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    MARTIN
    LIPTON
    STEPHEN
    R. DiPRIMA
    51
    WEST 52ND STREET
    KARESSA
    L. CAIN
    JACOB
    A. KLING

    HERBERT
    M. WACHTELL
    NICHOLAS
    G. DEMMO
    NEW
    YORK, N.Y. 10019-6150
    RONALD
    C. CHEN
    RAAJ
    S. NARAYAN

    EDWARD
    D. HERLIHY
    IGOR
    KIRMAN

    BRADLEY
    R. WILSON
    VIKTOR
    SAPEZHNIKOV

    DANIEL
    A. NEFF
    JONATHAN
    M. MOSES
    TELEPHONE:
    (212) 403-1000
    GRAHAM
    W. MELI
    MICHAEL
    J. SCHOBEL

    STEVEN
    A. ROSENBLUM
    T.
    EIKO STANGE
    FACSIMILE:
    (212) 403-2000
    GREGORY
    E. PESSIN
    ELINA
    TETELBAUM

    SCOTT
    K. CHARLES
    WILLIAM
    SAVITT
    ___________
    CARRIE
    M. REILLY
    ERICA
    E. AHO

    JODI
    J. SCHWARTZ
    GREGORY
    E. OSTLING

    MARK
    F. VEBLEN
    LAUREN
    M. KOFKE

    ADAM
    O. EMMERICH
    DAVID
    B. ANDERS
    GEORGE
    A. KATZ (1965 –1989)
    SARAH
    K. EDDY
    ZACHARY
    S. PODOLSKY

    RALPH
    M. LEVENE
    ADAM
    J. SHAPIRO
    JAMES
    H. FOGELSON (1967 –1991)
    VICTOR
    GOLDFELD
    RACHEL
    B. REISBERG

    ROBIN
    PANOVKA
    NELSON
    O. FITTS
    LEONARD
    M. ROSEN (1965–2014)
    RANDALL
    W. JACKSON
    MARK
    A. STAGLIANO

    DAVID
    A. KATZ
    JOSHUA
    M. HOLMES
    ___________
    BRANDON
    C. PRICE
    CYNTHIA
    FERNANDEZ LUMERMANN

    ILENE
    KNABLE GOTTS
    DAVID
    E. SHAPIRO
    OF
    COUNSEL
    KEVIN
    S. SCHWARTZ
    CHRISTINA
    C. MA

    ANDREW
    J. NUSSBAUM
    DAMIAN
    G. DIDDEN

    MICHAEL
    S. BENN
    NOAH
    B. YAVITZ

    RACHELLE
    SILVERBERG
    IAN
    BOCZKO
    ANDREW
    R. BROWNSTEIN
    ERIC
    S. ROBINSON
    ALISON
    Z. PREISS
    BENJAMIN
    S. ARFA

    STEVEN
    A. COHEN
    MATTHEW
    M. GUEST
    WAYNE
    M. CARLIN
    ERIC
    M. ROSOF
    TIJANA
    J. DVORNIC
    NATHANIEL
    D. CULLERTON

    DEBORAH
    L. PAUL
    DAVID
    E. KAHAN
    BEN
    M. GERMANA
    JOHN
    F. SAVARESE
    JENNA
    E. LEVINE
    ERIC
    M. FEINSTEIN

    DAVID
    C. KARP
    DAVID
    K. LAM
    SELWYN
    B. GOLDBERG
    MICHAEL
    J. SEGAL
    RYAN
    A. McLEOD
    ADAM
    L. GOODMAN

    RICHARD
    K. KIM
    BENJAMIN
    M. ROTH
    PETER
    C. HEIN
    WON
    S. SHIN
    ANITHA
    REDDY
    STEVEN
    R. GREEN

    JOSHUA
    R. CAMMAKER
    JOSHUA
    A. FELTMAN
    JB
    KELLY
    DAVID
    M. SILK
    JOHN
    L. ROBINSON
    MENG
    LU

    MARK
    GORDON
    ELAINE
    P. GOLIN
    JOSEPH
    D. LARSON
    ELLIOTT
    V. STEIN
    STEVEN
    WINTER

    JEANNEMARIE
    O’BRIEN
    EMIL
    A. KLEINHAUS
    RICHARD
    G. MASON
    LEO
    E. STRINE, JR.*
    EMILY
    D. JOHNSON

    PHILIP
    MINDLIN
    PAUL
    VIZCARRONDO, JR.

