As filed with the Securities and Exchange Commission on June 28, 1995

                                               Registration No.--------------
   --------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549
                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                        
                                      Under
                           The Securities Act of 1933
                                   ----------
                                        
                                 USX CORPORATION
  -----------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)
          Delaware                                        25-0996816
- ----------------------------                      ---------------------------
  (State of Incorporation)                                (IRS Employer
                                                       Identification No.)
                             PARITY INVESTMENT BONUS
                            (Full title of the Plan)
                                        
                  Dan D. Sandman, General Counsel and Secretary
                                 USX CORPORATION
                   600 Grant Street, Pittsburgh, PA 15219-4776
                                 (412) 433-1121
             (Name, Address and Telephone No. of Agent for Service)
                                        
                         CALCULATION OF REGISTRATION FEE
  -----------------------------------------------------------------------------
   Title of     Amount being  Proposed Maximum   Proposed Maximum   Amount of
  Securities     Registered    Offering Price       Aggregate      Registration
    being                        Per Share      Offering Price (a)     Fee
  Registered

USX-U. S.Steel     400,000         $33.00          $13,200,000          $4,552
Group Common
Stock, par value
$1 per share
- --------------------------------------------------------------------------------
(a)  Calculated in accordance with Rule 457 (c).
- --------------
Pursuant to Rule 429, the prospectus used in connection with this registration
statement will also be used in connection with Registration Statements on Form
S-8, File No.s 33-48116 and 33-54333.
<PAGE> 2
                                    PART II.

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item   3.    Incorporation of Documents by Reference

The following documents filed with the Securities and Exchange Commission (File
No. 1-5153) by USX Corporation (hereinafter "USX," the "Company" or the
"Corporation") are incorporated herein by reference:

     1.   Annual Report on Form 10-K for the year ended December 31, 1994.
     
     2.   Current Reports on Form 8-K dated March 3 and June 15, 1995.
     
     3.   Quarterly Report on Form 10-Q for the period ended March 31, 1995.
     
     4.   Proxy Statement dated March 10, 1995.
     
     5.   The description of USX-U. S. Steel Group Common Stock contained in
        USX's Registration Statement on Form 8-A filed on April 11, 1991.

     All documents subsequently filed by USX pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.    Description of Securities.

          Inapplicable.
<PAGE> 3
Item 5.    Interests of Named Experts and Counsel

     The validity of the issuance of the Securities being registered has been
passed upon for the Company by J. A. Hammerschmidt, Esq., Assistant General
Counsel - Corporate for the Company.  Mr. Hammerschmidt in his capacity as
Assistant General Counsel - Corporate is paid a salary by the Company and
participates in various employee benefit plans offered to officers of the
Company generally.

Item 6.    Indemnification of Directors and Officers

     Article V of the USX's By-Laws provides that USX shall indemnify to the
fullest extent permitted by law any person who is made or is threatened to be
made a party or is involved in any action, suit, or proceeding whether civil,
criminal, administrative or investigative by reason of the fact that he is or
was a director, officer, employee or agent of USX or is or was serving at the
request of USX as an officer, director, employee or agent of another
corporation, partnership, joint venture, trust, enterprise or nonprofit entity.

     USX is empowered by Section 145 of the Delaware General Corporation Law,
subject to the procedures and limitations stated therein, to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of USX) by reason of the fact that such person is or was an officer,
employee, agent or director of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The Corporation may
<PAGE> 4
indemnify any such person against expenses (including attorney's fees) in an
action by or in the right of the Corporation under the same conditions, except
that no indemnification is permitted without judicial approval if such person is
adjudged to be liable to the Corporation.  To the extent such person is
successful on the merits or otherwise in the defense of any action referred to
above, the Corporation must indemnify him against the expenses which he actually
and reasonably incurred in connection therewith.

     Policies of insurance are maintained by the Corporation under which
directors and officers of USX are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or officers.

     The Corporation's Certificate of Incorporation provides that no director
shall be personally liable to the Corporation or its stockholders for monetary
damages for any breach of fiduciary duty by such director as a director, except
(i) for breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit.

Item 7.    Exemption from Registration Claimed.

          Inapplicable.

Item 8.    Exhibits

          Refer to Exhibit Index following.

Item  9.    Undertakings

     (a)  The undersigned registrant hereby undertakes:
<PAGE> 5
          (1)  To file, during any period in which offers or sales are
               being made, a post-effective amendment to this
               registration statement:

               (i)   to include any prospectus required by section 10(a)(3) of
                     the Securities Act of 1933;
               
               (ii)  to reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represents a fundamental
                     change in the information set forth in the registration
                     statement;
               
               (iii) to include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in the registration statement;

               Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the information required to be included in a post-
               effective amendment by those paragraphs is contained in periodic
               reports filed by the registrant pursuant to Section 13 or Section
               15(d) of the Securities Exchange Act of 1934 that are
               incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.
          
          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.
     
     
     <PAGE> 6
     (b)  The undersigned registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934, that is
          incorporated by reference in the registration statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.
     
