UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )
United
States Steel Corporation
--------------------------------------------------------------------------------
(Name
of Issuer)
Common
Stock
--------------------------------------------------------------------------------
(Title
of Class of Securities)
912909108
--------------------------------------------------------------------------------
(CUSIP
Number)
September
21, 2007
--------------------------------------------------------------------------------
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the
rule pursuant to which this
Schedule
is filed:
[_] Rule
13d-1(b)
[x] Rule
13d-1(c)
[_] Rule
13d-1(d)
----------
|
*
|
The remainder of
this cover page shall be
filled out for a reporting
person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover
page.
|
The information required
in the remainder of this cover page shall not be deemed to be
"filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of
the Act but shall be subject to all
other provisions of the Act (however, see the
Notes).
CUSIP
No. 912909108
---------------------
1. NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger
Capital Partners Master Fund I, Ltd.
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
6,750,000
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
6,750,000
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,750,000
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
[_]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
12. TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
________________________________________________________________________________
CUSIP
No. 912909108
---------------------
1. NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger
Capital Partners Offshore Manager, L.L.C.
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
6,750,000
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
6,750,000
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,750,000
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
[_]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
12. TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP
No. 912909108
---------------------
1. NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC
Investors, L.L.C.
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
6,750,000
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
6,750,000
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,750,000
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
[_]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
12. TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP
No. 912909108
---------------------
1. NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert
Management Corporation
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Alabama
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
6,750,000
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
6,750,000
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,750,000
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
[_]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
12. TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP
No. 912909108
---------------------
1. NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip
Falcone
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A.
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
6,750,000
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
6,750,000
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,750,000
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
[_]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
12. TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP
No. 912909108
---------------------
1. NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raymond
J. Harbert
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A.
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
6,750,000
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
6,750,000
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,750,000
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
[_]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
12. TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP
No. 912909108
---------------------
1. NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael
D. Luce
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A.
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
6,750,000
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
6,750,000
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,750,000
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
[_]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
12. TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP
No. 912909108
---------------------
Item
1(a). Name of Issuer:
United
States Steel Corporation
____________________________________________________________________
(b). Address
of Issuer's Principal Executive Offices:
600
Grant Street
Pittsburgh,
Pennsylvania 15219
____________________________________________________________________
Item
2(a). Name, Principal Business Address, and Citizenship of Persons
Filing:
Harbinger
Capital Partners Master Fund
I, Ltd. – Cayman Islands
c/o
International Fund Services (Ireland) Limited
Third
Floor, Bishop’s Square
Redmond’s
Hill
Dublin
2, Ireland
Philip
Falcone – U.S.A.
555
Madison Avenue
16th
Floor
New
York, New York 10022
United
States of America
Harbinger
Capital Partners Offshore Manager, L.L.C. – Delaware
HMC
Investors, L.L.C. – Delaware
Harbert
Management Corporation - Alabama
Raymond
J. Harbert – U.S.A.
Michael
D. Luce – U.S.A.
One
Riverchase Parkway South
Birmingham,
Alabama 35244
United
States of America
____________________________________________________________________
(d). Title
of Class of Securities:
Common
Stock
____________________________________________________________________
(e). CUSIP
Number:
912909108
____________________________________________________________________
Item
3. If This Statement is
filed pursuant to ss.240.13d-1(b) or
240.13d-2(b),
or (c), check whether the person filing is a:
(a) [_] Broker
or dealer registered under Section 15 of the Exchange Act
(15
U.S.C. 78c).
(b) [_] Bank
as defined in Section 3(a)(6) of the Exchange Act (15
U.S.C.
78c).
(c) [_] Insurance company
as defined in Section 3(a)(19) of the Exchange
Act
(15 U.S.C. 78c).
(d) [_] Investment company registered
under Section 8 of the Investment
Company
Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An
investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E);
(f) [_] An
employee benefit plan or endowment fund
in accordance with
s.240.13d-1(b)(1)(ii)(F);
(g) [_] A
parent holding company or control person in
accordance with
Rule
13d-1(b)(1)(ii)(G);
(h) [_] A
savings association as defined in Section 3(b) of the
Federal
Deposit
Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of
an
investment company under Section 3(c)(14) of
the Investment
Company
Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group,
in accordance with s.240.13d-1(b)(1)(ii)(J).
Item
4. Ownership.
Provide the following information regarding the aggregate number
and
percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount
beneficially owned:
Harbinger
Capital Partners Master Fund I, Ltd. – 6,750,000
Harbinger
Capital Partners Offshore Manager, L.L.C. – 6,750,000
HMC
Investors,
L.L.C. – 6,750,000
Harbert
Management Corporation – 6,750,000
Philip
Falcone – 6,750,000
Raymond
J.
Harbert – 6,750,000
Michael
D. Luce
– 6,750,000
______________________________________________________________________
(b) Percent
of class:
Harbinger
Capital Partners Master Fund I, Ltd. – 5.7%
Harbinger
Capital Partners Offshore Manager, L.L.C. – 5.7%
HMC
Investors,
L.L.C. – 5.7%
Harbert
Management Corporation – 5.7%
Philip
Falcone
– 5.7%
Raymond
J.
Harbert – 5.7%
Michael
D. Luce
– 5.7%
(c) Number
of shares as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the
vote:
|
Harbinger
Capital Partners Master Fund I, Ltd. – 0
Harbinger
Capital
Partners Offshore Manager, L.L.C. – 0
HMC
Investors,
L.L.C. – 0
Harbert
Management Corporation – 0
Philip
Falcone
– 0
Raymond
J.
