PROSPECTUS

BETHLEHEM STEEL CORPORATION $50,000,000 CONSOLIDATED MORTGAGE THIRTYYEAR SINKING FUND 3% BONDS, SERIES K

Dated January 1, 1949

Due January 1, 1979 Sinking Fund required sufficient to retire on January 1, 1951, and on each January 1 thereafter, 2% of the total principal amount of the Series K Bonds theretofore authenticated and delivered

The Corporation will make application for the listing of the Series K Bonds on the New York Stock Exchange and their registration under the Securities Exchange Act of 1934.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE. ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE

1 Does not include $25,000 which the Corporation has agreed to pay on account of expenses of the Underwriters named within. The Purchase Contract referred to herein under the heading "Underwriting" contains certain indemnification agreements between the Corporation and the Underwriters against liability under the Securities Act of 1933, as amended, in certain instances.

2 Before de lucting expenses, estimated at $348,150 (including the $25,000 referred to in note (1) above), payable by the Corporation in connection with the issue and sale of the Bonds. Plus accrued interest from January 1, 1949, to date of delivery.

OFFERING PRICE 100% PLUS ACCRUED INTEREST

The list of Underwriters set forth herein under the heading "Underwriting” includes: Kuhn, Loeb & Co.; Smith, Barney & Co.; Harriman Ripley & Co., Incorporated; The First Boston Corporation; Blyth & Co., Inc.; Union Securities Corporation; Goldman, Sachs & Co.; Hemphill, Noyes & Co.

As more fully set forth herein, the above-mentioned Bonds are offered by the respective Underwriters named herein, subject to prior sale, when, as and if issued and accepted by them and subject to the approval of counsel; and the several Underwriters reserve the right, in their discretion, to reject any orders for the purchase of such Bonds, in whole or in part. It is expected that the Bonds in temporary form will be ready for delivery on or about January 24, 1949, at the office of Kuhn, Loeb & Co., 52 William Street, New York, N. Y. The date of issue of this Prospectus is January 18, 1949.

The rated steel-making capacity (ingots and casting) of subsidiaries consolidated of the Corporation was increased as of January 1, 1948, by 900,000 net tons, or 13,800,000 net tons, per annum, partly as the result of the construction during the year of two additional open-hearth furnaces and one electric furnace and partly to reflect actual capacities of existing furnaces demonstrated for the first time in 1947, and was further increased as of January 1, 1949, by 400,000 net tons, or to 14,200,000 net tons per annum. The rated steel-making capacity (ingots and castings) of the entire United States was increased as of January 1, 1948, by 2,992,210 net tons or to 94,233,460 net tons per annum, and was further increased as of January 1, 1949, by 1,887,470 net tons or to 96,120,930 net tons per annum.

The steel-making capacity of the United States has in peacetime normally exceeded demand, and it may be that the increase in such steel-making capacity since 1939 has exceeded any increase in the future demand for steel products. It may also be that such increase in steel-making capacity will result in increased competition in the steel industry. If that shall be the case, it is not yet possible to measure the effect upon the Corporation and its subsidiaries of such increased competition.

Of the total consolidated net billings of the Corporation and its subsidiaries consolidated during the four years 1938 to 1941, inclusive, approximately 23.4% represents billings in respect of shipbuilding and ship-repair activities. Of the total consolidated net billings of the Corporation and its subsidiaries consolidated during the four years 1942 to 1945, inclusive (or the War period), approximately 55.7% represents billings in respect of such activities. Of the total consolidated net billings of the Corporation and its subsidiaries consolidated during the two and three-quarters years ended September 30, 1948, approximately 18.4% represents billings in respect of such activities.

The shipbuilding capacity of the country was greatly increased during World War II. The additional capacity, however, was very largely in the form of facilities which were paid for and owned by the United States, many of which have been retired from service since the end of hostilities. It is impossible for the Corporation to estimate the effect of the remaining increased facilities upon the shipbuilding businesses of subsidiaries of the Corporation.

