SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 1 1 - K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number 1-983
A. FULL TITLE OF THE PLAN AND ADDRESS OF THE PLAN IF
DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW:
NATIONAL STEEL RETIREMENT SAVINGS PLAN
B. NAME OF THE ISSUER OF THE SECURITIES HELD PURSUANT
TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL
EXECUTIVE OFFICE:
NATIONAL STEEL CORPORATION
4100 EDISON LAKES PARKWAY
MISHAWAKA, IN 46545-3440
FORM 11-K
TABLE OF CONTENTS
Pages
Audited Financial Statements . . . 3-15
Signature Page . . . . . . . . . . 16
Exhibit Index . . . . . . . . . . . 17
ANNUAL REPORT ON FORM 11-K
Audited Financial Statements
NATIONAL STEEL CORPORATION
NATIONAL STEEL RETIREMENT SAVINGS PLAN
(Plan 002)
DECEMBER 31, 1993 and 1992
Audited Financial Statements
NATIONAL STEEL CORPORATION
NATIONAL STEEL RETIREMENT SAVINGS PLAN
(Plan 002)
December 31, 1993 and 1992
Report of Independent Auditors . . . . . . . 5
Statements of Combined and Individual Fund
Net Assets Available for Benefits . . . . . 6
Statement of Changes in Combined and
Individual Fund Net Assets Available for
Benefits for the Year Ended December 31, 1993 7
Statement of Changes in Combined and
Individual Fund Net Assets Available for
Benefits for the Year Ended December 31, 1992 8
Notes to Financial Statements . . . . . . . . 9
Item 27a--Schedule of Assets Held for Investment 14
Item 27d--Schedule of Transactions or
Series of Transactions in Excess of 5 Percent
of the Current Value of Plan Assets . . . . 15
Report of Independent Auditors
The Administrator of the National Steel Corporation
National Steel Retirement Savings Plan
National Steel Corporation
Mishawaka, IN
We have audited the accompanying statements of combined
and individual fund net assets available for benefits of
the National Steel Retirement Savings Plan (the "Plan")
as of December 31, 1993 and 1992, and the related
statements of changes in combined and individual fund net
assets available for benefits for the years then ended.
These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an
opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free
of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
combined and individual fund net assets available for
benefits of the Plan at December 31, 1993 and 1992, and
the changes in its combined and individual fund net
assets available for benefits for the years then ended,
in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an
opinion on the financial statements taken as a whole.
The accompanying supplemental schedules of assets held
for investment as of December 31, 1993, and transactions
or series of transactions in excess of 5 percent of the
current value of Plan assets for the year then ended, are
presented for purposes of complying with the Department
of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security
Act of 1974, and are not a required part of the financial
statements. The supplemental schedules have been
subjected to the auditing procedures applied in our audit
of the 1993 financial statements and, in our opinion, are
fairly stated in all material respects in relation to the
1993 financial statements taken as a whole.
