USX CORP, S-3, 1999-10-13

USX CORP
S-3, 1999-10-13
PETROLEUM REFINING

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 13, 1999

REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------------------

USX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
DELAWARE 25-0996816
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
</TABLE>

600 GRANT STREET, PITTSBURGH, PENNSYLVANIA 15219-4776 (412) 433-1121
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
PRINCIPAL EXECUTIVE OFFICES)

DAN D. SANDMAN, ESQ.
GENERAL COUNSEL, SECRETARY AND SENIOR VICE PRESIDENT--HUMAN RESOURCES & PUBLIC
AFFAIRS
600 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15219-4776
(412) 433-1121
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: After the
effective date of this registration statement and as determined by market
conditions.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [[ ]]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [[X]]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
------------------

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
------------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=====================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE(1) FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
USX-Marathon Group Common
Stock of USX Corporation.... 3,385,000 $27.97 $128,740,596
USX-U.S. Steel Group Common
Stock of USX Corporation.... 1,661,000 $25.47 71,486,522
-------------
Total..................... $200,227,118 $38,082
=====================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933. Excludes an
aggregate of 1,217,800 shares of USX-Marathon Group Common Stock and
1,145,695 shares of USX-U.S. Steel Group Common Stock included in
Registration Statements, Numbers 33-57997 and 33-60172 which remain unsold
and for which a registration fee was paid in connection with the filing
thereof. The above excluded securities are covered by the Prospectus
included in this Registration Statement pursuant to Rule 429. The amount of
the filing fee associated with the excluded securities previously paid with
the above mentioned registration statements was $21,047.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS INCLUDED
IN THIS REGISTRATION STATEMENT WILL ALSO BE USED FOR PURPOSES OF SECTION
10(a)(3) OF THE ACT IN CONNECTION WITH SECURITIES REGISTERED ON FORM S-3,
REGISTRATION STATEMENT NUMBERS 33-57997 AND 33-60172.
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<PAGE> 2

NOTE: THIS REGISTRATION STATEMENT INCLUDES TWO PROSPECTUSES, ONE FOR THE U.S.
STEEL GROUP DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN AND ONE
FOR THE MARATHON GROUP DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE
PLAN.
<PAGE> 3

- --------------------------------------------------------------------------------
PROSPECTUS
- --------------------------------------------------------------------------------

USX CORPORATION
USX-U.S. STEEL GROUP COMMON STOCK
DIVIDEND REINVESTMENT AND
DIRECT STOCK PURCHASE PLAN

To the Holders of and investors interested in USX-U.S. Steel Group Common Stock:

We are pleased to send you this Prospectus describing the USX-U.S. Steel
Group Common Stock Dividend Reinvestment and Direct Stock Purchase Plan.
Effective October , 1999, we have modified the existing Plan to allow
participation by non-shareholders. This new direct purchase feature allows
enrollment in the Plan by making an initial investment of at least $500. The
Plan provides a simple and convenient method to purchase additional shares of
USX-U.S. Steel Group Common Stock.

IF YOU ARE ALREADY PARTICIPATING IN THE PLAN, NO ACTION IS REQUIRED.

Some of the significant features of the Plan are:

-- Enrollment through initial direct stock purchase.

-- Purchases through the reinvestment of quarterly dividends of up to
$35,000 (more with permission of USX).

-- Purchases through monthly optional cash payments (minimum $50) up to
$10,000 (more with permission of USX).

-- Regular monthly investment can be made by automatic bank debits.

-- Optional cash payments will generally be invested within a week of
receipt.

-- From time to time shares may be purchased at a discount of up to 3%
upon notice from USX.

-- No brokerage commissions for purchases.

-- Recordkeeping is simplified since you will receive quarterly
statements of your account.

-- All certificates held by you may be deposited for safekeeping at no
cost to you whether or not dividends are reinvested.

Your participation is entirely voluntary and may be terminated at any time.
If you are already enrolled in the Plan, your enrollment will be continued
unless you notify USX Corporation otherwise. If you wish to join the Plan or
change your investment option, please complete and sign an Authorization Form
and return it to USX Corporation.

We hope you will find this Plan to be of interest. We believe it offers you
an attractive way to initially invest or increase your investment in USX-U.S.
Steel Group Common Stock.

Sincerely,

/s/ T.J. USHER
Chairman, Board of Directors
------------------

Neither the Securities and Exchange Commission nor any state securities
regulators has determined whether this Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

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

October , 1999
<PAGE> 4

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
USX Corporation............................................. 3
USX Common Stock............................................ 3
Enrollment.................................................. 4
Investment Options and Limitations.......................... 5
Dividend Reinvestment.................................. 5
Optional Cash Investments Only......................... 5
Limitations on Purchases............................... 6
Waiver of Limitations.................................. 6
Purchase of Shares for the Plan............................. 7
Purchases.............................................. 7
Purchases Exceeding Plan Limits--Discount in Effect.... 7
Administrator of the Plan................................... 9
Control Over Purchases...................................... 9
Sale of Shares for the Plan................................. 10
Safekeeping of Your Stock Certificates and Book Entry....... 10
Gifts, Transfers and Pledges of Shares...................... 11
Issuance of Certificates.................................... 11
Plan Service Fees........................................... 12
Tracking Your Investments................................... 12
U. S. Federal Income Tax Information........................ 12
Miscellaneous............................................... 13
Voting of Proxies...................................... 13
Responsibility of Administrator and USX Corporation.... 13
Plan Modification or Termination....................... 13
Change of Eligibility or Termination................... 13
Foreign Participation.................................. 14
Interpretation......................................... 14
Available Information....................................... 14
Incorporation by Reference............................. 14
Reliance............................................... 15
Legal Matters............................................... 15
Experts..................................................... 15
Price Range of Steel Stock, Dividends and Dividend Policy... 15
Special Considerations...................................... 17
Management and Accounting Policies.......................... 21
Schedule I--List of Important Dates through 2002............ S-1
Appendix I--Summary of USX Common Stock..................... I-1
Inquiries/Correspondence: USX Shareholder Services......back cover
</TABLE>

2
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USX CORPORATION

USX, a Delaware corporation, engages in the energy business through its Marathon
Group and in the steel business through its U.S. Steel Group.

-- U.S. Steel Group -- Includes U.S. Steel. Its principal business is the
production and sale of steel mill products, coke and taconite pellets. Certain
business activities are conducted through joint ventures and partially-owned
companies in steel producing, processing, transportation or service
businesses.

-- Marathon Group -- Includes Marathon Oil Company and certain other
subsidiaries of USX. It engages in worldwide exploration and production of
crude oil and natural gas; domestic refining, marketing and transportation of
petroleum products, primarily through Marathon Ashland Petroleum LLC (62%
owned); and other energy related businesses.

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USX COMMON STOCK

USX has two classes of common stock outstanding:

-- USX-U.S. Steel Group Common Stock (referred to as Steel Stock)

-- USX-Marathon Group Common Stock (referred to as Marathon Stock).

Each class of stock provides stockholders with a separate security intended to
reflect the performance of the related Group. However, the Groups are not
separate legal entities. The holders of each class of stock are the owners of
common stock of USX and are subject to all of the risks associated with an
investment in USX and all of USX's businesses and liabilities. See "Special
Considerations" on page 17 and "Appendix I" on page I-1.

