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                             February 16, 2024

       Duane Holloway
       General Counsel
       United States Steel Corporation
       600 Grant Street
       Pittsburgh, PA 15219

                                                        Re: United States Steel
Corporation
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed January 24,
2024
                                                            File No. 001-16811

       Dear Duane Holloway:

                                                        We have reviewed your
filing and have the following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A

       Background of the Merger, page 32

   1.                                                   Please revise your
disclosure to provide more detail regarding the parties in
                                                        attendance at, and the
topics discussed during, each meeting with NSC, Company A,
                                                        Consortium B, Company C
and Company D. Additionally, please revise, as applicable, to
                                                        discuss the relevant
positions of each party at each meeting and how these discussions
                                                        influenced your
understanding of each offer. As one example only, expand your
                                                        discussion of the
December 8 meeting with Company D to disclose in greater detail the
                                                        potential transaction
synergies discussed, including quantitative disclosure as applicable.
   2.                                                   We note your disclosure
that the "Company D Final Proposal also indicated its estimate of
                                                        $6.50 per share of USS
common stock in potential synergy value for USS stockholders."
                                                        Please revise to
discuss the conclusions the board made with respect to the potential
                                                        synergies with Company
D, quantifying where applicable, and how the board
                                                        ultimately decided
NSC's offer was superior to Company D's offer.
 Duane Holloway
FirstName  LastNameDuane    Holloway
United States Steel Corporation
Comapany16,
February   NameUnited
             2024       States Steel Corporation
February
Page 2 16, 2024 Page 2
FirstName LastName
3.       With respect to Milbank's opinion that the parties to the potential
transaction with
         Company D would need to divest assets generating up to $7 billion or
more in revenues of
         the combined company, please provide greater disclosure regarding how
the USS board
         considered this amount in its deliberations. Additionally, expand your
discussion to
         disclose any meetings with Company D related to antitrust matters.
4.       We note that on December 16 and 17, 2023, representatives of Milbank
and Wachtell
         continued to negotiate merger agreements with legal counsel for NSC
and legal counsel
         for Company D. We further note that shortly after the December 17
discussion with NSC
         regarding CFIUS clearance, USS held a special meeting of its Board to
discuss the NSC
         proposal. Please clarify whether the Board held similar discussions
with respect to the
         Company D proposal after December 16.
5.       We note the disclosure of your December 2023 Projections. Please
revise this section to
         further discuss the material assumptions underlying the projections
and the limitations of
         those projections, including, as applicable, assumptions with respect
to general business,
         economic, regulatory, market and financial conditions and other
factors. Please revise to
         describe such assumptions with specificity and quantify where
practicable.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Evan Ewing at 202-551-5920 or Anne Parker at 202-551-3611
with any
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Manufacturing