<PAGE> 1

As filed with the Securities and Exchange Commission on June 18,
1997

                                   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.)
                                   
                            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)
<TABLE>
                                   
                    CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------
<CAPTION>

Title of              Amount        Proposed    Proposed Maximum    Amount of
Securities being      being         Maximum    Aggregate Offering  Registration
Registered          Registered   Offering Price     Price               Fee
                                   Per Share
<S>                <C>             <C>          <C>              <C>
USX-Marathon       1,000,000       $30.375       $30,375,000
Group Common Stock,
par value $1.00 per share

USX-U.S.Steel      2,500,000       $34.4375      $86,093,750
Group Common Stock,
par value $1.00 per share

USX-Delhi            600,000       $13.375       $ 8,025,000
Group Common Stock,
par value $1 per share
                                                ------------     ---------
                                                $124,493,750     $37,725(1)
--------------------------------------------------------------------------
<F1>
(1) Calculated in accordance with Rule 457(c) based upon the average
of the high and low prices as of June 16, 1997.
</TABLE>
<PAGE> 2
                             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, 1996.

2.  Quarterly Report on Form 10-Q for the period ended March 31,1997.

3.  Current Reports on Form 8-K dated May 16 and May 17, 1997.

4.  The description of the USX-Marathon Group Common Stock  included
in USX's Form 8 Amendment to a Registration Statement on Form 8-A
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 description of the USX-Delhi Group Common Stock included
in USX's Form 8-A Registration Statement filed on August 11, 1992.

      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.
<PAGE> 3

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, Esq., Assistant General Counsel-Corporate and
Assistant Secretary for the Company.  Mr. Hammerschmidt in his
capacity as Assistant General Counsel-Corporate and Assistant
Secretary 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 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 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 attorneys 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
<PAGE> 4

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.
<PAGE> 5

(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 18th day of June, 1997.

                           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 18th day of June, 1997.

                           *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)

<PAGE> 6

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

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

                           *Jeanette Grasselli Brown
                           ----------------------------------
                           Jeanette Grasselli Brown, Director

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

                           ----------------------------------
                           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
                           ----------------------------------
                           John W. Snow, Director

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

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

                           /s/ Kenneth L. Matheny
                           ----------------------------------
                           *By:  Kenneth L. Matheny
                                Attorney-in-Fact
<PAGE> 7

                         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.

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

23(a)    Consent of Price Waterhouse LLP.

23(b)    Consent of J. A. Hammerschmidt, Esq., Assistant General
         Counsel-Corporate and Assistant Secretary 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": 17599}]
{"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": "333-29699", "film-number": "97627549"}, "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"}}
1

As filed with the Securities and Exchange Commission on June 18,
1997

                                   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.)
                                   
                            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 Maximum    Amount of
Securities being      being         Maximum    Aggregate Offering  Registration
Registered          Registered   Offering Price     Price               Fee
                                   Per Share
USX-Marathon       1,000,000       $30.375       $30,375,000
Group Common Stock,
par value $1.00 per share

USX-U.S.Steel      2,500,000       $34.4375      $86,093,750
Group Common Stock,
par value $1.00 per share

USX-Delhi            600,000       $13.375       $ 8,025,000
Group Common Stock,
par value $1 per share
                                                ------------     ---------
                                                $124,493,750     $37,725(1)
--------------------------------------------------------------------------
(1) Calculated in accordance with Rule 457(c) based upon the average
of the high and low prices as of June 16, 1997.
2
                             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, 1996.

2.  Quarterly Report on Form 10-Q for the period ended March 31,1997.

3.  Current Reports on Form 8-K dated May 16 and May 17, 1997.

4.  The description of the USX-Marathon Group Common Stock  included
in USX's Form 8 Amendment to a Registration Statement on Form 8-A
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 description of the USX-Delhi Group Common Stock included
in USX's Form 8-A Registration Statement filed on August 11, 1992.

      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.
3

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, Esq., Assistant General Counsel-Corporate and
Assistant Secretary for the Company.  Mr. Hammerschmidt in his
capacity as Assistant General Counsel-Corporate and Assistant
Secretary 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 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 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 attorneys 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
4

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.
5

(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 18th day of June, 1997.

                           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 18th day of June, 1997.

                           *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)
6

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

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

                           *Jeanette Grasselli Brown
                           ----------------------------------
                           Jeanette Grasselli Brown, Director

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

                           ----------------------------------
                           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
                           ----------------------------------
                           John W. Snow, Director

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

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

                           /s/ Kenneth L. Matheny
                           ----------------------------------
                           *By:  Kenneth L. Matheny
                                Attorney-in-Fact
7

                         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.

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

23(a)    Consent of Price Waterhouse LLP.

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

24       Powers of Attorney for Directors of USX Corporation.