3
<PAGE> 6

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ENROLLMENT

To Enroll:

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<CAPTION>
<S> <C>
-- IF YOU DO NOT OWN ANY STEEL You can join the Plan by making an initial investment
STOCK of at least $500 (maximum is $10,000). Return a
completed Authorization Form to USX Shareholder
Services, along with your check or money order payable
to USX Corporation. A $10 enrollment fee will be
deducted from your initial investment. Please allow
two weeks for your account to be established, initial
shares to be purchased and a statement to be mailed to
you. No interest will be paid on amounts held by us
pending investment.
-- CURRENT PARTICIPANTS IN THE PLAN You are automatically enrolled in the Plan. NO ACTION
IS REQUIRED UNLESS YOU WANT TO MAKE A CHANGE IN YOUR
ELECTION.
-- IF YOU OWN STEEL STOCK You can join the Plan by returning a completed
REGISTERED IN YOUR NAME Authorization Form to USX Shareholder Services. (No
enrollment fee required.)
-- IF YOUR SHARES ARE HELD IN A To participate directly in the Plan, you should direct
BROKERAGE, BANK OR OTHER your broker, bank, or trustee to register some or all
INTERMEDIARY ACCOUNT of your Steel Stock shares directly in your name. You
can then get started in the Plan by returning a
completed Authorization Form to USX Shareholder
Services. Authorization Forms are mailed automatically
once shares are registered in your name. (No
enrollment fee required.)
</TABLE>

4
<PAGE> 7

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INVESTMENT OPTIONS AND LIMITATIONS

Once enrolled in the Plan, you have the following investment options:

- -- DIVIDEND REINVESTMENT:

When completing the Dividend Reinvestment section of the Authorization Form, YOU
MUST CHOOSE ONE OF THE FOLLOWING:

FULL DIVIDEND REINVESTMENT: Purchase shares of Steel Stock with all of
your cash dividends. The dividends on all of your shares held in the
Plan will also be reinvested in shares of Steel Stock. Additional shares
may also be purchased with optional cash.

PART CASH--PART DIVIDEND REINVESTMENT: Receive a cash dividend payment
based on the number of full shares you specify. This option allows you
to receive a fixed amount of cash each quarter, assuming the dividend
stays the same. The balance of your dividends will be used to purchase
shares of Steel Stock.

You can have your cash dividends deposited directly into your bank account
instead of receiving a check by mail. Just complete the appropriate sections of
the Direct Deposit Form from USX Shareholder Services. You can also change your
designated bank account for direct deposit with the same form. The forms will be
acted upon as soon as possible after they are received, and you can discontinue
this feature by notifying USX Shareholder Services in writing.

You can change your dividend reinvestment election at any time by notifying USX
Shareholder Services.

- -- OPTIONAL CASH INVESTMENTS ONLY: You can purchase additional shares of Steel
Stock by using the Plan's optional cash investment feature regardless of whether
dividends are reinvested. Dividends will be automatically reinvested on those
shares retained in the Plan. You can invest at least $50 at any one time up to a
maximum of $10,000 in any month unless the limit is waived by USX. INTEREST WILL
NOT BE PAID ON AMOUNTS HELD BY US PENDING INVESTMENT.

- BY AUTOMATIC WITHDRAWAL FROM YOUR BANK ACCOUNT: If you wish to make
regular monthly purchases, you can authorize an automatic monthly withdrawal
from your bank account by completing the reverse side of the Authorization Form.
This feature enables you to make ongoing investments without writing a check.
Funds will be deducted from your bank account on the fifth day of each month. If
this date falls on a bank holiday or weekend, funds will be deducted on the next
business day. Please allow up to six weeks for the first automatic monthly
withdrawal to be initiated. You must notify USX Shareholder Services in writing
to change or terminate automatic withdrawal.

- BY CHECK OR MONEY ORDER: You can make optional cash investments by
sending a check or money order payable to USX Corporation. DO NOT SEND CASH.

To facilitate processing of your investment, please use the transaction stub
located at the top of your quarterly statement. Mail your check and transaction
stub to the address specified on the statement. Since funds will normally be
invested on Friday of each week, the check must be received by 2:00 p.m. on
Thursday. You may not sell or withdraw shares purchased by check for

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<PAGE> 8

a period of 14 days from the receipt of the check. A $25 fee will be assessed
for a check that is returned for insufficient funds.

- -- LIMITATIONS ON PURCHASES:

O Optional and Initial Cash Investments

-- at least $500 initial cash investment

-- at least $50 optional cash investment at any one time

-- no more than $10,000 in any one month

O Dividend Reinvestments

-- up to $35,000 per dividend payment

O All limitations may be waived by USX upon written request

AGGREGATION OF ACCOUNTS FOR PURPOSE OF LIMITATIONS: For the purpose of the
above limitations, USX may aggregate all reinvested dividends and optional and
initial cash payments for participants with more than one account using the same
Social Security Number or Taxpayer Identification Number. For participants
unable to supply a Social Security Number or Taxpayer Identification Number,
their participation may be limited by USX to only one Plan account.

Also for the purpose of such limitations, all Plan accounts which USX believes
to be under common control or management or to have common ultimate beneficial
ownership may be aggregated. Unless USX has determined that reinvestment of
dividends and investment of optional cash payments for each such account would
be consistent with the purposes of the Plan, USX will have the right to
aggregate all such accounts and to return, without interest, within 30 days of
receipt, any amounts in excess of the investment limitations applicable to a
single account received in respect of all such accounts.

- -- WAIVER OF LIMITATIONS: Initial cash payments and optional cash payments in
excess of $10,000 per month may be made only pursuant to a written Waiver of
Limitation by USX for the total amount submitted. A copy of such written
approval must accompany any cash payment.

Requests for waiver of the $35,000 limitation on reinvestment of dividends and
other questions concerning waivers should be directed to USX at (412) 433-4707.
It is solely within USX's discretion as to whether any waiver of the allowable
maximum amounts will be granted.

In deciding whether to approve a request, USX will consider relevant factors
including, but not limited to, USX's need for additional funds, the
attractiveness of obtaining such additional funds by the sale of Steel Stock by
comparison to other sources of funds, the applicable purchase price, the
participant submitting the request, the extent and nature of such participant's
prior participation in the Plan, the number of shares of Steel Stock held of
record by such participant and the aggregate amount of such dividends and
initial or optional cash payments in excess of the allowable maximum amounts for
which requests have been submitted by all participants.

If requests are submitted for any Investment Date (see "Purchase of Shares for
the Plan--Purchases Exceeding Plan Limits--Discount in Effect" on page 7 for a
discussion of the Investment Date) for an aggregate amount in excess of the
amount USX is then willing to accept,

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<PAGE> 9

USX may honor such requests in order of receipt, pro rata or by any other method
which USX determines to be appropriate.

- --------------------------------------------------------------------------------
PURCHASE OF SHARES FOR THE PLAN

PURCHASES

The following discussion pertains to

(a) all purchases within Plan Limits and

(b) all purchases in excess of Plan Limits when no Discount is in
effect.

- -- PURCHASE INTERVALS: The Administrator will use initial and optional cash
investments to purchase USX shares as promptly as practicable, normally once
each week. To the extent dividends are declared, the Administrator will use
reinvested dividends to purchase shares on the quarterly dividend payment date.
Purchases may be made over a number of days to meet the requirements of the
Plan.

- -- SOURCE AND PRICING OF SHARES:

SOURCE OF SHARES: Stock needed to meet the requirements of the Plan will
either be purchased in the open market or issued directly by USX.

PRICE OF SHARES PURCHASED IN THE OPEN MARKETS: If the shares are purchased
in the open market, your price per share will be the weighted average price of
shares purchased on that day to satisfy Plan requirements. A bank or other agent
will purchase shares for the Plan on any securities exchange where the Steel
Stock is traded, in the over-the-counter market or in privately negotiated
transactions.

Trading fees incurred by the Plan for purchases will be paid by USX and
will be reported to you as taxable income on Form 1099-DIV. All computations of
shares are calculated to three decimals and fractional shares are credited to
your account.

