<PAGE>   1

As filed with the Securities and Exchange Commission on March 10, 1995
                                                         Registration No. 33-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                             
                             --------------------
                                       
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                          BETHLEHEM STEEL CORPORATION
            (Exact name of Registrant as specified in its charter)

             DELAWARE                                       24-0526133
  (State or other jurisdiction of                        (I.R.S. Employer 
  incorporation or organization)                         Identification No.) 
                             
                              1170 EIGHTH AVENUE
                      BETHLEHEM, PENNSYLVANIA 18016-7699
                                (610) 694-2424
      (Address, including zip code, and telephone number, including area
              code, of Registrant's principal executive offices)

                           1994 STOCK INCENTIVE PLAN
                        OF BETHLEHEM STEEL CORPORATION
                           (Full title of the plan)
                                       
                            WILLIAM H. GRAHAM, ESQ.
                          BETHLEHEM STEEL CORPORATION
                               2018 MARTIN TOWER
                              1170 EIGHTH AVENUE
                           BETHLEHEM, PA  18016-7699
                                (610) 694-7430
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================
                                                         PROPOSED            PROPOSED
                                                         MAXIMUM              MAXIMUM            AMOUNT OF
     TITLE OF SECURITIES          AMOUNT TO BE        OFFERING PRICE         AGGREGATE         REGISTRATION
       TO BE REGISTERED            REGISTERED          PER UNIT (1)     OFFERING PRICE (1)          FEE
- ----------------------------------------------------------------------------------------------------------------
  <S>                          <C>                         <C>                  <C>                 <C>
  Common Stock  . . . . . .    4,000,000 shares            $15.00               $60,000,000.00      $20,689.66
- ----------------------------------------------------------------------------------------------------------------
  Preference Stock             4,000,000 rights            N/A                  N/A                 N/A
  Purchase Rights (2)   . .
================================================================================================================
</TABLE>

(1)      Estimated solely for purposes of calculating the registration fee
         pursuant to Rule 457(h)(1) under the Securities Act of 1933 on the
         basis of the high and low prices ($15.00 per share) of the
         Registrant's Common Stock on the New York Stock Exchange Composite
         Tape on March 8, 1995.

(2)      Rights are evidenced by certificates for shares of the Common Stock
         and automatically trade with such Common Stock.  The value
         attributable to such Rights, if any, is reflected in the market price
         of the Common Stock.

                          ---------------------------
<PAGE>   2
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents heretofore filed with the Commission by
Bethlehem (File No. 1-1941) are incorporated by reference in this registration
statement:

         1.      Bethlehem's Annual Report on Form 10-K for the year ended
                 December 31, 1993.  
         2.      Bethlehem's Quarterly Reports on Form 10-Q
                 for the quarters ended March 31, 1994, June 30, 1994 and 
                 September 30, 1994.
         3.      Bethlehem's Current Report on Form 8-K dated April 27, 1994.
         4.      The description of Bethlehem's Common Stock set forth in
                 Article Fourth of Bethlehem's Second Restated Certificate of
                 Incorporation.
         5.      Bethlehem's Registration Statement on Form 8-A dated October
                 4, 1988, relating to Bethlehem's Preference Stock Purchase
                 Rights.

         All documents filed by Bethlehem pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of Common Stock to be issued pursuant to
the Plan will be passed upon for Bethlehem by William H. Graham, Esq., General
Counsel of Bethlehem.  Mr. Graham is paid a salary by Bethlehem and
participates in various employee benefit plans offered to officers and
employees of Bethlehem generally.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware:
(i) gives Delaware corporations broad powers to indemnify their present and
former directors and officers and those of affiliated corporations against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with threatened,
pending or completed actions, suits or proceedings to which they are parties or
are threatened to be made parties by reason of being or having been such
directors or officers, subject to specified conditions and exclusions; (ii)
gives a director or officer who successfully defends an action the right to be
so indemnified; and (iii) permits a corporation to buy directors' and officers'
liability insurance.  Such indemnification is not exclusive of any other rights
to which those indemnified may be entitled under any by-law, agreement, vote of
stockholders or otherwise.





                                       2
<PAGE>   3
         Article IX of Bethlehem's By-laws requires Bethlehem to indemnify its
directors and officers to the maximum extent permitted by the General
Corporation Law of the State of Delaware.  Article Eighth of Bethlehem's Second
Restated Certificate of Incorporation also provides that Bethlehem may
indemnify and advance expenses to its directors, officers, employees or agents
to the fullest extent permitted by applicable law.

