Exhibit 2.2

                               FIRST AMENDMENT TO
                            ASSET PURCHASE AGREEMENT

      THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT, dated as of May 20, 2003
(this "Amendment"), is entered into by and between United States Steel
Corporation, a Delaware corporation ("ÁñÁ«ÊÓƵ" or "Buyer"), and National Steel
Corporation, a Delaware corporation ("NSC" or the "Company"). Capitalized terms
used but not otherwise defined herein shall have the meanings set forth in the
Purchase Agreement (as defined below).

      WHEREAS, Buyer, the Company and certain of the Company's subsidiaries
(collectively with the Company, "Sellers" and each a "Seller") are parties to
that certain Asset Purchase Agreement, dated as of April 21, 2003 (the "Purchase
Agreement") pursuant to which Buyer has agreed to purchase the assets and assume
the liabilities relating to the Business (as defined in the Purchase Agreement)
as are specified in the Purchase Agreement, all in the manner and subject to the
terms and conditions set forth in the Purchase Agreement and pursuant to, inter
alia, Sections 363 and 365 of the Bankruptcy Code; and

      WHEREAS, pursuant to Section 11.6 of the Purchase Agreement, Buyer and the
Company desire to amend the Purchase Agreement as set forth herein.

      NOW, THEREFORE, in consideration of the premises, and the representations,
warranties, covenants and agreements contained in the Purchase Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:

1.    Amendment of Section 3.3. Section 3.3 of the Purchase Agreement is hereby
      amended and restated in its entirety to read as follows:

      "3.3 Purchase Price. In consideration of the Acquired Assets, and subject
      to the terms and conditions of this Agreement, Buyer shall assume the
      Assumed Liabilities as provided in Section 2.3 and at the Closing shall
      pay to Sellers an aggregate purchase price (the "Purchase Price") of
      $1,051.36 million comprised of: (a) the Deposit Escrow, which shall be
      transferred directly to Sellers by the Escrow Agent; (b) subject to
      Section 3.4(a) and Section 3.4(b), $844.86 million in immediately
      available funds, by wire transfer to an account or accounts designated by
      Sellers (together with the Deposit Escrow, the "Cash Consideration"); and
      (c) $200 million by assumption of the Assumed Liabilities. Each Seller
      shall receive that portion of the Cash Consideration set forth opposite
      such Seller's name on Schedule 3.3 hereof."

2.    Amendment of Schedule 2.1(c). Schedule 2.1(c) to the Purchase Agreement is
      hereby amended and restated in its entirety to read as set forth on
      Exhibit A attached hereto.


                                        1
3.    Environmental Matters.

            (a) With respect to property located in Granite City, Illinois, it
      is agreed that on and after the Closing Date, ÁñÁ«ÊÓƵ shall accept (i)
      landfill leachate from NSC's Section III Landfill (as defined on Exhibit B
      attached hereto) and Section IV Landfill (as defined on Exhibit C attached
      hereto) and (ii) stormwater from NSC-retained property located east of the
      property acquired by ÁñÁ«ÊÓƵ into the Wastewater Treatment System acquired by
      ÁñÁ«ÊÓƵ. It is further agreed with respect to the Granite City, Illinois
      property that ÁñÁ«ÊÓƵ will promptly reimburse NSC for (i) one-hundred percent
      (100%) of the first $1.78 million in costs associated with the closure of
      the Section IV Landfill; (ii) fifty percent (50%) of the next $1.02
      million in costs associated with the closure of the Section IV Landfill
      and (iii) fifty percent (50%) of the costs associated with all
      post-closure care obligations, including without limitation, any remedial
      and/or investigatory actions that may be required for the Section IV
      Landfill. ÁñÁ«ÊÓƵ and NSC shall mutually agree on all plans relating to such
      closure and remediation and shall cooperate in good faith in developing
      and implementing such plans, in each case in accordance with applicable
      law.

            (b) With respect to the Midwest facility, ÁñÁ«ÊÓƵ and NSC will cooperate
      in working with the State of Indiana to have the existing hazardous waste
      permit covering the Greenbelt I and Greenbelt II hazardous waste landfills
      reissued as two separate permits to reflect the retention of Greenbelt I
      by NSC and the ownership of Greenbelt II by ÁñÁ«ÊÓƵ. Specifically, NSC and ÁñÁ«ÊÓƵ
      will take the following actions: (i) NSC and ÁñÁ«ÊÓƵ will send a joint letter
      to the Indiana Department of Environmental Management ("IDEM") requesting
      the transfer of the State of Indiana Hazardous Waste Management Permit No.
      IND016584641 to ÁñÁ«ÊÓƵ and issuance of a new EPA I.D. number for ÁñÁ«ÊÓƵ; (ii)
      NSC and ÁñÁ«ÊÓƵ will each send a letter to IDEM notifying the agency of
      anticipated noncompliance with permitting rules because of the time
      required to approve the permit transfer, anticipating that IDEM will
      exercise discretion and not enforce pertinent permitting rules during this
      period; (iii) ÁñÁ«ÊÓƵ will file a Class I Permit Modification with IDEM to
      transfer the Permit and to request authority to operate the Greenbelt II
      Landfill; (iv) NSC will file a Post-Closure Permit application covering
      the Greenbelt I Landfill and the PreCoat SWMU; and (v) ÁñÁ«ÊÓƵ will file a
      Class III Permit Modification to remove the Greenbelt I Landfill and the
      PreCoat SWMU from the Permit. Pending the issuance of a hazardous waste
      permit for Greenbelt II to ÁñÁ«ÊÓƵ, it is agreed that on and after the Closing
      Date, ÁñÁ«ÊÓƵ shall be responsible for any and all liabilities associated with
      the ownership and operation of the Greenbelt II Landfill.