Harbert – 0
Michael
D. Luce – 0
|
|
(ii)
|
Shared
power to vote or to direct the
vote:
|
Harbinger
Capital Partners Master Fund I, Ltd. – 6,750,000
Harbinger
Capital Partners Offshore Manager, L.L.C. – 6,750,000
HMC
Investors,
L.L.C. – 6,750,000
Harbert
Management Corporation – 6,750,000
Philip
Falcone
– 6,750,000
Raymond
J.
Harbert – 6,750,000
Michael
D. Luce
– 6,750,000
|
|
(iii)
|
Sole
power to dispose or to direct the disposition
of:
|
Harbinger
Capital Partners Master Fund I, Ltd. – 0
Harbinger
Capital Partners Offshore Manager, L.L.C. – 0
HMC
Investors,
L.L.C. – 0
Harbert
Management Corporation – 0
Philip
Falcone
– 0
Raymond
J.
Harbert – 0
Michael
D. Luce – 0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition
of:
|
Harbinger
Capital Partners Master Fund I, Ltd. – 6,750,000
Harbinger
Capital Partners Offshore Manager, L.L.C. – 6,750,000
HMC
Investors,
L.L.C. – 6,750,000
Harbert
Management Corporation – 6,750,000
Philip
Falcone
– 6,750,000
Raymond
J.
Harbert – 6,750,000
Michael
D. Luce
– 6,750,000
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the
date
hereof
the reporting person has ceased to be the beneficial owner of more
than
five
percent of the class of securities, check the following [ ].
_______________________________________________________________________
Item
6. Ownership of More Than Five Percent on Behalf of Another
Person.
If
any other person is known to have the right to receive or the power
to
direct
the receipt of dividends from, or the proceeds from the sale of,
such
securities,
a statement to that effect should be included in response to this
item
and, if such interest relates to more than five percent of the class,
such
person
should be identified. A listing of the shareholders of an
investment
company
registered under the Investment Company Act of 1940 or the
beneficiaries
of
employee benefit plan, pension fund or endowment fund is not
required.
N/A
_______________________________________________________________________
Item
7. Identification and Classification of the Subsidiary
Which Acquired the
Security Being Reported
on by the Parent Holding Company or Control
Person.
If
a parent holding company or Control person has filed this schedule,
pursuant
to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach
an
exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If
a parent holding company or control person has filed this
schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit
stating
the
identification of the relevant subsidiary.
N/A
_______________________________________________________________________
Item
8. Identification and Classification of
Members of the Group.
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J),
so
indicate
under Item 3(j) and attach an exhibit stating the identity and Item
3
classification
of each member of the group. If a group has filed this
schedule
pursuant
to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the
identity
of
each member of the group.
N/A
_______________________________________________________________________
Item
9. Notice of Dissolution of Group.
Notice
of dissolution of a group may be furnished as an exhibit stating
the
date
of the dissolution and that all further filings with respect to
transactions
in the security reported on will be filed, if required, by members
of
the group, in their individual capacity. See Item 5.
N/A
______________________________________________________________________
Item
10. Certification.
(b) The following certification shall
be included if the statement is
filed
pursuant to Rule 13d-1(c):
By
signing below I certify that, to the best of
my knowledge and
belief,
the securities referred to above were not acquired and are not
held
for the purpose of or with the effect of changing
or influencing
the
control of the issuer of the securities and were not acquired
and
are
not held in connection with or as a participant in any transaction
having
such purpose or effect.
After reasonable inquiry
and to the best of my knowledge and
belief, I
certify
that the information set forth in this statement is
true, complete and
correct.
Harbinger
Capital Partners Master Fund I, Ltd.
By:
Harbinger Capital Partners Offshore Manager, L.L.C.
By:
HMC Investors, L.L.C., Managing Member
By:
/s/ William R. Lucas, Jr.
Harbinger
Capital Partners Offshore Manager, L.L.C.*
By:
HMC Investors, L.L.C., Managing Member
By:
/s/ William R. Lucas, Jr.
HMC
Investors, L.L.C.*
By:
/s/ William R. Lucas, Jr.
Harbert
Management Corporation*
By:
/s/ William R. Lucas, Jr.
/s/
Philip Falcone*
Philip
Falcone
/s/
Raymond J. Harbert*
Raymond
J. Harbert
/s/
Michael D. Luce*
Michael
D. Luce
October
1, 2007
*The
Reporting Persons disclaim beneficial ownership in the shares reported herein
except to the extent of their pecuniary interest therein.
Exhibit
A
AGREEMENT
The
undersigned agree that this Schedule 13G dated October 1, 2007, relating to
the
Common Stock of United States Steel Corporation shall be filed on behalf of
the
undersigned.
Harbinger
Capital Partners Master Fund I, Ltd.
By:
Harbinger Capital Partners Offshore Manager, L.L.C.
By:
HMC Investors, L.L.C., Managing Member
By:
/s/ William R. Lucas, Jr.
Harbinger
Capital Partners Offshore Manager, L.L.C.*
By:
HMC Investors, L.L.C., Managing Member
By:
/s/ William R. Lucas, Jr.
HMC
Investors, L.L.C.*
By:
/s/ William R. Lucas, Jr.
Harbert
Management Corporation*
By:
/s/ William R. Lucas, Jr.
/s/
Philip Falcone*
Philip
Falcone
/s/
Raymond J. Harbert*
Raymond
J. Harbert
/s/
Michael D. Luce*
Michael
D. Luce
*The
Reporting Persons disclaim beneficial ownership in the shares reported herein
except to the extent of their pecuniary interest therein.
SK
03773 0003
813697