         Bethlehem has entered into individual Indemnification Assurance
Agreements with each of its directors and executive officers pursuant to which
Bethlehem has agreed to indemnify each of its directors and executive officers
to the full extent provided by applicable law and the By-laws of Bethlehem as
currently in effect.  In addition, Bethlehem has established in connection with
its indemnification policy an irrevocable letter of credit in an aggregate
amount of $5 million to assure payment to each director and executive officer
of any amounts to which they may become entitled as indemnification pursuant to
the By-laws in the event that, for any reason, Bethlehem shall not pay to them
any such indemnification.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling Bethlehem pursuant to the foregoing provisions, Bethlehem has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and therefore
unenforceable.

         Bethlehem maintains insurance policies insuring its directors and
officers against certain losses incurred by them as a result of claims based
upon their actions or statements (including omissions to act or to make
statements) as directors and officers.  The aggregate amount payable for
individual directors and officers under such policies in any policy year is
limited to $75 million.  After certain deductibles, Bethlehem is entitled to
reimbursement of up to $50 million under such policies in connection with its
indemnification of directors and officers.

         Bethlehem also maintains an insurance policy insuring those
individuals who are fiduciaries, as defined by the Employee Retirement Income
Security Act of 1974, under certain employee benefit plans of Bethlehem and its
subsidiaries against certain losses incurred by them as a result of claims
based on their responsibilities, obligations and duties under such Act.  This
fiduciary policy is subject to certain deductibles and has an annual aggregate
limit of $30 million.

         Section 102(b)(7) of the General Corporation Law of the State of
Delaware permits a Delaware corporation to include in its certificate of
incorporation a provision eliminating the potential monetary liability of a
director to the corporation or its stockholders for breach of fiduciary duty as
a director, provided that such provision shall not eliminate the liability of a
director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
for improper payment of dividends, or (iv) for any transaction from which the
director receives an improper personal benefit.  Bethlehem's Second Restated
Certificate of Incorporation includes such a provision in Article Ninth
thereof.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.





                                       3
<PAGE>   4
ITEM 9.  UNDERTAKINGS.

(a)      The undersigned Registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                 (i)      to include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933;

                 (ii)     to reflect in the prospectus any facts or events
         arising after the effective date of this Registration Statement (or
         the most recent post-effective amendment thereof) which, individually
         or in the aggregate, represent a fundamental change in the information
         set forth in this Registration Statement; and

                 (iii)    to include any material information with respect to
         the plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

         (2)     That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

         (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(h)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.





                                       4
<PAGE>   5
                                   SIGNATURES

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BETHLEHEM AND COMMONWEALTH OF PENNSYLVANIA, ON THIS
8TH DAY OF MARCH, 1995.

                                        BETHLEHEM STEEL CORPORATION 
                                          Registrant


                                        By      /s/ Curtis H. Barnette
                                           -------------------------------------
                                                    Curtis H. Barnette
                                            Chairman and Chief Executive Officer

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
         SIGNATURES                              TITLE                                   DATE
         ----------                              -----                                   ----
<S>                                    <C>                                           <C>
     /s/ Curtis H. Barnette             Director, Chairman and                        March 8, 1995 
     --------------------------           Chief Executive Officer
        CURTIS H. BARNETTE                (principal executive
                                          officer)
                                
                                
     /s/ Gary L. Millenbruch            Director, Executive Vice                      March 8, 1995 
     --------------------------           President and Treasurer
        GARY L. MILLENBRUCH               (principal financial officer)
                                
                                
     /s/ Lonnie A. Arnett               Vice President and                            March 8, 1995 
     --------------------------           Controller (principal
         LONNIE A. ARNETT                 accounting officer)
                                
                                
                *                       Director                                      March 8, 1995
     -------------------------- 
       BENJAMIN R. CIVILETTI      
                                
                                
                *                       Director                                      March 8, 1995
     -------------------------- 
          WORLEY H. CLARK            
                                
                                
                *                       Director                                      March 8, 1995
     -------------------------- 
       HERMAN E. COLLIER, JR.     
                                
                                
                *                       Director                                      March 8, 1995
     -------------------------- 
         JOHN B. CURCIO             
</TABLE>                   
                                
                                
                                
                                
                                       5
<PAGE>   6
<TABLE>                    
<CAPTION>                  
              SIGNATURES                         TITLE                                   DATE
              ----------                         -----                                   ----
<S>                                        <C>                                        <C>
                                                       
                 *                          Director                                  March 8, 1995
     --------------------------                        
        WILLIAM C. HITTINGER                              
                                                       
                                                       
                 *                          Director                                  March 8, 1995
     --------------------------                        
         THOMAS L. HOLTON                                  
                                                       
