<PAGE> 1
As filed with the Securities and Exchange Commission on June 18,
1997
Registration No.________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------
USX CORPORATION
---------------
(Exact name of issuer as specified in its charter)
Delaware 25-0996816
----------------------- ------------------
(State of Incorporation) (IRS Employer
Identification No.)
1990 STOCK PLAN
---------------
(Full title of the Plan)
Dan D. Sandman, General Counsel and Secretary
USX CORPORATION
600 Grant Street, Pittsburgh, PA 15219-4776
(412) 433-1121
(Name, Address and Telephone No. of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------
<CAPTION>
Title of Amount Proposed Proposed Maximum Amount of
Securities being being Maximum Aggregate Offering Registration
Registered Registered Offering Price Price Fee
Per Share
<S> <C> <C> <C> <C>
USX-Marathon 1,000,000 $30.375 $30,375,000
Group Common Stock,
par value $1.00 per share
USX-U.S.Steel 2,500,000 $34.4375 $86,093,750
Group Common Stock,
par value $1.00 per share
USX-Delhi 600,000 $13.375 $ 8,025,000
Group Common Stock,
par value $1 per share
------------ ---------
$124,493,750 $37,725(1)
- --------------------------------------------------------------------------
<F1>
(1) Calculated in accordance with Rule 457(c) based upon the average
of the high and low prices as of June 16, 1997.
</TABLE>
<PAGE> 2
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission (File
No. 1-5153) by USX Corporation (hereinafter "USX," the "Company" or
the "Corporation") are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1996.
2. Quarterly Report on Form 10-Q for the period ended March 31,1997.
3. Current Reports on Form 8-K dated May 16 and May 17, 1997.
4. The description of the USX-Marathon Group Common Stock included
in USX's Form 8 Amendment to a Registration Statement on Form 8-A
filed on April 11, 1991.
5. The description of the USX-U. S. Steel Group Common Stock
contained in USX's Registration Statement on Form 8-A dated April 11,
1991.
6. The description of the USX-Delhi Group Common Stock included
in USX's Form 8-A Registration Statement filed on August 11, 1992.
All documents subsequently filed by USX pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
<PAGE> 3
Item 4. Description of Securities.
Inapplicable.
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of the Securities being
registered has been passed upon for the Company by
J. A. Hammerschmidt, Esq., Assistant General Counsel-Corporate and
Assistant Secretary for the Company. Mr. Hammerschmidt in his
capacity as Assistant General Counsel-Corporate and Assistant
Secretary is paid a salary by the Company and participates in
various employee benefit plans offered to employees of the Company
generally.
Item 6. Indemnification of Directors and Officers
Article V of the USX's By Laws provides that USX shall
indemnify to the fullest extent permitted by law any person who is
made or is threatened to be made a party or is involved in any
action, suit, or proceeding whether civil, criminal, administrative
or investigative by reason of the fact that such person is or was a
director, officer, employee or agent of USX or is or was serving at
the request of USX as an officer, director, employee or agent of
another corporation, partnership, joint venture, trust, enterprise
or nonprofit entity.
USX is empowered by Section 145 of the Delaware General
Corporation Law, subject to the procedures and limitations stated
therein, to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of USX) by reason of the fact that such person is or was an
officer, employee, agent or director of the Corporation, or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses
(including attorneys fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person
acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe the conduct was unlawful. The Corporation may
indemnify any such person against expenses (including attorney's
fees) in an action by or in the right of the Corporation under the
same conditions, except that no indemnification is permitted
without judicial approval if such person is adjudged to be liable
to the Corporation. To the extent such person is successful on the
merits or otherwise in the defense of any action referred to above,
the Corporation must indemnify such person against the expenses
which are actually and reasonably incurred in connection therewith.
Policies of insurance are maintained by the Corporation
under which directors and officers of USX are insured, within the
limits and subject to the limitations of the policies, against
certain expenses in connection with the defense of actions, suits
or proceedings, and certain liabilities which might be imposed as a
result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or
officers.
The Corporation's Certificate of Incorporation provides that
no director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty
by such director as a director, except (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
pursuant to Section
<PAGE> 4
174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal
benefit.
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits
Refer to Exhibit Index following.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the
information set forth in the registration statement;
(iii)to include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
<PAGE> 5
(c)Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
----------
The Registrant. Pursuant to the requirements of the
Securities Act of l933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, Commonwealth of
Pennsylvania, on the 18th day of June, 1997.
USX CORPORATION
By: /s/ Kenneth L. Matheny
--------------------------------
Kenneth L. Matheny
Vice President and Comptroller
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and as of the 18th day of June, 1997.
*Thomas J. Usher
---------------------------------
Thomas J. Usher, Chairman of the
Board of Directors, Chief
Executive Officer and Director
(Principal Executive Officer)
*Robert M. Hernandez
---------------------------------
Robert M. Hernandez
Vice Chairman & Chief Financial
Officer and Director
(Principal Financial Officer)
/s/ Kenneth L. Matheny
----------------------------------
Kenneth L. Matheny
Vice President & Comptroller
(Principal Accounting Officer)
<PAGE> 6
*Neil A. Armstrong
----------------------------------
Neil A. Armstrong, Director
*Victor G. Beghini
----------------------------------
Victor G. Beghini, Director
*Jeanette Grasselli Brown
----------------------------------
Jeanette Grasselli Brown, Director
*Charles A. Corry
----------------------------------
Charles A. Corry, Director
----------------------------------
Charles R. Lee, Director
*Paul E. Lego
----------------------------------
Paul E. Lego, Director
*Ray Marshall
----------------------------------
Ray Marshall, Director
*John F. McGillicuddy
----------------------------------
John F. McGillicuddy, Director
*John M. Richman
----------------------------------
John M. Richman, Director
*Seth E. Schofield
----------------------------------
Seth E. Schofield, Director
*John W. Snow
----------------------------------
John W. Snow, Director
----------------------------------
Paul J. Wilhelm, Director
*Douglas C. Yearley
----------------------------------
Douglas C. Yearley, Director
/s/ Kenneth L. Matheny
----------------------------------
*By: Kenneth L. Matheny
Attorney-in-Fact
<PAGE> 7
EXHIBIT INDEX
4(a) The Fourth Article of USX's Restated Certificate of
Incorporation dated September 1, 1996 defines the rights
of holders of USX Capital Stock. (Incorporated by
reference to Exhibit 3(a) to USX's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997.)
4(b) Form 8 Amendment to Registration
Statement on Form 8-A dated October 5, 1992 with respect
to the Amended and Restated Rights Agreement.
5 Opinion of J. A. Hammerschmidt, Esq., Assistant General
Counsel-Corporate and Assistant Secretary of USX
Corporation.
23(a) Consent of Price Waterhouse LLP.
23(b) Consent of J. A. Hammerschmidt, Esq., Assistant General
Counsel-Corporate and Assistant Secretary of USX
Corporation (contained in his opinion annexed hereto as
Exhibit 5).
24 Powers of Attorney for Directors of USX Corporation.
<PAGE> 1
Exhibit 5
June 18, 1997
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 and Assistant Secretary of USX
Corporation, a Delaware corporation ("USX"). I have served as counsel to USX
in connection with the proposed issuance of up to one million shares of USX-
Marathon Group Common Stock, 2.5 million shares of USX-U. S. Steel Group Common
Stock, and 600,000 shares of USX-Delhi Group Common Stock (the "Shares"),
pursuant to the 1990 Stock Plan ("Plan") and in the preparation and filing with
the Securities and Exchange Commission of a Registration Statement on Form S-8
("Registration Statement").
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
resolutions adopted by USX's Board of Directors on April 29, 1997 authorizing
the issuance of the Shares. I, or persons subject to my supervision, have
examined the Registration Statement and 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
<PAGE> 1
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our reports
dated February 11, 1997, 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, 1996.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Pittsburgh, Pennsylvania
June 19, 1997
JPM78841
<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 Kenneth L. Matheny, 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 by USX Corporation ("USX") with the Securities and
Exchange Commission in connection with the issuance of Steel Stock,
Marathon Stock, and Delhi Stock, pursuant to the 1990 Stock 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 one or more 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 this 29th day of
April, 1997.