     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the registrant pursuant to the foregoing
          provisions, or otherwise, the registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Act and is, therefore,
          unenforceable.  In the event that a claim for indemnification against
          such liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer, or controlling
          person in connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.
<PAGE> 7
                                   SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on the
28th day of June, 1995.

                                 USX CORPORATION
                              
                              
                              By:  /s/ Lewis B. Jones
                                   -------------------------------
                                   Lewis B. Jones
                                   Vice President & Comptroller

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the 28th day of June, 1995.
                              
                              
                              *    C. A. Corry
                              ------------------------------------
                              C. A. Corry
                              Chairman of the Board of Directors,
                              Chief Executive Officer and Director
                              
                              *    Robert M. Hernandez
                              -------------------------------------
                              Robert M. Hernandez
                              Vice Chairman & Chief Financial
                              Officer and Director
                              
                              /s/    Lewis B. Jones
                              ------------------------------------
                              Lewis B. Jones
                              Vice President & Comptroller
                              
                              *    Neil A. Armstrong
                              ------------------------------------
                              Neil A. Armstrong, Director
                              
                              *    Victor G. Beghini
                              ------------------------------------
                              Victor G. Beghini, Director
<PAGE> 8                      *    Jeanette G. Brown
                              ------------------------------------
                              Jeanette G. Brown, Director
                              
                              *    James A. D. Geier
                              ------------------------------------
                              James A. D. Geier, Director
                              
                              *    Charles R. Lee
                              ------------------------------------
                              Charles R. Lee, Director
                              
                              *    Paul E. Lego
                              ------------------------------------
                              Paul E. Lego, Director
                              
                              *    Ray Marshall
                              ------------------------------------
                              Ray Marshall, Director
                              
                              *    John F. McGillicuddy
                              ------------------------------------
                              John F. McGillicuddy, Director
                              
                              *    John M. Richman
                              ------------------------------------
                              John M. Richman, Director
                              
                              *    Seth E. Schofield
                              ------------------------------------
                              Seth E. Schofield
                              
                              *    John W. Snow
                              ------------------------------------
                              John W. Snow, Director
                              
                              *    Thomas J. Usher
                              ------------------------------------
                              Thomas J. Usher, Director
                              
                              ------------------------------------
                              Douglas C. Yearley, Director
                              
                              *By:/s/Lewis B. Jones
                              ------------------------------------
                                     Lewis B. Jones
                                     Attorney-in-Fact
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17257}]
{"company-data": {"conformed-name": "USX CORP", "cik": "0000101778", "assigned-sic": "3312", "irs-number": "250996816", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60667", "film-number": "95550236"}, "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"}}
As filed with the Securities and Exchange Commission on June 28, 1995

                                               Registration No.--------------
   --------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549
                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                        
                                      Under
                           The Securities Act of 1933
                                   ----------
                                        
                                 USX CORPORATION
  -----------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)
          Delaware                                        25-0996816
- ----------------------------                      ---------------------------
  (State of Incorporation)                                (IRS Employer
                                                       Identification No.)
                             PARITY INVESTMENT BONUS
                            (Full title of the Plan)
                                        
                  Dan D. Sandman, General Counsel and Secretary
                                 USX CORPORATION
                   600 Grant Street, Pittsburgh, PA 15219-4776
                                 (412) 433-1121
             (Name, Address and Telephone No. of Agent for Service)
                                        
                         CALCULATION OF REGISTRATION FEE
  -----------------------------------------------------------------------------
   Title of     Amount being  Proposed Maximum   Proposed Maximum   Amount of
  Securities     Registered    Offering Price       Aggregate      Registration
    being                        Per Share      Offering Price (a)     Fee
  Registered

USX-U. S.Steel     400,000         $33.00          $13,200,000          $4,552
Group Common
Stock, par value
$1 per share
- --------------------------------------------------------------------------------
(a)  Calculated in accordance with Rule 457 (c).
- --------------
Pursuant to Rule 429, the prospectus used in connection with this registration
statement will also be used in connection with Registration Statements on Form
S-8, File No.s 33-48116 and 33-54333.
2
                                    PART II.

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item   3.    Incorporation of Documents by Reference

The following documents filed with the Securities and Exchange Commission (File
No. 1-5153) by USX Corporation (hereinafter "USX," the "Company" or the
"Corporation") are incorporated herein by reference:

     1.   Annual Report on Form 10-K for the year ended December 31, 1994.
     
     2.   Current Reports on Form 8-K dated March 3 and June 15, 1995.
     
     3.   Quarterly Report on Form 10-Q for the period ended March 31, 1995.
     
     4.   Proxy Statement dated March 10, 1995.
     
     5.   The description of USX-U. S. Steel Group Common Stock contained in
        USX's Registration Statement on Form 8-A filed on April 11, 1991.

     All documents subsequently filed by USX pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.    Description of Securities.