    THEODORE
    N. MIRVIS
    JEFFREY
    M. WINTNER

    DAVID
    S. NEILL
    AMY
    R. WOLF

    TREVOR
    S. NORWITZ
    MARC
    WOLINSKY

    *
    ADMITTED IN DELAWARE

    ___________

    COUNSEL

    DAVID
    M. ADLERSTEIN
    ANGELA
    K. HERRING

    SUMITA
    AHUJA
    MICHAEL
    W. HOLT

    HEATHER
    D. CASTEEL
    DONGHWA
    KIM

    FRANCO
    CASTELLI
    MARK
    A. KOENIG

    ANDREW
    J.H. CHEUNG
    J.
    AUSTIN LYONS

    PAMELA
    EHRENKRANZ
    ALICIA
    C. McCARTHY

    ALINE
    R. FLODR
    JUSTIN
    R. ORR

    KATHRYN
    GETTLES-ATWA
    NEIL
    M. SNYDER

    LEDINA
    GOCAJ
    JEFFREY
    A. WATIKER

    ADAM
    M. GOGOLAK

March 18, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

100 F Street, N.E.

Washington, D.C. 20549

Attention: Perry Hindin

 Re: United States Steel Corporation

  Preliminary Proxy Statement on Schedule 14A filed March 7, 2025

  File
No. 001-16811

Mr. Hindin:

We hereby submit the response
of United States Steel Corporation (“U. S. Steel,” or the “Company”) to the comment of the staff
(the “Staff”) of the Securities and Exchange Commission set forth in the Staff’s letter, dated March 14, 2025
(the “Comment Letter”), providing the Staff’s comments with respect to the Company’s Preliminary Proxy
Statement on Schedule 14A filed on March 7, 2025 (the “Preliminary Proxy”). For the convenience of the Staff, the Staff’s
comment is set forth below in bold text, and is followed by the Company’s response. Unless the context indicates otherwise, references
in this letter to “we,” “us” and “our” refer to the Company.

U.S. Securities and Exchange
Commission

March 18, 2025

Page 2

Capitalized terms used but
not otherwise defined herein shall have the meanings assigned to such terms in the Preliminary Proxy.

Preliminary Proxy Statement on Schedule 14A filed March 7, 2025

 1. Disclosure throughout the proxy statement references the “pending merger with Nippon Steel”
or similar language suggesting that such merger may still occur. It is our understanding that:

 · a closing condition to the Merger Agreement includes clearance of the Merger by the Committee on Foreign
Investment in the United States (“CFIUS”);

 · on December 23, 2024, CFIUS notified President Biden by letter that it was unable to reach a conclusive
determination as to whether Nippon Steel should be permitted to acquire the Company, referring the final decision to President Biden;

 · on January 3, 2025, President Biden issued an executive order blocking the transaction, citing national
security concerns and the importance of preserving the domestic steel industry, and requiring the parties to abandon the Merger Agreement
within 30 days; and

 · the current administration has made public statements suggesting that it does not support a control
acquisition of the Company by Nippon Steel.

With a view towards
enhanced disclosure and so that shareholders may have sufficient information in order to make a fully informed voting decision on the
election of directors, the approval of compensation paid to certain executive officers, and the approval of the 2016 incentive compensation
plan, please advise what consideration the Company has given to including disclosure regarding the current status of the Merger and the
merger litigation, the likelihood the Merger will be consummated in light of President Biden’s executive order, and the Company’s
rationale for pursuing such litigation rather than terminating the merger agreement and collecting a $565 million termination fee from
Nippon Steel.

Response:
In response to the Staff’s comment, the Company proposes to add to the proxy statement the additional language below (subject
to any updates for developments prior to such filing) relating to the current status of the Nippon Steel transaction and the related
litigation and the Board’s considerations. The Company believes that this approach strikes the
right balance between ensuring that the Company’s stockholders are aware of the current status of the pending transaction with
Nippon Steel and the Board’s considerations, including the substantial ongoing public disclosures made by the Company and the
potential for further developments after the date of the proxy statement, without giving undue focus to a topic that is not a matter being brought before the Company’s stockholders
at the Company’s annual meeting.