The Corporation is unable to determine what will be the effect upon it of competition by manufacturers of products other than steel which may be or may be or may become competitive with steel.

Subsidiaries of the Corporation have from time to time purchased a part of their iron ore requirements, when such purchases could advantageously be made or during periods of abnormally high operations. The principal normal sources of supply of iron ore of the subsidiaries have been (1) the mines in the Great Lakes region in which the Corporation indirectly has an interest, (2) the Cornwall Ore Banks in or near Cornwall Borough, Pennsylvania, which are owned by a subsidiary consolidated and (3) foreign ores, of which the iron ore mines in Chile that are held under lease by a subsidiary consolidated have been the principal source. A subsidiary consolidated has completed a substantial part of the work of developing its iron ore properties in Venezuela. Under normal conditions it is practicable to use foreign ores in the plants of a subsidiary consolidated located at Bethlehem, Johnstown, and Steelton, Pennsylvania, and at Sparrows Point, Maryland.

During the five-year period 1938 to 1942, inclusive, subsidiaries consolidated of the Corporation obtained approximately 72% of all the iron ore used by them from other subsidiaries of the Corporation or from other corporations in which the Corporation, directly or indirectly, had a substantial stock interest. The corresponding percentage for the five-year period 1943 to 1947, inclusive, is 55%. During the years 1942 to 1945, inclusive, because of World War II and of loss through enemy action and requisitioning by the United States of the oceangoing ore vessels of a subsidiary consolidated, it was not possible for subsidiaries consolidated to obtain foreign ores in substantial quantities and the principal source of supply of iron ore during those years was the above-mentioned mines in the Great Lakes region. During such four years, subsidiaries consolidated of the Corporation obtained only approximately 53% of all the iron ore used by them from other subsidiaries of the Corporation or from other corporations in which the Corporation, directly or indirectly, had a substantial stock interest. Normal ocean transportation has been restored, and normal supplies of foreign ores are now available for the above-mentioned Eastern steel plants.

Since July 1, 1945, a subsidiary consolidated has completed and delivered for operation by another subsidiary consolidated eight oceangoing ore vessels,

each of approximately 24,000 dead-weight tons capacity, so that the carrying capacity of the ore vessels which were lost through enemy action and requisitioning, as above stated, has been fully replaced.

Coal has been purchased from time to time, when it seemed more advantageous to purchase coal than to use coal from mines owned, directly or indirectly, by the Corporation or in periods of abnormally high demand for steel or of abnormal conditions. Of the coal required by subsidiaries during the period 1938 to 1942, inclusive, approximately 76% was obtained from mines owned, directly or indirectly, by the Corporation. The corresponding percentage during the period 1943 to 1947, inclusive, is approximately 64%. In October 1948, through the acquisition of all the capital stock of J. H. Weaver Company and leases from Clearfield Bituminous Coal Corporation, the Corporation and its subsidiaries consolidated acquired, or acquired leasehold interests in, additional coal properties in Pennsylvania and West Virginia.

Of the limestone required by the steel plants of subsidiaries consolidated during the period 1938 to 1942, inclusive, approximately 59% was obtained from quarries owned indirectly by the Corporation. The corresponding percentage during the period 1943 to 1947, inclusive, is approximately 61%.

In the five and three-quarters year period ended September 30, 1948, inclusive, capital expenditures which have been made by the Corporation and its subsidiaries consolidated for acquisitions of properties and for additions and improvements to properties aggregated approximately $314,596,000, of which $48,074,000 was for emergency facilities (as that term is defined in Section 124 (e) (1) of the Internal Revenue Code). The last-mentioned amount and $74,468,000 which was expended for emergency facilities in 1940 to 1942, inclusive, were deducted from income for Federal income tax purposes in 1945 and prior years. In the same five and three-quarters year period gross property account was reduced by approximately $4,883,000 on account of depletion and by approximately $61,190,000 on account of retirements of property through sale, dismantlement, abandonment or loss, against which retirements a like amount was charged to the reserves for depreciation and for amortization of emergency facilities. In connection with such retirements $10,405,000 (representing the sales price, the proceeds of insurance and the salvage value of the property retired) was credited to the reserves for depreciation and $10,077,323 was charged to income as additional provisions for depreciation and credited to those reserves.

