AMENDMENT dated as of January 4, 1998, to the Agreement and Plan of Merger dated as of December 15, 1997, among BETHLEHEM STEEL CORPORATION, a Delaware corporation ("Bethlehem"), LUKENS ACQUISITION CORPORATION, a Delaware corporation ("MERGER SUB")...

                    AMENDMENT dated as of January 4, 1998, to the Agreement
               and Plan of Merger dated as of December 15, 1997, among
               BETHLEHEM STEEL CORPORATION, a Delaware corporation
               ("Bethlehem"), XXXXXX ACQUISITION CORPORATION, a Delaware
               corporation ("MERGER SUB") and XXXXXX INC., a Delaware
               corporation (the "Company").

          WHEREAS Bethlehem and the Company have entered into an Agreement
and Plan of Merger dated as of December 15, 1997 (the "Merger Agreement";
all terms used herein that are defined in the Merger Agreement have the
meanings set forth therein);

          WHEREAS Merger Sub has become a party to the Merger Agreement
pursuant to Section 5.15 thereof;

          WHEREAS the parties wish to amend certain terms of the Merger
Agreement as hereinafter provided.

          NOW, THEREFORE, the parties hereto agree as follows:

          Section 1. The dollar amount set forth in Section 2.01(c)(i) is
hereby amended to be $30.

          Section 2. The reference to 3.62 in the proviso in Section
2.01(c)(ii) shall be amended to be 4.317 and the reference to 2.797 in such
proviso shall be amended to be 2.878.

          Section 3. The reference to .62 in clause (z) of Section 2.03(a)
and to .38 in clause (z) of Section 2.03(c) shall be amended to be .68 and
 .32, respectively.

          Section 4. The reference to $6.906 in Section 6.03(c) shall be
amended to be $6.950.

          Section 5. Section 8.11 shall be amended by adding at the end
thereof the following: "The parties agree to the exclusive jurisdiction of
the Federal and state courts in the State of Delaware for any disputes
arising under this Agreement or the transactions contemplated hereby."

          Section 6. Except as amended hereby, the Merger Agreement
continues to be, and shall remain, in full force and effect in accordance
with its terms. The General Provisions set forth in Article VIII of the
Merger Agreement are incorporated herein by reference and deemed made a
part hereof, mutatis mutandis.





                                                                          2

          IN WITNESS WHEREOF, the parties have executed this Amendment by
their respective officers thereunto duly authorized as of the date first
above written,

                                  BETHLEHEM STEEL CORPORATION,



                                  by /s/ X.X. Xxxxxxxx
                                     --------------------------
                                     X.X. Xxxxxxxx



                                  XXXXXX INC.,



                                  by /s/ X.X. Xxx Xxxx
                                     --------------------------
                                     Name:  
                                     Title:



                                  XXXXXX ACQUISITION CORPORATION,



                                  by /s/ X.X. Xxxxxxxx
                                     --------------------------
                                     X.X. Xxxxxxxx