PRICE OF SHARES PURCHASED FROM USX: If the shares are purchased from USX,
your price per share will be the average of the daily high and low sale prices
quoted on the New York Stock Exchange Composite Transactions as reported in the
Wall Street Journal (the "NYSE Composite") listing for the day the shares are
purchased.

If there is no trading of Steel Stock on the NYSE on the day the price is to be
determined, the price per share will be determined by USX on the basis of such
market quotations as it considers appropriate.

Because USX may periodically change between the above methods for purchasing
shares, there can be no assurance that the method for determining your price per
share will not change. To obtain the current method, please call (412) 433-4707.

PURCHASES EXCEEDING PLAN LIMITS--DISCOUNT IN EFFECT

The following discussion pertains only to purchases for which a Waiver of
Limitation has been obtained when a Discount is in effect. The terms set forth
below will apply to the full

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<PAGE> 10

amount for which a waiver has been obtained. For example, if a waiver is
obtained to make an optional cash purchase of $15,000, $5,000 over the limit,
the full $15,000 will be subject to these terms.

For a list of important dates with respect to purchases exceeding Plan
limits when a Discount is in effect, see Schedule I on page S-1. Schedule I is
only a guide. Actual dates may be obtained on the USX website (www.usx.com) or
by calling (412) 433-4707.

DISCOUNT: The Discount, which may vary each month between 0% and 3%, will
be established in USX's sole discretion after a review of current market
conditions, the level of participation and current and projected capital needs.
USX will establish the Discount, if any, each month, at least two business days
prior to the relevant Record Date. The Discount will apply to initial and
optional cash investments and the reinvestment of dividends. The Discount will
be subtracted from the purchase price of shares purchased for the Plan for the
relevant month.

Since January 1998, there has been no Discount.

- -- PURCHASE INTERVALS: The Administrator will use initial and optional cash
investments for which a waiver has been obtained to purchase USX shares once
each month. To the extent dividends are declared, the Administrator will use
reinvested dividends to purchase shares on a quarterly basis.

- -- SOURCE AND PRICING OF SHARES:

SOURCE OF SHARES: Stock required to meet the requirements of the Plan when
a Discount is in effect will be issued directly by USX.

PRICE OF SHARES PURCHASED FROM USX: Your price per share will be the
average of the daily high and low sales prices of Steel Stock on the NYSE
Composite for the twelve Trading Days immediately preceding the relevant
Investment Date less the Discount.

SEE SCHEDULE I FOR A LIST OF RELEVANT DATES.

A "Trading Day" means a day on which trades of the Steel Stock are reported
on the New York Stock Exchange.

The twelve Trading Days immediately preceding the relevant Investment Date is
the relevant "Pricing Period."

- -- TIMING: Shares purchased from USX will be purchased on the Investment Date
which is on or about the tenth of each month.

IN ORDER FOR SUCH FUNDS TO BE INVESTED ON THE NEXT INVESTMENT DATE, USX MUST BE
IN RECEIPT OF FUNDS ON OR BEFORE THE BUSINESS DAY IMMEDIATELY PRECEDING THE
FIRST DAY OF THE RELATED PRICING PERIOD. USX WILL RETURN, WITHOUT INTEREST, ANY
PAYMENTS RECEIVED AFTER THE CLOSE OF BUSINESS ON THE BUSINESS DAY IMMEDIATELY
PRECEDING THE FIRST DAY OF THE PRICING PERIOD AND BEFORE THE RELATED INVESTMENT
DATE.

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<PAGE> 11

- -- THRESHOLD PRICE LIMIT: With respect to these purchases, USX will establish
for each Pricing Period a minimum price (the "Threshold Price") applicable to
the purchase of newly issued shares of Steel Stock.

The Threshold Price will be established by USX two business days prior to the
Record Date at USX's sole discretion after a review of current market conditions
and other relevant factors. It will be a stated dollar amount that the average
of the high and low sale prices on the NYSE Composite for a Trading Day of the
Pricing Period must equal or exceed.

In the event that the Threshold Price is not satisfied for a Trading Day of the
Pricing Period, then that Trading Day and the trading prices for that day will
be excluded from the Pricing Period and the determination of the Purchase Price.
A day will also be excluded from the Pricing Period and the determination of the
Purchase Price if there are no trades of Steel Stock reported on the NYSE for
such day. For example, if the Threshold Price is not satisfied for three of the
twelve Trading Days, then the Purchase Price will be based upon the remaining
nine Trading Days for which the Threshold Price was satisfied.

Each Trading Day of a Pricing Period for which the Threshold Price is not
satisfied or each day for which there are no trades of Steel Stock reported on
the NYSE will cause the return of a portion of your initial or optional cash
payment. The returned amount will equal one-twelfth of the total amount of the
initial or optional cash payments for which the relevant Waiver of Limitation
was received for each Trading Day that the Threshold Price is not satisfied or
for each day no such sales are reported. For example, if the Threshold Price is
not satisfied or no such sales are reported for three Trading Days, 3/12 (or
25%) of your initial or optional cash payments for which the relevant Waiver of
Limitation was received will be returned without interest to you.

- --------------------------------------------------------------------------------
ADMINISTRATOR OF THE PLAN

USX administers the Plan, keeps records, sends statements of account to you and
performs other duties related to the Plan. USX will register and hold shares
purchased for you through the Plan or deposited by you for safekeeping in the
Plan in its name, as agent, until a written request is received from you for the
sale of or issuance of certificates for all or part of your Plan Shares. USX
also acts as dividend disbursing and transfer agent for the Steel Stock. USX may
appoint a different administrator for the Plan at any time. USX or any appointed
administrator is referred to as the "Administrator."

- --------------------------------------------------------------------------------
CONTROL OVER PURCHASES

USX, as Administrator, decides whether purchases are to be made in the open
market or from USX and engages a bank or other agent for purposes of making open
market purchases. Neither USX Corporation nor any participant in the Plan has
the authority or power to control either the timing or pricing of shares
purchased in the open market.

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<PAGE> 12

If you send in an initial or optional cash investment, it is possible that the
market price of Steel Stock could go up or down before your funds are used to
purchase stock. Further, USX may change the method of stock purchase (purchase
in the open market or from USX) at any time within any three month period.
THEREFORE, YOU WILL NOT BE ABLE TO PRECISELY TIME YOUR PURCHASES THROUGH THE
PLAN AND WILL BEAR THE MARKET RISK ASSOCIATED WITH FLUCTUATIONS IN THE PRICE OF
STEEL STOCK.

IN ADDITION, YOU WILL NOT EARN INTEREST ON INITIAL OR OPTIONAL CASH INVESTMENTS
FOR THE PERIOD BEFORE THE SHARES ARE PURCHASED.

- --------------------------------------------------------------------------------
SALE OF SHARES FOR THE PLAN

TIMING AND CONTROL:

You can sell any number of shares held in your Plan account or book entry form
by notifying USX Shareholder Services. USX will endeavor to arrange sales weekly
on Friday, provided that it has been advised in writing of such sale no later
than the preceding day. The sale price will be the weighted average price of all
shares sold on that sale date for Plan participants. You will receive the
proceeds of the sale less a sales transaction fee of $.05 per share (subject to
change at any time), and any required tax withholdings.

YOU WILL NOT BE ABLE TO PRECISELY TIME YOUR SALES THROUGH THE PLAN AND WILL BEAR
THE MARKET RISK ASSOCIATED WITH FLUCTUATION IN THE PRICE OF STEEL STOCK. That
is, if you send in a request to sell shares, it is possible that the market
price of Steel Stock could go down or up before your shares are sold. In
addition, you will not earn interest on a sales transaction.

You can choose to sell your shares through a stockbroker of your choice, in
which case you should request a certificate for your shares from USX Shareholder
Services. Allow two weeks for delivery of the certificate. (See "Issuance of
Certificates" on page 11.)