Among the important additions and improvements so made during such five and three-quarters year period are the following: at the Bethlehem Plant, a blast furnace and an ore bridge, a 6-story office building, additional facilities for rolling slabs and for the production

Registration No. 2-7862

* *

[End of page 11]

SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D. C. Amendment No. 2 to Form S-1, Registration Statement Under the Securities Act of 1933

THE COLORADO FUEL AND IRON CORPORATION

CONTINENTAL OIL BUILDING, DENVER, COLORADO

Arsene C. Bekaert, The Colorado Fuel and Iron Corporation, 500 Fifth Ave., New York, N. Y.

Approximate date of proposed public offering, March 29, 1949.

A Registration Statement relating to the securities referred to herein has been filed with the Securities and Exchange Commission, but has not yet become effective. Information contained herein is for informative purposes only, and is subject to correction and change without notice. Under no circumstances is it to be considered a Prospectus, or as an offer to sell, or the solicitation of an offer to buy the securities referred to herein. No offer to buy or sell any such securities should be made and no order to purchase the securities herein referred to will be accepted unless and until a registration statement under the Federal Securities Act of 1933 relating to the securities herein referred to has become effective.

PROSPECTUS

THE COLORADO FUEL AND IRON CORPORATION $12,000,000 FIRST MORTGAGE AND COLLATERAL TRUST FIFTEEN-YEAR SINKING FUND 4% BONDS

Dated April 1, 1949

Due April 1, 1964

The Corporation will make application for the listing of the Bonds on the New York Stock Exchange and their registration under the Securities Exchange Act of 1934.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE

1 Does not include $21,450 which the Corporation has agreed to pay on account of expenses of the Unterwriter named within. The Underwriting Agreement referred to herein under the heading "Underwriting" contains certain indemnification agreements between the Corporation and the Underwriter against liability under the Securities Act of 1933, as amended, in certain instances.

2 Before deducting expenses estimated at $172,850 (including the $21,450 referred to in note (1) above), payable by the Corporation in connection with the issue and sale of the Bonds. Plus accrued interest from April 1, 1949. to date of delivery.

Allen & Company

As more fully set forth herein, the above-mentioned Bonds are offered by the Underwriter named herein, subject to prior sale, when, as and if issued and accepted by it and subject to the approval of Messrs. Holtzmann, Wise, Shepard and Kelly, counel for the Underwriter; and the Underwriter reserves the right, in its discretion, to reject any orders for the purchase of such Bonds, in whole or in part. It is expected that the Bonds in temporary form will be ready for delivery on or about April 5, 1949, at the office of Allen & Company, 30 Broad Street, New York, N. Y.

The date of issue of this Prospectus is March 29, 1949.

[Page 6]

HISTORY AND BUSINESS

ORGANIZATION

The Corporation was organized under the laws of the State of Colorado to acquire, pursuant to a "Plan of Reorganization of The Colorado Fuel and Iron Company (and The Colorado Industrial Company), dated March 1, 1935", the business and properties of The Colorado Fuel and Iron Company, and of The Colorado Industrial Company, a subsidiary of The Colorado Fuel and Iron Company, and of the estates of both companies, and of Arthur Roeder as Trustee of said estates, and to hold and operate the properties and carry on the business thus acquired. The Certificate of Incorporation of the Corporation was filed in the office of the Secretary of State of the State of Colorado on April 16, 1936.

The predecessor of the Corporation, The Colorado Fuel and Iron Company, was organized under the laws of the State of Colorado on October 22, 1892. On August 1, 1933, The Colorado Fuel and Iron Company and The Colorado Industrial Company were placed in equity receivership. On August 1, 1934, The Colorado Fuel and Iron Company and The Colorado Industrial Company filed a petition for reorganization in the United States District Court for the District of Colorado, under Section 77B of the Bankruptcy Act. Pursuant to the plan of reorganization evolved, the Corporation acquired all of the property and assets of The Colorado Fuel and Iron Company, which included the Minnequa Steel Works at Pueblo, Colorado, and various iron ore and coal mines, quarries, timber lands, and certain other properties.

