As filed with the Securities and Exchange Commission on May 15, 1998

                                          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 registrant as specified in its charter)

       Delaware                                         25-0996816
 (State of Incorporation)                              (IRS Employer
                                                    Identification No.)
                                     
                              1990 STOCK PLAN
                         (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       Proposed       Proposed        Amount
    Securities        being       Maximum        Maximum           of
      being        Registered     Offering      Aggregate     Registration
    Registered                   Price Per       Offering         Fee
                                   Share          Price             
                                      
USX-Marathon Group   1,000,000     $35.875     $35,875,000         
Common Stock,          
par value $1.00 
per share
USX-U. S. Steel      1,000,000     $37.625     $37,625,000        
Group Common                         
Stock,                                                          
par value $1.00                                ___________     _________
per share                                          
                                               $73,500,000     $22,270 (1)

_______________________________________________________________________
(1) Calculated in accordance with Rule 457(c) based upon the average of
the high and low prices as of May 12, 1998.

                             PART II.

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

      The following documents filed with the 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, 1997.

2.  Quarterly Report on Form 10-Q for the period ended March 31, 1998.

3.  Current Reports on Form 8-K dated January 1, February 27 and March 5, 1998.

4.  The description of the USX-Marathon Group Common Stock included in USX's
    Form 8 Amendment to a Registration Statement on Form 8-B filed on April 11,
    1991.

5.  The description of the USX-U. S. Steel Group Common Stock contained in
    USX's Registration Statement on Form 8-A dated April 11, 1991.

6.  The Amended and Restated Rights Plan included in USX's Form 8 Amendment
    to Form 8-A filed on October 5, 1992.

      All documents subsequently filed by USX pursuant to Section 13(a), 13(c),
14 and 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.


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, 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 employees of the
Company generally.

Item 6.   Indemnification of Directors and Officers

       Article V of 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 such
person 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 such person acted in good
faith and in a manner 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 the conduct was unlawful.  The
Corporation may 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 such person
against the expenses which are 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:

     (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.

(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
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 15th day of May, 1998.




                           USX CORPORATION


                          By: /s/ Kenneth L. Matheny
                              ----------------------
                              Kenneth L. Matheny
                              Vice President and 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 15th day of May, 1998.

                           *Thomas J. Usher
                            ---------------
                           Thomas J. Usher, Chairman of the
                           Board of Directors, Chief
                           Executive Officer and Director
                             (Principal Executive Officer)


                           *Robert M. Hernandez
                            -------------------
                           Robert M. Hernandez
                           Vice Chairman & Chief Financial
                           Officer and Director
                             (Principal Financial Officer)


                            /s/ Kenneth L. Matheny
                            ----------------------
                           Kenneth L. Matheny
                           Vice President & Comptroller
                             (Principal Accounting Officer)


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


                           *Victor G. Beghini
                           ------------------
                           Victor G. Beghini, Director


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


                           *Charles A. Corry
                           -----------------
                           Charles A. Corry, 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, Director


                           __________________________________
                           John W. Snow, Director


                           *Paul J. Wilhelm
                           ----------------
                           Paul J. Wilhelm, Director


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


                            /s/ Kenneth L. Matheny
                           -----------------------
                           *By:  Kenneth L. Matheny
                                 Attorney-in-Fact

                         EXHIBIT INDEX


 4(a)    The Fourth Article of USX's Restated Certificate
        of Incorporation dated September 1, 1996 defines the rights of
        holders of USX Capital Stock.  (Incorporated by reference to Exhibit
        3(a) to USX's Quarterly Report on Form 10-Q for the quarter ended
        March 31, 1997.)

 4(b)   Form 8 Amendment to Registration Statement on Form 8-A dated October
        5, 1992 with respect to the Amended and Restated Rights Agreement.
        (Incorporated by reference to Form 8 Amendment.)

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

 23(a)  Consent of Price Waterhouse LLP.

