the staff's comments
relating to the foregoing documents prior to filing its Form 10-K for
the period ended December 27, 1997, Lukens will be unable to timely
file such Form 10-K without unreasonable effort or expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Robert C. MacCloskey (610) 383-2938
(Name) (Area code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report
or portion thereof?
[ ] Yes [X] No
Lukens Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 26, 1998 By: /s/ P. Blaine Clemens
____________________________
P. Blaine Clemens
Vice President and Controller