An Agreement of Merger between the Corporation and Wickwire Spencer Steel Company (herein sometimes referred to as "Wickwire") became effective on October 22, 1945. (The term "the Corporation" as used herein includes Wickwire wherever applicable.) The Agreement of Merger provided for certain adjustments in the capital structure of the Corporation, which was the surviving corporation in the merger. A description of these adjustments and other details concerning the merger is set forth below under the heading "Recent Developments". Wickwire, which had been in receivership and trusteeship since October 22, 1927, was, on April 30, 1937, reorganized under the provisions of Section 77B of the Bankruptcy Act, pursuant to a Plan of Reorganization dated as of August 30, 1935, as amended.

SCOPE OF BUSINESS

The principal business of the Corporation and its subsidiaries is (1) the manufacture and sale of iron, steel and certain steel products, including wire and wire products, rails and rail fastenings, structural and merchant steel, wire rope, pig iron, ingots, blooms, billets, and rods, together with coke and byproducts; and (2) the mining or quarrying of iron ore, limestone, dolomite and fluorspar, chiefly for use by the Minnequa Steel Works of the Corporation, and the mining of coal both for use by the Minnequa Works and for sale. The Corporation intends to continue to be engaged in these businesses.

The production operations of the Corporation and its subsidiaries are organized in two main geographical groupings of plants, a western grouping comprising the Colorado Division and The California Wire Cloth Corporation, a whollyowned subsidiary, and an eastern grouping comprising the Wickwire Spencer Steel Division and American Wire Fabrics Corporation, a wholly-owned subsidiary. Western Operations

The principal plant of the Corporation's western operations, and the largest plant of the Corporation, is the Minnequa Steel Works located at Pueblo, Colorado. Substantially all of the other western operating units of the Corporation serve to supply or transport raw materials to the Minnequa Steel Works or to utilize or market the products of the Works.

The Minnequa Steel Works is a fully integrated steel plant and, at the present time, is the only producer of railroad rails west of the Mississippi River and one of the two largest manufacturers of wire and wire products in the western United States.

Iron ore, coking coal, limestone, fluorspar and dolomite, which are the principal raw materials used in the production of iron and steel, are all supplied to the Minnequa Steel Works from mines and quarries owned or leased by the Corporation in Colorado, Wyoming and Utah, except that the supply of coking coal is supplemented by purchases from mines located principally in New Mexico, Arkansas and Oklahoma. It is estimated that the Corporation has available proven reserves of iron ore, coal and dolomite, sufficient to supply the Minnequa Steel Works for a period of twenty or more years at the rate of use prevailing at the Works in 1948. The Corporation also has available reserves of fluorspar and of limestone sufficient to supply the Minnequa Steel Works for a period of approximately 10 years at the rate of use prevailing at the Works in 1948, and the Corporation is presently engaged in efforts to further increase these reserves.

Transportation from the principal mines to the Minnequa Steel Works is provided by various railroads and by the wholly-owned subsidiary of the Corporation, The Colorado & Wyoming Railway Company, which serves coking coal properties in southern Colorado and iron ore properties in Wyoming. The Colorado & Wyoming Railway Company transports raw materials and products in and out of the Minnequa Works and also serves other shippers.

The Minnequa Steel Works purchased during 1948 approximately 300,000 net tons of scrap, based on an open hearth charge of 50% scrap and 50% pig iron. Annual purchases when the Works is operating at capacity range between 200,000 and 300,000 net tons, depending upon variations in the pig iron charge. These scrap requirements are usually available at comparatively favorable prices because of the Works' location at the center of an area in which no other steel plants ar located. The cost of scrap is also favorably affected by the operation of a scrap preparation department of the Works.