- --------------------------------------------------------------------------------
SAFEKEEPING OF YOUR STOCK CERTIFICATES AND BOOK ENTRY

Any Steel Stock shareholder may use the Plan's "safekeeping" service to deposit
Steel Stock certificates at no cost whether or not dividends are reinvested.
Safekeeping is beneficial because you no longer bear the risk and cost
associated with the loss, theft, or destruction of stock certificates.

With safekeeping, you have the option of reinvesting all, a portion or none of
your dividends. You may also take advantage of the sale of shares feature of the
Plan. Certificates will be issued upon request. (See "Issuance of Certificates"
on page 11.)

To use the safekeeping service, send your certificates to USX Shareholder
Services by registered mail with written instructions to deposit them for
safekeeping. The shares should be insured for approximately 2% of the value of
the shares. Do not endorse the certificates or complete the assignment section.
The address of USX Shareholder Services is on the inside back cover of this
prospectus.

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<PAGE> 13

Shares of Steel Stock that you buy under the Plan will be maintained in your
Plan account for safekeeping in book entry form. You will receive a quarterly
statement detailing the status of your holdings.

- --------------------------------------------------------------------------------
GIFTS, TRANSFERS AND PLEDGES OF SHARES

YOU CAN GIVE OR TRANSFER STEEL STOCK TO ANYONE YOU CHOOSE BY:

O Making an initial $500 cash investment to establish an account in the
recipient's name; or

O Submitting an optional cash investment on behalf of an existing shareholder
in the Plan in an amount not less than $50 nor more than $10,000; or

O Transferring shares from your account to the recipient (minimum of five
shares to new accounts).

You may transfer shares to new or existing shareholders. USX Shareholder
Services will automatically place such new accounts in full dividend
reinvestment status. New participants, at their discretion, may elect another
investment option by giving notice to USX Shareholder Services. If you
participate in dividend reinvestment and your request to either transfer all of
your shares or make a partial sale and transfer the balance of your shares is
received between the ex-dividend and the dividend record date, the processing of
your request may be held until after your account is credited with reinvested
dividends. This holding period could be as long as three weeks.

To transfer shares, you must have your signature guaranteed by a financial
institution participating in the Medallion Guarantee Program (generally a broker
or a bank). The Medallion Guarantee Program ensures that the individual signing
the certificate or stock power is in fact the registered owner.

Plan shares may not be pledged and any such purported pledge shall be void. If
you want to pledge your shares, you must first withdraw them from your Plan
Account.

If you need additional assistance, please call USX Shareholder Services at (412)
433-4801.

- --------------------------------------------------------------------------------
ISSUANCE OF CERTIFICATES

You can withdraw all or some of the shares from your Plan account by notifying
USX Shareholder Services.

Certificates will be issued for whole shares only. In the event your request
involves a fractional share, a check (less any applicable fees) for the value of
the fractional share will be mailed to you. You should receive your certificate
within two weeks of your request. Dividends will continue to be reinvested in
Steel Stock unless USX is specifically advised to discontinue reinvestment.

Certificates will be issued in the name(s) in which the account is registered,
unless otherwise instructed. If the certificate is to be issued in a name other
than your Plan account registration name, the signature on the instructions or
stock power authorizing the issuance must be

11
<PAGE> 14

guaranteed by a financial institution participating in the Medallion Guarantee
Program, as described above.

- --------------------------------------------------------------------------------
PLAN SERVICE FEES

<TABLE>
<S> <C>
ENROLLMENT FEE FOR NEW INVESTORS............................ $10.00 per account enrollment
PURCHASE OF SHARES.......................................... No Charge
SALE OF SHARES (partial or full):
Transaction Fee........................................ No Charge
Trading Fee............................................ $0.05 per share
(subject to change)
REINVESTMENT OF DIVIDENDS................................... No Charge
OPTIONAL CASH INVESTMENTS VIA CHECK OR AUTOMATIC
INVESTMENT................................................ No Charge
GIFT OR TRANSFER OF SHARES.................................. No Charge
SAFEKEEPING OF STOCK CERTIFICATES........................... No Charge
CERTIFICATE ISSUANCE........................................ No Charge
RETURNED CHECKS............................................. $25.00 per check
DUPLICATE STATEMENTS
Current year........................................... No Charge
Prior year(s).......................................... $5.00 per year, up to $25 maximum
</TABLE>

The fee for duplicate statements must be paid in advance. In all other cases,
the applicable fees will be deducted from either the investment or proceeds from
a sale.

- --------------------------------------------------------------------------------
TRACKING YOUR INVESTMENTS

USX Shareholder Services will mail you a quarterly statement showing all
transactions (shares, amounts invested, purchase prices) for your account
including year-to-date and other account information. Supplemental statements or
notices will be sent when you make an initial or optional cash investment or a
deposit, transfer or withdrawal of shares.

PLEASE RETAIN YOUR STATEMENTS TO ESTABLISH THE COST BASIS OF SHARES PURCHASED
UNDER THE PLAN FOR INCOME TAX AND OTHER PURPOSES AND TO AVOID ACCOUNT RESEARCH
FEES.

You should notify USX Shareholder Services promptly of any change in address
since all notices, statements and reports will be mailed to your address of
record.

- --------------------------------------------------------------------------------
U. S. FEDERAL INCOME TAX INFORMATION

Cash dividends reinvested under the Plan will be taxable as having been received
by you even though you have not actually received them in cash. You will receive
an annual statement from the Administrator indicating the amount of reinvested
dividends reported to the U. S. Internal Revenue Service as dividend income. The
statement will also reflect any trading fees paid by USX on your behalf for
purchases of shares.

You will not realize gain or loss for U. S. Federal income tax purposes upon
deposit of shares into the Plan or the withdrawal of whole shares from the Plan.
You will, however, generally

12
<PAGE> 15

realize gain or loss upon the sale of shares (including the receipt of cash for
fractional shares) held in the Plan.

Plan participants who are non-resident aliens or non-U. S. corporations,
partnerships or other entities generally are subject to a withholding tax on
dividends paid on shares held in the Plan. The Administrator is required to
withhold from dividends paid the appropriate amount determined in accordance
with U. S. Treasury regulations. Any applicable withholding tax may be
determined by treaty between the U. S. and the country in which such participant
resides. Accordingly, the amount of any dividends, net of the applicable
withholding tax, will be credited to participant Plan accounts for the
investment in additional common stock.

The above summary is not a comprehensive summary of all of the tax
considerations that may be relevant to a participant in the Plan. Therefore, you
are urged to consult your tax advisors regarding the consequences of
participation in the Plan.

- --------------------------------------------------------------------------------
MISCELLANEOUS

- -- VOTING OF PROXIES: USX will mail you proxy materials including a proxy card
representing both the shares for which you hold certificates and the shares in
your Plan account. Your shares will be voted as indicated by you. If you do not
return the proxy card or if you return it unsigned, none of your shares will be
voted.

- -- RESPONSIBILITY OF ADMINISTRATOR AND USX CORPORATION: Neither USX Corporation
nor any Plan Administrator nor any agent will be liable for any act they do in
good faith or for any good faith omission to act. This includes, without
limitation, any claims of liability:

O for failure to terminate your account upon your death prior to receiving
written notice of such death; or

O relating to purchases or sales prices reflected in your Plan account or the
dates of purchases or sales of your Plan shares; or

O for any fluctuation in the market value after purchase or sale of shares.

The payment of dividends is at the discretion of USX's Board of Directors. The
Board may change the amount and timing of dividends at any time without notice.

Neither USX Corporation nor any Plan Administrator can assure you a profit or
protect you against a loss on the shares you purchase under the Plan.

- -- PLAN MODIFICATION OR TERMINATION: USX Corporation reserves the right to
suspend, modify or terminate the Plan at any time. You will receive notice of
any such suspension, modification or termination. USX and any other
Administrator also reserve the right to change any and all administrative
procedures and costs associated with the Plan.

