USX CORP, DEF 14A, 1996-03-08

USX CORP
DEF 14A, 1996-03-08
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)

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PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

USX CORPORATION
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

USX CORPORATION
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Notes:

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[LOGO OF USX]

USX CORPORATION

USX-MARATHON GROUP COMMON STOCK
USX-U.S. STEEL GROUP COMMON STOCK
USX-DELHI GROUP COMMON STOCK

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

AND PROXY STATEMENT

Tuesday, April 30, 1996
10:00 A.M., Eastern Daylight Time

Hall of Mirrors
Omni Netherland Plaza Hotel
35 West Fifth Street
Cincinnati, Ohio

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TABLE OF CONTENTS

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<CAPTION>
Page
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Notice of Annual Meeting of Stockholders.................................. 3
Proxy Statement........................................................... 3
The Board of Directors................................................... 4
Proposals of the Board--
Proposal No. 1--Election of Directors................................... 6
Nominees for Director................................................... 6
Continuing Directors.................................................... 8
Proposal No. 2--Election of Independent Accountants..................... 10
Security Ownership....................................................... 11
Executive Compensation and Other Information............................. 13
</TABLE>

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Please Mark, Sign and Return Your Proxy Card Promptly

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[LOGO OF USX]

USX Corporation Thomas J. Usher
600 Grant Street Chairman, Board of Directors
Pittsburgh, PA & Chief Executive Officer
15219-4776

March 8, 1996

To the Stockholders:

The 1996 annual meeting of stockholders (the "Meeting") will be held in the
Hall of Mirrors of the Omni Netherland Plaza Hotel, 35 West Fifth Street,
Cincinnati, Ohio, on Tuesday, April 30 at 10:00 A.M., Eastern Daylight Time.

The election of directors and independent accountants will take place at the
Meeting. This year we will elect five Class III directors whose terms will
expire at the 1999 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.

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.

Sincerely,

/s/ T. J. Usher
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USX CORPORATION
600 Grant Street, Pittsburgh, PA 15219-4776

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
ON APRIL 30, 1996

The annual meeting of the stockholders of USX Corporation (the "Meeting")
will be held in the Hall of Mirrors of the Omni Netherland Plaza Hotel, 35
West Fifth Street, Cincinnati, Ohio, on Tuesday, April 30, 1996 at 10:00 A.M.,
Eastern Daylight Time, for the following purposes:

To elect five Class III directors;

To elect independent accountants for 1996; and

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 1, 1996 are entitled to
vote at the Meeting.

By order of the Board of Directors,

Dan D. Sandman,

Secretary

Dated, March 8, 1996
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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 1996 annual meeting of stockholders (the "Meeting") to be held on
April 30, 1996 in the Hall of Mirrors of the Omni Netherland Plaza Hotel, 35
West Fifth Street, Cincinnati, Ohio. 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 1, 1996. 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 and for the election of Price Waterhouse LLP as in-
dependent accountants for 1996. 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 to-
gether 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. Abstentions are counted as votes present and enti-
tled to vote and have the effect of votes against a particular matter. 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. Both abstentions
and broker non-votes are counted in determining the presence of a quorum.

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The Board has adopted a policy on confidential voting with respect to prox-
ies. The policy, which will be applicable to voting in connection with the
Meeting, provides stockholders confidentiality in voting. Accordingly, all ex-
ecuted proxy cards and ballots which identify stockholders are held perma-
nently confidential, except (i) as necessary to meet any applicable legal re-
quirements, (ii) in limited circumstances, such as contested proxy
solicitations, and (iii) to allow inspectors of election to tabulate and cer-
tify the vote. The tabulators, who are currently employees of USX, and the in-
spectors 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 1, 1996, there were outstanding
287,399,738 shares of Marathon Stock, 83,214,496 shares of Steel Stock and
9,446,769 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 1.855 votes and .573 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 enti-
tled to cast has been calculated using a formula based on time-weighted aver-
age 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 pe-
riod ending on February 23, 1996, as provided in USX's Certificate of Incorpo-
ration. 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 8, 1996.

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, Or-
ganization and Corporate Governance, and Public Policy Committees and the Com-
mittee on Financial Policy.

THE AUDIT COMMITTEE has oversight responsibility for ensuring the integrity
of the financial reports of USX, determining that the administrative, opera-
tional 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 staff and the indepen-
dent 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 in-
dependent accountants and USX's internal auditors, approves the audit fee pay-
able to the independent accountants and reviews audit results. It also has
been assigned the responsibility of reviewing matters pertaining to poten-
tially 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 Se-
curities and Exchange Commission (the "Commission"). Mr. Armstrong, Dr. Brown
and Messrs. Corry, Marshall, McGillicuddy, Schofield, Snow 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 ex-
ecutive management, for approving the salaries of officers (other than the of-
ficer-directors, whose salaries are approved by the Board) and for administra-
tion of the Annual Incentive Compensation Plan and the Senior Executive
Officer Annual Incentive Compensation Plan. The Committee also approves grants
of options, stock appreciation rights and restricted stock under, and adminis-
ters, 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 re-
lating to employee benefits. Its members are Messrs. Lee, Lego, McGillicuddy
and Schofield, and Mr. McGillicuddy is Chairman.

THE ORGANIZATION AND CORPORATE GOVERNANCE COMMITTEE makes recommendations to
the Board concerning the appropriate size and composition of the Board, in-
cluding candidates for election as directors, the composition and functions of
committees of the Board, the compensation of non-employee directors, and all
matters relating to the development and effective functioning of the Board. It
also confers with USX's management concerning plans for succession to execu-
tive management positions and assesses and makes recommendations concerning
overall corporate governance to the extent specific matters are not the as-
signed responsibility of other committees of the Board. The Organization and
Corporate Governance Committee, in recommending candidates for election as di-
rectors, 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

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they have broad knowledge and experience in business and society in general.
The Organization and Corporate Governance 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 Organ-
ization and Corporate Governance Committee. Messrs. Armstrong, Corry, Lego,
Richman, Schofield and Yearley are members of the Organization and Corporate
Governance Committee, and Mr. Yearley is Chairman.

THE PUBLIC POLICY COMMITTEE reviews and makes recommendations to the Board
concerning corporate policy in connection with community and governmental re-
lations, codes of conduct, environmental, safety and OSHA matters, investor
relations, trade matters and other broad social, political and public issues.
Mr. Armstrong, Dr. Brown and Messrs. Lee, Lego, Marshall, McGillicuddy, Rich-
man and Snow 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. Corry, Hernandez, Lee, Marshall,
Richman, Snow and Yearley, and Mr. Hernandez is Chairman.

The Board of Directors met eight times in 1995. The Audit Committee met six
times in 1995, the Compensation Committee five times, the Organization and
Corporate Governance 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 also attend as many of the meetings as is possible.
During 1995, attendance of the directors averaged 92%.

COMPENSATION OF DIRECTORS

Directors who are officers or employees of USX or of its subsidiaries re-
ceive 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 $28,000,
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 $1,600 for each Board
or committee meeting attended. The USX Corporation Non-Employee Director Re-
tirement Benefit Program provides 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, 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. 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 surviving spouse. Bene-
fits under the Program 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 pay-
able. 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-em-
ployee 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-em-
ployee 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 re-
tirement 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. James A.D. Geier, who was a member of the Com-
pensation, Organization and Corporate Governance, and Public Policy Commit-
tees, retired with distinction on December 31, 1995 after eleven years of
service.

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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 di-
vided into three classes: Class I, Class II and Class III, each class to con-
sist, 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 sixteen, pursuant to the provi-
sions of the By-Laws. The current five Class III directors are nominees for
election this year for a three-year term expiring at the 1999 annual meeting.
All of the nominees (except Mr. Schofield, who was elected by the directors ef-
fective June 1, 1994) and all of the continuing Class I and Class II directors
(except Mr. Snow, who was elected by the directors effective March 1, 1995 and
Mr. Wilhelm, who was elected by the directors effective July 25, 1995) 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, seven have
top executive experience with a wide variety of businesses, one was with the
National Aeronautics and Space Administration and served as a university pro-
fessor before entering business, one had a career as a distinguished chemist
before becoming an educator and one has a distinguished career in education in
addition to service as a member of the President's Cabinet. 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.

NOMINEES FOR CLASS III DIRECTOR--TERM EXPIRES 1999
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[PHOTO APPEARS JEANETTE G. BROWN Director since 1993 Age: 67
HERE]
RETIRED DIRECTOR OF CORPORATE RESEARCH, BP AMERICA. Dr.
Brown graduated from Ohio University in 1950 with a BS de-
gree and received an MS degree from Western Reserve Univer-
sity in 1958. She holds seven D.Sc. (hon.) degrees. Dr.
Brown completed the Executive Management School, University
of California, Berkeley. From 1950 to 1988 she was employed
by BP America (formerly The Standard Oil Company) in vari-
ous research positions. She retired as director of corpo-
rate research, environmental and analytical sciences. She
is a director of AGA Gas, Inc., The BF Goodrich Company,
BDM International, Inc., McDonald & Co. Investments, Inc.
and Diatrac Holdings, Inc. Dr. Brown is a trustee of the
Ohio University Foundation and was Distinguished Visiting
Professor and Director, Research Enhancement there from
1989-1995. She was appointed to the Ohio Boards of Regents
in 1995, and is chair of the Board of Trustees of The
Cleveland Scholarship Programs, Inc. She also serves on the
White House Joint High Level Advisory Panel on US/Japan
Science and Technology Agreements.

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[PHOTO APPEARS CHARLES A. CORRY Director since 1988 Age: 64
HERE] RETIRED CHAIRMAN OF THE BOARD & CHIEF EXECUTIVE OFFICER,
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. 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. 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,
the position he held until his retirement on June 30,
1995. Mr. Corry serves as Chairman of the Executive
Committee of the Board. He is a director of GenCorp Inc.,
Mellon Bank Corporation and Transtar, Inc., a member of
the Federal Judicial Nominating Commission and a member of
The Business Council.

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[PHOTO APPEARS PAUL E. LEGO Director since 1988 Age: 65
HERE] RETIRED CHAIRMAN, WESTINGHOUSE ELECTRIC CORPORATION
(BROADCASTING, POWER GENERATION SYSTEMS, TRANSPORT
TEMPERATURE CONTROL). 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 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
Chairman of the Board of Commonwealth Aluminum Corporation
and a director of Consolidated Natural Gas Company,
Lincoln Electric Company, and PNC Bank Realty Holding
Company; 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.

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[PHOTO APPEARS SETH E. SCHOFIELD Director since 1994 Age: 56
HERE] RETIRED CHAIRMAN AND CHIEF EXECUTIVE OFFICER, USAIR GROUP,
INC. (A MAJOR AIRLINE COMPANY). Mr. Schofield graduated
from the Harvard Business School Program for Management
Development in 1975. He served in various corporate staff
positions since joining USAir in 1957 and became executive
vice president-operations in 1981. Mr. Schofield served as
president and chief operating officer from 1990 until
1991. He was elected president and chief executive officer
in 1991 and became chairman of the boards of USAir Group
and USAir, Inc. in 1992. He retired in January 1996. Mr.
Schofield is a director of Calgon Carbon Corp., the Erie
Insurance Group, DeSai Investment Corporation and PNC
Bank, N.A.

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[PHOTO APPEARS DOUGLAS C. YEARLEY Director since 1992 Age: 60
HERE] 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
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 Martin Corporation, J.P.
Morgan & Co., Inc., Morgan Guaranty Trust Company of New
York and Southern Peru Copper Corporation; a member of the
Policy Committee of The Business Roundtable; chairman of
the International Copper Association; vice chairman of the
National Mining Association Board; director of the Copper
Development Association; member of The Business Council;
and trustee of the Phoenix Art Museum.

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CONTINUING CLASS I DIRECTORS--_TERM EXPIRES 1997

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[PHOTO APPEARS NEIL A. ARMSTRONG Director since 1984 Age: 65
HERE] 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 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 CINergy Corp.,
Cincinnati Milacron Inc., Eaton Corporation, RMI Titanium
Company and Thiokol Corporation and is a member of the
National Academy of Engineering.

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[PHOTO APPEARS ROBERT M. HERNANDEZ Director since 1991 Age: 51
HERE]
VICE CHAIRMAN & 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 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 and vice chairman &
chief financial officer in 1994. Mr. Hernandez is a
director and chairman of RMI Titanium Company; a director
of Marinette Marine Corporation and ACE Limited; a trustee
of the Compass Capital Funds; a member of the boards of
trustees of the Allegheny Health, Education and Research
Foundation and of Allegheny General Hospital; a director
of the Pennsylvania Chamber of Business and Industry; and
a member of the Pennsylvania Business Roundtable.

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[PHOTO APPEARS JOHN F. MCGILLICUDDY Director since 1984 Age: 65
HERE] 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 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, Southern Peru Copper Corporation, UAL
Corporation, Kelso & Co., and Empire Blue Cross and Blue
Shield. He is a member of The Business Council and a
trustee emeritus of Princeton University.

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[PHOTO APPEARS JOHN M. RICHMAN Director since 1985 Age: 68
HERE]
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 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 ceased being a vice
chairman of the board in 1989 and a director in 1994. He
is a director of BankAmerica Corporation and Bank of
America NT&SA, R. R. Donnelley & Sons Company and the
Evanston Hospital Corporation; a trustee of Northwestern
University, the Johnson Foundation and the Chicago
Symphony Orchestra; and a member of The Business Council.

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[PHOTO APPEARS JOHN W. SNOW Director since 1995 Age: 56
HERE] CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER, CSX
CORPORATION (A MAJOR TRANSPORTATION COMPANY). Mr. Snow did
undergraduate work at Kenyon College and the University of
Toledo, received a Ph.D. in economics from the University
of Virginia and earned a law degree from George Washington
University Law School. Following an academic career as an
economics and law professor and several high-level
presidential appointments with the U.S. Department of
Transportation and the National Highway Traffic Safety
Administration, Mr. Snow joined CSX in 1977 as vice-
president--government affairs for Chessie System Inc.
After a number of other senior management assignments, he
was elected president and chief operating officer of CSX
in 1988, president and chief executive officer in 1989 and
chairman, president and chief executive officer in 1991.
Mr. Snow is a director of NationsBank Corp., Bassett
Furniture Industries Inc. and Textron Inc. He is also
chairman of the Association of American Railroads; a
member of the boards of trustees of The Johns Hopkins
University and of the University of Virginia Darden School
Foundation; chairman of the Business Roundtable and a
member of The Business Council.

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

CONTINUING CLASS II DIRECTORS--TERM EXPIRES 1998

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

[PHOTO APPEARS VICTOR G. BEGHINI Director since 1990 Age: 61
HERE] 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 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 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.

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

[PHOTO APPEARS CHARLES R. LEE Director since 1991 Age: 56
HERE] CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER, GTE
CORPORATION (TELECOMMUNICATIONS). Mr. Lee received a
Bachelor's degree in metallurgical engineering from
Cornell University and an MBA with distinction 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 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
December 1988 and elected to his present position in May
1992. Mr. Lee is a director of The Procter & Gamble
Company, the Stamford Hospital Foundation, the New
American Schools Development Corporation and United
Technologies Corporation. He is a member of The Business
Council, the Business Roundtable, The Conference Board and
the New American Realities Committee of the National
Planning Association. He is also a member of the Harvard
Business School's Board of Directors of the Associates and
a trustee of Cornell University.

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

[PHOTO APPEARS RAY MARSHALL Director since 1994 Age: 67
HERE]
PROFESSOR, UNIVERSITY OF TEXAS. Dr. Marshall graduated
from Millsaps College in 1949 with a BA degree and re-
ceived an MA in Economics from the Louisiana State Univer-
sity in 1950 and a PhD in economics from the University of
California at Berkeley in 1954. From 1962 to 1967, Dr.
Marshall was a professor of economics at the University of
Texas at Austin. He was chairman of the department of eco-
nomics and held the chair of Alumni Professor of Economics
at the University of Kentucky from 1967 to 1969. He re-
turned to the University of Texas as chairman of the de-
partment of economics and director of the Center for the
Study of Human Resources in 1969. In 1977 Dr. Marshall be-
came the U.S. Secretary of Labor under the Carter adminis-
tration. Dr. Marshall currently holds the Audre and Ber-
nard Rapoport Centennial Chair in Economics and Public
Affairs at the University of Texas at Austin.

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

9
<PAGE>

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

[PHOTO APPEARS THOMAS J. USHER Director since 1991 Age: 53
HERE] CHAIRMAN OF THE BOARD & CHIEF EXECUTIVE OFFICER, 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
1979, he held a number of management positions at USX's
South and Gary Works. He was elected executive vice
president-heavy products in 1986, president-U.S. Steel
Group and director of USX in 1991, president & chief
operating officer of USX in 1994 and chairman of the board
and chief executive officer effective July 1, 1995. He 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 of the American Iron
and Steel Institute; a member of the Policy Committee of
the Business Roundtable; Director and Chairman of the
U.S.-Korea Business Council; and a member of the Board of
Trustees of the University of Pittsburgh and of the Board
of the Extra Mile Education Foundation.

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

[PHOTO APPEARS PAUL J. WILHELM Director since 1995 Age: 54
HERE] PRESIDENT-U.S. STEEL GROUP, USX CORPORATION. Mr. Wilhelm
received a BS degree in mechanical engineering from
Carnegie-Mellon University in 1964 and joined USX
following graduation. After holding a number of management
positions, Mr. Wilhelm in 1992 was elected vice president-
technology & management services for the U.S. Steel Group.
In 1993 he was named president of USS/Kobe Steel Company,
a joint venture between subsidiaries of USX and Kobe Steel
Ltd. Mr. Wilhelm was elected vice president-operations of
the U.S. Steel Group in 1994 and was elected to his
current position the same year. He is a member of the
Association of Iron & Steel Engineers and the American
Iron & Steel Institute, serves on the board of the Japan-
America Society of Pennsylvania and is a member of the
board of trustees of Carnegie Mellon University.

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

PROPOSAL NO. 2--ELECTION OF INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP ("Price Waterhouse") has served as independent accoun-
tants of USX for many years. It is believed that the knowledge of USX's busi-
ness and its organization gained through this period of service is very valua-
ble. 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 au-
dit 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 1995, Price Waterhouse performed professional services princi-
pally 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 Se-
curities and Exchange Commission and other agencies.

10
<PAGE>

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, 1995, 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 32,733,770/(1)/ 11.39/(1)/
75 State Street
Boston, MA 02109
Includes:
Vanguard/Windsor Fund, Inc. 24,027,200/(2)/ 8.36/(2)/
P.O. Box 2600
Malvern, PA 19355
Steel Stock Norwest Corporation and its 4,394,339/(3)/ 5.3/(3)/
subsidiaries: Norwest Colorado, Inc.
and Norwest Bank Colorado,
National Association
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-1026
Delhi Stock First Pacific Advisors, Inc. 1,015,600/(4)/ 10.8/(4)/
11400 West Olympic Boulevard
Suite 1200
Los Angeles, CA 90064
Delhi Stock The Southern 909,700/(5)/ 9.63/(5)/
Fiduciary Group Inc.
2325 Crestmoor Road,
Suite 202
Nashville, TN 37215
Delhi Stock Bankers Trust New York 572,600/(6)/ 6.1/(6)/
Corporation and its subsidiaries:
Bankers Trust Company and BT Australia Limited
P.O. Box 318
Church Street Station
New York, NY 10008
Delhi Stock FMR Corp. 621,200/(7)/ 6.58/(7)/
82 Devonshire Street
Boston, MA 02109
</TABLE>
- -------
/(1)/Based on Schedule 13G dated February 9, 1996 which indicates that Welling-
ton Management Company had sole voting power over no shares, shared voting
power over 3,052,370 shares, sole dispositive power over no shares and
shared dispositive power over 32,733,770 shares. Included in the shares
reported are 24,027,200 shares with respect to which Vanguard/Windsor
Fund, Inc. is also deemed to be a beneficial owner. See footnote (2).
/(2)/Based on Schedule 13G dated February 2, 1996 which indicates that
Vanguard/Windsor Fund, Inc. had sole voting power over 24,027,200 shares,
shared voting power over no shares, sole dispositive power over no shares
and shared dispositive power over 24,027,200 shares. Wellington Management
Company is also deemed to be a beneficial owner of these shares. See foot-
note (1).
/(3)/Based on Schedule 13G dated January 25, 1996 which indicates that Norwest
Corporation had sole voting power over 3,630,172 shares, shared voting
power over 1,704 shares, sole dispositive power over 4,388,304 shares and
shared dispositive power over 843 shares; that Norwest Colorado, Inc. had
sole voting power over 3,556,839 shares, shared voting power over 1,585
shares, sole dispositive power over 4,319,648 shares and shared disposi-
tive power over 750 shares; and that Norwest Bank Colorado, National Asso-
ciation had sole voting power over 3,556,839 shares, shared voting power
over 1,585 shares, sole dispositive power over 4,319,648 shares and shared
dispositive power over 750 shares.
Footnotes continued on next page

11
<PAGE>

/(4)/Based on Schedule 13G dated February 13, 1996 which indicates that First
Pacific Advisors, Inc. had sole voting power over no shares, shared voting
power over 973,600 shares, sole dispositive power over no shares and
shared dispositive power over 1,015,600 shares.
/(5)/Based on Schedule 13G dated December 31, 1995 which indicates that The
Southern Fiduciary Group Inc. had sole voting power over 504,475 shares,
shared voting power over no shares, sole dispositive power over 909,700
shares and shared dispositive power over no shares.
/(6)/Based on Schedule 13G dated December 31, 1995 which indicates that Bankers
Trust Company had sole voting power over 47,600 shares, shared voting
power over no shares, sole dispositive power over 61,800 shares and shared
dispositive power over no shares; and that BT Australia Limited had sole
voting power over 510,800 shares, shared voting power over no shares, sole
dispositive power over 510,800 shares and shared dispositive power over no
shares.
/(7)/Based on Schedule 13G dated February 14, 1996 which indicates that FMR
Corp. had sole voting power over no shares, shared voting power over no
shares, sole dispositive power over 621,200 shares and shared dispositive
power over no shares.

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, 1996, by each director, by
each executive officer named in the Summary Compensation Table and by all di-
rectors and executive officers as a group. No director or executive officer
beneficially owned, as of January 31, 1996, 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)/.......................... 509,559 53,140 13,412
Jeanette G. Brown..................................... 1,012 1,011 1,000
Charles A. Corry/(1)/ /(2)/........................... 674,417 80,000 11,000
J. Louis Frank/(1)/ /(2)/............................. 225,531 10,643 2,000
Robert M. Hernandez/(1)/ /(2)/ /(3)/.................. 291,896 57,842 25,009
Charles R. Lee........................................ 2,000 1,200 1,000
Paul E. Lego.......................................... 1,572 302 1,000
Ray Marshall.......................................... 1,023 1,019 1,000
John F. McGillicuddy.................................. 2,000 400 1,000
John M. Richman....................................... 1,700 340 1,000
Seth E. Schofield..................................... 1,028 1,022 1,000
John W. Snow.......................................... 1,000 1,000 1,000
Thomas J. Usher/(1)/ /(2)/............................ 216,972 178,721 9,000
Paul J. Wilhelm/(1)//(2)/............................. 32,769 75,508 1,000
Douglas C. Yearley.................................... 1,000 1,000 1,000
All Directors and Executive Officers
as a group (42 persons)/(1)/ /(2)/ /(4)/............. 3,206,309 907,479 232,607
</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. Usher: Marathon Stock 158,000, Steel Stock 142,500, Delhi
Stock 9,000; Mr. Corry: Marathon Stock 615,000, Steel Stock 80,000, Delhi
Stock 10,000; Mr. Beghini: Marathon Stock 389,750, Steel Stock 26,250,
Delhi Stock 8,000; Mr. Wilhelm: Marathon Stock 18,450, Steel Stock 55,850,
Delhi Stock 1,000; Mr. Hernandez: Marathon Stock 239,700, Steel Stock
43,500, Delhi Stock 10,000; Mr. Frank: Marathon Stock 186,320, Steel Stock
8,680, Delhi Stock 2,000; and all directors and executive officers as a
group: Marathon Stock 2,517,040, Steel Stock 683,870 and Delhi Stock
168,700.
/(3)/As of January 31, 1996 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 benefi-
cial ownership of such stock.
/(4)/Total shares beneficially owned in each case constitute less than one per-
cent of the outstanding shares of each class.
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. Four officers,
Kevin M. Henning, Ronnie S. Keisler, John V. Parziale and Riad N. Yammine,
were late in filing Form 3s. However, there were no failures to timely report
any transactions.

12
<PAGE>

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table sets forth certain information concerning the compensa-
tion awarded to, earned by or paid to, the chief executive officers and the
other four most highly compensated executive officers of USX for services ren-
dered in all capacities during 1995, 1994 and 1993:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation(4)
---------------------------------------------------- -------------------------
Other Restricted All Other
Name and Salary and Bonus Annual Stock Award(s) Options Compensation
Principal Position Year Salary($) Bonus($) Total($) Compensation($) ($)(1) SARs(#)(2) ($)(3)
------------------ ---- --------- -------- ---------------- --------------- -------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
T. J. Usher............. 1995 675,000 900,000 1,575,000 4,646 1,838,203 130,000 65,029
Chairman & Chief
Executive Officer 1994 528,500 500,000 1,028,500 5,805 75,195 58,000 49,916
(effective July 1,
1995)
1993 485,000 385,000 870,000 7,759 37,797 73,000 41,629
C. A. Corry............. 1995 490,000 735,000 1,225,000 18,982 0 0 62,828
Chairman & Chief
Executive Officer 1994 977,500 1,200,000 2,177,500 8,052 80,106 200,000 81,336
(through June 30,1995)
1993 946,667 750,000 1,696,667 7,571 0 200,000 71,089
V. G. Beghini........... 1995 667,500 625,000 1,292,500 0 947,042 73,000 77,475
Vice Chairman--
Marathon Group 1994 634,167 475,000 1,109,167 0 8,544 58,000 66,425
and President--
Marathon Oil 1993 584,167 335,000 919,167 0 0 93,000 54,900
Company
P. J. Wilhelm........... 1995 320,833 450,000 770,833 2,699 720,078 55,000 33,666
President--U.S.
Steel Group /(5)/ 1994 61,000 52,000 113,000 0 24,106 0 18,870

1993 89,000 60,000 149,000 0 12,373 10,000 3,589
R. M. Hernandez......... 1995 475,000 550,000 1,025,000 6,080 612,734 59,000 46,931
Vice Chairman & Chief
Financial Officer 1994 429,167 450,000 879,167 4,621 24,025 49,000 36,940

1993 375,000 325,000 700,000 2,547 0 74,000 29,615
J. L. Frank............. 1995 335,000 320,000 655,000 0 292,500 22,000 39,265
Executive Vice
President-- 1994 321,000 268,000 589,000 0 2,550 18,000 35,340
Refining, Marketing
& Transportation, 1993 308,500 200,000 508,500 0 0 29,000 30,435
Marathon Oil Company
</TABLE>
- -------
/(1)/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, 1995, 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
17).

<TABLE>
<CAPTION>
Unvested Restricted Shares
Vesting Schedule Aggregate Holdings
------------------------------------------------- ----------------------------
May May May Value as of
Class of 1996 1997 1998 Class of December 31,
Date Granted Stock (Shares) (Shares) (Shares) Stock Shares 1995($)
------------- -------- -------- -------- -------- -------- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
T. J. Usher............. July 25, 1995 Marathon 9,750 9,750 9,750 Marathon 48,750 941,484
Steel 5,250 5,250 5,250 Steel 26,250 808,828
---------
Total 1,750,312
V. G. Beghini........... July 25, 1995 Marathon 5,200 5,200 5,200 Marathon 25,116 485,053
Steel 2,800 2,800 2,800 Steel 13,524 416,708
---------
Total 901,761
P. J. Wilhelm........... July 25, 1995 Marathon 1,750 1,750 1,750 Marathon 8,750 168,984
Steel 3,250 3,250 3,250 Steel 16,250 500,703
---------
Total 669,687
R. M. Hernandez......... July 25, 1995 Marathon 3,250 3,250 3,250 Marathon 16,250 313,828
Steel 1,750 1,750 1,750 Steel 8,750 269,609
---------
Total 583,437
J. L. Frank............. July 25, 1995 Marathon 3,000 3,000 3,000 Marathon 15,000 289,688
Steel 0 0
---------
Total 289,688
</TABLE>
/(2)/All option shares listed were granted with tandem stock appreciation
rights ("SARs").
Footnotes continued on next page

13
<PAGE>

/(3)/This column includes amounts contributed by USX under the USX Savings Fund
Plan or the Marathon Thrift Plan and the related supplemental savings
plans. Such amounts for 1995 are $33,750, $24,500, $77,475, $16,042,
$23,750 and $39,265 for Messrs. Usher, Corry, Beghini, Wilhelm, 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 1995, these amounts are $31,279,
$38,328, $17,624 and $23,181 for Messrs. Usher, Corry, Wilhelm and
Hernandez, respectively.
/(4)/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>
T. J. Usher.............................. 1995 Marathon 950,625 84,500
Steel 887,578 42,500
Delhi 0 3,000
1994 Marathon 10,625 5,000
Steel 64,570 50,000
Delhi 0 3,000
1993 Marathon 4,656 20,000
Steel 33,141 50,000
Delhi 0 3,000
C. A. Corry.............................. 1995 Marathon 0 0
Steel 0 0
Delhi 0 0
1994 Marathon 47,804 130,000
Steel 32,302 65,000
Delhi 0 5,000
1993 Marathon 0 180,000
Steel 0 15,000
Delhi 0 5,000
V. G. Beghini............................ 1995 Marathon 489,762 59,750
Steel 457,280 11,250
Delhi 0 2,000
1994 Marathon 5,100 50,000
Steel 3,444 5,000
Delhi 0 3,000
1993 Marathon 0 80,000
Steel 0 10,000
Delhi 0 3,000
P. J. Wilhelm............................ 1995 Marathon 170,625 8,150
Steel 549,453 45,850
Delhi 0 1,000
1994 Marathon 0 0
Steel 24,106 0
Delhi 0 0
1993 Marathon 0 0
Steel 12,373 10,000
Delhi 0 0
R. M. Hernandez.......................... 1995 Marathon 316,875 38,500
Steel 295,859 18,500
Delhi 0 2,000
1994 Marathon 14,348 30,000
Steel 9,677 15,000
Delhi 0 4,000
1993 Marathon 0 60,000
Steel 0 10,000
Delhi 0 4,000
J. L. Frank.............................. 1995 Marathon 292,500 18,320
Steel 0 3,680
Delhi 0 0
1994 Marathon 2,550 15,000
Steel 0 2,000
Delhi 0 1,000
1993 Marathon 0 25,000
Steel 0 3,000
Delhi 0 1,000
</TABLE>
/(5)/Does not include compensation paid to Mr. Wilhelm as President of USS/Kobe
Steel Company, a joint venture between subsidiaries of USX and Kobe Steel
Ltd., in 1993 and 1994.

<PAGE>

1995 OPTION/SAR GRANTS

The following table sets forth certain information concerning options and
stock appreciation rights ("SARs") granted during 1995 to each executive offi-
cer named in the Summary Compensation Table under the USX 1990 Stock Plan:

<TABLE>
<CAPTION>
% of Total Exercise
No. of Options/SARs or Base Potential Realizable Value
Options/ Granted to Price at Assumed Annual Rates of
Class of SARs Employees per Expiration Stock Price Appreciation
Name or Group Stock Granted(1) in 1995(3) Share($) Date for Option Term($)(4)
------------- -------- ---------- ------------ -------- ---------- -------------------------------
0% 5% 10%
--- -- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
T. J. Usher............. Marathon 65,000(2) 11.2 19.4375 May 30, 2005 0 794,567 2,013,596
19,500(2) 3.4 19.5000 July 25, 2005 0 239,136 606,021
Steel 32,000(2) 8.8 31.6875 May 30, 2005 0 637,699 1,616,054
10,500(2) 2.9 33.8125 July 25, 2005 0 223,277 565,828
Delhi 3,000(2) 4.5 12.6875 May 30, 2005 0 23,937 60,662
V. G. Beghini........... Marathon 50,000(2) 8.7 19.4375 May 30, 2005 0 611,205 1,548,920
9,750(2) 1.7 19.5000 July 25, 2005 0 119,568 303,011
Steel 6,000(2) 1.7 31.6875 May 30, 2005 0 119,569 303,010
5,250(2) 1.5 33.8125 July 25, 2005 0 111,639 282,914
Delhi 2,000(2) 3.0 12.6875 May 30, 2005 0 15,958 40,441
P. J. Wilhelm........... Marathon 5,000(2) 0.9 19.4375 May 30, 2005 0 61,121 154,892
3,150(2) 0.5 19.5000 July 25, 2005 0 38,630 97,896
Steel 40,000(2) 11.1 31.6875 May 30, 2005 0 797,124 2,020,068
5,850(2) 1.6 33.8125 July 25, 2005 0 124,397 315,247
Delhi 1,000(2) 1.5 12.6875 May 30, 2005 0 7,979 20,221
R. M. Hernandez......... Marathon 32,000(2) 5.5 19.4375 May 30, 2005 0 391,171 991,309
6,500(2) 1.1 19.5000 July 25, 2005 0 79,712 202,007
Steel 15,000(2) 4.1 31.6875 May 30, 2005 0 298,922 757,526
3,500(2) 1.0 33.8125 July 25, 2005 0 74,426 188,609
Delhi 2,000(2) 3.0 12.6875 May 30, 2005 0 15,958 40,441
J. L. Frank............. Marathon 15,000(2) 2.6 19.4375 May 30, 2005 0 183,362 464,676
3,320(2) 0.6 19.5000 July 25, 2005 0 40,714 103,179
Steel 3,000(2) 0.8 31.6875 May 30, 2005 0 59,784 151,505
680(2) 0.2 33.8125 July 25, 2005 0 14,460 36,644
All Stockholders........ Marathon N/A N/A 19.4375 May 30, 2005 0 3,513,186,072 8,903,140,798
N/A N/A 19.5000 July 25, 2005 0 3,524,480,827 8,931,765,673
Steel N/A N/A 31.6875 May 30, 2005 0 1,654,875,358 4,193,777,574
N/A N/A 33.8125 July 25, 2005 0 1,765,853,095 4,475,016,949
Delhi N/A N/A 12.6875 May 30, 2005 0 75,376,715 191,019,337
N/A N/A 10.2500 July 25, 2005 0 60,895,762 154,321,474
All Optionees........... Marathon 500,640 86.6 19.4375 May 30, 2005 0 6,119,873 15,509,026
77,310 13.4 19.5000 July 25, 2005 0 948,083 2,402,640
Steel 313,460 86.7 31.6875 May 30, 2005 0 6,246,662 15,830,263
48,290 13.3 33.8125 July 25, 2005 0 1,026,863 2,602,271
Delhi 65,500 97.6 12.6875 May 30, 2005 0 522,631 1,324,449
1,600 2.4 10.2500 July 25, 2005 0 10,314 26,137
All Optionees' Gain as.. Marathon N/A N/A 19.4375 May 30, 2005 0 0.17 0.17
% of All Stockholders' N/A N/A 19.5000 July 25, 2005 0 0.03 0.03
Gain Steel N/A N/A 31.6875 May 30, 2005 0 0.38 0.38
N/A N/A 33.8125 July 25, 2005 0 0.06 0.06
Delhi N/A N/A 12.6875 May 30, 2005 0 0.69 0.69
N/A N/A 10.2500 July 25, 2005 0 0.02 0.02
</TABLE>
- -------
/(1)/All options listed were exercisable on or before January 31, 1996.
/(2)/Options granted with tandem SARs, which have the same date of
exercisability as the underlying option. Upon the exercise of an SAR, an
optionee receives an amount, in cash and/or shares, equal to the excess,
for a specified number of shares, of (a) the fair market value of a share
on the date the SAR is exercised (except that for any SAR exercised during
the 10-business-day window period defined in Rule 16b-3 of the Securities
and Exchange Commission, the Compensation Committee may, in its sole dis-
cretion, establish a uniform fair market value of a share for such period
which shall not be more than the highest daily fair market value and shall
not be less than the lowest daily fair market value during such 10-busi-
ness-day period) over (b) the exercise or base price per share.
/(3)/Indicates percentage of total options granted in the applicable class of
stock.
/(4)/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 Commis-
sion and therefore are not intended to forecast possible future apprecia-
tion, 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 valu-
ation, as USX is not aware of any formula which will determine with rea-
sonable accuracy a present value based on future unknown or volatile fac-
tors. 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 1995 and the number of outstanding shares as of December
31, 1995.

15
<PAGE>

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 1995 to-
gether with the total number of options and SARs outstanding at December 31,
1995 and the value of such options:

AGGREGATED 1995 OPTION/SAR EXERCISES AND DECEMBER 31, 1995 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 1995 for
Options/SARs Classes of December 31, All Classes
Name Exercised(1) Stock($)(1) 1995(1) of Stock($)(1)
---- ------------ ----------- --------------- ---------------
<S> <C> <C> <C> <C>
T. J. Usher............. 0 0 309,500 25,313
C. A. Corry............. 0 0 705,000 424,375
V. G. Beghini........... 0 0 424,000 203,441
P. J. Wilhelm........... 0 0 75,300 0
R. M. Hernandez......... 0 0 293,200 110,625
J. L. Frank............. 0 0 197,000 76,487
</TABLE>
- -------
Note: All options listed above were exercisable on or before January 31,
1996 and, except for 10,300 shares held by Mr. Wilhelm, were granted with tan-
dem SARs.

(/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($) 1995
-------- ------------ ----------- ---------------
<S> <C> <C> <C> <C>
T. J. Usher................... Marathon 0 0 158,000
Steel 0 0 142,500
Delhi 0 0 9,000
C. A. Corry................... Marathon 0 0 615,000
Steel 0 0 80,000
Delhi 0 0 10,000
V. G. Beghini................. Marathon 0 0 389,750
Steel 0 0 26,250
Delhi 0 0 8,000
P. J. Wilhelm................. Marathon 0 0 18,450
Steel 0 0 55,850
Delhi 0 0 1,000
R. M. Hernandez............... Marathon 0 0 239,700
Steel 0 0 43,500
Delhi 0 0 10,000
J. L. Frank................... Marathon 0 0 186,320
Steel 0 0 8,680
Delhi 0 0 2,000
</TABLE>

16
<PAGE>

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Compensation programs for USX's executives are designed to attract, retain
and motivate employees who will contribute to achievement of corporate goals
and objectives. The principal elements of executive compensation are salaries,
short-term incentive (bonus) awards and long-term incentive awards, which are
currently made to executives in the form of stock options, with tandem stock
appreciation rights, and restricted stock.

The Compensation Committee is involved in decision making with respect to
all executive compensation matters, either making recommendations to the USX
or a subsidiary company board or acting on its own, whichever is appropriate.
The Committee administers the Senior Executive Officer Annual Incentive
Compensation Plan, which was adopted in 1994 and is intended to meet the
requirements for deductibility under the tax law for awards made under the
Plan, and the USX Annual Incentive Compensation Plan, as well as the
Corporation's plan under which long-term incentives are granted--the 1990
Stock Plan.

Each executive management salary is subjectively administered within a
salary range with a midpoint that is externally competitive and internally
equitable. The midpoint is externally competitive in the respect that it is
near the average midpoint for comparable positions at companies of similar
size and complexity, and it is internally equitable in the sense that it
reflects the ranking of the position in comparison with other positions in the
same organization. The data used in setting each position's midpoint are
obtained from surveys coordinated by independent consultants, with each
business line having its own source of relevant data. Ultimately, an
executive's salary level reflects a variety of factors, including time in
position and experience, with the Committee giving such weight to each factor
as it considers appropriate. While the overall decision making is subjective,
performance is given the highest weight in determining salary increases. Thus,
an executive's salary reflects, first, the relative "value" of the position,
as measured both externally and internally, such factors as time in the
position and experience, and, finally, the sustained level of performance.
Under the current salary administration philosophy, once an executive's salary
has reached the midpoint for the position, increases rarely exceed amounts
necessary to maintain the salary near the midpoint, assuming performance
merits such increases. At this level, short- and long-term incentive
opportunities provide the primary basis for any significant increases in
compensation. The results of the Committee's considerations and the salary
administration philosophy described above are reflected in the salaries shown
for the officers named in the Summary Compensation Table, which are generally
below the midpoints for their positions.

Short-term incentives are targeted to provide award opportunities near the
average of those for other industrial companies. The Senior Executive Officer
Annual Incentive Compensation Plan provides for awards based on pre-
established performance measures specifically related to the responsibilities
of Plan participants. No portion of an award related to achievement of a
specific performance measure may be paid unless performance reaches the
minimum, or threshold, level for that measure. While performance measures vary
across the Corporation, payments for 1995 were based on performance (as
measured for incentive compensation purposes) that was at or above threshold
levels for profit from operations for both the U.S. Steel and Marathon Groups,
for toxic emissions improvements for the U.S. Steel and Delhi Groups and for
worker safety for all three groups. Threshold levels were also exceeded by the
U.S. Steel Group for steel shipments; by the Marathon Group for production of
liquid hydrocarbons and natural gas, for refined product sales and refined
product margins and for stock performance; by the Delhi Group for total
systems throughput and natural gas liquid sales and by the Corporation for
workforce diversity. The Compensation Committee certified in writing prior to
payment of the awards for the year 1995 that the pre-established, applicable
performance measures required under the Plan were satisfied.

Executives who do not participate in the Senior Executive Officer Annual
Incentive Compensation Plan participate in the USX, Marathon or Delhi Annual
Incentive Compensation Plans. The primary basis for award determination under
these Plans is the degree of achievement of pre-established objectives,
including profit and cash flow, as measured for incentive compensation
purposes, as well as individual objectives. Consideration is also given to
directional changes over the previous year's performance as well as the
absolute levels of income and cash flow. Awards are subjective, since the
Committee gives such weight to the various factors as it deems appropriate.

Opportunities for payouts from long-term incentive compensation provide the
most direct link to total shareholder return. Under the 1990 Stock Plan, the
Committee may grant stock options, stock appreciation rights and/or restricted
stock. The Committee makes stock option grants that are subjectively
determined to be reasonable and in line with other compensation. The number of
shares granted generally reflects the optionee's level of responsibility, and
the classes of stock granted reflect the specific group(s) to which the
optionee's responsibilities relate. Grants are normally made once a year. If
the Committee determines that such action is desirable, it may vary the
typical grant pattern, such as by making an additional grant or by varying the
size of grant or the class of stock granted.

Since the inception of the 1990 Stock Plan, the Committee has subjectively
established, for each recipient, an annual target level of restricted stock
shares, based on the same factors as are used for granting stock options.
Shares are vested on the basis of performance. The initial grant, made in
1990, covered the five-year period ending with 1994, and subsequent grants
were made only to permit vesting at the target level for the number of years

17
<PAGE>

remaining in the period. The Committee's vesting decisions were made on the
basis of peer-group performance comparisions with relevant businesses.
Performance factors included pretax profit from operations as a percent of
sales and as a percent of capital employed, operating cash flow as a percent
of capital employed, and net operating cash flow as a percent of capital
employed. In addition, the comparison for the Marathon Group included oil and
gas reserve replacement ratio, for the U.S. Steel Group operating profit per
ton, and for the Delhi Group, total systems throughput. Vesting of restricted
stock for corporate officers was based on composite results for the three
operating groups.

A grant of stock options was made by the Compensation Committee in May 1995,
and shares of restricted stock were vested, based on 1994 performance. All
restricted shares remaining after the vesting were forfeited because the year
1994 marked the end of the five-year period. Because no shares of restricted
stock remained after the vesting decisions were made, the Committee determined
that a study of grant practices under the 1990 Stock Plan was in order. The
suitability of the types of grants, as well as the competitiveness of grant
levels, was of primary interest. The original scope of the study was then
expanded to include an overall review of the suitability of USX's executive
management compensation programs (salary as well as short- and long-term
incentives). The study, which was conducted by an independent consultant,
indicated that compensation programs were appropriately structured for USX and
its operating groups, that salaries were generally competitive and that short-
term incentive opportunity levels were appropriate and provided for award
levels that reflect actual performance. However, the study also indicated that
the predicted value of the long-term incentive grants was substantially below
competitive levels. In response to the findings of the study, the Committee,
at its July meeting, made another restricted stock grant--intended to cover
the five-year period ending 1999--and an additional stock option grant.

As a means of monitoring USX's executive compensation programs, the
Committee annually compares the salary, bonus and long-term incentive payouts
for the Chairman, the Chief Financial Officer, and the Presidents of the U.S.
Steel and Marathon Groups with the same elements for similar positions at
comparable companies. The July 1995 comparison of 1994 data revealed that the
USX salaries, individually, were not significantly different from the average,
and, as a group, were very near the average. As might be expected, some USX
bonuses were higher and some lower than the average bonuses for other
companies, reflecting varying levels of performance. Long-term incentive
payouts varied widely among companies.

With respect to the compensation comparisons discussed herein, 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 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 two individuals who served as CEO during 1995
reflects the same elements, and the Committee considers the same factors as
those described above, in determining a CEO's compensation. In addition, a
CEO's leadership and effectiveness in dealing with major Corporate problems
and opportunities are considered. The decrease in Mr. Corry's compensation
from 1994 reflects the fact that, although he remained as a director, he
retired from active employment with USX effective June 30, 1995. His 1995 base
salary remained at the same level as in December 1994. The increase in Mr.
Usher's salary reflects two promotional increases. In December of 1994, Mr.
Usher was promoted from the position of President-U.S. Steel Group to the
position of the Corporation's President and Chief Operating Officer; in July
of 1995, Mr. Usher replaced Mr. Corry as Chairman and CEO.

As compared to 1994, awards under the Senior Executive Officer Annual
Incentive Compensation Plan for 1995 were higher for Mr. Usher and for Mr.
Corry (when adjusted for a half year of service in the case of Mr. Corry). The
increases reflect substantial improvement in the company's performance as
measured by the pre-established performance measures discussed above.
Threshold levels were exceeded for more of the performance measures than in
1994, and in many cases where threshold levels were reached for both years,
1995 performance was better than 1994's performance. For example, profit from
operations (as measured for incentive compensation purposes)--which is a
heavily weighted performance factor under the Plan--increased over 63% for the
Steel Group and over 21% for the Marathon Group. For Mr. Usher, the higher
award also reflects an increase in the salary to which the award is related.

The increase in Mr. Usher's long-term incentive grants under the 1990 Stock
Plan reflects his promotion to CEO during the year, as well as the overall
increase in award levels described above. Because of his retirement, Mr. Corry
received no long-term incentive grants during 1995.

John F. McGillicuddy
James A. D. Geier
Charles R. Lee
Paul E. Lego
Seth E. Schofield

18
<PAGE>

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, 1990 VS. S&P 500 AND COMPETITOR INDEXES(1)

[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG USX, S&P500 INDEX, S&P OIL INDEX AND STEEL INDEX
Measurement period S&P500 S&P OIL STEEL
(Fiscal year Covered) USX Index Index Index

<S> <C> <C> <C> <C>
Measurement PT -
12/31/90 $100 $100 $100 $100

FYE 12/31/91 $103 $130 $ 93 $ 96
FYE 12/31/92 $ 87 $140 $ 95 $109
FYE 12/31/93 $ 94 $155 $101 $136
FYE 12/31/94 $ 91 $157 $106 $130
FYE 12/31/95 $103 $215 $120 $ 97
</TABLE>

- -------
(1) Total return assumes reinvestment of dividends. Cumulative returns are
measured for the period December 31, 1990 through December 31, 1995, with
the value of each index set to $100 on December 31, 1990.
(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 de-
picting 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 for the period December 31, 1990
through December 31, 1993 and Bethlehem Steel Corporation and Inland Steel
Industries for the period January 1, 1994 through December 31, 1995. Armco
Inc. underwent a restructuring in April 1994 whereby its carbon steel op-
erations were placed in a separately traded company, AK Steel Corporation,
rendering continuing comparison with Armco Inc. meaningless.

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)

[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG MARATHON, S&P500 INDEX AND S&P OIL INDEX
Measurement period S&P500 S&P OIL
(Fiscal year Covered) MARATHON Index Index

<S> <C> <C> <C>
Measurement PT -
5/7/91 $100 $100 $100

FYE 12/31/91 $ 92 $114 $ 88
FYE 12/31/92 $ 69 $122 $ 90
FYE 12/31/93 $ 68 $135 $ 95
FYE 12/31/94 $ 71 $136 $100
FYE 12/31/95 $ 87 $188 $114
</TABLE>

19
<PAGE>

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

[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG STEEL, S&P500 INDEX AND STEEL INDEX

Measurement period S&P500 STEEL
(Fiscal year Covered) STEEL Index Index

<S> <C> <C> <C>
Measurement PT -
5/7/91 $100 $100 $100

FYE 12/31/91 $125 $114 $105
FYE 12/31/92 $161 $122 $119
FYE 12/31/93 $210 $135 $147
FYE 12/31/94 $177 $136 $141
FYE 12/31/95 $158 $188 $106
</TABLE>

- -------
(1) Total return assumes reinvestment of dividends. Cumulative returns are
measured for the period May 7, 1991 through December 31, 1995, with the
value of each index set to $100 on May 7, 1991, the date of initial issu-
ance of Steel 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 in-
vested on that date in Steel Stock.
(3) Steel Index consists of the common stocks of Armco Inc., Bethlehem Steel
Corporation and Inland Steel Industries for the period May 7, 1991 through
December 31, 1993 and Bethlehem Steel Corporation and Inland Steel Indus-
tries for the period January 1, 1994 through December 31, 1995. Armco Inc.
underwent a restructuring in April 1994 whereby its carbon steel opera-
tions were placed in a separately traded public company, AK Steel Corpora-
tion, rendering continuing comparison with Armco Inc. meaningless.

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

[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG DELHI, S&P500 INDEX AND GAS INDEX
Measurement period S&P500 GAS
(Fiscal year Covered) DELHI Index Index

<S> <C> <C> <C>
Measurement PT -
10/2/92 $100 $100 $100

FYE 12/31/92 $104 $105 $ 90
FYE 12/31/93 $ 99 $115 $119
FYE 12/31/94 $ 65 $117 $ 87
FYE 12/31/95 $ 68 $161 $ 90
</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 De-
cember 31, 1995.
(3) Gas Index consists of the common stocks of American Oil and Gas Corpora-
tion, Associated Natural Gas Corporation, Tejas Gas Corporation and West-
ern Gas Resources, Inc. for the period October 2, 1992 through December
31, 1993 and Tejas Gas Corporation and Western Gas Resources, Inc. for the
period January 1, 1994 through December 31, 1995. American Oil and Gas
Corporation and Associated Natural Gas Corporation were acquired by other
companies in 1994, rendering continuing meaningful comparison with them
impossible.

20
<PAGE>

TRANSACTIONS

In the regular course of its business since January 1, 1995, 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 1996.

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 65 (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. As of January 31, 1996, Messrs. Usher, Wilhelm and
Hernandez have 30, 31 and 27 credited years of service, respectively. Mr.
Corry retired on June 30, 1995 with 35 credited years of service.

TABLE OF PENSION BENEFITS
<TABLE>
<CAPTION>
FINAL EARNINGS PENSION BENEFITS
- ----------------------------------------------------------------------------------
ANNUAL BENEFITS FOR YEARS OF SERVICE
-----------------------------------------------------
AVERAGE ANNUAL ELIGIBLE
EARNINGS FOR HIGHEST
FIVE CONSECUTIVE
YEARS IN TEN-YEAR
PERIOD PRECEDING
RETIREMENT 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
- ----------------------- -------- -------- -------- -------- -------- --------
<S> <C> <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 $175,496 for Mr. Usher, $75,984 for Mr. Wilhelm and $136,190
for Mr. Hernandez. Earnings for the purpose of calculating both the final
earnings and career earnings pensions are limited to base salary for services
performed, allowance for absence covered by sick leave salary continuance and
payment for absence while on regular vacation or holidays and do not include
any awards under the Annual Incentive Compensation Plan or the Senior
Executive Officer Annual Incentive Compensation Plan. Benefits under both
pension provisions are based on a straight life annuity form of benefit, which
is not subject to reduction for Social Security benefits, but, as provided by
the USX Pension Plan, the final earnings pension is subject to offset for a
pension provided outside the USX Pension Plan from a fund to which USX has
contributed and for payments made by USX pursuant to workers' compensation, or
similar laws when such payments are the result of a permanent disability.
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 and the Senior Executive Officer 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 ANNUAL BENEFITS FOR YEARS OF SERVICE
YEARS IN TEN-YEAR -------------------------------------------------------
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
1,100,000 254,100 338,800 423,500 508,200 592,900 677,600
1,300,000 300,300 400,400 500,500 600,600 700,700 800,800
</TABLE>

21
<PAGE>

The Marathon Oil Company Retirement Plan (the "Marathon Plan") provides
benefits based on final earnings. The following table shows the annual pension
benefits for retirement at age 65 for various levels of eligible earnings
which would be payable to employees retiring with representative years of
service. The table is based on a formula of a specified percentage (dependent
on years of participation in the plan) of average annual eligible earnings in
the three consecutive years of the ten prior to retirement in which such
earnings were highest.