/s/ T. J. Usher
-----------------------------------
<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 Kenneth L. Matheny, 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 by USX Corporation ("USX") with the Securities and
Exchange Commission in connection with the issuance of Steel Stock,
Marathon Stock, and Delhi Stock, pursuant to the 1990 Stock 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 one or more 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 this 29th day of
April, 1997.
/s/ Neil A. Armstrong
------------------------------------
<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 Kenneth L. Matheny, 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 by USX Corporation ("USX") with the Securities and
Exchange Commission in connection with the issuance of Steel Stock,
Marathon Stock, and Delhi Stock, pursuant to the 1990 Stock 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 one or more 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 this 29th day of
April, 1997.
/s/ V. G. Beghini
------------------------------------
<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 Kenneth L. Matheny, 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 by USX Corporation ("USX") with the Securities and
Exchange Commission in connection with the issuance of Steel Stock,
Marathon Stock, and Delhi Stock, pursuant to the 1990 Stock 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 one or more 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 this 29th day of
April, 1997.
/s/ Jeanette Grasselli Brown
--------------------------------------------
<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 Kenneth L. Matheny, 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 by USX Corporation ("USX") with the Securities and
Exchange Commission in connection with the issuance of Steel Stock,
Marathon Stock, and Delhi Stock, pursuant to the 1990 Stock 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 one or more 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 this 29th day of
April, 1997.
/s/ C. A. Corry
-----------------------------------
<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 Kenneth L. Matheny, 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 by USX Corporation ("USX") with the Securities and
Exchange Commission in connection with the issuance of Steel Stock,
Marathon Stock, and Delhi Stock, pursuant to the 1990 Stock 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 one or more 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 this 29th day of
April, 1997.
/s/ Robert M. Hernandez
------------------------------------
<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 Kenneth L. Matheny, 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 by USX Corporation ("USX") with the Securities and
Exchange Commission in connection with the issuance of Steel Stock,
Marathon Stock, and Delhi Stock, pursuant to the 1990 Stock 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 one or more 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 this 29th day of
April, 1997.
/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 Kenneth L. Matheny, 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 by USX Corporation ("USX") with the Securities and
Exchange Commission in connection with the issuance of Steel Stock,
Marathon Stock, and Delhi Stock, pursuant to the 1990 Stock 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 one or more 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 this 29th day of
April, 1997.
/s/ Ray Marshall
-----------------------------------
<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 Kenneth L. Matheny, 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 by USX Corporation ("USX") with the Securities and
Exchange Commission in connection with the issuance of Steel Stock,
Marathon Stock, and Delhi Stock, pursuant to the 1990 Stock 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 one or more 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 this 29th day of
April, 1997.
/s/ John F. McGillicuddy
------------------------------------
<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 Kenneth L. Matheny, 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 by USX Corporation ("USX") with the Securities and
Exchange Commission in connection with the issuance of Steel Stock,
Marathon Stock, and Delhi Stock, pursuant to the 1990 Stock 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 one or more 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 this 29th day of
April, 1997.
/s/ John M. Richman
------------------------------------
<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 Kenneth L. Matheny, 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 by USX Corporation ("USX") with the Securities and
Exchange Commission in connection with the issuance of Steel Stock,
Marathon Stock, and Delhi Stock, pursuant to the 1990 Stock 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 one or more 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 this 29th day of
April, 1997.
/s/ Seth E. Schofield
-----------------------------------
<PAGE> 12
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 Kenneth L. Matheny, 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 by USX Corporation ("USX") with the Securities and
Exchange Commission in connection with the issuance of Steel Stock,
Marathon Stock, and Delhi Stock, pursuant to the 1990 Stock 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 one or more 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 this 29th day of
April, 1997.
/s/ John W. Snow
------------------------------------
<PAGE> 13
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 Kenneth L. Matheny, 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 by USX Corporation ("USX") with the Securities and
Exchange Commission in connection with the issuance of Steel Stock,
Marathon Stock, and Delhi Stock, pursuant to the 1990 Stock 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 one or more 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 this 29th day of
April, 1997.
/s/ D. C. Yearley
-----------------------------------
