USX CORP, DEF 14A, 1994-03-18

USX CORP
DEF 14A, 1994-03-18
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)

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USX CORPORATION
USX-MARATHON GROUP COMMON STOCK
<Logo> USX-U.S. STEEL GROUP COMMON STOCK
USX-DELHI GROUP COMMON STOCK

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT

Monday, May 2, 1994
10:00 A.M., Central Daylight Saving Time

Scandinavian Ballroom
Radisson Plaza Hotel
35 South 7th Street
Minneapolis, Minnesota
------------------------------------------------
TABLE OF CONTENTS

<TABLE>
<S> <C>
Page
Notice of Annual Meeting of Stockholders................. 3
Proxy Statement.......................................... 4
The Board of Directors................................. 4
Proposals of the Board--
Proposal No. 1--Election of Directors................ 6
Nominees for Director.............................. 7
Continuing Directors............................... 8
Proposal No. 2--Election of Independent
Accountants........................................ 10
Proposal No. 3--Approval of Senior Executive Officer
Annual Incentive Compensation Plan--Establishment
of Performance-Based Plan Intended to Preserve Tax
Deductibility under Section 162(m) of the Internal
Revenue Code....................................... 10
Proposals of Certain Stockholders--
Proposal No. 4....................................... 11
Proposal No. 5....................................... 12
Security Ownership..................................... 14
Executive Compensation and Other Information........... 16
</TABLE>

------------------------------------------------
Please Mark, Sign and Return Your Proxy Promptly
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<TABLE>
<S> <C>
USX Corporation <Logo> Charles A. Corry
600 Grant Street Chairman, Board of Directors
Pittsburgh, PA 15219-4776 & Chief Executive Officer
</TABLE>

March 18, 1994

To the Stockholders:

The 1994 annual meeting of stockholders (the "Meeting") will be held in the
Scandinavian Ballroom of the Radisson Plaza Hotel, 35 South 7th Street,
Minneapolis, Minnesota, on Monday, May 2 at 10:00 A.M., Central Daylight Saving
Time.

The election of directors and independent accountants will take place at the
Meeting. This year we will elect five Class I directors whose terms will expire
at the 1997 annual meeting. The proxy statement contains information with
respect to the nominees as well as the other directors who continue in office.
All of the nominees except one have previously been elected by the stockholders.

Two proposals of certain stockholders are also included in the proxy statement.
They relate to reporting of additional compensation information and endorsement
of the CERES Principles. FOR THE REASONS SET FORTH IN THE PROXY STATEMENT, THE
DIRECTORS RECOMMEND A VOTE AGAINST EACH OF THESE STOCKHOLDER PROPOSALS.

The proxy statement also contains a proposal by the Board of Directors that the
stockholders approve an annual incentive compensation plan covering senior
executive officers to replace the existing plan as it relates to such officers.
The new plan is intended to meet requirements for tax deductibility under new
tax legislation.

We hope you will be represented at the Meeting by marking, signing and returning
the enclosed proxy card as promptly as possible, whether or not you expect to be
present in person. The directors of USX Corporation appreciate the cooperation
of stockholders in directing proxies to vote at the Meeting.

If you plan to be present in person, please let us know in accordance with the
instructions accompanying the proxy card, and we will send you an attendance
card which will expedite your admission to the Meeting.

Sincerely,
C. A. Corry

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USX CORPORATION
600 Grant Street, Pittsburgh, PA 15219-4776

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

ON MAY 2, 1994

The annual meeting of the stockholders of USX Corporation (the "Meeting")
will be held in the Scandinavian Ballroom of the Radisson Plaza Hotel, 35 South
7th Street, Minneapolis, Minnesota on Monday, May 2, 1994 at 10:00 A.M., Central
Daylight Saving Time, for the following purposes:

To elect five Class I directors.

To elect independent accountants for 1994.

To consider and act upon two stockholder proposals, if such proposals are
brought before the Meeting, relating to reporting of additional compensation
information and endorsement of the CERES Principles. These proposals are set
forth on pages 11 through 13 of the proxy statement dated March 18, 1994.

To approve an annual incentive compensation plan covering senior executive
officers to replace the existing plan as it relates to such officers, with the
intention of meeting requirements for tax deductibility under new tax
legislation.

To transact such other business as may properly come before the Meeting.

Holders of record of each of the classes of USX's common stock on the books
of USX Corporation at the close of business on March 3, 1994 are entitled to
vote at the Meeting.

By order of the Board of Directors,

DAN D. SANDMAN,
Secretary

Dated, March 18, 1994

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USX CORPORATION
600 Grant Street, Pittsburgh, PA 15219-4776

March 18, 1994

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of USX Corporation ("USX") for
use at the 1994 annual meeting of stockholders (the "Meeting") to be held on May
2, 1994 in the Scandinavian Ballroom of the Radisson Plaza Hotel, 35 South 7th
Street, Minneapolis, Minnesota. The enclosed proxy is for the use of holders of
record of USX-Marathon Group Common Stock ("Marathon Stock"), USX-U.S. Steel
Group Common Stock ("Steel Stock") and USX-Delhi Group Common Stock ("Delhi
Stock") at the close of business on March 3, 1994. The proxy is a means by which
stockholders may authorize the voting of their shares at the Meeting. Shares
cannot be voted at the Meeting unless the owner of record is present to vote or
is represented by a proxy. Shares represented by proxies received will be voted
as specified by the stockholder. Except as otherwise specified in the proxy,
shares will be voted for the election of the nominees for director named herein,
for the election of Price Waterhouse as independent accountants for 1994, for a
plan intended to preserve tax deductible treatment for annual incentive
compensation payments and against the two proposals which are expected to be
presented by certain stockholders. Any person who has signed and returned a
proxy may revoke it at any time before it is exercised by submitting a
subsequently executed proxy, by giving notice of revocation to the Secretary of
USX or by voting in person at the Meeting. All classes of common stock will vote
together as a single class on all matters presented for consideration at the
Meeting. Directors are elected by a plurality, and independent accountants by a
majority, of the votes of the shares present in person or represented by proxy
and entitled to vote. The proposal to preserve tax deductible treatment for
annual incentive compensation payments must receive a majority of the votes cast
in order to be adopted. The two proposals expected to be presented by
stockholders must each receive a majority of the votes of the shares present in
person or represented by proxy and entitled to vote in order to be adopted.
Abstentions and broker non-votes are not counted in determining the number of
shares voted for or against any nominee for director or any other voting matter,
nor are they counted in determining whether the percentage tests for
resubmission of shareholder proposals have been met. They are, however, counted
in determining the presence of a quorum.

The Board has adopted a policy on confidential voting with respect to
proxies. The policy, which will be applicable to voting in connection with the
Meeting, provides stockholders confidentiality in voting. Accordingly, all
executed proxy cards and ballots which identify stockholders are held
permanently confidential, except (i) as necessary to meet any applicable legal
requirements, (ii) in limited circumstances, such as contested proxy
solicitations, and (iii) to allow inspectors of election to tabulate and certify
the vote. The tabulators, who are currently employees of USX, and the inspectors
of election, who are not employees of USX, are required to execute appropriate
confidentiality agreements.

The Board knows of no business that will be presented for consideration at
the Meeting other than the matters described in this proxy statement. If any
other matters are presented, proxies will be voted in accordance with the best
judgment of the proxy holders.

As of the close of business on March 3, 1994, there were outstanding
286,581,529 shares of Marathon Stock, 75,396,814 shares of Steel Stock and
9,343,815 shares of Delhi Stock. At the Meeting each share of Marathon Stock
will be entitled to one vote and each share of Steel Stock and Delhi Stock will
be entitled to 2.460 votes and 0.975 votes, respectively, with respect to
matters to be voted upon by all classes of common stock voting as a single
class. The number of votes each share of Steel Stock and Delhi Stock is entitled
to cast has been calculated using a formula based on time-weighted average
ratios of the market value of one share of Steel Stock and Delhi Stock, as the
case may be, to one share of Marathon Stock over the 20 business day period
ending on February 24, 1994, as provided in USX's Certificate of Incorporation.
Shares of preferred stock are not entitled to vote at the Meeting. This proxy
statement was first mailed to the stockholders of USX on or about March 18,
1994.

THE BOARD OF DIRECTORS

The business of USX is under the general direction of the Board as provided
by the By-Laws of USX and the laws of Delaware, the state of incorporation.
There are five principal committees of the Board: the Audit, Compensation,
Organization and Public Policy Committees and the Committee on Financial Policy.

THE AUDIT COMMITTEE has oversight responsibility for ensuring the integrity
of the financial reports of USX, determining that the administrative,
operational and internal accounting controls are reviewed periodically to assure
that USX is operating in accordance with prescribed procedures and codes of
conduct and providing direction to the internal audit

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staff and the independent accountants. In carrying out its responsibilities, the
Audit Committee makes recommendations to the Board regarding the independent
accountants to be nominated for election by the stockholders and reviews the
independence of such accountants, approves the scope of the annual audit
activities of the independent accountants and USX's internal auditors, approves
the audit fee payable to the independent accountants and reviews audit results.
It also has been assigned the responsibility of reviewing matters pertaining to
potentially divergent interests, if any, among the three classes of common
stock, the policies and practices of USX with respect to the three business
groups, the allocation of charges and credits among the three business groups
and the discharge by the Board of its fiduciary duties to the common
stockholders in the context of the three separate classes of stock. In addition,
the Audit Committee reviews and approves the Form 10-K Annual Report filed with
the Securities and Exchange Commission (the "Commission"). Mr. Armstrong, Dr.
Brown and Messrs. Filer, McGillicuddy, Roderick, Whitwam and Yearley are members
of the Audit Committee, and Mr. Armstrong is Chairman.

THE COMPENSATION COMMITTEE is responsible for making recommendations to the
Board on all matters of policy and procedures relating to compensation of
executive management, for approving the salaries of officers (other than the
officer-directors, whose salaries are approved by the Board) and for
administration of the Annual Incentive Compensation Plan. The Committee also
approves grants of options, stock appreciation rights and restricted stock
under, and administers, USX's 1990 Stock Plan. The Committee is authorized to
adopt and amend, on behalf of USX, employee benefit plans, to review the
activities of United States Steel and Carnegie Pension Fund as administrator of
certain benefit plans and to make recommendations to the Board concerning policy
matters relating to employee benefits. Its members are Messrs. Geier, Lee, Lego,
McGillicuddy and Whitwam, and Mr. McGillicuddy is Chairman.

THE ORGANIZATION COMMITTEE makes recommendations to the Board concerning the
number of directors and candidates for election as directors, the membership of
committees of the Board and general executive management organization matters.
The Organization Committee, in recommending candidates for election as
directors, among other considerations, studies from time to time the composition
of the Board and endeavors to locate candidates for Board membership whose
backgrounds indicate that they have broad knowledge and experience in business
and society in general. The Organization Committee also considers nominees
recommended by stockholders for election as director. Such recommendations,
together with the nominee's qualifications and consent to be considered as a
nominee, should be sent to the Secretary of USX for presentation to the
Organization Committee. Messrs. Armstrong, Geier, Richman, Roderick, Whitwam and
Yearley are members of the Organization Committee, and Mr. Geier is Chairman.

