SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549


                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(D) OF THE
                    SECURITIES AND EXCHANGE ACT OF 1934


     Date of Report (Date of earliest event reported): January 4, 1998


                                LUKENS INC.
             (Exact Name of Registrant as Specified in Charter)


Delaware                            1-3258              23-2451900
(State or Other Jurisdiction      (Commission         (IRS Employer
of Incorporation)                 File Number)        Identification Number)


 50 South First Avenue, Coatesville, PA                   19320-0911
 (Address of principal executive offices)                 (Zip Code)


Registrant's Telephone number, including area code   (610) 383-2000


Item 5. Other Events.

        On January 4, 1998, Bethlehem Steel Corporation ("Bethlehem"),
Lukens Acquisition Corporation ("Merger Sub") and Lukens Inc. ("Lukens")
entered into an amendment (the "Amendment") to the Agreement and Plan of
Merger dated as of December 15, 1997 (as so amended, the "Amended Merger
Agreement"), pursuant to which, among other things, at the effective time
(the "Effective Time") of the merger of Merger Sub with and into Lukens
(the "Merger"), holders of shares of common stock, par value $.01 per
share, of Lukens ("Lukens Common Stock") can elect to receive for each
such share either (i) $30 in cash, without interest thereon, or (ii) a
number, not less than 2.878 or greater than 4.317, of shares of common
stock, par value $1.00 per share, of Bethlehem ("Bethlehem Common Stock")
based on the average of the daily closing price per share of Bethlehem
Common Stock as reported on the New York Stock Exchange ("NYSE")
Composite Transactions Tape for the 15 consecutive NYSE trading days
immediately preceding the third full NYSE trading day prior to the
Effective Time of the Merger, subject to the limitation that the amount
of cash to be paid and the amount of Bethlehem Common Stock to be
delivered in the Merger will not exceed 68% and 32%, respectively, of the
total value of the consideration to be paid or delivered by Bethlehem in
the Merger. At the Effective Time of the Merger, holders of shares of
Series B ESOP Convertible Preferred Stock, par value $.01 per share, of
Lukens ("Lukens Preferred Stock") will receive for each such share the
amount of cash and the number of shares of Bethlehem Common Stock they
would be entitled to receive had they converted such shares of Lukens
Preferred Stock into shares of Lukens Common Stock immediately prior to
the Effective Time and did not make an election to receive cash in the
Merger.

        Consummation of the Merger is subject to certain conditions,
including approval of the Merger by stockholders of Lukens and the
receipt of regulatory approvals, including the expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.

        The foregoing discussion of the Amendment is a summary only and
is qualified in its entirety by reference to the full text of the
Amendment, a copy of which is filed as an exhibit hereto and incorporated
by reference herein.

        A joint press release, dated January 5, 1998, announcing the
Amendment was issued by Lukens and Bethlehem and is filed as an exhibit
hereto and incorporated by reference herein.


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

        (a) Not applicable.

        (b) Not applicable.

        (c) Exhibits.

        2.1    Amendment dated as of January 4, 1998 to the Agreement and
               Plan of Merger dated as of December 15, 1997 among
               Bethlehem Steel Corporation, Lukens Acquisition
               Corporation and Lukens Inc.

        99.1   Joint Press Release of Lukens Inc. and Bethlehem Steel
               Corporation dated January 5, 1998


                                    SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.


                                         LUKENS INC.


Dated:  January 5, 1998             By: /s/ William D. Sprague
                                       -----------------------
                                       William D. Sprague
                                       Vice President, General
                                       Counsel and Secretary


                                 INDEX TO EXHIBITS


Exhibit                             Exhibit
Number


2.1     Amendment dated as of January 4, 1998 to the Agreement and Plan
        of Merger dated as of December 15, 1997 among Bethlehem Steel
        Corporation, Lukens Acquisition Corporation and
        Lukens Inc.

