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: September 28, 1999


                                USX Corporation
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)


        Delaware                   1-5153                 25-0996816
    ---------------              ------------          -------------------
    (State or other              (Commission            (IRS Employer
    jurisdiction of              File Number)          Identification No.)
    incorporation)

    600 Grant Street
    Pittsburgh, Pennsylvania                                15219-4776
    ----------------------------------------------------------------------
    (Address of principal executive offices)                (Zip Code)


    Registrant's telephone number including area code: (412) 433-1121


                               Not Applicable
    ----------------------------------------------------------------------
       (Former name or former address, if changed since last report)



Item 5.  Other Events.

            On September 28, 1999, the Board of Directors of USX
Corporation (the "Company") approved the extension of the benefits afforded
by the Company's existing rights plan by adopting a new stockholder rights
plan. The new plan, like the existing plan, is intended to deter coercive
or partial offers which will not provide fair value to all stockholders and
enhance the Board's ability to represent all stockholders and thereby
maximize stockholder values.

            Pursuant to the new Rights Agreement between the Company and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent, (i) one USX-U.S.
Steel Group Right (a "Steel Right") will be issued for each outstanding
share of USX-U.S. Steel Group Common Stock ("Steel Stock") and (ii) one
USX-Marathon Group Right (a "Marathon Right" and, together with the Steel
Rights, the "Rights") will be issued for each share of USX-Marathon Group
Common Stock ("Marathon Stock" and, together with the Steel Stock, the
"Voting Stock") to stockholders of record at the close of business on
October 9, 1999, the day the existing rights will expire. Each of the new
Rights will entitle the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Preferred Stock, without par
value, of the Company, at a price of $110 per one one-hundredth of a share,
subject to adjustment. The Rights generally will not become exercisable
unless and until, among other things, any person acquires 15% or more of
the voting power of the outstanding Voting Stock. Like the existing plan,
the new rights plan contains a "qualifying offer" feature that exempts
fully financed all-cash tender offers for all outstanding Voting Stock that
satisfy certain defined conditions. The new Rights are redeemable under
certain circumstances at $.01 per Right and will expire, unless earlier
redeemed or extended, on October 9, 2009.

            The description and terms of the new Rights are set forth in
the 1999 Rights Agreement, a copy of which is filed herewith and is
incorporated herein by reference.


Item 7.  Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.   Exhibit
-----------   -------
    4         Rights Agreement, dated as of September 28, 1999, between USX
              Corporation and ChaseMellon Shareholder Services, L.L.C., as
              Rights Agent, which includes as Exhibit A thereto, a Summary
              of Rights to Purchase Preferred Stock and as Exhibit B
              thereto, the Form of Rights Certificate.




                                 SIGNATURES


            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.


                                      USX CORPORATION


                                      By: /s/ Kenneth L. Matheny
                                          ____________________________
                                          Name: Kenneth L. Matheny
                                          Title:Vice President & Comptroller



Date: September 28, 1999




                             INDEX TO EXHIBITS


  Exhibit No.    Exhibit                                               Page
  -----------    -------                                               ----
       4         Rights Agreement, dated as of September 28, 1999,
                 between USX Corporation and ChaseMellon Shareholder
                 Services, L.L.C., as Rights Agent, which includes
                 as Exhibit A thereto, a Summary of Rights to
                 Purchase Preferred Stock and as Exhibit B thereto,
                 the Form of Rights Certificate.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 5100}]
{"company-data": {"conformed-name": "USX CORP", "cik": "0000101778", "assigned-sic": "2911", "irs-number": "250996816", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-05153", "film-number": "99718380"}, "business-address": {"street1": "600 GRANT ST", "city": "PITTSBURGH", "state": "PA", "zip": "15219-4776", "phone": "4124331121"}, "former-company": {"former-conformed-name": "UNITED STATES STEEL CORP/DE", "date-changed": "19860714"}}
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: September 28, 1999

                                USX Corporation
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

        Delaware                   1-5153                 25-0996816
    ---------------              ------------          -------------------
    (State or other              (Commission            (IRS Employer
    jurisdiction of              File Number)          Identification No.)
    incorporation)

    600 Grant Street
    Pittsburgh, Pennsylvania                                15219-4776
    ----------------------------------------------------------------------
    (Address of principal executive offices)                (Zip Code)

    Registrant's telephone number including area code: (412) 433-1121

                               Not Applicable
    ----------------------------------------------------------------------
       (Former name or former address, if changed since last report)

Item 5.  Other Events.

            On September 28, 1999, the Board of Directors of USX
Corporation (the "Company") approved the extension of the benefits afforded
by the Company's existing rights plan by adopting a new stockholder rights
plan. The new plan, like the existing plan, is intended to deter coercive
or partial offers which will not provide fair value to all stockholders and
enhance the Board's ability to represent all stockholders and thereby
maximize stockholder values.

            Pursuant to the new Rights Agreement between the Company and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent, (i) one USX-U.S.
Steel Group Right (a "Steel Right") will be issued for each outstanding
share of USX-U.S. Steel Group Common Stock ("Steel Stock") and (ii) one
USX-Marathon Group Right (a "Marathon Right" and, together with the Steel
Rights, the "Rights") will be issued for each share of USX-Marathon Group
Common Stock ("Marathon Stock" and, together with the Steel Stock, the
"Voting Stock") to stockholders of record at the close of business on
October 9, 1999, the day the existing rights will expire. Each of the new
Rights will entitle the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Preferred Stock, without par
value, of the Company, at a price of $110 per one one-hundredth of a share,
subject to adjustment. The Rights generally will not become exercisable
unless and until, among other things, any person acquires 15% or more of
the voting power of the outstanding Voting Stock. Like the existing plan,
the new rights plan contains a "qualifying offer" feature that exempts
fully financed all-cash tender offers for all outstanding Voting Stock that
satisfy certain defined conditions. The new Rights are redeemable under
certain circumstances at $.01 per Right and will expire, unless earlier
redeemed or extended, on October 9, 2009.

            The description and terms of the new Rights are set forth in
the 1999 Rights Agreement, a copy of which is filed herewith and is
incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.   Exhibit
-----------   -------
    4         Rights Agreement, dated as of September 28, 1999, between USX
              Corporation and ChaseMellon Shareholder Services, L.L.C., as
              Rights Agent, which includes as Exhibit A thereto, a Summary
              of Rights to Purchase Preferred Stock and as Exhibit B
              thereto, the Form of Rights Certificate.

                                 SIGNATURES

            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.

                                      USX CORPORATION

                                      By: /s/ Kenneth L. Matheny
                                          ____________________________
                                          Name: Kenneth L. Matheny
                                          Title:Vice President & Comptroller

Date: September 28, 1999

                             INDEX TO EXHIBITS

  Exhibit No.    Exhibit                                               Page
  -----------    -------                                               ----
       4         Rights Agreement, dated as of September 28, 1999,
                 between USX Corporation and ChaseMellon Shareholder
                 Services, L.L.C., as Rights Agent, which includes
                 as Exhibit A thereto, a Summary of Rights to
                 Purchase Preferred Stock and as Exhibit B thereto,
                 the Form of Rights Certificate.