            (c) With respect to the PreCoat Solid Waste Management Unit ("SWMU")
      property at the Midwest facility, it is agreed that, if required under a
      State or federal sampling, monitoring, and/or investigation plan, ÁñÁ«ÊÓƵ will
      grant NSC, its successors and assigns, access to ÁñÁ«ÊÓƵ's portion of the
      PreCoat SMWU property for required sampling and monitoring pursuant to a
      mutually acceptable easement.

            (d) With respect to any permits applicable to Greenbelt II Landfill
      at Midwest, NPDES Permit No. IN0000337 at Midwest and Permit No.
      IN-127-1W-006 at Midwest only, which have not been transferred as of the
      Closing Date, ÁñÁ«ÊÓƵ agrees


                                       2

      to be responsible for any and all liabilities that arise after Closing
      under such permits resulting from the ownership and operation of the
      former NSC facilities by ÁñÁ«ÊÓƵ.

4.    Rejection of Certain Agreements. Sellers shall reject (i) that certain
      Participation Agreement, dated as of September 1, 1987, between National
      Acquisition Corporation, Grant Holdings, Inc., The Connecticut National
      Bank, The Fuji Bank and Trust Company, Mitsubishi International
      Corporation, Marubeni America Corporation, the Company, Mitsubishi
      Corporation, Marubeni Corporation and The Connecticut Bank and Trust
      Company, National Association, as amended by Amendment No. 1 thereto,
      dated as of November 18, 1987 and (ii) that certain Tax Indemnification
      Agreement, dated as of September 1, 1987, between National Acquisition
      Corporation and Grant Holdings, Inc., as amended by Amendment No. 1
      thereto, dated as of November 18, 1987, and Buyer shall indemnify Sellers
      for any and all claims arising from the rejection of such agreements and
      from any other claims arising thereunder.

5.    Miscellaneous.

            (a) Counterparts. This Amendment may be executed in two or more
      counterparts, each of which shall be deemed an original, and all of which
      together shall constitute one and the same instrument. Counterparts to
      this Amendment may be delivered via facsimile. In proving this Amendment,
      it shall not be necessary to produce or account for more than one such
      counterpart signed by the party against whom enforcement is sought.

            (b) No Further Effect. Except as expressly set forth herein, this
      Amendment shall not, by implication or otherwise, alter, modify, amend or
      in any way affect any of the terms, conditions, obligations or agreements
      contained in the Purchase Agreement and the Purchase Agreement shall
      remain in full force and effect in accordance with its terms.

            (c) References. Each reference in the Purchase Agreement to "this
      Agreement," "herein," "hereof" and words of like import and each reference
      to the "Purchase Agreement" in each other agreement, including, without
      limitation, each agreement attached as an exhibit to the Purchase
      Agreement, entered into between Buyer and Sellers in connection with the
      Transaction shall mean the Purchase Agreement as amended hereby. Each
      reference in the Purchase Agreement to a Schedule to the Purchase
      Agreement shall mean the Schedules to the Purchase Agreement as amended
      hereby. Each reference to the "Agreement" in any Schedule to the Purchase
      Agreement and in the Disclosure Schedule shall mean the Purchase Agreement
      as amended hereby.

            (d) Choice of Law. This Amendment shall be construed and
      interpreted, and the rights of the parties shall be determined, in
      accordance with the substantive laws of the State of Delaware, without
      giving effect to any provision thereof that would require the application
      of the substantive laws of any other jurisdiction, except to the extent
      that such laws are superseded by the Bankruptcy Code.

                  [Remainder of Page Intentionally Left Blank]


                                       3
      IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by
the duly authorized officers of Buyer and the Company as of the date first above
written.

                                    UNITED STATES STEEL CORPORATION

                                    By:     /s/ Dan D. Sandman
                                        ----------------------------------------
                                    Name:   Dan D. Sandman
                                    Title:  Vice Chairman, Chief Legal &
                                            Administrative Officer, General
                                            Counsel and Secretary


                                    NATIONAL STEEL CORPORATION

                                    By:     /s/ Kirk A. Sobecki
                                        ----------------------------------------
                                    Name:   Kirk A. Sobecki
                                    Title:  Senior Vice President & Chief
                                            Financial Officer


          SIGNATURE PAGE TO FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT