As filed with the Securities and Exchange Commission on September 10,
1999

                                           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 of
 Securities being     being       Maximum        Maximum      Registration
    Registered     Registered     Offering      Aggregate         Fee
                                 Price Per    Offering Price
                                   Share

USX-Marathon Group   4,500,000    $31.1875     $140,343,750
Common Stock,
par value $1.00 per share

USX-U. S. Steel      2,400,000   $27.71875    $  66,525,000
Group Common Stock,
par value $1.00 per share                     ______________  ___________
                                               $206,868,750    $57,510(1)

________________________________________________________________________

(1) Calculated in accordance with Rule 457(c) based upon the average of the
high and low prices as of September 7, 1999.

                             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,
1998.

2. Quarterly Reports on Form 10-Q for the periods ended March 31
   and June 30, 1999.

3.   Current Reports on Form 8-K dated January 22, January 26 and
   January 27, 1999.

4.  Current Report on Form 8-K/A dated January 22, 1999.

5.  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.

6.  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.

7.  The Amended and Restated Rights Plan included in USX's Form 8
Amendment to Form 8-A filed on October 9, 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 10th day of
September, 1999.

                           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 10th day of
September, 1999.

                           *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


                           *J. Gary Cooper
                           J. Gary Cooper, 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
                           John W. Snow, Director


                           *Paul J. Wilhelm
                           Paul J. Wilhelm, Director



                           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 May 1, 1999 defines the rights of holders of USX Capital
         Stock.  (Incorporated by reference to Exhibit 3.1 to
         USX's Quarterly Report on Form 10-Q for the quarter
         ended June 30, 1999.)

4(b)    Form 8 Amendment to Registration Statement on Form 8-A filed on
        October 9, 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 PricewaterhouseCoopers 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": 16016}]
{"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": "333-86847", "film-number": "99709043"}, "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 September 10,
1999

                                           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 of
 Securities being     being       Maximum        Maximum      Registration
    Registered     Registered     Offering      Aggregate         Fee
                                 Price Per    Offering Price
                                   Share

USX-Marathon Group   4,500,000    $31.1875     $140,343,750
Common Stock,
par value $1.00 per share

USX-U. S. Steel      2,400,000   $27.71875    $  66,525,000
Group Common Stock,
par value $1.00 per share                     ______________  ___________
                                               $206,868,750    $57,510(1)

________________________________________________________________________

(1) Calculated in accordance with Rule 457(c) based upon the average of the
high and low prices as of September 7, 1999.

                             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,
1998.

2. Quarterly Reports on Form 10-Q for the periods ended March 31
   and June 30, 1999.

3.   Current Reports on Form 8-K dated January 22, January 26 and
   January 27, 1999.

4.  Current Report on Form 8-K/A dated January 22, 1999.

5.  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.

6.  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.

7.  The Amended and Restated Rights Plan included in USX's Form 8
Amendment to Form 8-A filed on October 9, 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 10th day of
September, 1999.

                           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 10th day of
September, 1999.

                           *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

                           *J. Gary Cooper
                           J. Gary Cooper, 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
                           John W. Snow, Director

                           *Paul J. Wilhelm
                           Paul J. Wilhelm, Director

                           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 May 1, 1999 defines the rights of holders of USX Capital
         Stock.  (Incorporated by reference to Exhibit 3.1 to
         USX's Quarterly Report on Form 10-Q for the quarter
         ended June 30, 1999.)

4(b)    Form 8 Amendment to Registration Statement on Form 8-A filed on
        October 9, 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 PricewaterhouseCoopers 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.