THE PUBLIC POLICY COMMITTEE reviews and makes recommendations to the Board
concerning corporate policy in connection with community and governmental
relations, codes of conduct, environmental and equal opportunity matters,
charitable, cultural and educational contributions and other broad social,
political and public issues. Mr. Armstrong, Dr. Brown and Messrs. Filer, Geier,
Lee, Lego, McGillicuddy and Richman are members of the Public Policy Committee,
and Mr. Lego is Chairman.

THE COMMITTEE ON FINANCIAL POLICY makes recommendations to the Board
concerning dividends and matters of financial import, receives reports on
various financial matters and has authority to approve certain borrowings by
USX. Its members are Dr. Brown and Messrs. Filer, Hernandez, Lee, Lego, Richman,
Roderick and Yearley, and Mr. Hernandez is Chairman.

The Board of Directors met 13 times in 1993. The Audit Committee met five
times in 1993, the Compensation Committee five times, the Organization Committee
three times, the Public Policy Committee three times and the Committee on
Financial Policy four times. The directors spend considerable time in preparing
for meetings of the Board and the committees on which they serve. They attend as
many of the meetings as possible. During 1993, attendance of the directors
averaged 94%.

COMPENSATION OF DIRECTORS

Directors who are officers or employees of USX or of its subsidiaries
receive no fees or remuneration, as such, for service as a member of the Board
or any Board committee. The By-Laws of USX provide that each director who is not
such an officer or employee shall receive such allowances and attendance fees as
the Board may from time to time determine. The Board has determined that
non-employee directors shall each receive annual retainers of $25,000, each
Chairman of a Board committee an additional $6,000 and other members of a Board
committee an additional $5,000 each, plus a fee of $1,400 for each Board or
committee meeting attended. The USX Corporation Non-Employee Director Retirement
Benefit Program provides a total benefit equal to the annual retainer in effect
as of the date of retirement times the number of full years' service as a
member of the Board to directors (other than employee-directors or former
employee-directors) who complete five years of service and who (1) retire
pursuant to the retirement policy, or (2) retire for health or other reasons
beyond their control or (3) die prior to retirement. In the event of the death
of a director, any unpaid amount will be paid to the surviving spouse of the
director, or the director's estate if there is no

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surviving spouse. Benefits under the Plan may be paid in quarterly installments
for the number of years of service as a director or, at the election of the
director prior to retirement, in a lump sum equal to the present value of the
total benefit payable. Payments due the surviving spouse or estate of a deceased
director shall be paid in a lump sum equal to the present value of the unpaid
benefit owing at the time of the director's death. The USX Corporation
Non-Employee Director Stock Plan provides that USX will supplement the fees paid
to each non-employee director with a grant of shares of each class of common
stock of USX equal to that number of shares of such class purchased in the open
market by the director up to a maximum of 500 shares of such class. In order to
qualify for such grants, non-employee directors must have purchased shares
during the 60 days following the date of their initial election to the Board.

The retirement policy for members of the Board provides that each
non-employee director may continue to serve until the end of the month in which
age 70 is attained and that each officer-director may continue to serve until
retirement as an employee, except that the chief executive officer may continue
to serve after such retirement if the Board requests that such chief executive
officer do so, provided that under no circumstances shall the chief executive
officer serve after the month in which such chief executive officer attains age
70. The policy requires retirement notwithstanding that the director's term
expires at a later date. Messrs. Filer and Roderick will attain age 70 this
year.

PROPOSALS OF THE BOARD

The following proposals are expected to be presented to the Meeting by the
Board.

PROPOSAL NO. 1--ELECTION OF DIRECTORS

USX's Certificate of Incorporation provides that the directors shall be
divided into three classes: Class I, Class II and Class III, each class to
consist, as nearly as may be possible, of one-third of the whole number of the
Board. At each annual meeting the directors elected to succeed those whose terms
expire shall be identified as being of the same class as those directors they
succeed and shall be elected for a term to expire at the third annual meeting of
stockholders after their election, and until their successors are duly elected
and qualified. A director elected to fill a vacancy is elected to the same class
as the director he succeeds and a director elected to fill a newly created
directorship holds office until the next election of the class to which such
director is elected.

The Board has set the number of directors at fifteen, pursuant to the
provisions of the By-Laws. The current five Class I directors are nominees for
election this year for a three-year term expiring at the 1997 annual meeting.
All of the nominees (except Mr. Hernandez who was elected by the directors
effective November 1, 1991) and all of the continuing Class II and Class III
directors have previously been elected by the stockholders. Of the fifteen
present directors, four are current officers of USX, one is a retired officer of
USX, eight have top executive experience with a wide variety of businesses, one
was with the National Aeronautics and Space Administration and served as a
university professor before entering business and one had a career as a
distinguished chemist before becoming an educator. A brief statement of the
background of each nominee and each continuing director is given on the
following pages. If any nominee shall be unable to serve, proxies may be voted
for another person designated by the Board.

To be eligible for election as directors, persons nominated other than by
the Board must be nominated in accordance with the procedures set forth in the
By-Laws which require that notice be received by the Secretary at least 60 days,
but not more than 90 days, prior to the date of the Meeting containing certain
information regarding the person or persons to be nominated and the stockholder
giving such notice.

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NOMINEES FOR CLASS I DIRECTOR--TERM EXPIRES 1997
- --------------------------------------------------------------------------------
NEIL A. ARMSTRONG Director since 1984 Age: 63
CHAIRMAN, AIL SYSTEMS INC. (DEFENSE ELECTRONICS COMPANY).
Mr. Armstrong received a BS degree in aeronautical
engineering from Purdue University and an MS degree in
aerospace engineering from the University of Southern
California. For 17 years he served with the National
Aeronautics and Space Administration and its predecessor
agency as engineer, test pilot, astronaut and administrator.
From 1971 to 1979 he was professor of aerospace engineering
Photo at the University of Cincinnati. In 1982 he became chairman
of CTA, Inc. and retired from that position in 1992. He has
served as chairman of AIL Systems Inc. since June 1989. He
is a director of Cincinnati Gas and Electric Company,
Cincinnati Milacron Inc., Eaton Corporation, RMI Titanium
Company, Thiokol Corporation and UAL Corporation. He is a
member of the National Academy of Engineering, the
President's Executive Council, University of Cincinnati
and the Engineering Visiting Committee, Purdue University.
- --------------------------------------------------------------------------------
JOHN H. FILER Director since 1974 Age: 69
PARTNER, TYLER COOPER & ALCORN (LAW FIRM). Mr. Filer, a
graduate of DePauw University in 1947 and Yale Law School in
1950, practiced law until 1958 when he joined Aetna Life and
Casualty Company as an assistant counsel. He became general
counsel in 1966, executive vice president-administration and
Photo planning in 1968, a director in 1970, vice chairman in
January 1972 and chairman and chief executive officer in
1972, retiring as a director and chairman in 1984. He joined
Tyler Cooper & Alcorn as a partner in 1985. He is a director
of the Center For Public Resources, Inc. He served in the
Connecticut Senate in 1957-58.

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ROBERT M. HERNANDEZ Director since 1991 Age: 49
EXECUTIVE VICE PRESIDENT-ACCOUNTING & FINANCE & CHIEF
FINANCIAL OFFICER, USX CORPORATION. Mr. Hernandez graduated
from the University of Pittsburgh with a Bachelor's degree
in economics and mathematics and received an MBA from the
Wharton Graduate School of Finance and Commerce at the
University of Pennsylvania. He joined USX in 1968 and held
various finance and accounting positions until 1980 when he
was appointed assistant corporate comptroller. He was
elected vice president and treasurer in 1984 and senior vice
Photo president and comptroller in 1987. In 1989, he was appointed
president of the U.S. Diversified Group and in 1990 elected
senior vice president-finance & treasurer. He was elected
director and executive vice president-accounting & finance &
chief financial officer in 1991. Mr. Hernandez is a director
and chairman of RMI Titanium Company; a director of
Marinette Marine Corporation, ACE Limited, Allegheny General
Hospital and the Pennsylvania Chamber of Business and
Industry; and a member of the Pennsylvania Business
Roundtable.
- --------------------------------------------------------------------------------
JOHN F. MCGILLICUDDY Director since 1984 Age: 63
RETIRED CHAIRMAN OF THE BOARD, CHEMICAL BANKING CORPORATION
(BANK HOLDING COMPANY). Mr. McGillicuddy graduated from
Princeton University in 1952 and received an LLB degree from
Harvard Law School in 1955. He joined Manufacturers Hanover
Trust Company in 1958, became vice president in 1962, senior
vice president in 1966 and executive vice president and
assistant to the chairman in 1969. In 1970 he was elected
vice chairman and a director of Manufacturers Hanover
Corporation and Manufacturers Hanover Trust Company and
became president of both in 1971. Mr. McGillicuddy was named
Photo chairman and chief executive officer of the companies in
1979. Following the merger of Manufacturers Hanover
Corporation and Chemical Banking Corporation on January 1,
1992, Mr. McGillicuddy became chairman of the board and
chief executive officer of the new Chemical Banking
Corporation and retired in January 1994. He is a director of
Chemical Banking Corporation, The Continental Corporation,
UAL Corporation, Kelso & Co. and Empire Blue Cross Blue
Shield. He is a member of the Policy Committee of The
Business Roundtable and The Business Council; and a trustee
emeritus of Princeton University.
- --------------------------------------------------------------------------------

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JOHN M. RICHMAN Director since 1985 Age: 66
COUNSEL FOR WACHTELL, LIPTON, ROSEN & KATZ (LAW FIRM). Mr.
Richman is a graduate of Yale University and Harvard Law
School. He joined the Kraft, Inc. law department in 1954 and
became general counsel of the Sealtest Foods Division in
1963. He was named general counsel of the corporation in
1970, senior vice president in 1973 and was elected deputy
chairman and a director in 1979. In 1979 he became chairman
and chief executive officer. In 1980 he was elected chairman
Photo of Dart & Kraft, Inc. which was renamed Kraft, Inc. in 1986.
In 1988, following the merger of Kraft, Inc. and Philip
Morris Companies Inc., he was elected a director and vice
chairman of the board of Philip Morris Companies Inc. He
retired as vice chairman of the board in 1989. He is also a
director of Continental Bank Corporation, Continental Bank
N.A., R. R. Donnelley & Sons Company and the Evanston
Hospital Corporation; a trustee of Northwestern University;
chairman of the board of trustees of the Chicago Symphony
Orchestra; and a member of The Business Council.
- --------------------------------------------------------------------------------

CONTINUING CLASS II DIRECTORS--TERM EXPIRES 1995
- --------------------------------------------------------------------------------
VICTOR G. BEGHINI Director since 1990 Age: 59
VICE CHAIRMAN-MARATHON GROUP, USX CORPORATION. Mr. Beghini
graduated from Pennsylvania State University with a BS
degree in petroleum engineering. He joined Marathon in 1956
and served in various positions throughout the United States
until being elected vice president, supply & transportation
in early 1978 and a director of Marathon later that year. He
was elected president of Marathon Petroleum Company in
January 1984, senior vice president, domestic exploration
Photo and production for Marathon Oil Company in 1985 and senior
vice president, worldwide production in 1986. Mr. Beghini
was elected president of Marathon Oil Company and a member
of the USX corporate policy committee in 1987. He was
elected vice chairman-energy and a director of USX in June
1990 and vice chairman-Marathon Group in May 1991. He is a
director of Baker Hughes Inc. and the American Petroleum
Institute; and a member of the National Petroleum Council.
- --------------------------------------------------------------------------------
JAMES A. D. GEIER Director since 1984 Age: 68
CHAIRMAN, EXECUTIVE COMMITTEE, CINCINNATI MILACRON INC. (A
MANUFACTURER AND SUPPLIER OF PROCESS EQUIPMENT, SYSTEMS AND
RELATED EQUIPMENT). Mr. Geier attended Williams College and
served in the Army Air Corps prior to joining Cincinnati
Milacron in 1951. He was elected a vice president in 1964
Photo and was elected a director in 1966. In 1969 he became
executive vice president and in 1970 he was elected
president and chief executive officer. He was elected
chairman of the board in 1982, retiring effective December
31, 1990. Mr. Geier is a director of Clark Equipment
Company, BDM Holdings, Inc. and The Cincinnati Gear Co.; and
a senior member of The Conference Board.

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CHARLES R. LEE Director since 1991 Age: 54
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER, GTE
CORPORATION (TELECOMMUNICATIONS, LIGHTING AND PRECISION
MATERIALS). Mr. Lee received a Bachelor's degree in
metallurgical engineering from Cornell University and an MBA
from the Harvard Graduate School of Business. He served in
various financial and management positions before becoming
senior vice president-finance for Penn Central Corp. and
then Columbia Pictures Industries Inc. In 1983 he joined GTE
Photo as senior vice president of finance and in 1986 was named
senior vice president of finance and planning. He was
elected president, chief operating officer and director in
January 1989 and elected to his present position in May
1992. Mr. Lee is a director of The Procter & Gamble Company,
United Technologies Corporation, Contel Cellular, Inc. and
The Travelers Corp.; member of The Business Roundtable and
The Conference Board; the chair of the New American
Realities Committee of the National Planning Association;
a member of the Board of Directors of the Association of
the Harvard Business School and trustee fellow of Cornell
University Council.
- --------------------------------------------------------------------------------

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- --------------------------------------------------------------------------------

THOMAS J. USHER Director since 1991 Age: 51
PRESIDENT-U.S. STEEL GROUP, USX CORPORATION. Mr. Usher
graduated from the University of Pittsburgh with a BS degree
in industrial engineering, an MS degree in operations
research and a PhD in systems engineering. He joined USX in
1965 and held various positions in industrial engineering.
From 1975 through 1985, he held a number of management
positions at USX's South and Gary Works. He was elected
executive vice president-heavy products in 1986 and elected
president-U.S. Steel Group and director of USX in 1991. He
Photo is a director of PNC Bank, N.A., Transtar, Inc., the
International Iron and Steel Institute and the U.S.-Japan
Business Council, Inc.; Vice Chairman and Director of the
American Iron and Steel Institute; Chairman of the Board of
the Japan America Society of Pennsylvania; a member of the
Executive Committee, U.S.-Korea Business Council, of the
Board of Trustees of the University of Pittsburgh and the
Board of the Extra Mile Education Foundation.
- --------------------------------------------------------------------------------
DAVID R. WHITWAM Director since 1991 Age: 52
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER, WHIRLPOOL
CORPORATION (MANUFACTURER AND MARKETER OF MAJOR HOME
APPLIANCES). Mr. Whitwam graduated from the University of
Wisconsin with a BS degree in economics. He joined Whirlpool
in 1968. From 1969-1977 he held increasingly responsible
positions within the company's field sales operations. In
Photo 1977 he was appointed merchandising manager range products
in the North American marketplace and subsequently division
vice president for the builder marketing business and then
vice president, Whirlpool sales. In 1985 he became a
director and vice chairman. He was elected chairman,
president and chief executive officer in 1987. He is a
director of PPG Industries, Inc.

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CONTINUING CLASS III DIRECTORS--TERM EXPIRES 1996
- --------------------------------------------------------------------------------
JEANETTE G. BROWN Director since 1993 Age: 65
DISTINGUISHED VISITING PROFESSOR AND DIRECTOR OF RESEARCH
ENHANCEMENT, OHIO UNIVERSITY. Dr. Brown graduated from Ohio
University in 1950 with a BS degree and received an MS
degree from Western Reserve University in 1958. She holds
two D.Sc.'s (Honorary) from Ohio University and Clarkson
University and a D.Engr. (Honorary) from Michigan
Technological University. Dr. Brown completed the Executive
Management School, University of California, Berkeley. From
1950 to 1988 she was employed by BP America (formerly The
Photo Standard Oil Company) in various research positions. She
retired as director of corporate research, environmental and
analytical sciences. She is a director of AGA Gas, Inc. and
The BF Goodrich Company. Dr. Brown is a trustee of Ohio
University and the Edison Biotechnology Center in Cleveland,
Ohio. She was appointed by the National Research
Council/National Academy of Sciences to serve on the Board
on Assessment of the National Institute of Standards and
Technology. She is chair of the U.S. National Committee of
the International Union of Pure and Applied Chemistry.
- --------------------------------------------------------------------------------
CHARLES A. CORRY Director since 1988 Age: 62
CHAIRMAN OF THE BOARD, USX CORPORATION. Mr. Corry graduated
from the University of Cincinnati in 1955 with a BA degree
and received a JD degree from the University of Cincinnati
Law School in 1959, after serving in the U.S. Air Force. He
joined USX in 1959, holding various finance and accounting
positions prior to being named vice president-corporate
planning in 1979. Mr. Corry was elected senior vice
president and comptroller in 1982 and president of the U.S.
Photo Diversified Group of USX in 1987. He was elected president
of USX in 1988 and elected chairman of the board and chief
executive officer in 1989. Mr. Corry is a director of Mellon
Bank Corporation, Transtar, Inc. and the National
Association of Manufacturers; Vice Chairman of the
International Iron and Steel Institute; a member of The
Business Council; Co-Chairman of The Business Roundtable;
and a trustee of Carnegie Mellon University.

- --------------------------------------------------------------------------------

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- --------------------------------------------------------------------------------

PAUL E. LEGO Director since 1988 Age: 63
RETIRED CHAIRMAN, WESTINGHOUSE ELECTRIC CORPORATION (A
DIVERSIFIED GLOBAL TECHNOLOGY-BASED CORPORATION). Mr. Lego
graduated from the University of Pittsburgh with BS and MS
degrees in electrical engineering after service in the U.S.
Army. He joined Westinghouse in 1956 at the East Pittsburgh
plant and held a number of engineering and management
positions prior to being named a vice president in 1979,
executive vice president in 1980 and senior executive vice
president, corporate resources in 1985. In 1988 Mr. Lego was
Photo elected a director and president and chief operating officer
of Westinghouse and chairman and chief executive officer in
1990. Mr. Lego retired in January 1993. He is a director of
Consolidated Natural Gas Company, Lincoln Electric Company
and The Realty Holding Co. Board of PNC Bank; a trustee of
the University of Pittsburgh; and a member of The Business
Council and the board of overseers of the New Jersey
Institute of Technology.
- --------------------------------------------------------------------------------
DAVID M. RODERICK Director since 1973 Age: 69
DIRECTOR, USX CORPORATION. Mr. Roderick is a graduate of the
Robert Morris School of Pittsburgh and also of the
University of Pittsburgh. He began his career with Gulf Oil
Corporation and was assistant comptroller of several of
USX's subsidiary railroads prior to joining USX in 1959. In
1964 he was appointed vice president-accounting,
international and in 1967 vice president-international. Mr.
Roderick was elected chairman of the finance committee in
1973, president in 1975 and chairman of the board and chief
Photo executive officer in 1979, serving until his retirement in
1989. He is a director of Texas Instruments Incorporated and
a director of Aetna Life and Casualty Company, Procter &
Gamble Company, Kelso & Co. and the National Water Alliance;
a member of The Business Council, Global Competitive
Strategies Steering Committee of the Center for Strategic &
International Studies; a trustee of Carnegie Mellon
University; and chairman emeritus of the U.S.-Korea
Business Council.
- --------------------------------------------------------------------------------
DOUGLAS C. YEARLEY Director since 1992 Age: 58
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER, PHELPS
DODGE CORPORATION (A MAJOR INTERNATIONAL MINING AND
MANUFACTURING CONCERN). Mr. Yearley graduated from Cornell
University with a Bachelor's degree in metallurgical
engineering and attended the Program for Management
Development at Harvard Business School. He joined Phelps
Dodge in 1960 as director of research. He held several key
Photo positions before being elected executive vice president and
a director in 1987. Mr. Yearley was elected chairman and
chief executive officer in 1989 and president in 1991. He is
a director of Lockheed Corporation, J.P. Morgan & Co., Inc.,
Morgan Guaranty Trust Company of New York and the National
Association of Manufacturers; a member of the Policy
Committee of The Business Roundtable; chairman of the
International Copper Association; and a vice chairman of the
American Mining Congress and a member of The Conference
Board.
- --------------------------------------------------------------------------------

PROPOSAL NO. 2--ELECTION OF INDEPENDENT ACCOUNTANTS

Price Waterhouse has served as independent accountants of USX for many
years. It is believed that the knowledge of USX's business and its organization
gained through this period of service is very valuable. In accordance with the
established policy of the firm, partners and employees of Price Waterhouse
assigned to the USX engagement are periodically rotated, thus giving USX the
benefit of new thinking and approaches in the audit area. Representatives of
Price Waterhouse are expected to be present at the Meeting with an opportunity
to make a statement if they desire to do so and to be available to respond to
appropriate questions.

For the year 1993, Price Waterhouse performed professional services
principally in connection with audits of the consolidated financial statements
of USX and the financial statements of the Marathon Group, the U.S. Steel Group,
the Delhi Group, certain subsidiaries and certain pension and other employee
benefit plans; review of quarterly reports and review of filings with the
Securities and Exchange Commission and other agencies.

PROPOSAL NO. 3--APPROVAL OF SENIOR EXECUTIVE OFFICER ANNUAL INCENTIVE
COMPENSATION PLAN--ESTABLISHMENT OF PERFORMANCE-BASED PLAN INTENDED TO
PRESERVE TAX DEDUCTIBILITY UNDER SECTION 162(M)
OF THE INTERNAL REVENUE CODE

The Board unanimously recommends that the stockholders approve the USX
Corporation Senior Executive Officer Annual Incentive Compensation Plan (the
"Plan") to establish a performance-based plan for senior executive officers that
provides annual incentive opportunities linked directly to specific performance
measures and is intended to

10
<PAGE> 11

preserve the tax deductibility of USX's compensation expenses. Adoption of the
Plan would mean that such officers would immediately be covered by the Plan in
lieu of the existing annual incentive compensation plans, which would continue
to cover other eligible employees.

It is intended that payments under the Plan will qualify as
performance-based compensation within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended by the Omnibus Budget Reconciliation
Act of 1993. This provision limits to $1 million the allowable deduction for
compensation paid by a publicly held company to the chief executive officer and
to each of the other four most highly compensated employees for taxable years
beginning on or after January 1, 1994. This limitation, however, does not apply
to performance-based compensation that is tied to objective performance
standards which have been established by a compensation committee of the board
consisting solely of outside directors and the material terms of which have been
approved by the stockholders. The Plan has been designed by the Compensation
Committee to meet these criteria.

Awards under the Plan will be based upon the performance of USX and/or one
or more of the three business groups. Performance will be evaluated using the
following specific performance measures established by the Compensation
Committee: profit from operations, steel shipments, oil and natural gas
production, increases in reserves of liquid hydrocarbon and natural gas in
excess of annual production, refined products sales and margins, natural gas
throughput and sales, worker safety, toxic emissions improvements, work force
diversity and common stock performance. The Compensation Committee has adopted
target levels under each of such performance measures which must be attained in
order for a participant in the Plan to be eligible to receive the portion of any
total award specified for such performance measures. The Compensation Committee
may reduce the amount of, or eliminate, an award that would otherwise be
payable. In no event will the amount of an award exceed 150% of the
participant's annual salary.

A copy of the Plan is attached as Annex I to this proxy statement.

PROPOSALS OF CERTAIN STOCKHOLDERS

The following proposals are expected to be presented to the Meeting by
certain stockholders.

PROPOSAL NO. 4

STOCKHOLDER PROPOSAL CONCERNING REPORTING OF ADDITIONAL
COMPENSATION INFORMATION
AND DIRECTORS' STATEMENT AGAINST PROPOSAL

Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W.,
Washington, DC 20037, the holder of record of 100 shares of Marathon Stock and
20 shares of Steel Stock, states her intention to propose the following
resolution at the Meeting:

"Resolved: That the shareholders recommend that the Board take the
necessary step that USX specifically identify by name and corporate title in
all future proxy statements those executive officers, not otherwise so
identified, who are contractually entitled to receive in excess of $100,000
annually as a base salary, together with whatever other additional
compensation bonuses and other cash payments were due them."

and asks that the reasons for the resolution be stated as follows:

"Reasons: In support of such proposed Resolution it is clear that the
shareholders have a right to comprehensively evaluate the management in the
manner in which the Corporation is being operated and its resources utilized. At
present only a few of the most senior executive officers are so identified, and
not the many other senior executive officers who should contribute to the
ultimate success of the Corporation. Through such additional identification the
shareholders will then be provided an opportunity to better evaluate the
soundness and efficacy of the overall management.

"Last year 24,233,751 votes, representing approximately 9% of the total
votes cast, were voted FOR this proposal.

"If you AGREE, please mark your proxy FOR this proposal."

STATEMENT OF DIRECTORS AGAINST THE PROPOSAL

This proposal was presented at the 1992 annual meeting when 93.6% of the
votes were voted against it or abstained and again at the 1993 annual meeting
when 91% of the votes were voted against it or abstained.

USX provides extensive information regarding the compensation of its chief
executive officer and the other four most highly compensated executive officers
as required by the rules of the Securities and Exchange Commission on a uniform
basis for all companies. The Board of Directors believes that this information
is sufficient to provide

11
<PAGE> 12

stockholders an effective means to evaluate USX's compensation practices since
the rules require both individual disclosure for the five most highly
compensated executive officers and a detailed report from the Compensation
Committee.

The additional disclosure required by this proposal would not materially
assist stockholders in evaluating management or in making voting and investment
decisions. It should also be noted that USX does not have any employment
contracts with its executive officers other than the severance agreements which
are applicable in limited circumstances as hereinafter described.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST
THE ADOPTION OF PROPOSAL NO. 4.

PROPOSAL NO. 5

STOCKHOLDER PROPOSAL CONCERNING ENDORSEMENT OF THE CERES PRINCIPLES
AND DIRECTORS' STATEMENT AGAINST PROPOSAL

The New York City Employees Retirement System, 1 Centre Street, New York, NY
10007-2341, the holder of 203,194 shares of Steel Stock, the American Baptist
Home Mission Society, P.O. Box 851, Valley Forge, PA 19482-0851, the holder of
19,600 shares of Marathon Stock and 120 shares of Steel Stock, the Congregation
of Holy Cross, Southern Province, Inc., 2111 Brackenridge Street, Austin, TX
78704-4322, the holder of 1,000 shares of Marathon Stock, the Sisters of St.
Joseph of Carondelet, 385 Watervliet-Shaker Road, Latham, NY 12110-4741, the
holder of 32,600 shares of Steel Stock, and the Congregation of Divine
Providence, Inc., P.O. Box 197, Helotes, TX 78023-0197, the holder of 1,000
shares of Marathon Stock, state their intention to propose the following
resolution at the Meeting:

"Whereas We Believe: The responsible implementation of sound environmental
policy increases long-term shareholder value by increasing efficiency,
decreasing clean-up costs, reducing litigation, and enhancing public image and
product attractiveness;

"Adherence to public standards for environmental performance gives a company
greater public credibility than is achieved by following standards created by
industry alone. In order to maximize public credibility and usefulness, such
standards also need to reflect what investors and other stakeholders want to
know about the environmental records of their companies;

"Standardized environmental reports will provide shareholders with useful
information which allows comparison of performance against uniform standards and
comparisons of progress over time. Companies can also attract new capital from
investors seeking investments that are environmentally responsible, responsive,
progressive, and which minimize the risk of environmental liability.

"And Whereas: The Coalition for Environmentally Responsible Economies
(CERES), which comprises large institutional investors with $150 billion in
stockholdings (including shareholders of this Company), public interest
representatives, and environmental experts, consulted with dozens of
corporations and produced comprehensive public standards for both environmental
performance and reporting. Over 50 companies, including the Sun Company, a
Fortune-500 company, have endorsed the CERES Principles to demonstrate their
commitment to public environmental accountability.

"In endorsing the CERES Principles, a company commits to work toward:

<TABLE>
<S> <C>
1. Protection of the biosphere 6. Safe products
2. Sustainable use of natural resources and services 7. Environmental restoration
3. Waste reduction and disposal 8. Informing the public
4. Energy conservation 9. Management commitment
5. Risk reduction 10. Audits and reports
</TABLE>

"The full text of the CERES Principles and the accompanying CERES Report
Form are available from CERES, 711 Atlantic Avenue, Boston MA 02110. Telephone:
(617) 451-0927.

"Concerned investors are asking the Company to be publicly accountable for
its environmental impact, including collaboration with this corporate,
environmental, investor, and community coalition to develop:

(a) standards for environmental performance and disclosure;

(b) appropriate goals relative to these standards;

(d) a format for public reporting of this progress.

12
<PAGE> 13

"We believe this request is consistent with regulation adopted by the
European Community for companies' voluntary participation in verified and
publicly-reported eco-management and auditing.

"Resolved: Shareholders request the Company to endorse the CERES Principles
as a commitment to be publicly accountable for its environmental impact."

SUPPORTING STATEMENT

"We invite the Company to endorse the CERES Principles by:

(1) stating its endorsement in a letter signed by a senior officer;

(2) committing to implement the Principles; and

(3) annually completing the CERES Report.

"Endorsing these Principles complements rather than supplants internal
corporate environmental policies and procedures.

"We believe that without this public scrutiny, corporate environmental
policies and reports lack the critical component of adherence to standards set
not only by management but also by other stakeholders. Shareholders are asked to
support this resolution, to encourage our Company to demonstrate environmental
leadership and accountability for its environmental impact."

STATEMENT OF DIRECTORS AGAINST THE PROPOSAL

A total of 94% of the votes at the 1992 annual meeting and a total of 93% of
the votes at the 1993 annual meeting were voted against or abstained from voting
on substantially the same proposal.

USX and its major operating components have adopted environmental, health
and safety policies that in many ways parallel the provisions of the CERES
Principles. These policies were formally adopted by the relevant governing board
or committee and have been actively implemented by each component. In addition,
the operating components subscribe to various industry codes concerned with
these subjects. Environmental activities are subject to extensive governmental
regulations at the federal, state and local level in the United States and in
foreign jurisdictions where operations are conducted. USX believes that it is
unnecessary and costly to add a new layer of privately constituted environmental
regulators.

The Board believes that through the effective implementation of these
existing policies and corporate compliance with industry codes and governmental
regulations, it has met almost all of the goals of the CERES Principles without
accepting those portions of such Principles which require additional costs to
provide the prescribed reports and possible acceptance of additional
liabilities.

USX's management, monitored by the Board of Directors and the Audit
Committee and the Public Policy Committee of the Board, will continue to be
responsive to the need to inform the stockholders and other interested parties,
including the affected communities, of its environmental activities and to
demonstrate its commitment to environmental accountability. The Board believes
that this can and will be accomplished without subscribing to the CERES
Principles.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ADOPTION OF PROPOSAL NO. 5

13
<PAGE> 14

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table furnishes information concerning all persons known to
USX to beneficially own 5% or more of any class of the voting stock of USX as of
December 31, 1993, except as otherwise noted:

<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent
Title of Class of Beneficial Owner of Beneficial Ownership of Class
- -------------------- ------------------- ----------------------- --------
<S> <C> <C> <C>
Marathon Stock Wellington Management Company 28,708,800(1) 10.02 (1)
75 State Street
Boston, MA 02109
Includes:
Vanguard/Windsor Funds, Inc. 23,825,300(2) 8.31 (2)
P.O. Box 2600
Valley Forge, PA 19482
Steel Stock FMR Corp. 5,040,967(3) 7.25 (3)
82 Devonshire Street
Boston, MA 02109
Steel Stock Norwest Corporation and its 4,121,047(4) 5.9 (4)
subsidiaries: Norwest Colorado, Inc.
and Norwest Bank Colorado,
National Association
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-1000
Steel Stock Lazard Freres & Co. 5,286,890(5) 7.52 (5)
One Rockefeller Plaza
New York, NY 10020
Delhi Stock Government of 472,900(6) 5.22 (6)
Singapore Investment
Corporation Pte Ltd
250 North Bridge Road
#33-00
Raffles City Tower
Singapore
Includes:
Government of Singapore 343,300(7) 3.79 (7)
Monetary Authority of Singapore 129,600(7) 1.43 (7)
</TABLE>

- ---------

(1) Based on Schedule 13G dated February 10, 1994 which indicates that
Wellington Management Company had sole voting power over no shares, shared
voting power over 2,065,000 shares, sole dispositive power over no shares
and shared dispositive power over 28,708,800 shares. Included in the shares
reported are 23,825,300 shares with respect to which Vanguard/Windsor Funds,
Inc. is also deemed to be a beneficial owner. See footnote (2).

(2) Based on Schedule 13G dated February 10, 1994 which indicates that
Vanguard/Windsor Funds, Inc. had sole voting power over 23,825,300 shares,
shared voting power over no shares, sole dispositive power over no shares
and shared dispositive power over 23,825,300 shares. Wellington Management
Company is also deemed to be a beneficial owner of these shares. See
footnote (1).

(3) Based on Schedule 13G dated February 11, 1994 which indicates that FMR Corp.
had sole voting power over 335,173 shares, shared voting power over no
shares, sole dispositive power over 5,040,967 shares and shared dispositive
power over no shares.

(4) Based on Schedule 13G dated February 4, 1994 which indicates that Norwest
Corporation had sole voting power over 3,626,495 shares, shared voting power
over 25,452 shares, sole dispositive power over 4,104,459 shares and shared
dispositive power over 2,223 shares; that Norwest Colorado, Inc. had sole
voting power over 3,615,879 shares, shared voting power over 25,385 shares,
sole dispositive power over 4,102,118 shares and shared dispositive power
over 1,870 shares; and that Norwest Bank Colorado, National Association had
sole voting power over 3,615,263 shares, shared voting power over 23,260
shares, sole dispositive power over 4,101,243 shares and shared dispositive
power over 1,120 shares.

(5) Based on Schedule 13G dated February 14, 1994 which indicates that Lazard
Freres & Co. had sole voting power over 4,440,040 shares, shared voting
power over no shares, sole dispositive power over 5,215,390 shares and
shared dispositive power over no shares.

Footnotes continued on next page

14
<PAGE> 15

(6) Based on Schedule 13D dated November 11, 1993 which indicates that the
Government of Singapore Investment Corporation Pte Ltd had sole voting power
over no shares, shared voting power over 472,900 shares, sole dispositive
power over no shares and shared dispositive power over 472,900 shares. The
Government of Singapore (343,300 shares) and the Monetary Authority of
Singapore (129,600 shares) are also deemed to be beneficial owners of the
shares. See footnote (7).

(7) Based on Schedule 13D dated November 11, 1993 which indicates that the
Government of Singapore and the Monetary Authority of Singapore had sole
voting power over no shares, shared voting power over 343,300 shares and
129,600 shares, respectively, sole dispositive power over no shares and
shared dispositive power over 343,300 shares and 129,600 shares,
respectively. The Government of Singapore Investment Corporation Pte Ltd is
also deemed to be a beneficial owner of these shares. See footnote (6).

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the number of shares of each class of USX
common stock beneficially owned, as of January 31, 1994, by each director, by
each executive officer named in the Summary Compensation Table and by all
directors and executive officers as a group. No director or executive officer
beneficially owned, as of January 31, 1994, any equity security of USX other
than common stock.

<TABLE>
<CAPTION>
Marathon Steel Delhi
Stock Stock Stock
-------- ------- ------
Name Shares Shares Shares
---- -------- ------- ------
<S> <C> <C> <C>
Neil A. Armstrong............................................................ 1,500 300 1,000
Victor G. Beghini(1)(2)...................................................... 397,908 23,218 8,914
Jeanette G. Brown............................................................ 1,000 1,000 1,000
Charles A. Corry(1)(2)....................................................... 577,901 29,865 6,000
John H. Filer................................................................ 6,000 1,100 1,000
J. Louis Frank(1)(2)......................................................... 189,657 5,476 1,000
James A. D. Geier............................................................ 1,400 280 1,000
Robert M. Hernandez(1)(2)(3)................................................. 206,675 15,290 10,000
Charles R. Lee............................................................... 2,000 1,200 1,000
Paul E. Lego................................................................. 1,500 300 1,000
John F. McGillicuddy......................................................... 2,000 400 1,000
John M. Richman.............................................................. 1,700 340 1,000
David M. Roderick(1)......................................................... 8,495 1,695 1,000
Thomas J. Usher(1)(2)........................................................ 79,327 62,549 3,000
David R. Whitwam............................................................. 1,058 1,032 1,000
Douglas C. Yearley........................................................... 1,000 1,000 1,000
All Directors and Executive Officers
as a group (38 persons)(2)(4).............................................. 2,332,368 300,017 125,034
</TABLE>

- ---------

(1) Includes shares held under the USX Savings Fund Plan, the Marathon Thrift
Plan, the Delhi Thrift Plan, the USX Dividend Reinvestment Plans and the
1990 Stock Plan.

(2) Includes shares which may be acquired upon exercise of outstanding options
as follows: Mr. Corry: Marathon Stock 505,000, Steel Stock 15,000, Delhi
Stock 5,000; Mr. Beghini: Marathon Stock 306,000, Steel Stock 10,000, Delhi
Stock 3,000; Mr. Usher: Marathon Stock 68,500, Steel Stock 50,000, Delhi
Stock 3,000; Mr. Hernandez: Marathon Stock 171,200, Steel Stock 10,000,
Delhi Stock 4,000; Mr. Frank: Marathon Stock 165,400, Steel Stock 3,000,
Delhi Stock 1,000; and all directors and executive officers as a group:
Marathon Stock 1,878,563, Steel Stock 196,860 and Delhi Stock 83,100.

(3) As of January 31, 1994 United States Steel and Carnegie Pension Fund,
trustee of USX's Pension Plan owned 2,086,780 shares of Marathon Stock. This
stock was received in exchange for common stock of Texas Oil & Gas Corp. Mr.
Hernandez is chairman and one of six members of the Investment Committee of
the trustee. The Board of Directors of the trustee has by formal resolution
delegated sole power to vote and dispose of such stock to a subcommittee of
the Investment Committee which is composed of members who are not officers
or employees of USX. Mr. Hernandez disclaims beneficial ownership of such
stock.

(4) Total shares beneficially owned in all cases constitute less than one
percent of the outstanding shares of each class.

15
<PAGE> 16

USX is required to identify any director or officer who failed to timely
file with the Securities and Exchange Commission a required report relating to
ownership and changes in ownership of USX's equity securities. Five officers,
Gretchen R. Haggerty, Lewis B. Jones, Jimmy D. Low, Reuben L. Perin, Jr. and
Paul J. Wilhelm were late in reporting sales of Steel Stock subsequent to the
timely-reported exercise of stock options or stock appreciation rights.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table sets forth certain information concerning the
compensation awarded to, earned by or paid to the chief executive officer and
the other four most highly compensated executive officers of USX for services
rendered in all capacities during 1993, 1992 and 1991:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Long-Term Compensation(5)
Annual Compensation -------------------------
-------------------------------------------------------- Restricted
Other Stock All Other
Name and Salary and Bonus Annual Award(s) Options Compensation
Principal Position Year Salary($) Bonus($) Total($) Compensation($)(1) ($)(4) SARs(#)(2) ($)(1)(3)
- --------------------- ---- --------- -------- ---------------- ------------------ ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. A. Corry.......... 1993 946,667 750,000 1,696,667 7,571 0 200,000 71,089
Chairman & Chief
Executive Officer 1992 903,750 215,000 1,118,750 4,464 0 80,000 63,261
1991 828,750 440,000 1,268,750 75,094 40,000
V. G. Beghini........ 1993 584,167 335,000 919,167 0 0 93,000 54,900
Vice Chairman--
Marathon Group 1992 534,167 164,000 698,167 0 0 40,000 41,765
and President--
Marathon Oil 1991 486,250 379,000 865,250 17,763 25,000
Company
T. J. Usher.......... 1993 485,000 385,000 870,000 7,759 37,797 73,000 41,629
President--
U.S. Steel Group 1992 425,000 0 425,000 5,169 0 50,000 29,234
1991 310,000 0 310,000 280,800 20,000
R. M. Hernandez...... 1993 375,000 325,000 700,000 2,547 0 74,000 29,615
Executive Vice
President-- 1992 316,667 100,000 416,667 1,402 71,812 40,000 19,854
Accounting &
Finance & Chief 1991 270,833 146,000 416,833 12,516 9,600
Financial Officer
J. L. Frank.......... 1993 308,500 200,000 508,500 0 0 29,000 30,435
Executive Vice
President-- 1992 292,667 81,000 373,667 0 0 16,000 22,370
Refining, Marketing
& Transportation, 1991 276,000 202,000 478,000 7,613 12,000
Marathon Oil Company
</TABLE>

- ---------

(1) Does not include information with respect to 1991.

(2) All option shares listed above were granted with tandem stock appreciation
rights ("SARs").

(3) This column includes amounts contributed or accrued under the USX Savings
Fund Plan or Marathon Thrift Plan and the related supplemental savings
plans. Such amounts for 1993 are $37,866, $54,900, $19,400, $15,000 and
$30,435 for Messrs. Corry, Beghini, Usher, Hernandez and Frank,
respectively. Also included are amounts attributable to split-dollar life
insurance provided by USX. (Marathon Oil Company does not provide
split-dollar life insurance.) For 1993, these amounts are $33,223, $22,229
and $14,615 for Messrs. Corry, Usher, and Hernandez, respectively.

Footnotes continued on next page.

16
<PAGE> 17

(4) Grants of restricted stock under the USX 1990 Stock Plan. Grants are subject
to conditions including continued employment and achievement of business
performance standards. Dividends are paid on restricted stock. Shown below
is the vesting schedule for restricted stock scheduled to vest less than
three years from the date of grant, together with the number and value, as
of December 31, 1993, of the aggregate holdings of restricted stock for each
of the executive officers named in the Summary Compensation Table. Vesting
shown assumes achievement of business performance at peer-group standard (as
described in the Compensation Committee Report on page 19).

<TABLE>
<CAPTION>
Unvested Restricted Shares
Vesting Schedule Aggregate Holdings
------------------------------------------------ ----------------------------------
May May Value as of
Class of 1994 1995 Class of December 31,
Date Granted Stock (Shares) (Shares) Stock Shares 1993($)
------------ -------- -------- -------- -------- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
C. A. Corry................ N/A -- -- -- Marathon 30,750 507,375
Steel 6,450 276,141
------------
Total 783,516
V. G. Beghini.............. N/A -- -- -- Marathon 17,600 290,400
Steel 3,380 144,706
------------
Total 435,106
T. J. Usher................ May 25, 1993 Marathon 125 125 Marathon 2,230 36,795
Steel 375 375 Steel 8,166 349,607
------------
Total 386,402
R. M. Hernandez............ May 26, 1992 Marathon 750 -- Marathon 8,838 145,827
Steel 250 -- Steel 2,012 86,139
------------
Total 231,966
J. L. Frank................ N/A -- -- -- Marathon 6,600 108,900
Steel 1,260 53,944
------------
Total 162,844
</TABLE>

- ---------

(5) Restricted stock and stock options/SAR shares granted by class of stock are
as follows:

<TABLE>
<CAPTION>
Class of Restricted Stock Option/
Stock Stock($) SAR Shares
--------- ---------- -------------
<S> <C> <C> <C> <C>
C. A. Corry................................................ 1993 Marathon 0 180,000
Steel 0 15,000
Delhi 0 5,000
1992 Marathon 0 60,000
Steel 0 20,000
1991 Marathon 57,094 30,000
Steel 18,000 10,000
V. G. Beghini.............................................. 1993 Marathon 0 80,000
Steel 0 10,000
Delhi 0 3,000
1992 Marathon 0 30,000
Steel 0 10,000
1991 Marathon 17,763 25,000
Steel 0 0
T. J. Usher................................................ 1993 Marathon 4,656 20,000
Steel 33,141 50,000
Delhi 0 3,000
1992 Marathon 0 12,500
Steel 0 37,500
1991 Marathon 0 0
Steel 280,800 20,000
R. M. Hernandez............................................ 1993 Marathon 0 60,000
Steel 0 10,000
Delhi 0 4,000
1992 Marathon 52,734 30,000
Steel 19,078 10,000
1991 Marathon 9,516 7,200
Steel 3,000 2,400
J. L. Frank................................................ 1993 Marathon 0 25,000
Steel 0 3,000
Delhi 0 1,000
1992 Marathon 0 16,000
Steel 0 0
1991 Marathon 7,613 12,000
Steel 0 0
</TABLE>

17
<PAGE> 18

1993 OPTION/SAR GRANTS

The following table sets forth certain information concerning options and
stock appreciation rights ("SARs") granted during 1993 to each executive officer
named in the Summary Compensation Table under the USX 1990 Stock Plan:

<TABLE>
<CAPTION>
% of
Total
Options/ Exercise Potential Realizable Value
No. of SARs or Base at Assumed Annual Rates of
Options/ Granted to Price Stock Price Appreciation
Class of SARs Employees per Expiration for Option Term($)(3)
Name or Group Stock Granted(1) in 1993 Share($) Date 0% 5% 10%
------------- -------- --------- ------- -------- ----- --- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. A. Corry.................. Marathon 180,000(2) 22.9 18.6250 May 25, 2003 0 $ 2,108,376 $ 5,343,012
Steel 15,000(2) 4.9 44.1875 May 25, 2003 0 416,840 1,056,353
Delhi 5,000(2) 6.5 20.0000 May 25, 2003 0 62,890 159,374
V. G. Beghini................ Marathon 80,000(2) 10.2 18.6250 May 25, 2003 0 937,056 2,374,672
Steel 10,000(2) 3.3 44.1875 May 25, 2003 0 277,893 704,235
Delhi 3,000(2) 3.9 20.0000 May 25, 2003 0 37,734 95,624
T. J. Usher.................. Marathon 20,000(2) 2.5 18.6250 May 25, 2003 0 234,264 593,668
Steel 50,000(2) 16.5 44.1875 May 25, 2003 0 1,389,465 3,521,175
Delhi 3,000(2) 3.9 20.0000 May 25, 2003 0 37,734 95,624
R. M. Hernandez.............. Marathon 60,000(2) 7.6 18.6250 May 25, 2003 0 702,792 1,781,004
Steel 10,000(2) 3.3 44.1875 May 25, 2003 0 277,893 704,235
Delhi 4,000(2) 5.2 20.0000 May 25, 2003 0 50,312 127,499
J. L. Frank.................. Marathon 25,000(2) 3.2 18.6250 May 25, 2003 0 292,830 742,085
Steel 3,000(2) 1.0 44.1875 May 25, 2003 0 83,368 211,271
Delhi 1,000(2) 1.3 20.0000 May 25, 2003 0 12,578 31,875
All Stockholders............. Marathon N/A N/A N/A N/A 0 3,356,786,883 8,506,714,455
Steel N/A N/A N/A N/A 0 1,954,384,926 4,952,792,148
Delhi N/A N/A N/A N/A 0 116,759,011 295,889,625
All Optionees................ Marathon 784,425 100% 18.6250 N/A 0 9,188,127 23,284,401
Steel 303,475 100% 44.1875 N/A 0 8,433,358 21,371,772
Delhi 76,900 100% 20.0000 N/A 0 967,241 2,451,172
All Optionees' Gain as....... Marathon N/A N/A N/A N/A 0 0.27 0.27
% of All Stockholders Steel N/A N/A N/A N/A 0 0.43 0.43
Gain Delhi N/A N/A N/A N/A 0 0.82 0.82
</TABLE>

- ---------

(1) All options listed are currently exercisable.

(2) Options granted with tandem "SARs".

(3) The dollar amounts under these columns are the result of calculations at 0%
and at the 5% and 10% rates set by the Securities and Exchange Commission
and therefore are not intended to forecast possible future appreciation, if
any, of the price of the Marathon Stock, the Steel Stock or the Delhi Stock.
USX did not use an alternative formula for a grant date valuation, as USX is
not aware of any formula which will determine with reasonable accuracy a
present value based on future unknown or volatile factors. Amounts shown for
All Stockholders represent the potential realizable value assuming
appreciation at the rates indicated based on the exercise or base price per
share and the expiration date applicable to grants made in 1993 and the
number of outstanding shares as of December 31, 1993.

18
<PAGE> 19

OPTION EXERCISES AND YEAR-END VALUES

The following table sets forth certain information concerning options to
purchase USX common stock and stock appreciation rights ("SARs") exercised by
each executive officer named in the Summary Compensation Table during 1993
together with the total number of options and SARs outstanding at December 31,
1993 and the value of such options:

AGGREGATED 1993 OPTION/SAR EXERCISES
AND DECEMBER 31, 1993 OPTION/SAR VALUES

<TABLE>
<CAPTION>
Total Value
of Unexercised
In-The-Money
No. of Total Value No. of Options/SARs at
Shares Realized Unexercised December 31,
Underlying for All Options/SARs at 1993 for
Options/SARs Classes of December 31, All Classes
Name Exercised(1) Stock($)(1) 1993(1) of Stock($)(1)
---- ------------ ------------- --------------- ---------------
<S> <C> <C> <C> <C>
C. A. Corry............................. 30,000 440,000 525,000 0
V. G. Beghini........................... 44,200 746,605 319,000 0
T. J. Usher............................. 37,500 532,031 121,500 0
R. M. Hernandez......................... 17,200 249,550 185,200 0
J. L. Frank............................. 17,000 275,115 169,400 0
</TABLE>

- ---------

Note: All options listed above were granted with tandem SARs and are
currently exercisable.

(1) Figures by class of stock are as follows:

<TABLE>
<CAPTION>
No. of No. of
Shares Unexercised
Underlying Options/SARs at
Class of Options/SARs Value December 31,
Stock Exercised Realized($) 1993
-------- ------------ ------------ ---------------
<S> <C> <C> <C> <C>
C. A. Corry................................ Marathon -- -- 505,000
Steel 30,000 440,000 15,000
Delhi -- -- 5,000
V. G. Beghini.............................. Marathon -- -- 306,000
Steel 44,200 746,605 10,000
Delhi -- -- 3,000
T. J. Usher................................ Marathon -- -- 68,500
Steel 37,500 532,031 50,000
Delhi -- -- 3,000
R. M. Hernandez............................ Marathon -- -- 171,200
Steel 17,200 249,550 10,000
Delhi -- -- 4,000
J. L. Frank................................ Marathon -- -- 165,400
Steel 17,000 275,115 3,000
Delhi -- -- 1,000
</TABLE>

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee determines or recommends to the Board all matters
relating to the compensation of executive management employees, including the
salaries of officers (other than the officer-directors, whose salaries are
approved by the Board), and administers the Annual Incentive Compensation Plan
and 1990 Stock Plan. Compensation matters involving executive employees of
subsidiary companies, including Marathon Oil Company and Delhi Gas Pipeline
Corporation, are recommended to the subsidiary boards by the Committee.

Compensation programs for USX's executive officers are designed to attract,
retain and motivate employees who will contribute to achievement of corporate
goals and objectives. The principal elements of compensation are salaries,
annual incentive compensation awards and awards under the 1990 Stock Plan.

The ability to deduct the full amount of employee compensation costs for
income tax purposes is important to the Corporation. The Committee and the Board
have approved the Senior Executive Officer Annual Incentive Compensation Plan,
which is being submitted to the stockholders for approval elsewhere in this
proxy statement. The Plan provides for performance-based incentive compensation
which is designed to meet the requirements for a full tax deduction for awards
paid under the Plan.

19
<PAGE> 20

The salary for each executive management position is subjectively
administered within a range with a midpoint near the average midpoint for
comparable positions at companies of similar size and complexity. Salary data
are obtained from surveys coordinated by independent consultants, with each
business line having its own source of relevant data. In determining the
positioning of a specific salary within its range, including those of the
executive officers included in the Summary Compensation Table, the Committee
considers such factors as time in position, experience and demonstrated
leadership and other management skills--especially those displayed in dealing
effectively with specific problems and opportunities. The Committee gives such
weight to each factor as it deems appropriate. The results of these
determinations are reflected in the salaries listed in the Table.

Annual incentive (bonus) awards are targeted near the average of those for
comparable positions at other industrial companies. For 1993, total incentive
compensation was increased, primarily as a result of improved profit from
operations and cash flow, as measured for incentive compensation purposes, for
both Marathon Group and U.S. Steel Group compared with 1992 results and against
the 1993 annual business plans. The Delhi Group, which marked its first full
year of separate operation in 1993, accomplished its business plan objectives
for the year. Bonus awards are subjectively determined on the basis of the
consolidated pre-tax income of USX, the profit from operations and cash flow of
each Group compared with the business plan, as measured for incentive
compensation purposes, and individual performance. The Committee also takes into
account the directional aspects of the Corporation's pre-tax income and cash
flow results. The Committee is empowered to give such weight to each of these
factors as it deems appropriate in its judgment.

The annual incentive awards shown in the Summary Compensation Table reflect
the results of the Committee's decisions relating to each officer's areas of
responsibility. The greatest improvement in profit from operations and cash flow
over 1992 (as measured for incentive compensation purposes) occurred in the U.S.
Steel Group, and this is reflected in the Steel Group annual incentive awards.
The award for Mr. Hernandez reflected his individual accomplishments, primarily
in the financing and cost reduction areas, as well as the improved financial
results of the Corporation's three operating groups.

Long-term incentive compensation provides the most direct link to total
shareholder return. The 1990 Stock Plan (in which officers and other key
management employees of the Corporation and its subsidiaries participate)
authorizes the grant of stock options, stock appreciation rights and restricted
stock. The level of Marathon Stock option awards was increased in 1993 in
connection with a strategic plan to substantially increase the production levels
of crude oil and natural gas over the next several years. Decisions on vesting
of restricted stock are based on a comparison of peer group performance for
relevant businesses. To recognize the improved performance of U.S. Steel Group,
a grant of 1,000 shares of restricted stock was made to Mr. Usher. No restricted
stock was granted to Messrs. Corry, Beghini, Hernandez or Frank in 1993.

The Compensation Committee believes that the companies with whom the
Corporation competes for employees at its headquarters and business units are
not necessarily the same companies with which shareholder returns would
logically be compared. The peer groups used in the performance graphs include
the Standard & Poor's 500 Stock Index and those oil, steel and gas companies
deemed most comparable to the Corporation's businesses for measuring stock
performance. The groups of companies used for comparing compensation reflect
similarities to USX and its operating groups in such factors as line of
business, size and complexity. Therefore, the compositions of the groups of
companies used for compensation comparisons are not identical to those of the
peer groups shown in the shareholder return performance presentation.

The compensation of the CEO reflects the same elements, and the Committee
considers the same factors described above in determining the CEO's total
compensation. In addition, the CEO's leadership and effectiveness in dealing
with major corporate problems and opportunities are subjectively considered. The
Committee recognized the conclusion of a number of legal issues during the year
which had been major adverse contingencies against the Corporation for a number
of years. Total compensation for the CEO increased in 1993 over 1992, primarily
because of a higher incentive award. The Committee's decision to provide a
higher award under the Annual Incentive Compensation Plan than that for 1992
reflected the more than $600 million improvement in profit from operations
(excluding the impacts of charges from inventory market valuations and major
litigation accruals). During 1993, the Compensation Committee recommended and
the Board of Directors approved a salary increase of 4.4%, which recognized the
CEO's overall leadership and experience in his position and the relationship of
his salary to the salary range for his position.

John F. McGillicuddy
James A. D. Geier
Charles R. Lee
Paul E. Lego
David R. Whitwam

20
<PAGE> 21

SHAREHOLDER RETURN PERFORMANCE PRESENTATION

Set forth below are line graphs comparing the yearly change in cumulative
total stockholder return for each class of USX's common stock with the
cumulative total return of the Standard & Poor's 500 Stock Index and the
Standard & Poor's Domestic Integrated Oil Index, a Steel Index and a Gas Index
as defined in footnotes (3) to the graphs:

COMPARISON OF CUMULATIVE TOTAL RETURN ON $100 INVESTED IN USX COMMON STOCK
ON DECEMBER 31, 1988 VS. S&P 500 AND COMPETITOR INDEXES(1)

<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993
<S> <C> <C> <C> <C> <C> <C>
USX Common Stock(2) 100 127 113 117 98 106
S&P 500 Index 100 132 128 166 179 197
S&P Domestic Integrated Oil Index 100 144 137 128 131 138
Steel Index(3) 100 88 63 61 69 86

</TABLE>

- ---------
(1) Total return assumes reinvestment of dividends. Cumulative returns are
measured for the period December 31, 1988 through December 31, 1993, with
the value of each index set to $100 on December 31, 1988.

(2) On May 6, 1991, USX recapitalized its former single class of common stock by
redesignating it as Marathon Stock and distributing to each holder one-fifth
share of Steel Stock for each share of USX common stock held by such holder.
Consequently, for the period beginning May 7, 1991, the line depicting the
return on USX common stock reflects a composite return on the Marathon Stock
held and the Steel Stock distributed.

(3) Steel Index consists of the common stocks of Armco Inc., Bethlehem Steel
Corporation and Inland Steel Industries.

COMPARISON OF CUMULATIVE TOTAL RETURN ON $100 INVESTED IN MARATHON STOCK
ON MAY 7, 1991 VS. S&P 500 AND S&P DOMESTIC INTEGRATED OIL INDEX(1)

<TABLE>
<CAPTION>
May 7,
1991 1991 1992 1993
<S> <C> <C> <C> <C>
USX-Marathon Group Common Stock(2) 100 92 69 68
S&P Domestic Integrated Oil Index 100 88 90 95
S&P 500 Index 100 114 122 135

</TABLE>
- ---------
(1) Total return assumes reinvestment of dividends. Cumulative returns are
measured for the period May 7, 1991 through December 31, 1993, with the
value of each index set to $100 on May 7, 1991, the date of initial issuance
of Marathon Stock, as noted in footnote (2).

(2) On May 6, 1991, USX recapitalized its former single class of common stock by
redesignating it as Marathon Stock and distributing Steel Stock. The above
graph depicts the cumulative return since May 7, 1991 on $100 invested on
that date in Marathon Stock.

21
<PAGE> 22

COMPARISON OF CUMULATIVE TOTAL RETURN ON $100 INVESTED IN
STEEL STOCK ON MAY 7, 1991 VS. S&P 500 AND STEEL INDEX(1)

<TABLE>
<CAPTION>
May 7,
1991 1991 1992 1993
<S> <C> <C> <C> <C>
USX-U.S. Steel Group Common Stock(2) 100 125 161 210
S&P 500 Index 100 114 122 135
Steel Index(3) 100 105 119 147

</TABLE>

- ---------
(1) Total return assumes reinvestment of dividends. Cumulative returns are
measured for the period May 7, 1991 through December 31, 1993, with the
value of each index set to $100 on May 7, 1991, the date of initial issuance
of Steel Stock, as noted in footnote (2).

(3) Steel Index consists of the common stocks of Armco Inc., Bethlehem Steel
Corporation and Inland Steel Industries.

COMPARISON OF CUMULATIVE TOTAL RETURN ON $100 INVESTED IN
DELHI STOCK ON OCTOBER 2, 1992 VS. S&P 500 AND GAS INDEX(1)

<TABLE>
<CAPTION>
October 2,
1992 1992 1993
<S> <C> <C> <C>
USX-Delhi Group Common Stock(2) 100 104 99
S&P 500 Index 100 105 116
Gas Index(3) 100 90 119

</TABLE>

- ---------
(1) Total return assumes reinvestment of dividends and that the value of each
index was $100 on October 2, 1992.

(2) The Delhi Stock was first issued on October 2, 1992, and accordingly total
return is measured from the closing price on October 2, 1992 through
December 31, 1993.

(3) Gas Index consists of the common stocks of American Oil and Gas Corporation,
Associated Natural Gas Corporation, Tejas Gas Corporation and Western Gas
Resources, Inc.

22
<PAGE> 23

TRANSACTIONS

In the regular course of its business since January 1, 1993, USX and its
subsidiaries have had transactions with corporations of which certain
non-employee directors are executive officers. Such transactions were in the
ordinary course of business and at competitive prices and terms. USX does not
consider any such director to have a material interest in any such transaction.
USX anticipates that similar transactions will occur in 1994.

PENSION BENEFITS

The United States Steel Corporation Plan for Employee Pension Benefits ("USX
Pension Plan") is comprised of two defined benefits: the first, based on final
earnings and the second, on career earnings. Directors who have not been
employees of USX will not receive any benefits under the USX Pension Plan. The
following table shows the annual final earnings pension benefits for retirement
at age 62 (or earlier under certain circumstances), for various levels of
eligible earnings which would be payable to employees retiring with
representative years of service based on a formula of a specified percentage
(dependent on years of service) of average annual eligible earnings in the five
consecutive years of the ten years prior to retirement in which such earnings
were highest. Eligible earnings are base earnings and exclude any awards under
the Annual Incentive Compensation Plan. As of January 31, 1994, Messrs. Corry,
Usher and Hernandez have 34, 28 and 25 credited years of service, respectively.

TABLE OF PENSION BENEFITS

FINAL EARNINGS PENSION BENEFITS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Average Annual Eligible
Earnings for Highest
Five Consecutive
Years in Ten-Year Annual Benefits for Years of Service
Period Preceding --------------------------------------------------------------------
Retirement 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
---------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 17,325 $ 23,100 $ 28,875 $ 34,650 $ 40,950 $ 47,250
300,000 51,975 69,300 86,625 103,950 122,850 141,750
500,000 86,625 115,500 144,375 173,250 204,750 236,250
700,000 121,275 161,700 202,125 242,550 286,650 330,750
900,000 155,925 207,900 259,875 311,850 368,550 425,250
1,100,000 190,575 254,100 317,625 381,150 450,450 519,750
1,300,000 225,225 300,300 375,375 450,450 532,350 614,250
</TABLE>

Annual career earnings pension benefits are equal to 1% of total career
eligible earnings plus a 30% supplement. The estimated annual career earnings
benefits payable at normal retirement age 65, assuming no increase in annual
earnings, will be $131,200 for Mr. Corry, $139,600 for Mr. Usher and $127,100
for Mr. Hernandez. Benefits from the final earnings and the career earnings
reflected above are not subject to any reduction or offset for Social Security
entitlements. Benefits may be paid as an actuarially determined lump sum in lieu
of monthly pensions under both the final earnings and career earnings provisions
of the Plan.

In addition to the pension benefit described above, members of USX executive
management, which includes all of the executive officers named in the Summary
Compensation Table, except Mr. Beghini and Mr. Frank, are entitled to the
benefits shown in the table below based on bonuses paid under the Annual
Incentive Compensation Plan upon retirement after age 60 or before age 60 with
USX's consent:

SUPPLEMENTAL PENSION BENEFITS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Average Annual Bonus
for Three Highest
Years in Ten-Year Annual Benefits for Years of Service
Period Preceding --------------------------------------------------------------------
Retirement 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
---------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 23,100 $ 30,800 $ 38,500 $ 46,200 $ 53,900 $ 61,600
300,000 69,300 92,400 115,500 138,600 161,700 184,800
500,000 115,500 154,000 192,500 231,000 269,500 308,000
700,000 161,700 215,600 269,500 323,400 377,300 431,200
900,000 207,900 277,200 346,500 415,800 485,100 554,400
</TABLE>

23
<PAGE> 24

The Marathon Oil Company Retirement Plan provides non-contributory benefits
which depend on final average pay, age at retirement, the length of
participation in the Plan and various other factors. Final average pay means the
highest annual gross pay, including any annual bonus (limited to the three
highest bonuses paid), for any consecutive 36 month period during the
participant's final ten years of employment. An actuarially determined lump sum
may be paid in lieu of a monthly pension. As of January 31, 1994, Mr. Beghini
and Mr. Frank each had 36 years of credited participation, and it is estimated
that upon normal retirement at age 65 they will be entitled to receive annual
benefits of $535,632 and $295,344, respectively, assuming no increase in final
average pay.

Mr. Beghini and Mr. Frank are also eligible for further benefits under a
non-qualified retirement plan. These payments will be based upon the highest
three bonuses paid over the final ten years of employment. It is estimated that
at age 65 Mr. Beghini and Mr. Frank will be entitled to receive annual benefits
of $28,332 and $8,172, respectively, with respect to these bonuses.

In order to comply with the limitations prescribed by the Internal Revenue
Code of 1986, as amended, pension benefits will be paid directly by USX or by
Marathon, when in excess of those permitted by the Code to be paid from federal
income tax qualified pension plans.

EMPLOYMENT CONTRACTS

In order to encourage key officers to continue their dedication to their
assigned duties in the face of potentially disturbing circumstances arising from
the possibility of a change of control USX, USX has entered into agreements with
each of the executive officers named in the Summary Compensation Table, except
Mr. Frank, which provide that in the event of termination of employment under
certain circumstances following a change in control (as defined in the
agreement) the officer will be entitled to certain severance benefits. These
severance benefits (except in the case of Mr. Usher) are (i) a cash payment of
up to three times the sum of the officer's current salary plus the highest
annual bonus paid to the officer in the three years immediately preceding the
date of termination under either USX's Annual Incentive Compensation Plan or the
Marathon Bonus Plan, whichever is applicable; (ii) a cash payment in settlement
of outstanding options under USX's Stock Option Incentive Plans; (iii) life,
disability, accident and health insurance benefits for a 24 month period after
termination; (iv) a cash payment equal to the actuarial equivalent of the
difference between amounts receivable by the officer under the pension and
welfare benefit plans of USX or Marathon, whichever is applicable, and those
which would be payable if the officer had retired as of the date of termination
under conditions entitling a retiree under similar circumstances to the highest
benefits available under such pension and welfare plans and the officer had been
absent due to layoff for a one-year period ending on the date of termination;
(v) a cash payment equal to the difference between amounts receivable under the
applicable USX or Marathon Savings Fund Plan or Thrift Plan and amounts which
would have been received if the officer's savings had been fully vested and (vi)
a cash payment of the amount necessary to insure that the above-mentioned
payments are not subject to net reduction due to imposition of excise taxes
which are payable under Section 4999 of the Code. With respect to Mr. Usher, the
agreement provides for a cash payment determined by multiplying his total full
years of service with USX times two weeks of his base salary, together with
items (iv), (v) and (vi) as set forth previously. Each of the agreements is
subject to automatic annual extension unless prior notice is given by USX that
it does not wish to extend the agreement, provided that in any event the
agreement continues for two years following a "change in control." The
circumstances which occasion payment of these severance benefits are, in the
case of Mr. Corry, termination by him for any reason or by USX other than for
cause (as defined in the agreement) at any time following a "change of control;"
and in the case of Messrs. Beghini, Hernandez and Usher, termination by the
officer for "good reason" or by USX other than for "cause" at any time following
a "change in control." All the agreements provide that severance benefits are
not payable if termination is due to death, disability or retirement on or after
attaining age 65.

STOCKHOLDER PROPOSALS

Proposals of security holders intended to be presented at the 1995 annual
meeting of stockholders must be received no later than November 18, 1994 for
inclusion in the proxy statement and proxy for that meeting.

In addition, the By-Laws provide that only such business as is properly
brought before the annual meeting will be conducted. For business (other than
the election of directors) to be properly brought before the meeting by a
stockholder, the By-Laws require that notice be received by the Secretary at
least 60, but not more than 90, days prior to the meeting and that such notice
provide certain information regarding the business desired to be brought before
the annual meeting and about the stockholder giving the notice.

24
<PAGE> 25

SOLICITATION STATEMENT

The cost of this solicitation of proxies will be borne by USX. In addition
to soliciting proxies by mail, directors, officers and employees of USX, without
receiving additional compensation therefor, may solicit proxies by telephone,
telegram, in person or by other means. Arrangements also will be made with
brokerage firms and other custodians, nominees and fiduciaries to forward proxy
solicitation material to the beneficial owners of each class of common stock
held of record by such persons and USX will reimburse such brokerage firms,
custodians, nominees and fiduciaries for reasonable out-of-pocket expenses
incurred by them in connection therewith.

By order of the Board of Directors,

DAN D. SANDMAN,
Secretary

Dated, March 18, 1994

25
<PAGE> 26

ANNEX I
USX CORPORATION SENIOR EXECUTIVE OFFICER
ANNUAL INCENTIVE COMPENSATION PLAN

1. PURPOSE

The objectives of the Senior Executive Officer Annual Incentive Compensation
Plan (the "Plan") are to advance the interests of the Corporation by
providing Plan Participants with annual incentive opportunities linked
directly to specific results. It is intended that the Plan will:

(a) reinforce the Corporation's goal-setting and strategic planning
process,

(b) recognize the efforts of senior executive officers in achieving
objectives, and

(c) aid in attracting and retaining competent senior executive
officers, thus ensuring the long-range success of the Corporation.

2. DEFINITIONS

The following definitions will apply:

<TABLE>
<S> <C>
Award-- An award granted under the Senior Executive Officer Annual Incentive Compensation Plan.
Board-- The Board of Directors of USX Corporation.
Committee-- The Compensation Committee of the Board of Directors of USX Corporation, which will
consist of not less than three directors of the Corporation who are appointed by the
Board of Directors and who will not be and will not have been an officer or an employee
of the Corporation. In addition, in order to be a member of the Committee, a director
must be an "outside director" within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder.
Corporation-- USX Corporation, together with any 80% or more owned subsidiary companies.
Group-- One of the Corporation's three Groups--Marathon Group, U.S. Steel Group or Delhi Group.
Participant-- A senior executive officer who is eligible to receive incentive compensation under the
Plan.
Performance Year-- The calendar year during which the Participant performed services and for which the
Award is made.
</TABLE>

3. ADMINISTRATION

The Committee will administer the Plan and will make all other
determinations necessary under the Plan. Determinations made by the
Committee will be final and binding upon Participants and their legal
representatives and, in the case of deceased Participants, upon their
executors, administrators, estates, beneficiaries, heirs and legatees. The
terms and provisions of the Plan will be construed under and controlled by
the law of the Commonwealth of Pennsylvania.

4. PARTICIPANTS

Participants in the Plan are those who served in one of the positions listed
below for at least a portion of the year for which Awards are made:

USX Corporation Chief Executive Officer
USX Corporation Chief Financial Officer
USX Corporation General Counsel
USX Corporation Senior Vice Presidents

Marathon Oil Company President
Marathon Oil Company Executive Vice Presidents

U.S. Steel Group President
U.S. Steel Group Executive Vice Presidents

Delhi Group President

Awards made to individuals who die (in which case the Award will be made to
the estate of the Participant) or retire during the year, will be prorated
based on the period of active employment. An employee who is a participant
in any other cash incentive plan for a year or portion thereof may not
participate in the Plan for the same year or portion thereof.
<PAGE> 27

5. DETERMINATION OF AWARDS

Each Award granted under this Plan will be based upon the performance of the
Corporation and/or a Group. Performance will be evaluated using the specific
business criteria outlined in the table below. The Committee has adopted a
target level under each of the business criteria or performance measures
which must be attained in order for the Participants to be eligible to
receive the portion of the total Award specified for that performance
measure.

The Committee reserves the right to reduce the amount of an Award or
eliminate an Award that would otherwise be payable to a Participant under
the Plan. In no event will the amount of an Award payable to a Participant
for a year exceed 150 percent of such Participant's salary for the
performance year.

<TABLE>
<CAPTION>
ELIGIBLE POSITIONS
----------------------------------------------------------------------------------
USX CORPORATION
CHIEF EXECUTIVE
U.S. STEEL GROUP MARATHON OIL COMPANY OFFICER,
PRESIDENT PRESIDENT CHIEF FINANCIAL
APPLICABLE AND AND OFFICER,
PERFORMANCE EXECUTIVE EXECUTIVE DELHI GROUP GENERAL COUNSEL AND
MEASURES VICE PRESIDENTS VICE PRESIDENTS PRESIDENT SENIOR VICE PRESIDENTS
----------- ---------------- -------------------- ----------- -----------------------
<S> <C> <C> <C> <C>
Profit From Operations
U.S. Steel Group X X
Marathon Group X X
Delhi Group X X
Steel Shipments X X
Oil and Natural Gas Production
Liquid Hydrocarbon X X
Natural Gas X X
Increases in Reserves in Excess of
Annual Production
Liquid Hydrocarbon X X
Natural Gas X X
Refined Products
Sales X X
Margins X X
Natural Gas
Throughput X X
Sales X X
Worker Safety
U.S. Steel Group-Injury Frequency Rate X X
Marathon Group-Lost-Time Accidents X X
Delhi Group-Lost-Time Accidents X X
Toxic Emissions Improvements
U.S. Steel Group X X
Marathon Group X X
Delhi Group X X
Work Force Diversity X
Common Stock Performance
U.S. Steel Group X X
Marathon Group X X
Delhi Group X X
</TABLE>

6. PAYMENT OF AWARDS

Awards can be paid under the Plan only after the Committee certifies in
writing that the applicable performance measures have been satisfied.

The Compensation Committee may permit deferral of receipt of all or any
portion of an Award granted under the Plan for such period and under such
conditions as the Committee may determine, including the payment of interest
at a reasonable rate.

No Award will be paid to a Participant who quits or is discharged prior to
payment of an Award.

Unless receipt is deferred, an Award will be paid in cash as soon as
practicable following the determination of Awards. Awards are subject to
income and payroll tax withholding.

A-2
<PAGE> 28

(A) For Participants who are (or were prior to death or retirement during
the year) employees of USX Corporation (Headquarters) or U.S. Steel
Group, Awards will not be considered as part of the Participant's salary
and will not be used in the calculation of any other pay, allowance or
benefit except for provisions as stated under the Supplemental Pension
Program.

(B) For Participants who are (or were prior to death or retirement during
the year) employees of Marathon Group or Delhi Group, Awards are
included in "gross pay" for purposes of benefit calculations under the
respective retirement plans and for purposes of the respective thrift
plans unless the Award is paid after a Participant retires.

7. EFFECTIVE DATE

This Plan will become effective, upon approval by a majority of votes cast
by the shareholders, on May 2, 1994, but will relate to performance
beginning January 1, 1994 and apply each calendar year thereafter.

A-3
<PAGE> 29
USX Corporation
600 Grant Street, Pittsburgh, PA 15219-4776

You are cordially invited to attend the annual meeting on
May 2, 1994.

The Meeting will be held in the Scandinavian Ballroom of the
Radisson Plaza Hotel, 35 South 7th Street, Minneapolis, Minnesota
at 10:00 A.M. Central Daylight Saving Time.
[LOGO]
The use of attendance cards expedites registration of stockholders
at the annual meeting and is helpful to us in making arrangements
for the Meeting. If you do plan to attend, please mark the box
provided on the proxy so that an attendance card may be sent to
you. You need not sign the proxy to request an attendance card if
you wish to withhold your vote. You may also obtain an attendance
card by writing to the Secretary at the above address.

The use of an attendance card, of course, is for our mutual
convenience, and the right of a stockholder to attend without an
attendance card, upon identification, is not affected.

Dan D. Sandman
Secretary

PLEASE SIGN AND RETURN THIS 1994 PROXY IN ACCOMPANYING ENVELOPE
-----------------------------------------------------------------------------

<TABLE>
<S> <C>
The undersigned hereby appoints Charles A. Corry, Victor G. Begnini, Robert M. Hernandez and Thomas J. Usher, or any of them,
proxies to vote as herein stated on behalf of the undersigned at the annual meeting of stockholders of USX Corporation on
May 2, 1994 and any adjournment or postponement thereof and upon all other matters properly coming before the Meeting, including
the proposals set forth in the proxy statement for such Meeting with respect to which the proxies are instructed to vote as follows:

Proposals of the Board of Directors-The directors recommend a vote "FOR"
Proposal No. 1-Election of directors-Nominees: Neil A. Armstrong, John H. Filer, Robert M. Hernandez, John F. McGillicuddy and
John M. Richman
FOR all nominees -[ ] WITHHOLD AUTHORITY -[ ]
(except as indicated) to vote for all nominees

(To withhold authority to vote for any individual nominee strike out that nominee's name.)

Proposal No. 2-Election of Price Waterhouse as independent accountants FOR-[ ] AGAINST-[ ] ABSTAIN-[ ]
Proposal No. 3-Approval of Senior Executive Officer Annual Incentive Compensation FOR-[ ] AGAINST-[ ] ABSTAIN-[ ]
Plan--Establishment of Performance-Based Plan Intended to Preserve
Tax Deductibility under Section 162(m) of the Internal Revenue Code.
- -----------------------------------------------------------------------------------------------------------------------------------
Proposals of certain stockholders-The directors recommend a vote "AGAINST"
Proposal No. 4-Reporting of Additional Compensation Information FOR-[ ] AGAINST-[ ] ABSTAIN-[ ]
Proposal No. 5-Endorsement of CERES Principles FOR-[ ] AGAINST-[ ] ABSTAIN-[ ]
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] Attendance Card Requested

Dated _____________________________________________ 1994
________________________________________________________
SPECIMEN ________________________________________________________
Signature or Signatures. Please sign exactly as name appears hereon,
including representative capacity where applicable. Joint owners should
both sign.

This proxy is solicited by the Board of Directors and represents your
holdings of USX-Marathon Group Common Stock and/or USX-U.S. Steel Group
Common Stock. Unless otherwise marked, proxies are to vote FOR
Proposals 1,2, and 3 and AGAINST Proposals 4 and 5, and in their discretion
upon all other matters properly brought before the Meeting, and any
adjournment or postponement thereof.

</TABLE>

<PAGE> 30

APPENDIX

Pages 7 through 10 contain photographs of the directors, as follows:

Page 7 Neil A. Armstrong
John H. Filer
Robert M. Hernandez
John F. McGillicuddy

Page 8 John M. Richman
Victor G. Beghini
James A. D. Geier
Charles R. Lee

Page 9 Thomas J. Usher
David R. Whitwam
Jeanette G. Brown
Charles A. Corry

Page 10 Paul E. Lego
David M. Roderick
Douglas C. Yearley