<PAGE> 1
As filed with the Securities and Exchange Commission on January 25, 1996
Registration No.
--------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------
USX CORPORATION
- --------------------------------------------------------------------------------
(Exact name of issuer as specified in its charter)
Delaware 25-0996816
- -------------------------------- -----------------------
(State of Incorporation) (IRS Employer
Identification No.)
USX CORPORATION SAVINGS FUND PLAN FOR SALARIED EMPLOYEES
--------------------------------------------------------
(Full title of the Plan)
Dan D. Sandman, General Counsel and Secretary
USX CORPORATION
600 Grant Street, Pittsburgh, PA 15219-4776
(412) 433-1121
(Name, Address and Telephone No. of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================
TITLE OF SECURITIES AMOUNT BEING PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BEING REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE PRICE
<S> <C> <C> <C> <C>
USX-Marathon Group 1,000,000 $19.38 $19,380,000 $6,683
Common Stock, par
value $1 per share
USX-U.S. Steel Group 2,000,000 $32.50 $65,000,000 $22,414
Common Stock, par -------
value $1 per share
Total $29,097
- ------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-5153) by
USX Corporation (hereinafter "USX," the "Company" or the "Corporation") are
incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1994.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and
September 30, 1995.
3. Annual Report on Form 11-K of the USX Corporation's Savings Fund Plan for
Salaried Employees for the year ended December 31, 1994.
4. Current Reports on Form 8-K dated March 3, June 15, July 18, 1995, and
January 25, 1996.
5. The description of USX-Marathon Group Common Stock contained in USX's
Amendment to a Registration Statement on Form 8-A filed on April 11, 1991.
6. The description of USX-U. S. Steel Group Common Stock contained in USX's
Registration Statement on Form 8-A filed on April 11, 1991.
All documents subsequently filed by USX pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes
<PAGE> 3
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the Securities being registered has been
passed upon for the Company by J. A. Hammerschmidt, Esq., Assistant General
Counsel-Corporate for the Company. Mr. Hammerschmidt in his capacity as
Assistant General Counsel is paid a salary by the Company and participates in
various employee benefit plans offered by the Company generally.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article V of the USX's By Laws provides that USX shall indemnify to the
fullest extent permitted by law any person who is made or is threatened to be
made a party or is involved in any action, suit, or proceeding whether civil,
criminal, administrative or investigative by reason of the fact that he is or
was a director, officer, employee or agent of USX or is or was serving at the
request of USX as an officer, director, employee or agent of another
corporation, partnership, joint venture, trust, enterprise or nonprofit entity.
USX is empowered by Section 145 of the Delaware General Corporation Law,
subject to the procedures and limitations stated therein, to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of USX) by reason of the fact that such person is or was an officer,
employee, agent or director of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
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<PAGE> 4
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Corporation may
indemnify any such person against expenses (including attorney's fees) in an
action by or in the right of the Corporation under the same conditions, except
that no indemnification is permitted without judicial approval if such person is
adjudged to be liable to the Corporation. To the extent such person is
successful on the merits or otherwise in the defense of any action referred to
above, the Corporation must indemnify him against the expenses which he actually
and reasonably incurred in connection therewith.
Policies of insurance are maintained by the Corporation under which
directors and officers of USX are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or officers.
The Corporation's Certificate of Incorporation provides that no director
shall be personally liable to the Corporation or its stockholders for monetary
damages for any breach of fiduciary duty by such director as a director, except
(i) for breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
-3-
<PAGE> 5
ITEM 8. EXHIBITS
Refer to Exhibit Index following.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represents a fundamental change in the
information set forth in the registration statement;
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
-4-
<PAGE> 6
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934, and each filing of any employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
-5-
<PAGE> 7
SIGNATURES
----------
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on the
25th day of January, 1996.
USX CORPORATION
By: /s/ LEWIS B. JONES
--------------------------------
Lewis B. Jones
Vice President and Comptroller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the 25th day of January, 1996.
*THOMAS J. USHER
----------------------------------
Thomas J. Usher, Chairman of the
Board of Directors & Chief
Executive Officer and Director
*ROBERT M. HERNANDEZ
----------------------------------
Robert M. Hernandez
Vice Chairman & Chief Financial
Officer and Director
/s/ LEWIS B. JONES
----------------------------------
Lewis B. Jones
Vice President & Comptroller
-6-
<PAGE> 8
*NEIL A. ARMSTRONG
----------------------------------
Neil A. Armstrong, Director
*VICTOR G. BEGHINI
----------------------------------
Victor G. Beghini, Director
*JEANETTE GRASSELLI BROWN
----------------------------------
Jeanette Grasselli Brown, Director
*CHARLES A. CORRY
----------------------------------
Charles A. Corry, Director
*CHARLES R. LEE
----------------------------------
Charles R. Lee, Director
*PAUL E. LEGO
----------------------------------
Paul E. Lego, Director
*JOHN F. MCGILLICUDDY
----------------------------------
John F. McGillicuddy, Director
----------------------------------
Ray Marshall, Director
----------------------------------
John M. Richman
----------------------------------
Seth E. Schofield, Director
----------------------------------
John W. Snow, Director
-7-
<PAGE> 9
----------------------------------
Paul J. Wilhelm, Director
*Douglas C. Yearley
----------------------------------
Douglas C. Yearley, Director
/s/ LEWIS B. JONES
----------------------------------
*By: Lewis B. Jones
Attorney-in-Fact
-8-
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<S> <C>
3 USX's Restated Certificate of Incorporation dated
November 1, 1993. (Incorporated by reference to
Exhibit 3.1 to USX's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1993.)