- -- CHANGE OF ELIGIBILITY OR TERMINATION: You will remain a participant of the
Plan until you withdraw from the Plan or the Plan is terminated. USX reserves
the right to deny, suspend or terminate participation by a shareholder who is
using the Plan for purposes inconsistent with the intended purpose of the Plan.
In such event, USX Shareholder Services will notify you in writing

13
<PAGE> 16

and will continue to safekeep your shares but will no longer accept optional
cash investments or reinvest your dividends. USX Shareholder Services will issue
a certificate to you upon written request.

If the number of shares on which dividends are reinvested falls below one share,
your participation in the Plan will be automatically terminated and a check will
be sent to you for any fractional share remaining.

- -- FOREIGN PARTICIPATION: If you live outside of the U. S., you should first
determine if there are any laws or governmental regulations that would prohibit
your participation in the Plan. USX reserves the right to terminate
participation of any shareholder if it deems it advisable under any foreign laws
or regulations.

- -- INTERPRETATION: USX may adopt rules and regulations to facilitate the
administration of the Plan. Any question of interpretation under the Plan will
be determined by USX and any such determination will be final.

The Plan, all related forms and your account shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania and cannot be
modified orally.

- --------------------------------------------------------------------------------
AVAILABLE INFORMATION

USX files annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements or other information USX files at the SEC's public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. USX's SEC filings are also available to the public from the
website maintained by the SEC at "http://www.sec.gov." In addition, such
reports, proxy and information statements and other information are available
for inspection at the New York Stock Exchange, 20 Broad Street, New York, New
York 10005, The Chicago Stock Exchange, 120 S. LaSalle Street, Chicago, Illinois
60603, and Pacific Stock Exchange, 301 Pine Street, San Francisco, California
94104, on which stock exchanges the Steel Stock is listed.

- -- INCORPORATION BY REFERENCE: The SEC allows USX to incorporate by reference
the information USX files with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and later
information filed with the SEC will update and supersede this information. The
documents listed below and any future filings made by USX with the SEC under
Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until
the Plan is terminated comprise the incorporated documents:

(a) Annual Report on Form 10-K for the year ended December 31, 1998;

(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, and June 30,
1999;

(c) Current Reports on Form 8-K/A and Form 8-K dated January 22 and on Forms 8-K
dated January 26, January 27, September 28, and October 12, 1999;

14
<PAGE> 17

(d) The description of the Steel Stock included in Form 8-A Registration
Statement filed on April 11, 1991; and

(e) The Rights Agreement dated as of September 28, 1999 included in USX's Form
8-A Registration Statement filed on September 28, 1999.

Upon request USX will provide, without charge, a copy of any or all of the
documents incorporated by reference in this document (other than exhibits to
such documents, unless the exhibits are specifically incorporated by reference
in such documents). Your requests for copies should be directed to the Office of
the Secretary, USX Corporation, 600 Grant Street, Pittsburgh, Pennsylvania
15219-4776 (telephone: 412-433-4801).

- -- RELIANCE: You should rely only on the information incorporated by reference
or provided in this prospectus or in any prospectus supplement. USX has
authorized no one to provide you with different information. USX IS NOT MAKING
AN OFFER TO SELL STOCK IN ANY STATE OR COUNTRY WHERE THE OFFER IS NOT PERMITTED.
You should not assume that the information in this prospectus or the prospectus
supplement is accurate as of any date other than the date on the front of the
document.

- --------------------------------------------------------------------------------
LEGAL MATTERS

The validity of the issuance of the shares of Steel Stock offered hereby will be
passed upon for USX by D. D. Sandman, Esq., General Counsel, Secretary and
Senior Vice President--Human Resources & Public Affairs of USX or by J. A.
Hammerschmidt, Esq., Assistant General Counsel--Corporate and Assistant
Secretary of USX. Messrs. Sandman and Hammerschmidt, in their respective
capacities as set forth above, are paid salaries by USX, participate in various
employee benefit plans offered by USX and own common stock of USX.

- --------------------------------------------------------------------------------
EXPERTS

The consolidated financial statements of USX as of December 31, 1998 and 1997
and for each of the three years in the period ended December 31, 1998
incorporated in this Prospectus by reference to USX's Annual Report on Form 10-K
for the year ended December 31, 1998 have been so incorporated in reliance on
the reports of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

15
<PAGE> 18

- --------------------------------------------------------------------------------
PRICE RANGE OF STEEL STOCK, DIVIDENDS AND DIVIDEND POLICY

The Steel Stock is listed on the NYSE, Chicago Stock Exchange and Pacific
Exchange. The following table sets forth the range of high and low sales prices
of the Steel Stock on the NYSE Composite for the periods indicated.

<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C> <C> <C>
1997
First Quarter........................................... 33 3/8 26 3/8
Second Quarter.......................................... 35 5/8 25 3/8
Third Quarter........................................... 40 3/4 34 3/16
Fourth Quarter.......................................... 36 15/16 26 7/8
1998
First Quarter........................................... 42 1/8 28 7/16
Second Quarter.......................................... 43 1/16 31
Third Quarter........................................... 33 1/2 20 7/16
Fourth Quarter.......................................... 27 3/4 21 5/8
1999
First Quarter........................................... 29 1/8 22 1/4
Second Quarter.......................................... 34 1/4 23 1/2
Third Quarter........................................... 30 1/16 24 5/8
Fourth Quarter (through October 11)..................... 26 3/16 24 7/16
</TABLE>

On October 11, 1999, the reported last sale price of the Steel Stock on the NYSE
Composite was $25 3/16 per share.

For the periods indicated, the Board of Directors of USX (the "Board") has
declared a dividend each quarter on the Steel Stock of $.25 per share. While the
Board does not currently intend to change such dividend rate, it reserves the
right to do so at any time and from time to time.

The Board intends to declare and pay dividends on the Steel Stock based on the
financial condition and results of operations of the U.S. Steel Group, although
it has no obligation under Delaware law to do so. Dividends on the Steel Stock
will be payable when, as and if declared by the Board out of the lesser of (i)
the Available Steel Dividend Amount (as defined in the USX Restated Certificate
of Incorporation, (hereinafter, the "Certificate of Incorporation") and (ii)
legally available funds of USX (as defined under Delaware law). In making its
dividend decisions, the Board will rely on the financial statements of the U.S.
Steel Group. In determining its dividend policy, the Board will consider, among
other things, the long-term earnings and cash flow capabilities of the U.S.
Steel Group, as well as the dividend policies of other publicly traded steel
companies.

16
<PAGE> 19

- --------------------------------------------------------------------------------
SPECIAL CONSIDERATIONS

The following discussion explains special factors to be considered arising from
a capital structure with separate classes of common stock.

STOCKHOLDERS OF ONE COMPANY: FINANCIAL IMPACTS FROM ONE GROUP COULD AFFECT THE
OTHER GROUP.

You will be a stockholder of one company. Financial impacts from one group could
adversely affect the other group. The financial statements of the Marathon Group
and the U.S. Steel Group separately report the assets, liabilities (including
contingent liabilities) and stockholders' equity of USX attributed to each
group. This attribution for the purpose of preparing the financial statements
for each group does not affect legal title to such assets or responsibility for
such liabilities. Holders of Marathon Stock and Steel Stock are holders of
Common Stock of USX, and continue to be subject to all of the risks associated
with an investment in USX and all of its businesses and liabilities.

Financial impacts arising from one group that affect the overall cost of USX's
capital could affect the results of operations and financial condition of the
other group. In addition, net losses of either group, as well as dividends and
distributions on either class of Common Stock or any series of Preferred Stock
and repurchases of either class of Common Stock or any series of Preferred
Stock, will reduce the funds legally available for payment of dividends on the
Common Stock of both groups.

