SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SANDMAN DAN D

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITED STATES STEEL CORP [ X ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Vice Chrmn-Chf Lgl Adm Offcr		Vice Chrmn-Chf Lgl Adm Offcr

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
United States Steel Corporation Common Stock	08/12/2004		M		75,000	A	$15.445	159,555.99	D
United States Steel Corporation Common Stock	08/12/2004		D		75,000	D	$38.015	84,555.99	D
United States Steel Corporation Common Stock	08/12/2004		M		75,000	A	$15.445	159,555.99	D
United States Steel Corporation Common Stock	08/12/2004		D		30,472.24	D	$38.015	129,083.76	D
United States Steel Corporation Common Stock	08/12/2004		F		26,369.76	D	$38.015	102,713.99	D
United States Steel Corporation Common Stock	08/12/2004		M		2,500	A	$31.6875	105,213.99	D
United States Steel Corporation Common Stock	08/12/2004		D		2,500	D	$38.015	102,713.99	D
United States Steel Corporation Common Stock	08/12/2004		M		2,500	A	$31.6875	105,213.99	D
United States Steel Corporation Common Stock	08/12/2004		D		2,084.35	D	$38.015	103,129.64	D
United States Steel Corporation Common Stock	08/12/2004		F		329.65	D	$38.015	102,799.99	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$31.6875	08/12/2004		M⁽¹⁾			5,000	11/30/1995	05/30/2005	United States Steel Corporation Common Stock	5,000	$00.00	0.00	D
Stock Appreciation Right	$31.6875	08/12/2004		M⁽¹⁾			5,000	11/30/1995	05/30/2005	United States Steel Corporation Common Stock	5,000	$00.00	0.00	D
Employee Stock Option (right to buy)	$15.445	08/12/2004		M⁽¹⁾			150,000	05/27/2004	05/27/2011	United States Steel Corporation Common Stock	150,000	$00.00	0.00	D
Stock Appreciation Right	$15.445	08/12/2004		M⁽¹⁾			150,000	05/27/2004	05/27/2011	United States Steel Corporation Common Stock	150,000	$00.00	0.00	D

Explanation of Responses:

1. Exercise of SARs, receiving half cash and half stock, and cancellation of related options.

Remarks:

	B. E. Lammel by Power of Attorney	08/16/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.