 23(b)  Consent of J. A. Hammerschmidt, 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", "secsgml_size_bytes": 17195}]
{"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": "S-8", "act": "33", "file-number": "333-52751", "film-number": "98622571"}, "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 May 15, 1998

                                          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 registrant as specified in its charter)

       Delaware                                         25-0996816
 (State of Incorporation)                              (IRS Employer
                                                    Identification No.)
                                     
                              1990 STOCK PLAN
                         (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       Proposed       Proposed        Amount
    Securities        being       Maximum        Maximum           of
      being        Registered     Offering      Aggregate     Registration
    Registered                   Price Per       Offering         Fee
                                   Share          Price             
                                      
USX-Marathon Group   1,000,000     $35.875     $35,875,000         
Common Stock,          
par value $1.00 
per share
USX-U. S. Steel      1,000,000     $37.625     $37,625,000        
Group Common                         
Stock,                                                          
par value $1.00                                ___________     _________
per share                                          
                                               $73,500,000     $22,270 (1)

_______________________________________________________________________
(1) Calculated in accordance with Rule 457(c) based upon the average of
the high and low prices as of May 12, 1998.

                             PART II.

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

      The following documents filed with the 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, 1997.

2.  Quarterly Report on Form 10-Q for the period ended March 31, 1998.

3.  Current Reports on Form 8-K dated January 1, February 27 and March 5, 1998.

4.  The description of the USX-Marathon Group Common Stock included in USX's
    Form 8 Amendment to a Registration Statement on Form 8-B filed on April 11,
    1991.

5.  The description of the USX-U. S. Steel Group Common Stock contained in
    USX's Registration Statement on Form 8-A dated April 11, 1991.

6.  The Amended and Restated Rights Plan included in USX's Form 8 Amendment
    to Form 8-A filed on October 5, 1992.

      All documents subsequently filed by USX pursuant to Section 13(a), 13(c),
14 and 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.

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, 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 employees of the
Company generally.

Item 6.   Indemnification of Directors and Officers

       Article V of 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 such
person 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 such person acted in good
faith and in a manner 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 the conduct was unlawful.  The
Corporation may 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 such person
against the expenses which are 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:

     (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.

(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
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 15th day of May, 1998.

                           USX CORPORATION

                          By: /s/ Kenneth L. Matheny
                              ----------------------
                              Kenneth L. Matheny
                              Vice President and 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 15th day of May, 1998.

                           *Thomas J. Usher
                            ---------------
                           Thomas J. Usher, Chairman of the
                           Board of Directors, Chief
                           Executive Officer and Director
                             (Principal Executive Officer)

                           *Robert M. Hernandez
                            -------------------
                           Robert M. Hernandez
                           Vice Chairman & Chief Financial
                           Officer and Director
                             (Principal Financial Officer)

                            /s/ Kenneth L. Matheny
                            ----------------------
                           Kenneth L. Matheny
                           Vice President & Comptroller
                             (Principal Accounting Officer)

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

                           *Victor G. Beghini
                           ------------------
                           Victor G. Beghini, Director

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

                           *Charles A. Corry
                           -----------------
                           Charles A. Corry, 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, Director

                           __________________________________
                           John W. Snow, Director

                           *Paul J. Wilhelm
                           ----------------
                           Paul J. Wilhelm, Director

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

                            /s/ Kenneth L. Matheny
                           -----------------------
                           *By:  Kenneth L. Matheny
                                 Attorney-in-Fact

                         EXHIBIT INDEX

 4(a)    The Fourth Article of USX's Restated Certificate
        of Incorporation dated September 1, 1996 defines the rights of
        holders of USX Capital Stock.  (Incorporated by reference to Exhibit
        3(a) to USX's Quarterly Report on Form 10-Q for the quarter ended
        March 31, 1997.)

 4(b)   Form 8 Amendment to Registration Statement on Form 8-A dated October
        5, 1992 with respect to the Amended and Restated Rights Agreement.
        (Incorporated by reference to Form 8 Amendment.)

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

 23(a)  Consent of Price Waterhouse LLP.

 23(b)  Consent of J. A. Hammerschmidt, 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.