*
*          *

    2

U.S. Securities and
Exchange Commission

March 18, 2025

Page 3

Pending Transaction
with Nippon Steel

As previously
disclosed, in 2023, following interest received from multiple parties, the Board initiated and oversaw an extensive strategic
alternatives review process to maximize shareholder value. This resulted in the Company’s entry into an Agreement and Plan of
Merger (the “Merger Agreement”), dated December 18, 2023, with Nippon Steel North America, Inc.  Pursuant to the
Merger Agreement, Nippon Steel North America will acquire the Company (the “Merger”) in exchange for consideration of
$55 in cash per share of Company common stock, representing a 142% premium to the unaffected share price as of August 11, 2023. The closing of the Merger is subject to certain closing conditions. These closing conditions include clearance by the Committee on
Foreign Investment in the United States (“CFIUS”) under the Defense Production Act of 1950, as amended.  On January
3, 2025, the then-President of the United States issued an order prohibiting the Merger (the “Order”).

On January 6,
2025, the Company and Nippon Steel announced that they had jointly filed a lawsuit in the United States Court of Appeals for the
District of Columbia Circuit challenging (a) the violation by the President of the United States and CFIUS of the constitutional due
process and statutory rights of the Company, Nippon Steel and Nippon Steel North America, (b) CFIUS’s failure to review the
Merger on national security grounds and (c) the President of the United States’ subsequent order blocking the Merger (the
“CFIUS Litigation”).

Section 2(b) of the
Order required the Company and Nippon Steel to abandon the Merger Agreement within thirty days. On January 10, 2025, CFIUS granted an
extension of that deadline to June 18, 2025.

On March 14, 2025,
the U.S. Department of Justice filed a motion to extend the briefing deadlines in the CFIUS Litigation by 21 days and reschedule the
oral argument from April 24, 2025 to the week of May 12, 2025 to allow the government to complete its ongoing discussions with the parties
regarding the Merger, with the goal of eliminating the need for resolution of the CFIUS Litigation on the merits. The Company and Nippon
Steel consented to the motion, which remains subject to court approval.

The Board has
continued to oversee the path to completion of the Merger since the signing of the Merger Agreement, the adoption of which was
supported by more than 98% of the shares voted at the Company’s special meeting held to consider adoption of the Merger
Agreement. The Board oversight has included multiple meetings and deliberations over many months with members of management, as well
as the Company’s outside advisors and other experts relating to various aspects of consummating the Merger. Prior to and following
issuance of the Order, the Board reviewed and considered the Company’s options with respect to the
Merger and Merger Agreement. The Board determined that the CFIUS Litigation was and continues to be meritorious and appropriate to
pursue as a critical part of its strategy to obtain satisfaction of the closing conditions necessary to consummate the Merger, which
it believes is in the best interests of the Company’s stockholders.

    3

U.S. Securities and
Exchange Commission

March 18, 2025

Page 4

The Merger, the
Merger Agreement, the issuance of the Order, the subsequent filing of the CFIUS Litigation by the Company and Nippon Steel, the
extension of the deadline in the Order and the motion to extend the briefing deadlines in the CFIUS Litigation are described further
in the Company’s SEC filings.  The Company will continue to make disclosures of any material subsequent developments with
respect to these matters in the Company’s SEC filings, via press release, or through such other methods as the Company deems
appropriate.  There can be no assurance that the Merger will be completed, or that the Company and Nippon Steel’s efforts
in the CFIUS Litigation will be successful.

*                  *                  *

Should you have any questions
regarding the foregoing, or wish to discuss this matter, please do not hesitate to contact any of us. Josh Cammaker can be reached at
(212) 403-1331 or JRCammaker@wlrk.com, Jenna Levine can be reached at (212) 403-1172 or JELevine@wlrk.com and Elina Tetelbaum can be reached
at (212) 403-1061 or ETetelbaum@wlrk.com.

    Very truly yours,

    /s/
    Joshua R. Cammaker
    /s/ Jenna E. Levine
    /s/ Elina Tetelbaum

    Joshua
    R. Cammaker
    Jenna E. Levine
    Lina Tetelbaum

    cc:
    Duane D. Holloway, United States Steel Corporation

    Megan Bombick, United States Steel Corporation

    Robert F. Kennedy, Milbank LLP

    Iliana Ongun, Milbank LLP

    4