5 Opinion of J. A. Hammerschmidt, Esq., Assistant
General Counsel-Corporate of USX Corporation.
23(a) Consent of Price Waterhouse LLP.
23(b) Consent of J. A. Hammerschmidt, Esq., Assistant
General Counsel of USX Corporation (contained in his
opinion annexed hereto as Exhibit 5).
24 Powers of Attorney for Directors of USX Corporation.
</TABLE>
-9-
<PAGE> 1
USX Corporation Fax: 412 433 2811 LAW DEPARTMENT
600 Grant Street
Pittsburgh, PA 15219-4776
EXHIBIT 5
January 25, 1996
USX
Board of Directors
USX Corporation
600 Grant Street
Pittsburgh, Pennsylvania 15219-4776
Attention: Mr. Thomas J. Usher
Chairman, Board of Directors
Gentlemen:
I am Assistant General Counsel-Corporate of USX
Corporation, a Delaware corporation ("USX"). I, or attorneys
subject to my supervision, have served as counsel to USX in
connection with the proposed issuance of up to 1,000,000 shares
of USX-Marathon Group Common Stock and 2,000,000 shares of
USX-U. S. Steel Group Common Stock (the "Shares") in connection
with the USX Corporation Savings Fund Plan for Salaried
Employees and in the preparation and filing with the Securities
and Exchange Commission of a Registration Statement on Form S-8
("Registration Statement") relating to such Shares.
As Assistant General Counsel-Corporate of USX, I am
familiar with USX's Restated Certificate of Incorporation and
By-Laws. I am also familiar with the resolution adopted by
USX's Board of Directors on September 28, 1993 authorizing the
issuance of the Shares. I have examined the Registration
Statement and have examined or caused to be examined such other
documents, corporate records and certificates of corporate
officers and public officials as I have deemed relevant or
necessary to giving the opinion set forth below.
Based on the foregoing, I am of the opinion that the
issuance of the Shares has been approved by all necessary
corporate action and that when the Shares are sold they will be
legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement.
Very truly yours,
/s/ JOHN A. HAMMERSCHMIDT
John A. Hammerschmidt
Assistant General Counsel
Corporate
JPM53259:jm
Marathon Oil Company
U.S. Steel Group
Delhi Group
<PAGE> 1
EXHIBIT 23.a
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our reports dated February 14, 1995,
relating to the consolidated financial statements of USX Corporation, the
financial statements of the Marathon Group, the financial statements of the
U.S. Steel Group, and the financial statements of the Delhi Group, appearing on
pages U-3, M-3, S-3, and D-3, respectively, of the Annual Report on Form 10-K
of USX Corporation for the year ended December 31, 1994. We also consent to the
incorporation by reference in this Registration Statement of our report dated
May 12, 1995 appearing on page 16 of the Form 11-K of USX Corporation relating
to the Savings Fund for Salaried Employees for the year ended December 31, 1994.
PRICE WATERHOUSE LLP
Pittsburgh, Pennsylvania
January 25, 1996
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the sale of Steel Stock and Marathon Plan
pursuant to the USX Savings Fund Plan, and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they
or any of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day
of September, 1993.
/s/ N. A. ARMSTRONG
------------------------------
<PAGE> 2
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the sale of Steel Stock and Marathon Plan
pursuant to the USX Savings Fund Plan, and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they
or any of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day
of September, 1993.
/s/ V. G. BEGHINI
------------------------------
<PAGE> 3
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the sale of Steel Stock and Marathon Plan
pursuant to the USX Savings Fund Plan, and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they
or any of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day
of September, 1993.
/s/ JEANETTE GRASSELLI BROWN
------------------------------
<PAGE> 4
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the sale of Steel Stock and Marathon Plan
pursuant to the USX Savings Fund Plan, and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they
or any of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day
of September, 1993.
/s/ C. A. CORRY
------------------------------
<PAGE> 5
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the sale of Steel Stock and Marathon Plan
pursuant to the USX Savings Fund Plan, and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they
or any of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day
of September, 1993.
/s/ ROBERT M. HERNANDEZ
------------------------------
<PAGE> 6
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the sale of Steel Stock and Marathon Plan
pursuant to the USX Savings Fund Plan, and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they
or any of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day
of September, 1993.
/s/ CHARLES R. LEE
------------------------------
<PAGE> 7
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the sale of Steel Stock and Marathon Plan
pursuant to the USX Savings Fund Plan, and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they
or any of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day
of September, 1993.
/s/ PAUL E. LEGO
------------------------------
<PAGE> 8
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the sale of Steel Stock and Marathon Plan
pursuant to the USX Savings Fund Plan, and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they
or any of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day
of September, 1993.
/s/ JOHN F. MCGILLICUDDY
------------------------------
<PAGE> 9
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the sale of Steel Stock and Marathon Plan
pursuant to the USX Savings Fund Plan, and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they
or any of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day
of September, 1993.
/s/ T. J. USHER
------------------------------
<PAGE> 10
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the sale of Steel Stock and Marathon Plan
pursuant to the USX Savings Fund Plan, and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they
or any of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day
of September, 1993.
/s/ D. C. YEARLEY
------------------------------
<PAGE> 11
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the sale of Steel Stock and Marathon Plan
pursuant to the USX Savings Fund Plan, and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they
or any of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day
of September, 1993.
/s/ LEWIS B. JONES
------------------------------