                                                       
                 *                          Director                                  March 8, 1995
     --------------------------                        
          LEWIS B. KADEN                                    
                                                       
                                                       
                 *                          Director                                  March 8, 1995
     --------------------------                        
          HARRY P. KAMEN                                    
                                                       
                                                       
                 *                          Director                                  March 8, 1995
     --------------------------                        
         WINTHROP KNOWLTON                                 
                                                       
                                                       
                 *                          Director                                  March 8, 1995
     --------------------------                        
       ROBERT MCCLEMENTS, JR.                            
                                                       
                                                       
                 *                          Director                                  March 8, 1995
     --------------------------                        
         ROGER P. PENNY                                    
                                                       
                                                       
                 *                          Director                                  March 8, 1995
     --------------------------                        
         DEAN P. PHYPERS                                   
                                                       
                                                       
                 *                          Director                                  March 8, 1995
     --------------------------                        
         WILLIAM A. POGUE                                  
                                                       
                                                       
                 *                          Director                                  March 8, 1995
     --------------------------         
          JOHN F. RUFFLE             


   By  /s/ Lonnie A. Arnett           
      --------------------------
           LONNIE A. ARNETT
          (Attorney-in-Fact)
</TABLE>




                                       6
<PAGE>   7
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT                                                                                                              PAGE 
NUMBER                                            DESCRIPTION                                                       NUMBER
- ------                                            -----------                                                       ------
<S>              <C>                                                                                   
4(a)             Second Restated Certificate of Incorporation (Incorporated by reference from Exhibit 28 to
                 Bethlehem's quarterly report on Form 10-Q for the quarter ended March 31, 1994)

4(b)             By-laws of Bethlehem Steel Corporation, as amended October 1, 1988
                 (Incorporated by reference from Exhibit 3 to Bethlehem's quarterly
                 report on Form 10-Q for the quarter ended September 30, 1988 (No. 1-1941))

4(c)             Rights Agreement, dated as of September 28, 1988, between Bethlehem
                 Steel Corporation and Morgan Shareholder Services Trust Company
                 (Incorporated by reference from Exhibit 1,2 to Bethlehem's Application
                 for Registration of Certain Classes of Securities on Form 8-A)

4(d)             Form of Common Stock Certificate (Incorporated by reference from Exhibit 4(e) to Bethlehem's
                 Registration Statement on Form S-3
                 (No. 33-48697))

5                Opinion of William H. Graham, Esq.

23(a)            Consent of William H. Graham, Esq. (included in Exhibit 5)

23(b)            Consent of Price Waterhouse LLP

24               Power of Attorney
</TABLE>





                                       7
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1

As filed with the Securities and Exchange Commission on March 10, 1995
                                                         Registration No. 33-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                             
                             --------------------
                                       
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                          BETHLEHEM STEEL CORPORATION
            (Exact name of Registrant as specified in its charter)

             DELAWARE                                       24-0526133
  (State or other jurisdiction of                        (I.R.S. Employer 
  incorporation or organization)                         Identification No.) 
                             
                              1170 EIGHTH AVENUE
                      BETHLEHEM, PENNSYLVANIA 18016-7699
                                (610) 694-2424
      (Address, including zip code, and telephone number, including area
              code, of Registrant's principal executive offices)

                           1994 STOCK INCENTIVE PLAN
                        OF BETHLEHEM STEEL CORPORATION
                           (Full title of the plan)
                                       
                            WILLIAM H. GRAHAM, ESQ.
                          BETHLEHEM STEEL CORPORATION
                               2018 MARTIN TOWER
                              1170 EIGHTH AVENUE
                           BETHLEHEM, PA  18016-7699
                                (610) 694-7430
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                         PROPOSED            PROPOSED
                                                         MAXIMUM              MAXIMUM            AMOUNT OF
     TITLE OF SECURITIES          AMOUNT TO BE        OFFERING PRICE         AGGREGATE         REGISTRATION
       TO BE REGISTERED            REGISTERED          PER UNIT (1)     OFFERING PRICE (1)          FEE
- ----------------------------------------------------------------------------------------------------------------
Common Stock  . . . . . .    4,000,000 shares            $15.00               $60,000,000.00      $20,689.66
- ----------------------------------------------------------------------------------------------------------------
  Preference Stock             4,000,000 rights            N/A                  N/A                 N/A
  Purchase Rights (2)   . .
================================================================================================================
(1)      Estimated solely for purposes of calculating the registration fee
         pursuant to Rule 457(h)(1) under the Securities Act of 1933 on the
         basis of the high and low prices ($15.00 per share) of the
         Registrant's Common Stock on the New York Stock Exchange Composite
         Tape on March 8, 1995.