Accordingly, you are urged to read the USX consolidated financial information in
connection with the group financial information.

NO RIGHTS OR ADDITIONAL DUTIES WITH RESPECT TO THE GROUPS; POTENTIAL CONFLICTS

Holders of Marathon Stock and Steel Stock have only the rights of stockholders
of USX, and, except under limited circumstances, holders of Common Stock are not
provided any rights specifically related to either group.

The existence of separate classes of Common Stock may give rise to occasions
when the interests of holders of Marathon Stock and Steel Stock may diverge or
appear to diverge.

Examples include:

O the optional exchange of the Steel Stock for the Marathon Stock at the 10%
premium;

O the determination of the record date of any such exchange or for the
redemption of any Steel Stock;

O the establishing of the date for public announcement of the liquidation of
USX;

O the commitment of capital between the Marathon Group and the U. S. Steel
Group; and

O the payment of dividends on one or both classes of Common Stock.

USX is not aware of any precedent involving the fiduciary duties of directors of
corporations having classes of common stock or separate classes or series of
capital stock, the rights of which are defined by reference to specified
operations of the corporation.

17
<PAGE> 20

Principles of Delaware law established in cases involving differing treatment of
classes of capital stock or groups of holders of the same class of capital stock
provide that a board of directors owes an equal duty to all stockholders
regardless of class or series and does not have separate or additional duties to
any group of stockholders. Under these principles of Delaware law and the
"business judgment rule," absent abuse of discretion, a good faith determination
made by a disinterested and adequately informed USX Board of Directors with
respect to any matter having disparate impacts upon holders of Marathon Stock
and holders of Steel Stock would be a defense to any challenge to such
determination made by or on behalf of the holders of either class of Common
Stock.

Because the Board owes an equal duty to all stockholders regardless of class,
the Board is the appropriate body to deal with these matters.

In order to assist the Board in this regard, USX has formulated policies to
serve as guidelines for the resolution of matters involving a conflict or a
potential conflict, including policies dealing with

O the payment of dividends,

O limiting capital investment in the U. S. Steel Group over the long term to
its internally generated cash flow, and

O allocation of corporate expenses and other matters.

The Board has been advised concerning the applicable law relating to the
discharge of its fiduciary duties to the common stockholders in the context of
the separate classes of Common Stock and has delegated to the Audit Committee of
the Board the responsibility to review matters which relate to this subject and
report to the Board.

LIMITED SEPARATE VOTING RIGHTS

Holders of shares of Marathon Stock and Steel Stock vote together as a single
class on all matters as to which all USX common stockholders are entitled to
vote. Holders of Marathon Stock and Steel Stock will have no rights to vote on
matters as a separate group except in certain limited circumstances. Separate
meetings for the holders of each class of Common Stock will not be held.

Accordingly, subject to certain exceptions, holders of shares of Marathon Stock
or shares of Steel Stock cannot bring a proposal to a vote of the holders of
Marathon Stock or holders of Steel Stock only, but are required to bring any
proposal to a vote of all holders of capital stock of USX entitled to vote
generally voting together as a single class.

The interests of the holders of the Marathon Stock and Steel Stock may diverge
or appear to diverge with respect to certain matters as to which such holders
are entitled to vote.

When a stockholder vote is taken on any matter as to which a separate vote by
any class would not be required, the holders of one class of Common Stock could
have more than the number of votes required to approve the matter and could
control the outcome of the vote.

18
<PAGE> 21

The Restated Certificate of Incorporation provides that neither the increase nor
the decrease of the authorized number of shares of either class of Common Stock
requires a separate vote of either such class. Thus, it is possible that the
holders of a majority of either class of Common Stock could constitute a
majority of the voting power of both classes of Common Stock and approve the
increase or decrease of the authorized amount of the other class of Common Stock
without the approval of the holders of such other class of Common Stock.

On all matters where the holders of Common Stock vote together as a single
class, a share of Marathon Stock will have one vote and each share of Steel
Stock will have a fluctuating vote per share based on time-weighted average
ratios of their Market Values.

Assuming that the time-weighted averages of the Market Values of Marathon Stock
and Steel Stock were $27 and $25, respectively, the per share voting rights of
Marathon Stock and Steel Stock would be one vote and .926 votes per share,
respectively. If the Marathon Stock and the Steel Stock had those voting rights
as of September 30, 1999, the holders of Marathon Stock and Steel Stock would
have approximately 79% and 21%, respectively, of the total voting power of USX.

LIMITATIONS ON POTENTIAL UNSOLICITED ACQUISITIONS

If the Marathon Group and the U.S. Steel Group were separate companies, any
person interested in acquiring one of them without negotiating with management
could seek to obtain control of it by means of a tender offer or proxy contest.
Because each group is not a separate company, any person interested in acquiring
only one group without negotiating with USX management would be required to seek
control of the voting power representing all of the outstanding capital stock of
USX entitled to vote on such acquisition.

Because of fluctuations in the relative Market Values of shares of the classes
of Common Stock, the voting power of a particular stockholder may be increased
or decreased from that held at the time the stockholder acquired the stock or
from that held at the time of the previous vote. The fluctuating voting powers
of the classes of Common Stock may influence a purchaser interested in acquiring
and maintaining control of USX to acquire holdings in both classes of Common
Stock.

DIVIDENDS AND EARNINGS PER SHARE

The Board intends to declare and pay dividends on the Marathon Stock and Steel
Stock based on the financial condition and results of operations of the
respective group.

Subject to any prior rights of the holders of Preferred Stock:

(a) dividends on Marathon Stock will be payable out of legally available
funds of USX (as defined under Delaware law); and

(b) dividends on Steel Stock will be payable out of the lesser of

(1) the Available Steel Dividend Amount and

(2) legally available funds.

19
<PAGE> 22

In making its dividend decisions, the Board will rely on the financial
statements of each group. In determining its dividend policy, the Board will
consider, among other things, the long-term earnings and cash flow capabilities
of each group, as well as the dividend policies of similar publicly traded
companies.

The method of calculating earnings per share for the Marathon Stock and the
Steel Stock reflects the Board's intent that the separately reported earnings
and surplus of the Marathon Group and the U.S. Steel Group as determined
consistent with the Certificate of Incorporation, are available for payment of
dividends to the respective classes of stock, although legally available funds
and liquidation preferences of these classes of stock do not necessarily
correspond with these amounts.

Delaware law requires that dividends on all classes of Preferred Stock and
Common Stock be limited to legally available funds of USX, which is determined
on the basis of the entire Corporation.

Distributions on the Marathon Stock and the Steel Stock could not be made if USX
failed to pay dividends on any series of Preferred Stock. Net losses of either
group as well as dividends and distributions on either class of Common Stock or
any series of Preferred Stock and repurchases of either class of Common Stock or
any series of Preferred Stock, will reduce the funds of USX legally available
for payment of dividends on both classes of Common Stock.

Under Delaware law, a corporation may declare and pay dividends on its capital
stock either

(1) out of its surplus or

(2) in case there is no surplus, out of its net profits for the year in
which the dividend is declared and/or the preceding fiscal year.

"Surplus" is the amount by which the total assets of the corporation exceed
total liabilities and capital.

Capital for USX is the sum of

(a) the aggregate par value of the outstanding shares of Common Stock
(equal to $1 per share) and

(b) the aggregate stated capital of the outstanding shares of 6.50%
Preferred Stock ($1 per share).

If the capital of a corporation is diminished by depreciation in the value of
its properties, or by losses, or otherwise, to an amount less than the aggregate
amount of capital represented by the outstanding stock of all classes having a
preference upon the distribution of assets, dividends may not be paid out of net
profits (that is pursuant to clause (2) above) until the deficiency in capital
shall have been repaired.