<TABLE>
<CAPTION>
FINAL AVERAGE EARNINGS
FOR HIGHEST THREE ANNUAL BENEFITS FOR YEARS OF PARTICIPATION IN THE PLAN
CONSECUTIVE YEARS ------------------------------------------------------
IN TEN-YEAR PERIOD
PRECEDING RETIREMENT 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
---------------------- -------- -------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$100,000 $ 21,005 $ 28,006 $ 35,008 $ 42,010 $ 49,011 $ 52,512
300,000 69,005 92,006 115,008 138,010 161,011 172,512
500,000 117,005 156,006 195,008 234,010 273,011 292,512
700,000 165,005 220,006 275,008 330,010 385,011 412,512
900,000 213,005 284,006 355,008 426,010 497,011 532,512
1,100,000 261,005 348,006 435,008 522,010 609,011 652,512
1,300,000 309,005 412,006 515,008 618,010 721,011 772,512
</TABLE>

Earnings covered by the Marathon Plan include pay for hours worked, pay for
allowed hours, military leave allowance, commissions, 401(k) contributions to
the Marathon Oil Company Thrift Plan and bonuses. The benefits reflected above
are based upon a straight life annuity form of benefit and include the
applicable Social Security offset as defined by the Marathon Plan. As of
January 31, 1996, Mr. Beghini and Mr. Frank each had 38 years of credited
participation.

Mr. Beghini and Mr. Frank are also eligible for additional benefits under a
provision of a non-qualified retirement plan that relate to the bonuses earned
in the last ten years. These additional benefits are based upon the difference
between (i) the sum of the three highest bonuses paid to them during the final
ten years of their employment, and (ii) the sum of the three bonuses included
under the definition of final average earnings used in the Marathon Plan. It
is estimated that Mr. Beghini and Mr. Frank will be entitled to receive annual
benefits of $33,000 and $11,004, respectively, beginning at age 65
attributable to these additional benefits.

In order to comply with the limitations prescribed by the Internal Revenue
Code of 1986, as amended (the "Code"), 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.

CHANGE IN CONTROL ARRANGEMENTS

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 in control of USX, USX has entered into
agreements with each of the executive officers named in the Summary
Compensation Table 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 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 any annual bonus plan of USX; (ii) a cash payment in settlement of
outstanding options under any option or incentive plan of USX; (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, Marathon or Delhi, 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, Marathon or Delhi 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. 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 termination by the officer for "good reason" or by USX
other than for "cause" or "disability" at any time following a "change in
control." All the agreements provide that severance benefits are not payable
if termination is due to death or disability or is on or after attaining age
65. A "change in control" is defined as a change in control of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), whether or not USX is then subject to such
reporting requirement; provided that such a change in control shall be deemed
to have occurred if (A) any "person" (as defined in Sections 13(d) and 14(d)
of the Exchange Act but excluding USX, its subsidiaries, fiduciaries under any
USX benefit plans, underwriters temporarily holding USX securities and
corporations owned by the stockholders of USX in substantially the same
proportions as their

22
<PAGE>

ownership of stock of USX) is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
USX representing twenty percent or more of the combined voting power of USX's
then outstanding voting securities; (B) there shall cease to be a majority of
the Board comprised as follows: individuals who on the date of the agreement
constitute the Board and any new director(s) (other than a director whose
initial assumption of office is in connection with an election contest) whose
appointment or election by the Board or nomination for election by USX's
stockholders was approved by a vote of at least two-thirds of the directors
then still in office who either were directors on the date of the agreement or
whose appointment, election or nomination for election was previously so
approved; or (C) there is consummated a merger or consolidation of USX or a
USX subsidiary with any other corporation, other than a merger or
consolidation which would result in the holders of the voting securities of
USX outstanding immediately prior thereto holding securities which represent
immediately after such merger or consolidation at least 50% of the combined
voting power of the entity surviving the merger or consolidation (or the
parent of such surviving entity) or the shareholders of USX approve a plan of
complete liquidation of USX, or there is consummated the sale or other
disposition of all or substantially all of USX's assets.

STOCKHOLDER PROPOSALS

Proposals of security holders intended to be presented at the 1997 annual
meeting of stockholders must be received no later than November 8, 1996 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.

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 8, 1996

23
<PAGE>

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

You are cordially invited to attend the Annual
Meeting of Stockholders on April 30, 1996.

The Meeting will be held in the Hall of Mirrors
of the Omni Netherland Plaza Hotel,
35 West Fifth Street, Cincinnati, Ohio at
10:00 A.M. Eastern Daylight Time.

Attached are your 1996 Proxy Card and an
attendance card. The use of an attendance card,
of course, is for our mutual convenience and
your right to attend without an attendance card,
upon identification, is not affected.

Dan D. Sandman
Secretary

PLEASE SIGN, DATE AND RETURN THE ATTACHED 1996 PROXY CARD
IN THE ACCOMPANYING ENVELOPE

USX CORPORATION
ATTENDANCE CARD
1996 ANNUAL MEETING OF STOCKHOLDERS

Please present this card
at registration desk
upon arrival

TIME: PLACE:
10:00 A.M. Hall of Mirrors
Eastern Daylight Time Omni Netherland Plaza Hotel
Tuesday, April 30, 1996 35 West Fifth Street, Cincinnati, Ohio

For the personal use of the stockholder(s)
named on the attached Proxy Card
--not transferrable--

...............................................................................

PROXY CARD

The undersigned hereby appoint(s) Thomas J. Usher, Victor G. Beghini, Robert
M. Hernandez and Paul J. Wilhelm, 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 April 30, 1996 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: Jeanette G. Brown, Charles
A. Corry, Paul E. Lego, Seth E. Schofield and Douglas C. Yearley
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 LLP as independent accountants
FOR [ ] AGAINST [ ] ABSTAIN [ ]

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

[ ] I Will Attend The Annual Meeting

Signature(s)
-------------------------------

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

Dated 1996
--------------------

Please sign exactly as your 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-Delhi Group Common Stock. Unless otherwise marked, proxies are to
vote FOR Proposals 1 and 2, and in their discretion upon all other matters
properly brought before the Meeting and any adjournment or postponement
thereof.

<PAGE>

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

You are cordially invited to attend the Annual
Meeting of Stockholders on April 30, 1996.

The Meeting will be held in the Hall of Mirrors
of the Omni Netherland Plaza Hotel,
35 West Fifth Street, Cincinnati, Ohio at
10:00 A.M. Eastern Daylight Time.

Dan D. Sandman
Secretary

PLEASE SIGN, DATE AND RETURN THE ATTACHED 1996 PROXY CARD
IN THE ACCOMPANYING ENVELOPE

USX CORPORATION
ATTENDANCE CARD
1996 ANNUAL MEETING OF STOCKHOLDERS

Please present this card
at registration desk
upon arrival

TIME: PLACE:
10:00 A.M. Hall of Mirrors
Eastern Daylight Time Omni Netherland Plaza Hotel
Tuesday, April 30, 1996 35 West Fifth Street, Cincinnati, Ohio

For the personal use of the stockholder(s)
named on the attached Proxy Card
--not transferrable--

...............................................................................

PROXY CARD

Proposals of the Board of Directors--The directors recommend a vote "FOR"

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

Proposal No. 2--Election of Price Waterhouse LLP as independent accountants
FOR [ ] AGAINST [ ] ABSTAIN [ ]

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

[ ] I Will Attend The Annual Meeting

Signature(s)
-------------------------------

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

Dated 1996
--------------------

Please sign exactly as your 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 and 2, and
in their discretion upon all other matters properly brought before the Meeting
and any adjournment or postponement thereof.