(2)      Rights are evidenced by certificates for shares of the Common Stock
         and automatically trade with such Common Stock.  The value
         attributable to such Rights, if any, is reflected in the market price
         of the Common Stock.

                          ---------------------------
2
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents heretofore filed with the Commission by
Bethlehem (File No. 1-1941) are incorporated by reference in this registration
statement:

         1.      Bethlehem's Annual Report on Form 10-K for the year ended
                 December 31, 1993.  
         2.      Bethlehem's Quarterly Reports on Form 10-Q
                 for the quarters ended March 31, 1994, June 30, 1994 and 
                 September 30, 1994.
         3.      Bethlehem's Current Report on Form 8-K dated April 27, 1994.
         4.      The description of Bethlehem's Common Stock set forth in
                 Article Fourth of Bethlehem's Second Restated Certificate of
                 Incorporation.
         5.      Bethlehem's Registration Statement on Form 8-A dated October
                 4, 1988, relating to Bethlehem's Preference Stock Purchase
                 Rights.

         All documents filed by Bethlehem pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of Common Stock to be issued pursuant to
the Plan will be passed upon for Bethlehem by William H. Graham, Esq., General
Counsel of Bethlehem.  Mr. Graham is paid a salary by Bethlehem and
participates in various employee benefit plans offered to officers and
employees of Bethlehem generally.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware:
(i) gives Delaware corporations broad powers to indemnify their present and
former directors and officers and those of affiliated corporations against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with threatened,
pending or completed actions, suits or proceedings to which they are parties or
are threatened to be made parties by reason of being or having been such
directors or officers, subject to specified conditions and exclusions; (ii)
gives a director or officer who successfully defends an action the right to be
so indemnified; and (iii) permits a corporation to buy directors' and officers'
liability insurance.  Such indemnification is not exclusive of any other rights
to which those indemnified may be entitled under any by-law, agreement, vote of
stockholders or otherwise.

                                       2
3
         Article IX of Bethlehem's By-laws requires Bethlehem to indemnify its
directors and officers to the maximum extent permitted by the General
Corporation Law of the State of Delaware.  Article Eighth of Bethlehem's Second
Restated Certificate of Incorporation also provides that Bethlehem may
indemnify and advance expenses to its directors, officers, employees or agents
to the fullest extent permitted by applicable law.

         Bethlehem has entered into individual Indemnification Assurance
Agreements with each of its directors and executive officers pursuant to which
Bethlehem has agreed to indemnify each of its directors and executive officers
to the full extent provided by applicable law and the By-laws of Bethlehem as
currently in effect.  In addition, Bethlehem has established in connection with
its indemnification policy an irrevocable letter of credit in an aggregate
amount of $5 million to assure payment to each director and executive officer
of any amounts to which they may become entitled as indemnification pursuant to
the By-laws in the event that, for any reason, Bethlehem shall not pay to them
any such indemnification.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling Bethlehem pursuant to the foregoing provisions, Bethlehem has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and therefore
unenforceable.

         Bethlehem maintains insurance policies insuring its directors and
officers against certain losses incurred by them as a result of claims based
upon their actions or statements (including omissions to act or to make
statements) as directors and officers.  The aggregate amount payable for
individual directors and officers under such policies in any policy year is
limited to $75 million.  After certain deductibles, Bethlehem is entitled to
reimbursement of up to $50 million under such policies in connection with its
indemnification of directors and officers.

         Bethlehem also maintains an insurance policy insuring those
individuals who are fiduciaries, as defined by the Employee Retirement Income
Security Act of 1974, under certain employee benefit plans of Bethlehem and its
subsidiaries against certain losses incurred by them as a result of claims
based on their responsibilities, obligations and duties under such Act.  This
fiduciary policy is subject to certain deductibles and has an annual aggregate
limit of $30 million.

         Section 102(b)(7) of the General Corporation Law of the State of
Delaware permits a Delaware corporation to include in its certificate of
incorporation a provision eliminating the potential monetary liability of a
director to the corporation or its stockholders for breach of fiduciary duty as
a director, provided that such provision shall not eliminate the liability of a
director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
for improper payment of dividends, or (iv) for any transaction from which the
director receives an improper personal benefit.  Bethlehem's Second Restated
Certificate of Incorporation includes such a provision in Article Ninth
thereof.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

                                       3
4
ITEM 9.  UNDERTAKINGS.

