As filed with the Securities and Exchange Commission on June 28, 1994


                                               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)
                                        
<TABLE>
                         CALCULATION OF REGISTRATION FEE
  -----------------------------------------------------------------------------
<CAPTION>
   Title of     Amount being  Proposed Maximum   Proposed Maximum   Amount of
  Securities     Registered    Offering Price       Aggregate      Registration
    being                        Per Share        Offering Price       Fee
  Registered

<S>               <C>             <C>              <C>                <C>
USX-U. S. Steel   250,000         $33.125          $8,281,250         $2,856
Group Common
Stock, par value
$1 per share
</TABLE>
- --------------------------------------------------------------------------------
<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, 1993.

2.  Current Reports on Form 8-K dated January 21, January 24, February 2,
    February 14, February 24 and April 26, 1994.

3.  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.

                                   SIGNATURES
                                   ----------

     The Registrant.  Pursuant to the requirements of the Securities Act of
l933, 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, 1994.
<PAGE> 7
                                 USX CORPORATION


                               /s/  Lewis B. Jones
                           By: -------------------------------
                               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, 1994.


                           *  C. A. Corry
                           --------------------------------------
                           C. A. Corry, Chairman of the
                           Board of Directors, Chief
                           Executive Officer and Director


                           *  R. M. Hernandez
                           --------------------------------------
                           R. M. Hernandez
                           Executive Vice President
                           Accounting and Finance
                           & Chief Financial Officer


                           /s/ Lewis B. Jones
                           --------------------------------------
                           Lewis B. Jones
                           Vice President & Comptroller


                           
                           --------------------------------------
                           Neil A. Armstrong, Director


<PAGE> 8
                           *  Victor G. Beghini
                           --------------------------------------
                           Victor G. Beghini, Director


                           *  Jeanette G. Brown
                           --------------------------------------
                           Jeanette G. Brown, Director


                           *  John H. Filer
                           --------------------------------------
                           John H. Filer, 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, Director


                           *  John F. McGillicuddy
                           --------------------------------------
                           John F. McGillicuddy, Director


                           *  John M. Richman
                           --------------------------------------
                           John M. Richman, Director


                           *  Seth E. Schofield
                           --------------------------------------
                           Seth E. Schofield, Director

<PAGE> 9
                           *  Thomas J. Usher
                           --------------------------------------
                           Thomas J. Usher, Director


                           *  Douglas C. Yearley
                           --------------------------------------
                           Douglas C. Yearley, Director


                           /s/  Lewis B. Jones
                           --------------------------------------
                           * By: Lewis B. Jones
                                 Attorney-in-Fact
<PAGE> 10
                         EXHIBIT INDEX


3        USX's Restated Certificate of Incorporation dated November 1, 1993.
         (Incorporated by reference to Exhibit 3.1 to USX's Quarterly Report
         on Form 10-Q for the quarter ended September 30, 1993.)

5        Opinion of J. A. Hammerschmidt, Esq., Assistant General Counsel -
         Corporate of USX Corporation.

23(a)    Consent of Price Waterhouse.

23(b)    Consent of J. A. Hammerschmidt, Esq., Assistant General Counsel -
         Corporate of USX Corporation (contained in his opinion annexed
         hereto as Exhibit 5).

24       Powers of Attorney for Directors of USX Corporation.
[{"type": "S-8", "sequence": "1", "description": "REG. STMT. ON FORM S-8 PARITY INVESTMENT BONUS", "secsgml_size_bytes": 16850}]
{"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": "033-54333", "film-number": "94536228"}, "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, 1994

                                               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       Fee
  Registered
USX-U. S. Steel   250,000         $33.125          $8,281,250         $2,856
Group Common
Stock, par value
$1 per share
- --------------------------------------------------------------------------------
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, 1993.

2.  Current Reports on Form 8-K dated January 21, January 24, February 2,
    February 14, February 24 and April 26, 1994.

3.  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.

                                   SIGNATURES
                                   ----------

     The Registrant.  Pursuant to the requirements of the Securities Act of
l933, 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, 1994.
7
                                 USX CORPORATION

                               /s/  Lewis B. Jones
                           By: -------------------------------
                               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, 1994.

                           *  C. A. Corry
                           --------------------------------------
                           C. A. Corry, Chairman of the
                           Board of Directors, Chief
                           Executive Officer and Director

                           *  R. M. Hernandez
                           --------------------------------------
                           R. M. Hernandez
                           Executive Vice President
                           Accounting and Finance
                           & Chief Financial Officer

                           /s/ Lewis B. Jones
                           --------------------------------------
                           Lewis B. Jones
                           Vice President & Comptroller

                           
                           --------------------------------------
                           Neil A. Armstrong, Director
8
                           *  Victor G. Beghini
                           --------------------------------------
                           Victor G. Beghini, Director

                           *  Jeanette G. Brown
                           --------------------------------------
                           Jeanette G. Brown, Director

                           *  John H. Filer
                           --------------------------------------
                           John H. Filer, 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, Director

                           *  John F. McGillicuddy
                           --------------------------------------
                           John F. McGillicuddy, Director

                           *  John M. Richman
                           --------------------------------------
                           John M. Richman, Director

                           *  Seth E. Schofield
                           --------------------------------------
                           Seth E. Schofield, Director
9
                           *  Thomas J. Usher
                           --------------------------------------
                           Thomas J. Usher, Director

                           *  Douglas C. Yearley
                           --------------------------------------
                           Douglas C. Yearley, Director

                           /s/  Lewis B. Jones
                           --------------------------------------
                           * By: Lewis B. Jones
                                 Attorney-in-Fact
10
                         EXHIBIT INDEX

3        USX's Restated Certificate of Incorporation dated November 1, 1993.
         (Incorporated by reference to Exhibit 3.1 to USX's Quarterly Report
         on Form 10-Q for the quarter ended September 30, 1993.)

5        Opinion of J. A. Hammerschmidt, Esq., Assistant General Counsel -
         Corporate of USX Corporation.

23(a)    Consent of Price Waterhouse.

23(b)    Consent of J. A. Hammerschmidt, Esq., Assistant General Counsel -
         Corporate of USX Corporation (contained in his opinion annexed
         hereto as Exhibit 5).

24       Powers of Attorney for Directors of USX Corporation.