Fort Wayne, IN
May 27, 1994 Ernst & Young
<TABLE>
<CAPTION>
STATEMENTS OF COMBINED AND INDIVIDUAL FUND NET ASSETS AVAILABLE FOR BENEFITS
NATIONAL STEEL CORPORATION
NATIONAL STEEL RETIREMENT SAVINGS PLAN
Fidelity Funds
____________________________________________________________
Equity Retirement NII NII
Cash Intermediate Income Growth Magellan Common Preferred Participant Combined
Reserves Bond Fund Fund Fund Fund Stock Stock Loans Funds
________ ___________ _______ _________ ________ _______ ___________ ___________ _______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DECEMBER 31, 1993
ASSETS
Investments $ 26,207,113 $ 14,750,171 $ 38,383,880 $ 32,890,292 $ 23,663,609 $ 1,751,405 $ 260,062 $ -0- $137,906,532
Employee
loans
receivable -0- -0- -0- -0- -0- -0- -0- 755,780 755,780
____________ ___________ ___________ ___________ ____________ ____________ __________ __________ ___________
NET ASSETS
AVAILABLE FOR
BENEFITS $ 26,207,113 $ 14,750,171 $ 38,383,880 $ 32,890,292 $ 23,663,609 $ 1,751,405 $ 260,062 $ 755,780 $138,662,312
============ ============ ============ ============ ============ ============ =========== ========= ============
DECEMBER 31, 1992
ASSETS
Investments $ 26,407,549 $ 13,742,934 $ 30,402,735 $ 25,580,247 $ 15,727,596 $ 2,339,337 $ -0- $ -0- $114,200,398
Contributions
receivable:
Employee 121,684 64,510 133,357 107,511 121,266 -0- -0- -0- 548,328
Employer 36,041 21,256 41,038 42,826 38,492 -0- -0- -0- 179,653
Employee loans
receivable -0- -0- -0- -0- -0- -0- -0- 692,644 692,644
____________ _____________ ____________ ____________ ____________ ____________ ___________ ________ _________
NET ASSETS
AVAILABLE
FOR BENEFITS $ 26,565,274 $ 13,828,700 $ 30,577,130 $ 25,730,584 $ 15,887,354 $ 2,339,337 $ -0- $ 692,644 $115,621,023
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN COMBINED AND INDIVIDUAL FUND NET ASSETS AVAILABLE FOR BENEFITS
NATIONAL STEEL CORPORATION
NATIONAL STEEL RETIREMENT SAVINGS PLAN
Fidelity Funds
______________________________________________________________
Equity Retirement NII NII
Cash Intermediate Income Growth Magellan Common Preferred Participant Combined
Reserves Bond Fund Fund Fund Fund Stock Stock Loans Funds
________ ___________ _______ _________ ________ _______ ___________ ___________ _______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Funds
YEAR ENDED DECEMBER 31, 1993
Additions:
Contributions:
Employee $ 1,807,719 $ 827,523 $ 1,919,625 $ 1,547,096 $ 1,809,795 $ -0- $ -0- $ -0- $ 7,911,758
Employer 402,790 232,452 519,798 550,335 512,941 -0- -0- -0- 2,218,316
Interest and
dividend income 768,965 1,113,670 1,397,756 3,042,957 2,093,655 -0- -0- -0- 8,417,003
Participant loans (95,665) (51,813) (87,366) (34,258) (22,956) -0- -0- 292,058 -0-
Loan repayment
interest 11,217 5,800 12,954 11,847 15,463 -0- -0- -0- 57,281
Assets transferred
from National
Steel Represented
Employee
Retirement Savings
Plan 157,693 -0- 67,209 102,731 -0- 15,709 -0- -0- 343,342
__________ _________ __________ ____________ __________ _______ ________ _______ __________
Total additions 3,052,719 2,127,632 3,829,976 5,220,708 4,408,898 15,709 -0- 292,058 18,947,700
Deductions:
Participant
withdrawals-
benefits 2,864,028 654,790 1,214,888 665,889 911,130 125,909 -0- 5,852 6,442,486
Participant
loans repayment (42,970) (22,477) (56,826) (49,347) (51,450) -0- -0- 223,070 -0-
Fees-participant
loans 1,082 406 476 192 249 -0- -0- -0- 2,405
Assets transferred
to National
Steel Represented
Employee
Retirement Savings
Plan -0- 42,044 -0- -0- -0- -0- -0- -0- 42,044
_________ ___________ __________ ________ ________ ________ ________ ________ _________
Total deductions 2,822,140 674,763 1,158,538 616,734 859,929 125,909 -0- 228,922 6,486,935
