United States Steel Corporation
Law Department
600 Grant Street
Pittsburgh, PA  15219-2800
412 433 2877
Fax:  412 433 2811
email:  rmstanton@uss.com
Robert M. Stanton
Assistant General Counsel-Corporate & Assistant Secretary


June 24, 2002

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

Re: Proposed Rule Disclosure of Certain Management Transactions (Release No. 
33-8090; 34-45742; File No. S7-09-02)

Ladies and Gentlemen:

United States Steel Corporation is pleased to comment upon the proposed 
rules concerning disclosure of certain management transactions.  In light of 
numerous recent cases that appear to be abusive, or worse, we understand and 
support rulemaking that requires full disclosure of insider compensation and 
securities transaction information of interest to investors.  Our concerns 
with the proposed rule relates solely to company equity securities; 
specifically, we are concerned with the practicality of implementation and 
the burden that this rule imposes upon reporting companies.  As a practical 
matter it seems that investors need this type of information when electing 
directors and approving compensation plans.  Neither of these requires the 
two-day reporting deadlines contemplated in the release.

When Congress enacted §16 of the Securities Exchange Act of 1934, it placed 
the reporting obligation on the individual officer and director.  The rules 
promulgated under the act required monthly reporting by the individual.  For 
better or worse, the ultimate reporting responsibility must lie with the 
individual because he or she is the only person in possession of all of the 
knowledge needed to fully disclose stock transactions.  Like many 
corporations, United States Steel Corporation sends monthly reminders to 
insiders of their reporting obligation together with a statement of any 
known reportable transactions.  This limited activity requires between 
twelve and sixteen employee hours per month.

In our circumstances, we estimate that compliance with the rule would 
require dedicating an employee full-time, and a number of people part-time 
to handle periods of volume, to the monitoring of executive stock actions.  
Even then, we would ultimately have to rely upon the individual officer and 
director to inform us of their activities.  We question whether such a 
burden is justified, let alone cost justified.

Sincerely,

/s/ Robert M. Stanton

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