8-K

                                  UNITED STATES

                       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): March 7, 2002 (March 6, 2002)




                           NATIONAL STEEL CORPORATION

             (Exact name of registrant as specified in its charter)



                                    Delaware

                 (State or other jurisdiction of 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:      574-273-7000



ITEM 3. BANKRUPTCY OR RECEIVERSHIP

On March 6, 2002, the Registrant, National Steel Corporation ("National") and
forty-one of its domestic subsidiaries, filed a voluntary petition for relief
under Chapter 11 of Title 11 of the United States Code in the United States
Bankruptcy Court for the Northern District of Illinois, Eastern Division (the
"Court"). The case was assigned to Judge John H. Squires of the Court for
initial proceedings ((case numbers: 02-08697 through 02-08738) collectively, the
"Chapter 11 Case").

National continues to maintain its assets, operate its businesses and manage its
affairs as a debtor-in-possession pursuant to the Chapter 11 Case and the
jurisdiction of the Court.

On March 6, 2002, the Registrant issued a press release relating to the
foregoing. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 99.1   Press release dated March 6, 2002.

                                    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:  March 7, 2002                 By:  /s/ Kirk A. Sobecki
                                        ----------------------------------------
                                          Kirk A. Sobecki
                                          Senior Vice President and
                                          Chief Financial Officer

EX-99.1

                                                                    Exhibit 99.1

                                                        [Logo of National Steel]
- --------------------------------------------------------------------------------
                                                      National Steel Corporation
                                                       4100 Edison Lakes Parkway
                                                        Mishawaka, IN 46545-3440


FOR IMMEDIATE RELEASE
- ---------------------
                                                       Contact: Anita-Marie Hill
                                                                      Terry Fahn
                                                                  (574) 273-7704
                                                                  (310) 788-2850



      National Steel Files Chapter 11 to Facilitate Financial Restructuring

     .    Agreement in Principle for $450 Million in DIP Financing

     .    Operations to Continue as Usual without Interruption

     Mishawaka, Indiana - March 6, 2002 - To facilitate a restructuring of its
operations and balance sheet and ensure sufficient liquidity to continue to grow
its business, National Steel Corporation (NYSE:NS) announced today that it has
filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy
Code. The Company also announced that it has reached an agreement in principle
for up to $450 million in debtor-in-possession (DIP) financing with the existing
senior secured bank group subject to court approval which, combined with other
actions, the Company believes will provide sufficient liquidity to fund
post-petition operating expenses. The Chapter 11 filing will also provide
National Steel with the necessary time to stabilize the Company's finances and
to develop a plan of reorganization to return the Company to sustained
profitability.

     National Steel's Chairman and Chief Executive Officer Hisashi Tanaka
emphasized that the Chapter 11 process will have no impact on the Company's
abilities to fulfill its obligations to its customers. "Daily operations of our
facilities will continue as usual, and our employees will continue to be paid
and receive benefits without interruption," Mr. Tanaka said.

     He added, "During the restructuring period and beyond, we are committed to
providing the high-quality products and services that our customers have come to
expect and do not anticipate missing any deliveries to our customers as a result
of these actions. Going forward, we will continue to meet the needs of our
existing customers and expect to obtain new business.

     "Our vendors will be paid for all goods and services provided after the
filing date. With our DIP financing and the protections provided under the
Bankruptcy Code for post-petition purchases, we are confident our suppliers will
continue to support us while we complete our restructuring."






     Mr. Tanaka said that the continued depressed selling prices realized by the
Company on many of its products during the last two years, coupled with the weak
overall United States economy and the record levels of steel imports, have
negatively impacted the Company's operating results.

     "While our core business is operationally sound, historically low steel
prices and a weak economy have impeded the Company's ability to service its debt
and make investments in the business necessary for continued growth. Our
employees have been diligent in reducing costs during these difficult times. In
2001 alone we reduced our costs by approximately $150 million compared to the
prior year, our manpower reductions totaled about 1,000, and inventory
reductions exceeded $130 million. These are not new actions. We have a
continuous improvement philosophy with regard to our cost structure. However, I
am very disappointed that all of these efforts have not been enough to overcome
the injury to us and the steel industry caused by the lingering effects of the
record levels of unfairly traded steel imports and the downturn in the economy
that have depressed steel prices," Mr. Tanaka said.

     National Steel is the latest of more than 28 American steel companies to
seek bankruptcy protection since late 1997, as the U.S. industry fights to
survive what it terms an onslaught of inexpensive imported steel. During the
Chapter 11 process, National Steel expects to continue to discuss a potential
merger agreement with U.S. Steel, as well as to look at other alternatives that
may be available through the restructuring process.

     National Steel and its wholly-owned subsidiaries voluntarily filed
petitions for reorganization under Chapter 11 in the United States Bankruptcy
Court for the Northern District of Illinois.

About National Steel:

     Headquartered in Mishawaka, Indiana, National Steel Corporation is one of
the nation's largest producers of carbon flat-rolled steel products, with annual
shipments of approximately six million tons. National Steel employs
approximately 8,400 employees. For more information about the company, its
products and its facilities, please visit the National Steel's web site at
www.nationalsteel.com.

Safe harbor:

All statements contained in this release, other than historical information, are
forward-looking statements. A variety of factors, including factors affecting
the steel industry generally, 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 certain of these factors is available in the Company's
Form 10-K for the year ended December 31, 2000 and its Form 10-Q for the quarter
ended September 30, 2001.