Net interfund
transfers (588,740) (1,011,017) (109,414) (183,350) 2,237,593 (579,967) 234,895 -0- -0-
Net realized and
unrealized
appreciation
in fair value
of investments -0- 479,619 5,244,726 2,739,084 1,989,693 102,235 25,167 -0- 10,580,524
NET ADDITIONS
(DEDUCTIONS) (358,161) 921,471 7,806,750 7,159,708 7,776,255 (587,932) 260,062 63,136 23,041,289
Net assets available
for benefits at
beginning of
year 26,565,274 13,828,700 30,577,130 25,730,584 15,887,354 2,339,337 -0- 692,644 115,621,023
__________ __________ __________ ___________ __________ _________ ________ _______ ___________
NET ASSETS
AVAILABLE
FOR BENEFITS
AT END OF YEAR $ 26,207,113 $ 14,750,171 $ 38,383,880 $ 32,890,292 $ 23,663,609 $1,751,405 $260,062 $755,780 $138,662,312
============ ============ ============ ============ ============ ========== ======== ======== ============
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN COMBINED AND INDIVIDUAL FUND NET ASSETS AVAILABLE FOR BENEFITS
NATIONAL STEEL CORPORATION
NATIONAL STEEL RETIREMENT SAVINGS PLAN
Fidelity Funds
_____________________________________________________
Equity Retirement
Cash Intermediate Income Growth Magellan NII Participant Combined
Reserves Bond Fund Fund Fund Fund Common Stock Loans Funds
____________ ____________ ____________ ____________ ___________ ____________ ___________ ____________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
YEAR ENDED
DECEMBER 31, 1992
Additions:
Contributions:
Employee $ 1,958,271 $ 967,161 $ 1,949,800 $ 1,453,422 $ 1,710,383 $ -0- $ -0- $ 8,039,037
Employer 604,547 277,372 538,502 539,887 488,467 -0- -0- 2,448,775
Interest and
dividend income 1,109,966 1,056,229 1,100,766 4,564,355 2,075,354 -0- -0- 9,906,670
Participant loans (138,755) (60,117) (38,177) (61,115) (80,568) (10,000) 388,732 -0-
Loan repayment
interest 7,304 3,913 13,405 9,090 12,786 -0- -0- 46,498
Assets transferred
from National
Steel Represented
Employee
Retirement
Savings Plan -0- 20,375 46,498 37,197 -0- 242 -0- 104,312
____________ ___________ ____________ ___________ ___________ ____________ ____________ ____________
Total additions 3,541,333 2,264,933 3,610,794 6,542,836 4,206,422 (9,758) 388,732 20,545,292
Deductions:
Participant
withdrawals-
benefits 5,176,928 1,273,283 2,144,984 1,515,508 434,591 292,400 33,449 10,871,143
Participant
loans repayment (25,916) (12,445) (37,770) (27,810) (31,555) -0- 135,496 -0-
Fees-participant
loans 898 312 391 165 190 -0- 1,930 3,886
Assets transferred
to National Steel
Represented
Employee
Retirement
Savings Plan 5,367 -0- -0- -0- -0- -0- -0- 5,367
____________ ___________ ____________ ___________ ___________ ____________ ____________ ____________
Total deductions 5,157,277 1,261,150 2,107,605 1,487,863 403,226 292,400 170,875 10,880,396
Net interfund
transfers (3,271,387) (173,449) (483,377) 2,094,524 2,018,958 (185,269) -0- -0-
Net realized and
unrealized
appreciation
(depreciation) in
fair value of
investments -0- (264,333) 2,774,407 (2,239,497) (1,102,894) (332,200) -0- (1,164,517)
NET ADDITIONS
(DEDUCTIONS) (4,887,331) 566,001 3,794,219 4,910,000 4,719,260 (819,627) 217,857 8,500,379
Net assets
available for
benefits at
beginning of
year 31,452,605 13,262,699 26,782,911 20,820,584 11,168,094 3,158,964 474,787 107,120,644
____________ ___________ ____________ ____________ ____________ ____________ ____________ ____________
NET ASSETS
AVAILABLE FOR
BENEFITS AT END
OF YEAR $ 26,565,274 $ 13,828,700 $ 30,577,130 $ 25,730,584 $ 15,887,354 $ 2,339,337 $ 692,644 $115,621,023
============ ============ ============ ============ ============ ============ ============ ============
See notes to financial statements.