          Inapplicable.
3
Item 5.    Interests of Named Experts and Counsel

     The validity of the issuance of the Securities being registered has been
passed upon for the Company by J. A. Hammerschmidt, Esq., Assistant General
Counsel - Corporate for the Company.  Mr. Hammerschmidt in his capacity as
Assistant General Counsel - Corporate is paid a salary by the Company and
participates in various employee benefit plans offered to officers of the
Company generally.

Item 6.    Indemnification of Directors and Officers

     Article V of the USX's By-Laws provides that USX shall indemnify to the
fullest extent permitted by law any person who is made or is threatened to be
made a party or is involved in any action, suit, or proceeding whether civil,
criminal, administrative or investigative by reason of the fact that he is or
was a director, officer, employee or agent of USX or is or was serving at the
request of USX as an officer, director, employee or agent of another
corporation, partnership, joint venture, trust, enterprise or nonprofit entity.

     USX is empowered by Section 145 of the Delaware General Corporation Law,
subject to the procedures and limitations stated therein, to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of USX) by reason of the fact that such person is or was an officer,
employee, agent or director of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The Corporation may
4
indemnify any such person against expenses (including attorney's fees) in an
action by or in the right of the Corporation under the same conditions, except
that no indemnification is permitted without judicial approval if such person is
adjudged to be liable to the Corporation.  To the extent such person is
successful on the merits or otherwise in the defense of any action referred to
above, the Corporation must indemnify him against the expenses which he actually
and reasonably incurred in connection therewith.

     Policies of insurance are maintained by the Corporation under which
directors and officers of USX are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or officers.

     The Corporation's Certificate of Incorporation provides that no director
shall be personally liable to the Corporation or its stockholders for monetary
damages for any breach of fiduciary duty by such director as a director, except
(i) for breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit.

Item 7.    Exemption from Registration Claimed.

          Inapplicable.

Item 8.    Exhibits

          Refer to Exhibit Index following.

Item  9.    Undertakings

     (a)  The undersigned registrant hereby undertakes:
5
          (1)  To file, during any period in which offers or sales are
               being made, a post-effective amendment to this
               registration statement:

               (i)   to include any prospectus required by section 10(a)(3) of
                     the Securities Act of 1933;
               
               (ii)  to reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represents a fundamental
                     change in the information set forth in the registration
                     statement;
               
               (iii) to include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in the registration statement;

               Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the information required to be included in a post-
               effective amendment by those paragraphs is contained in periodic
               reports filed by the registrant pursuant to Section 13 or Section
               15(d) of the Securities Exchange Act of 1934 that are
               incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.
          
          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.
6
     (b)  The undersigned registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934, that is
          incorporated by reference in the registration statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.
     
     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the registrant pursuant to the foregoing
          provisions, or otherwise, the registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Act and is, therefore,
          unenforceable.  In the event that a claim for indemnification against
          such liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer, or controlling
          person in connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.
7
                                   SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on the
28th day of June, 1995.

                                 USX CORPORATION
                              
                              
                              By:  /s/ Lewis B. Jones
                                   -------------------------------
                                   Lewis B. Jones
                                   Vice President & Comptroller

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the 28th day of June, 1995.
                              
                              
                              *    C. A. Corry
                              ------------------------------------
                              C. A. Corry
                              Chairman of the Board of Directors,
                              Chief Executive Officer and Director
                              
                              *    Robert M. Hernandez
                              -------------------------------------
                              Robert M. Hernandez
                              Vice Chairman & Chief Financial
                              Officer and Director
                              
                              /s/    Lewis B. Jones
                              ------------------------------------
                              Lewis B. Jones
                              Vice President & Comptroller
                              
                              *    Neil A. Armstrong
                              ------------------------------------
                              Neil A. Armstrong, Director
                              
                              *    Victor G. Beghini
                              ------------------------------------
                              Victor G. Beghini, Director
8                      *    Jeanette G. Brown
                              ------------------------------------
                              Jeanette G. Brown, Director
                              
                              *    James A. D. Geier
                              ------------------------------------
                              James A. D. Geier, Director
                              
                              *    Charles R. Lee
                              ------------------------------------
                              Charles R. Lee, Director
                              
                              *    Paul E. Lego
                              ------------------------------------
                              Paul E. Lego, Director
                              
                              *    Ray Marshall
                              ------------------------------------
                              Ray Marshall, Director
                              
                              *    John F. McGillicuddy
                              ------------------------------------
                              John F. McGillicuddy, Director
                              
                              *    John M. Richman
                              ------------------------------------
                              John M. Richman, Director
                              
                              *    Seth E. Schofield
                              ------------------------------------
                              Seth E. Schofield
                              
                              *    John W. Snow
                              ------------------------------------
                              John W. Snow, Director
                              
                              *    Thomas J. Usher
                              ------------------------------------
                              Thomas J. Usher, Director
                              
                              ------------------------------------
                              Douglas C. Yearley, Director
                              
                              *By:/s/Lewis B. Jones
                              ------------------------------------
                                     Lewis B. Jones
                                     Attorney-in-Fact