99.1    Joint Press Release of Lukens Inc. and Bethlehem Steel
        Corporation dated January 5, 1998
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SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(D) OF THE
                    SECURITIES AND EXCHANGE ACT OF 1934

     Date of Report (Date of earliest event reported): January 4, 1998

                                LUKENS INC.
             (Exact Name of Registrant as Specified in Charter)

Delaware                            1-3258              23-2451900
(State or Other Jurisdiction      (Commission         (IRS Employer
of Incorporation)                 File Number)        Identification Number)

 50 South First Avenue, Coatesville, PA                   19320-0911
 (Address of principal executive offices)                 (Zip Code)

Registrant's Telephone number, including area code   (610) 383-2000

Item 5. Other Events.

        On January 4, 1998, Bethlehem Steel Corporation ("Bethlehem"),
Lukens Acquisition Corporation ("Merger Sub") and Lukens Inc. ("Lukens")
entered into an amendment (the "Amendment") to the Agreement and Plan of
Merger dated as of December 15, 1997 (as so amended, the "Amended Merger
Agreement"), pursuant to which, among other things, at the effective time
(the "Effective Time") of the merger of Merger Sub with and into Lukens
(the "Merger"), holders of shares of common stock, par value $.01 per
share, of Lukens ("Lukens Common Stock") can elect to receive for each
such share either (i) $30 in cash, without interest thereon, or (ii) a
number, not less than 2.878 or greater than 4.317, of shares of common
stock, par value $1.00 per share, of Bethlehem ("Bethlehem Common Stock")
based on the average of the daily closing price per share of Bethlehem
Common Stock as reported on the New York Stock Exchange ("NYSE")
Composite Transactions Tape for the 15 consecutive NYSE trading days
immediately preceding the third full NYSE trading day prior to the
Effective Time of the Merger, subject to the limitation that the amount
of cash to be paid and the amount of Bethlehem Common Stock to be
delivered in the Merger will not exceed 68% and 32%, respectively, of the
total value of the consideration to be paid or delivered by Bethlehem in
the Merger. At the Effective Time of the Merger, holders of shares of
Series B ESOP Convertible Preferred Stock, par value $.01 per share, of
Lukens ("Lukens Preferred Stock") will receive for each such share the
amount of cash and the number of shares of Bethlehem Common Stock they
would be entitled to receive had they converted such shares of Lukens
Preferred Stock into shares of Lukens Common Stock immediately prior to
the Effective Time and did not make an election to receive cash in the
Merger.

        Consummation of the Merger is subject to certain conditions,
including approval of the Merger by stockholders of Lukens and the
receipt of regulatory approvals, including the expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.

        The foregoing discussion of the Amendment is a summary only and
is qualified in its entirety by reference to the full text of the
Amendment, a copy of which is filed as an exhibit hereto and incorporated
by reference herein.

        A joint press release, dated January 5, 1998, announcing the
Amendment was issued by Lukens and Bethlehem and is filed as an exhibit
hereto and incorporated by reference herein.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

        (a) Not applicable.

        (b) Not applicable.

        (c) Exhibits.

        2.1    Amendment dated as of January 4, 1998 to the Agreement and
               Plan of Merger dated as of December 15, 1997 among
               Bethlehem Steel Corporation, Lukens Acquisition
               Corporation and Lukens Inc.

        99.1   Joint Press Release of Lukens Inc. and Bethlehem Steel
               Corporation dated January 5, 1998

                                    SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                         LUKENS INC.

Dated:  January 5, 1998             By: /s/ William D. Sprague
                                       -----------------------
                                       William D. Sprague
                                       Vice President, General
                                       Counsel and Secretary

                                 INDEX TO EXHIBITS

Exhibit                             Exhibit
Number

2.1     Amendment dated as of January 4, 1998 to the Agreement and Plan
        of Merger dated as of December 15, 1997 among Bethlehem Steel
        Corporation, Lukens Acquisition Corporation and
        Lukens Inc.

99.1    Joint Press Release of Lukens Inc. and Bethlehem Steel
        Corporation dated January 5, 1998