</TABLE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL STEEL CORPORATION
NATIONAL STEEL RETIREMENT SAVINGS PLAN
December 31, 1993 and 1992
NOTE A--SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION AND INCOME RECOGNITION
The fair value of the participation units ("shares") owned by the
National Steel Retirement Savings Plan (the "Plan") in the Fidelity
funds are based on quoted redemption values on the last business day
of the Plan year. The investments in National Intergroup, Inc.
("NII") Preferred and Common Stock are valued at the last reported
sales price on the last business day of the Plan year. Employee
loans receivable are valued at cost which approximates fair value.
Interest income is recorded as earned based on the stated rate.
Dividend income is recorded on the ex-dividend date.
In accordance with the policy of stating investments at their fair
market value, net unrealized appreciation or depreciation for the
year is included in the statement of changes in combined and
individual fund net assets available for benefits.
NOTE B--DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan qualifying under Section
401(a) of the Internal Revenue Code (the "Code"). The Plan covers
substantially all non-represented salaried employees of National
Steel Corporation and certain of its subsidiaries (the "Company").
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
Individual accounts ("Accounts") are established for each Plan
participant who may elect to allocate their contributions from
compensation derived from regular salary earnings among any of the
five Fidelity funds. Contributions must be equal to or greater than
one percent (1%) of the participant's regular salary and may be
increased in multiples of one quarter of one percent (.25%) up to a
maximum percentage specified from time to time by the Plan's
Administrator. The maximum at December 31, 1993 is 18%.
Compensation from the Company's profit sharing or productivity
gainsharing bonus plans may also be contributed to the investment
options in multiples of 5% up to 100% of such bonuses.
Contributions from all sources must not exceed limitations set forth
in the Code. Investment election changes can be made on a daily
basis in accordance with Plan provisions. Contributions may be made
as either before-tax, after-tax, or rollover contributions as
permitted by the Code and as elected by the participant on a
quarterly basis. If a participant elects to make before-tax
contributions, by way of a salary reduction agreement, the Company
will make a matching contribution for the first 5% of each
participant's regular salary reduction. After tax contributions
and profit sharing or productivity gainsharing bonus contributions
are not matched by the Company. All amounts contributed by both
participants and the Company are at all times non-forfeitable and
fully vested.
The Plan provides for an amount of Company matching contributions
based upon the Company's profitability in the prior year. If annual
profits of the Company, as defined in the Company's Profit Sharing
Plan ("Profits"), are less than $50 million, the Company's matching
contribution will be 50 cents for each dollar of the first 5% of
each participant's before-tax regular salary reductions. If Company
Profits are greater than $50 million, but are less than or equal to
$100 million, the Company's matching contribution will be 80 cents
for each dollar of the first 5% of each participant's before-tax
regular salary reductions. If Company Profits are greater than $100
million, the Company's matching contribution will be a
dollar-for-dollar match on the first 5% of each participant's
before-tax regular salary reductions. The Plan also provides for a
loan provision. As of December 31, 1993, the outstanding
participant loans' balance was $755,780.
Other expenses of the Trust, including trustee and recordkeeping
fees, but excluding loan fees, are paid by the Company. The Plan,
as currently stated, does not specifically provide for a termination
of the Company's matching contributions; however, it does provide
authority to the Board of Directors to modify or terminate the Plan
as it deems necessary, subject to the provisions of ERISA. In the
event of a termination of the Plan, each Participant shall be
entitled to receive the amounts then credited to their Account.
Additional information about the Plan agreement and the vesting and
benefit provisions is contained in the pamphlet, Retirement Programs
for Salaried Employees Summary Plan Descriptions. Copies of the
pamphlet are available from the Human Resource Department.