For purposes of determining surplus, the assets and liabilities of a corporation
are to be valued on the basis of market value.

20
<PAGE> 23

POTENTIAL EFFECTS OF EXCHANGE AND REDEMPTION OF COMMON STOCK

Under various conditions, the Steel Stock may be exchanged at USX's option for
shares of Marathon Stock at a 10% premium. Any exchange of Steel Stock for
Marathon Stock would preclude holders of Steel Stock from retaining their
investment in a security reflecting USX's steel business.

- --------------------------------------------------------------------------------
MANAGEMENT AND ACCOUNTING POLICIES

MANAGEMENT POLICIES

The Board has adopted certain policies with respect to the Marathon Group and
the U.S. Steel Group including, without limitation, the intention to:

(i) limit capital expenditures of the U.S. Steel Group over the long
term to an amount equal to the internally generated cash flow of the
U.S. Steel Group, including funds generated by sales of assets of
the U.S. Steel Group,

(ii) sell assets and provide services between the groups only on an
arm's-length basis, and

(iii) treat funds generated by sale of Marathon Stock and Steel Stock and
securities convertible into such stock as assets of the respective
group.

ACCOUNTING MATTERS AND POLICIES

The Marathon Group and the U.S. Steel Group financial statements are prepared in
accordance with generally accepted accounting principles, and these financial
statements, taken together, comprise all of the accounts included in the
corresponding consolidated financial statements of USX.

The financial statements of the Marathon Group and the U.S. Steel Group
principally reflect the financial position and results of operations of the
businesses included in the group.

Consistent with the Certificate of Incorporation and related policies, group
financial statements also include portions of USX's corporate assets and
liabilities (including contingent liabilities). Principal corporate activities
attributed to the groups and reflected in their financial statements include
financial activities, corporate general and administrative costs, common stock
transactions and income taxes.

MANAGEMENT AND ACCOUNTING POLICIES SUBJECT TO CHANGE

These policies may be modified or rescinded in the sole discretion of the Board
without approval of stockholders, although there is no present intention to do
so.

The Board may also adopt additional policies depending upon the circumstances.
Any determination of the Board to modify or rescind such policies, or to adopt
additional policies, including any decision that would have disparate impacts
upon holders of Marathon Stock or Steel Stock, would be made by the Board in
good faith and in the honest belief that such decision is in the best interests
of all stockholders of USX. In addition, generally accepted accounting
principles require that any change in accounting policy be preferable to the
previous policy.

21
<PAGE> 24

SCHEDULE I

USX-U.S. STEEL GROUP COMMON STOCK
DIVIDEND REINVESTMENT AND
DIRECT STOCK PURCHASE PLAN
LIST OF IMPORTANT DATES THROUGH 2002
APPLICABLE ONLY IF DISCOUNT IS IN EFFECT

<TABLE>
<CAPTION>
(C) (D) (E) (G)
THRESHOLD PRICE AND * OPTIONAL CASH (F)
WAIVER DISCOUNT, IF RECORD INVESTMENTS MUST PRICING PERIOD
CYCLE ANY, WILL BE SET BY: DATE: BE RECEIVED BY: START DATE: INVESTMENT DATE:
- ----- -------------------- ----------- ---------------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
B 9/17/99 9/21/99 9/22/99 9/23/99 10/11/99
B 10/19/99 10/21/99 10/22/99 10/25/99 11/10/99
A 11/15/99 11/17/99 11/22/99 11/23/99 12/10/99
B 12/16/99 12/20/99 12/21/99 12/22/99 1/10/00
B 1/19/00 1/21/00 1/24/00 1/25/00 2/10/00
A 2/14/00 2/16/00 2/22/00 2/23/00 3/10/00
B 3/17/00 3/21/00 3/22/00 3/23/00 4/10/00
B 4/17/00 4/19/00 4/20/00 4/24/00 5/10/00
A 5/15/00 5/17/00 5/23/00 5/24/00 6/12/00
B 6/15/00 6/19/00 6/20/00 6/21/00 7/10/00
B 7/19/00 7/21/00 7/24/00 7/25/00 8/10/00
A 8/14/00 8/16/00 8/22/00 8/23/00 9/11/00
B 9/18/00 9/20/00 9/21/00 9/22/00 10/10/00
B 10/19/00 10/23/00 10/24/00 10/25/00 11/10/00
A 11/14/00 11/16/00 11/21/00 11/22/00 12/11/00
B 12/14/00 12/19/00 12/20/00 12/21/00 1/10/01
B 1/19/01 1/23/01 1/24/01 1/25/01 2/12/01
A 2/16/01 2/21/01 2/21/01 2/22/01 3/12/01
B 3/16/01 3/20/01 3/22/01 3/23/01 4/10/01
B 4/18/01 4/20/01 4/23/01 4/24/01 5/10/01
A 5/17/01 5/21/01 5/22/01 5/23/01 6/11/01
B 6/15/01 6/19/01 6/20/01 6/21/01 7/10/01
B 7/19/01 7/23/01 7/24/01 7/25/01 8/10/01
A 8/14/01 8/16/01 8/21/01 8/22/01 9/10/01
B 9/18/01 9/20/01 9/21/01 9/24/01 10/10/01
B 10/19/01 10/23/01 10/24/01 10/25/01 11/12/01
A 11/19/01 11/21/01 11/21/01 11/21/01 12/10/01
B 12/17/01 12/19/01 12/20/01 12/21/01 1/10/02
B 1/17/02 1/22/02 1/23/02 1/24/02 2/11/02
A 2/15/02 2/20/02 2/20/02 2/21/02 3/11/02
B 3/18/02 3/20/02 3/21/02 3/22/02 4/10/02
B 4/18/02 4/22/02 4/23/02 4/24/02 5/10/02
</TABLE>

S-1
<PAGE> 25

- ---------

<TABLE>
<S> <C>
A. Investment of optional cash investments and reinvestment of
dividends.
B. Investment of optional cash investments only.
C. The Threshold Price and Waiver Discount (if any) will be
established two business days prior to the Record Date.
D. The Record Date for dividend months (those indicated by the
letter "A" in the cycle column) will be established by the
Board of Directors.
The Record Date for non-dividend months (those indicated by
the letter "B" in the cycle column) will be two business
days immediately preceding the first day of the Pricing
Period.
E. Optional cash payments are due by the last business day
prior to commencement of the Pricing Period.
F. The Pricing Period will be the twelve consecutive Trading
Days ending on the Trading Day immediately preceding the
Investment Date.
G. The Investment Date will be the dividend payment date during
a month in which a cash dividend is paid and in any other
month, will be the tenth calendar day of such month,
however, if either the dividend payment date or such tenth
day falls on a date when the New York Stock Exchange is
closed, the Investment Date will be the first day following
on which the New York Stock Exchange is open.
</TABLE>

<TABLE>
<CAPTION>
U. S. EQUITY
MARKETS CLOSED
--------------------------------
1999 2000** 2001** 2002**
---- ------ ------ ------
<S> <C> <C> <C> <C>
New Years Day 1/1 1/1 1/1 1/1
Martin L. King Day 1/18 1/17 1/15 1/21
Presidents Day 2/15 2/21 2/19 2/18
Good Friday 4/2 4/21 4/13 3/29
Memorial Day 5/31 5/29 5/28 5/27
Independence Day 7/5 7/4 7/4 7/4
Labor Day 9/6 9/4 9/3 9/2
Thanksgiving Day 11/25 11/23 11/29 11/28
Christmas Day 12/24 12/25 12/25 12/25
</TABLE>

* Record Dates in dividend months (February, May, August and November) are
established as 3rd Wednesday of month unless that day is 15th, then date is
16th.

[** Estimated.]

