8-K

 
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549



                                  FORM  8 - K


                                CURRENT REPORT



    PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



     Date of Report (Date of earliest event reported):  December 19, 1997



                         NATIONAL  STEEL  CORPORATION
                                        
            (Exact name of registrant as specified in its charter)



                                   Delaware
                  (State or other jurisdiction incorporation)



                 1-983                                    25-0687210
        (Commission File Number)               (IRS Employer Identification No.)


4100 Edison Lakes Parkway,  Mishawaka, IN                 46545-3440
 (Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code:       219-273-7000

 
ITEM 5.  OTHER EVENTS

National Steel Corporation issued a press release on December 19, 1997
announcing that its Board of Directors has authorized the redemption of all
outstanding shares of its Series A Preferred Stock. A copy of this press release
is attached hereto as Exhibit 99.1.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 99.1  Press release dated December 19, 1997.


                                   SIGNATURE


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.



                                      NATIONAL STEEL CORPORATION

Date:  December 22, 1997              By: /s/ John A. Maczuzak
                                          -------------------------------------
                                          John A. Maczuzak
                                          President and Chief Operating Officer

EX-99.1

                                                                    Exhibit 99.1
 
News Release
- ------------


                Media Contact:  Leon L. Judd
                                (219) 273-7631

     Analyst/Investor Contact:  Joseph A. Rainis
                                (219) 273-7158


             NATIONAL STEEL BOARD APPROVES REDEMPTION OF SERIES A
                                PREFERRED STOCK
                                        
Mishawaka, IN, December 19, 1997--National Steel Corporation (NYSE: NS) today
announced that its Board of Directors has authorized the redemption of all
outstanding shares of its Series A Preferred Stock. This stock is held entirely
by NKK U.S.A. Corporation, the majority stockholder of National Steel and is
currently valued at $36.7 million.  The Company expects to complete the
redemption before year-end.

The Series A Preferred Stock is non-voting and was issued in 1990 as part of the
Recapitalization of National Steel and carries no mandatory redemption date.
The stock carries an 11% dividend rate with an annual payment obligation of
approximately $4 million.  The on-going annual impact of the redemption will be
to increase earnings by approximately $0.06 per common share.  The redemption
will also simplify National Steel's capital structure and balance sheet.

In November, the Company announced the redemption of all of its Series B
Preferred Stock, all of which was held by Avatex Corporation.  After redemption
of the Series A Preferred Stock, the Company will no longer have any preferred
stock outstanding.  Dividend payments on the Series A and Series B Preferred
Stock had previously aggregated approximately $11 million annually.

                                     -more-

 
All statements contained in this release, other than historical information, are
forward-looking statements.  A variety of factors could cause business
conditions and the Company's actual results and experience to differ materially
from those expected by the Company or expressed in the Company's forward-looking
statements.  Additional information concerning these factors is available in the
Company's most recent Annual Report and Form 10-K for the year ended December
31, 1996.

Headquartered in Mishawaka, Indiana, National Steel is the nation's fourth
largest integrated steel company, with annual shipments of approximately six
million tons of flat rolled products.  National employs approximately 9,500
people.  Visit National Steel's website at: www.nationalsteel.com.