NOTE C--INVESTMENTS
Under the terms of the Plan, participants may elect to invest in any
of the following Fidelity funds, maintain a previously elected
investment in NII Common Stock, or exchange NII Common Stock for NII
Preferred Stock administered by the Trustee:
Cash Reserves--a money market fund which invests in U.S.
government and federal agency obligations, obligations of major
banks, federally insured instruments issued by smaller banks and
savings institutions, prime commercial paper, high grade
corporate obligations and qualified repurchase agreements.
Intermediate Bond--an income fund that invests in high and upper
medium grade fixed income obligations, including corporate
obligations, U.S. Government obligations, U.S. bank obligations
and prime commercial paper.
Equity Income--a balanced fund which is heavily invested in
income-producing equity securities with the balance of the fund
invested in corporate convertible and nonconvertible debt
obligations and short-term treasury obligations.
Retirement Growth--a diversified fund seeking capital
appreciation which invests principally in common stock. The
fund seeks capital gains without regard to whether such gains
qualify as long term capital gains for federal tax purposes.
Therefore, investment in the fund is limited to tax qualified
retirement plans and to tax exempt organizations.
Magellan Fund--an aggressive growth fund, which seeks long-term
capital appreciation. It invests in stocks of companies with
above average growth potential and a correspondingly higher
level of risk.
NII Common Stock--invested in the common stock of NII. NII
Stock is no longer an investment option for future contributions
or transfers of existing funds invested in other options.
NII Preferred Stock--invested in the preferred stock of NII.
Effective October 6, 1993, shares of NII Common Stock could be
exchanged for two shares of NII Preferred Stock. However, NII
Preferred Stock is not an investment option for future
contributions or transfers of existing funds invested in other
options (except for NII Common Stock).
National Steel Class B Common Stock--effective January 1, 1994,
the Company's Class B Common Stock will become an investment
option.
Investments in the five Fidelity funds, NII Preferred and Common
Stock, and participant loans at December 31, 1993 and 1992 were as
follows:
SHARES COST MARKET
__________ ____________ ____________
December 31, 1993
Cash Reserves 26,207,113 $ 26,207,113 $ 26,207,113
Intermediate Bond Fund 1,368,290 14,152,143 14,750,171
Equity Income Fund 1,134,275 30,444,550 38,383,880
Retirement Growth Fund 1,813,136 28,894,049 32,890,292
Magellan Fund 333,996 22,025,081 23,663,609
NII Common Stock 132,182 3,152,521 1,751,405
NII Preferred Stock 8,389 234,895 260,062
Participant Loans 755,780 755,780
____________ ____________
Total $125,866,132 $138,662,312
December 31, 1992
Cash Reserves 26,407,549 $ 26,407,549 $ 26,407,549
Intermediate Bond Fund 1,320,166 13,499,861 13,742,934
Equity Income Fund 1,048,009 27,054,003 30,402,735
Retirement Growth Fund 1,555,976 24,076,294 25,580,247
Magellan Fund 249,605 15,806,508 15,727,596
NII Common Stock 183,477 4,435,751 2,339,337
Participant Loans 692,644 692,644
____________ ____________
Total $111,972,610 $114,893,042
NOTE D--NET APPRECIATION (DEPRECIATION) IN FAIR VALUE DURING THE
YEAR
Net
appreciation
(depreciation)
in fair value
during the year
__________________
Year Ended December 31, 1993
Intermediate Bond Fund $ 479,619
Equity Income Fund 5,244,726
Retirement Growth Fund 2,739,084
Magellan Fund 1,989,693
NII Common Stock 102,235
NII Preferred Stock 25,167
____________
Total $ 10,580,524
============
Year Ended December 31, 1992
Intermediate Bond Fund $ (264,333)
Equity Income Fund 2,774,407
Retirement Growth Fund (2,239,497)
Magellan Fund (1,102,894)
NII Common Stock (332,200)
____________
Total $ (1,164,517)
============
NOTE E--TRANSACTIONS WITH PARTIES-IN-INTEREST
Fees paid during the year for legal, accounting, and other services
rendered by parties-in-interest were based on customary and
reasonable rates for such services.