(a)      The undersigned Registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                 (i)      to include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933;

                 (ii)     to reflect in the prospectus any facts or events
         arising after the effective date of this Registration Statement (or
         the most recent post-effective amendment thereof) which, individually
         or in the aggregate, represent a fundamental change in the information
         set forth in this Registration Statement; and

                 (iii)    to include any material information with respect to
         the plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

         (2)     That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

         (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(h)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       4
5
                                   SIGNATURES

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BETHLEHEM AND COMMONWEALTH OF PENNSYLVANIA, ON THIS
8TH DAY OF MARCH, 1995.

                                        BETHLEHEM STEEL CORPORATION 
                                          Registrant

                                        By      /s/ Curtis H. Barnette
                                           -------------------------------------
                                                    Curtis H. Barnette
                                            Chairman and Chief Executive Officer

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURES                              TITLE                                   DATE
         ----------                              -----                                   ----
/s/ Curtis H. Barnette             Director, Chairman and                        March 8, 1995 
     --------------------------           Chief Executive Officer
        CURTIS H. BARNETTE                (principal executive
                                          officer)
                                
                                
     /s/ Gary L. Millenbruch            Director, Executive Vice                      March 8, 1995 
     --------------------------           President and Treasurer
        GARY L. MILLENBRUCH               (principal financial officer)
                                
                                
     /s/ Lonnie A. Arnett               Vice President and                            March 8, 1995 
     --------------------------           Controller (principal
         LONNIE A. ARNETT                 accounting officer)
                                
                                
                *                       Director                                      March 8, 1995
     -------------------------- 
       BENJAMIN R. CIVILETTI      
                                
                                
                *                       Director                                      March 8, 1995
     -------------------------- 
          WORLEY H. CLARK            
                                
                                
                *                       Director                                      March 8, 1995
     -------------------------- 
       HERMAN E. COLLIER, JR.     
                                
                                
                *                       Director                                      March 8, 1995
     -------------------------- 
         JOHN B. CURCIO
5
6
SIGNATURES                         TITLE                                   DATE
              ----------                         -----                                   ----
*                          Director                                  March 8, 1995
     --------------------------                        
        WILLIAM C. HITTINGER                              
                                                       
                                                       
                 *                          Director                                  March 8, 1995
     --------------------------                        
         THOMAS L. HOLTON                                  
                                                       
                                                       
                 *                          Director                                  March 8, 1995
     --------------------------                        
          LEWIS B. KADEN                                    
                                                       
                                                       
                 *                          Director                                  March 8, 1995
     --------------------------                        
          HARRY P. KAMEN                                    
                                                       
                                                       
                 *                          Director                                  March 8, 1995
     --------------------------                        
         WINTHROP KNOWLTON                                 
                                                       
                                                       
                 *                          Director                                  March 8, 1995
     --------------------------                        
       ROBERT MCCLEMENTS, JR.                            
                                                       
                                                       
                 *                          Director                                  March 8, 1995
     --------------------------                        
         ROGER P. PENNY                                    
                                                       
                                                       
                 *                          Director                                  March 8, 1995
     --------------------------                        
         DEAN P. PHYPERS                                   
                                                       
                                                       
                 *                          Director                                  March 8, 1995
     --------------------------                        
         WILLIAM A. POGUE                                  
                                                       
                                                       
                 *                          Director                                  March 8, 1995
     --------------------------         
          JOHN F. RUFFLE             

   By  /s/ Lonnie A. Arnett           
      --------------------------
           LONNIE A. ARNETT
          (Attorney-in-Fact)
6
7
                                 EXHIBIT INDEX
EXHIBIT                                                                                                              PAGE 
NUMBER                                            DESCRIPTION                                                       NUMBER
- ------                                            -----------                                                       ------
4(a)             Second Restated Certificate of Incorporation (Incorporated by reference from Exhibit 28 to
                 Bethlehem's quarterly report on Form 10-Q for the quarter ended March 31, 1994)

4(b)             By-laws of Bethlehem Steel Corporation, as amended October 1, 1988
                 (Incorporated by reference from Exhibit 3 to Bethlehem's quarterly
                 report on Form 10-Q for the quarter ended September 30, 1988 (No. 1-1941))

4(c)             Rights Agreement, dated as of September 28, 1988, between Bethlehem
                 Steel Corporation and Morgan Shareholder Services Trust Company
                 (Incorporated by reference from Exhibit 1,2 to Bethlehem's Application
                 for Registration of Certain Classes of Securities on Form 8-A)

4(d)             Form of Common Stock Certificate (Incorporated by reference from Exhibit 4(e) to Bethlehem's
                 Registration Statement on Form S-3
                 (No. 33-48697))

5                Opinion of William H. Graham, Esq.

23(a)            Consent of William H. Graham, Esq. (included in Exhibit 5)

23(b)            Consent of Price Waterhouse LLP

24               Power of Attorney
7