NOTE F--INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under
Section 401(a) of the Code and is, therefore, not subject to tax
under present income tax law. The Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan
Administrator is not aware of any course of action or series of
events that have occurred that might adversely affect the Plan's
qualified status.
Contributions made by an employee on a before-tax basis,
contributions by the Company, interest, dividends and profit from
the sale of securities need not be reported by a participant for
federal income tax purposes until his Account is withdrawn, wholly
or partially.
<TABLE>
<CAPTION>
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT
NATIONAL STEEL CORPORATION
NATIONAL STEEL RETIREMENT SAVINGS PLAN
December 31, 1993
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSETS COST CURRENT VALUE
___________________________ _________________________________________ ____________ _______________
<S> <C> <C> <C>
Fidelity Management Trust Cash Reserves (26,207,113 Shares) $ 20,207,113 $ 26,207,113
Company
Intermediate Bond Fund (1,368,290 Shares) 24,152,1435 14,750,171
Equity Income Fund (1,134,275 Shares) 30,444,550 38,383,880
Retirement Growth Fund (1,813,136 Shares) 28,894,049 32,890,292
Magellan Fund (333,996 Shares) 22,025,081 23,663,609
NII Common Stock (132,182 Shares) 3,152,521 1,751,405
NII Preferred Stock (8,389 Shares) 234,895 260,062
Participant Loans (Principal amount of
$755,780 with interest ranging from
6.5% to 11%, due through December 1998) 755,780 755,780
____________ ____________
Totals $125,866,132 $138,662,312
============ ============
</TABLE>
<TABLE>
<CAPTION>
ITEM 27D--SCHEDULE OF TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF 5 PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
NATIONAL STEEL CORPORATION
NATIONAL STEEL RETIREMENT SAVINGS PLAN
Year Ended December 31, 1993
DOLLAR DOLLAR
IDENTITY OF NUMBER OF NUMBER OF VALUE OF VALUE OF NET GAIN
PARTY INVOLVED DESCRIPTION OF ASSET PURCHASES SALES PURCHASES SALES (LOSS)
______________________ __________________________ _________ _________ ___________ ___________ __________
<S> <C> <C> <C> <C> <C> <C>
Category (i) None
Category (ii) None
Category (iii)
Fidelity Management
Trust Company Cash Reserves 222 228 $ 13,405,112 $ 13,605,548 $ -0-
Intermediate Bond Fund 185 141 3,911,065 3,383,447 124,664
Equity Income Fund 209 144 7,352,375 4,615,956 654,128
Retirement Growth Fund 220 161 11,321,061 6,750,100 246,794
Magellan Fund 230 136 10,462,408 4,516,088 272,253
Category (iv) None
</TABLE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934, the Administrative Committee has duly caused this
annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
NATIONAL STEEL RETIREMENT SAVINGS PLAN
Date: June 30, 1994 By: /s/ James L. Wainscott
________________________
James L. Wainscott
Treasurer and Assistant
Secretary
/s/ Carl M. Apel
________________________
Carl M. Apel
Corporate Controller,
Accounting and
Assistant Secretary
EXHIBIT INDEX
Exhibit Description Page
23 Consent of Independent Auditors 18
EXHIBIT 23
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-51087) pertaining to the National Steel
Retirement Savings Plan of our report dated May 27, 1994, with
respect to the financial statements of the National Steel Retirement
Savings Plan included in this Annual Report (Form 11-K) for the year
ended December 31, 1993.
Ernst & Young
Fort Wayne, IN
June 28, 1994