S-2
<PAGE> 26

APPENDIX I
SUMMARY OF USX COMMON STOCK

The following summary is qualified in its entirety by the detailed information
appearing elsewhere in, or incorporated by reference in, this Prospectus.
Capitalized terms used in this summary have the respective meanings ascribed to
them elsewhere in this Prospectus.

NUMBER OF SHARES
OUTSTANDING AS OF
SEPTEMBER 30, 1999: 310,078,463 88,369,115

VOTING RIGHTS: Except as otherwise described herein, the Except as otherwise described herein, the
Marathon Stock will vote as a single Steel Stock will vote as a single class
class with the Steel Stock. The Marathon with the Marathon Stock. Each share of
Stock will have one vote per share. Steel Stock will have a variable number
of votes based upon the relative Market
Values of one share of Steel Stock and
one share of Marathon Stock, and may have
more than, less than or exactly one vote
per share.

DIVIDENDS: Dividends on the Marathon Stock will be Dividends on the Steel Stock will be paid
paid at the discretion of the Board based at the discretion of the Board based
primarily upon the long-term earnings and primarily upon the long-term earnings and
cash flow capabilities of the Marathon cash flow capabilities of the U.S. Steel
Group, as well as on the dividend Group, as well as on the dividend
policies of publicly traded energy policies of publicly traded steel
companies. Dividends will be payable out companies. Dividends will be payable out
of all funds of USX legally available of the lesser of (i) all funds of USX
therefor. legally available therefor and (ii) the
Available Steel Dividend Amount.

EXCHANGE AND USX may exchange the Marathon Stock for USX may exchange the Steel Stock for
REDEMPTION: shares of a wholly owned subsidiary that shares of a wholly owned subsidiary that
holds all the assets and liabilities of holds all the assets and liabilities of
the Marathon Group. The effect of this the U.S. Steel Group. The effect of this
exchange would be to spin off the exchange would be to spin off the U.S.
Marathon Group to holders of Marathon Steel Group to holders of Steel Stock.
Stock.
If USX sells all or substantially all of
the properties and assets of the U.S.
Steel Group, USX must either: (i) pay a
special dividend to holders of Steel
Stock equal to the Net Proceeds; or (ii)
redeem shares of Steel Stock having an
aggregate Market Value closest to the
value of the Net Proceeds for an amount
equal to the Net Proceeds; or (iii)
exchange each share of Steel Stock for a
number of shares of Marathon Stock equal
to 110% of the ratio of the Market Values
of one share of Steel Stock to one share
of Marathon Stock.

LIQUIDATION: In the event of the liquidation of USX, In the event of the liquidation of USX,
holders of Marathon Stock will share the holders of Steel Stock will share the
funds, if any, remaining for distribution funds, if any, remaining for distribution
to common stockholders with holders of to common stockholders with holders of
Steel Stock based upon the relative Marathon Stock based upon the relative
market capitalizations of each. market capitalizations of each.

LISTING: NYSE under the symbol "MRO." NYSE under the symbol "X."
</TABLE>

I-1
<PAGE> 27

USX LOGO
USX-U.S. STEEL GROUP COMMON STOCK
- --------------------------------------------------------------------------------
INQUIRIES/CORRESPONDENCE: USX SHAREHOLDER SERVICES

For recorded information concerning the following Plan features, Call (412)
433-4707.

Discount
Threshold Price
Requests for Waivers
Source of shares--Open Market Purchase or USX Issuance

For other information about the Plan:

<TABLE>
<S> <C>
Call USX Shareholder Services: (412) 433-4801
FAX: (412) 433-4818
Internet: www.usx.com
EMAIL: [email protected]
</TABLE>

Send written correspondence and optional cash Investments to:

USX CORPORATION
SHAREHOLDER SERVICES
600 GRANT STREET, ROOM 611
PITTSBURGH, PA 15219-4776

Please include your daytime telephone number. Please use transaction stub at top
of your quarterly statement for optional cash Investments.
<PAGE> 28

USX Logo

USX CORPORATION

USX-U.S. STEEL GROUP COMMON STOCK

DIVIDEND REINVESTMENT AND
DIRECT STOCK PURCHASE PLAN

PROSPECTUS
October , 1999
<PAGE> 29

- --------------------------------------------------------------------------------
PROSPECTUS
- --------------------------------------------------------------------------------

USX CORPORATION
USX-MARATHON GROUP COMMON STOCK
DIVIDEND REINVESTMENT AND
DIRECT STOCK PURCHASE PLAN

To the Holders of and investors interested in USX-Marathon Group Common Stock:

We are pleased to send you this Prospectus describing the USX-Marathon Group
Common Stock Dividend Reinvestment and Direct Stock Purchase Plan. Effective
October , 1999, we have modified the existing Plan to allow participation by
non-shareholders. This new direct purchase feature allows enrollment in the Plan
by making an initial investment of at least $500. The Plan provides a simple and
convenient method to purchase additional shares of USX-Marathon Group Common
Stock.

IF YOU ARE ALREADY PARTICIPATING IN THE PLAN, NO ACTION IS REQUIRED.

Some of the significant features of the Plan are:

-- Enrollment through initial direct stock purchase.

-- Purchases through the reinvestment of quarterly dividends of up to
$35,000 (more with permission of USX).

-- Purchases through monthly optional cash payments (minimum $50) up to
$10,000 (more with permission of USX).

-- Regular monthly investment can be made by automatic bank debits.

-- Optional cash payments will generally be invested within a week of
receipt.

-- From time to time shares may be purchased at a discount of up to 3%
upon notice from USX.

-- No brokerage commissions for purchases.

-- Recordkeeping is simplified since you will receive quarterly
statements of your account.

-- All certificates held by you may be deposited for safekeeping at no
cost to you whether or not dividends are reinvested.

We hope you will find this Plan to be of interest. We believe it offers you
an attractive way to initially invest or increase your investment in
USX-Marathon Group Common Stock.

Sincerely,

/s/ T. J. USHER
Chairman, Board of Directors
------------------

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

October , 1999
<PAGE> 30

- --------------------------------------------------------------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
USX Corporation............................................. 3
USX Common Stock............................................ 3
Enrollment.................................................. 4
Investment Options and Limitations.......................... 5
Dividend Reinvestment.................................. 5
Optional Cash Investments Only......................... 5
Limitations on Purchases............................... 6
Waiver of Limitations.................................. 6
Purchase of Shares for the Plan............................. 7
Purchases.............................................. 7
Purchases Exceeding Plan Limits--Discount in Effect.... 8
Administrator of the Plan................................... 9
Control Over Purchases...................................... 9
Sale of Shares for the Plan................................. 10
Safekeeping of Your Stock Certificates and Book Entry....... 10
Gifts, Transfers and Pledges of Shares...................... 11
Issuance of Certificates.................................... 11
Plan Service Fees........................................... 12
Tracking Your Investments................................... 12
U. S. Federal Income Tax Information........................ 12
Miscellaneous............................................... 13
Voting of Proxies...................................... 13
Responsibility of Administrator and USX Corporation.... 13
Plan Modification or Termination....................... 13
Change of Eligibility or Termination................... 13
Foreign Participation.................................. 14
Interpretation......................................... 14
Available Information....................................... 14
Incorporation by Reference............................. 14
Reliance............................................... 15
Legal Matters............................................... 15
Experts..................................................... 15
Price Range of Marathon Stock, Dividends and Dividend
Policy.................................................... 16
Special Considerations...................................... 17
Management and Accounting Policies.......................... 21
Schedule I--List of Important Dates through 2002............ S-1
Appendix I--Summary of USX Common Stock..................... I-1
Inquiries/Correspondence: USX Shareholder Services......back cover
</TABLE>

2
<PAGE> 31

- --------------------------------------------------------------------------------
USX CORPORATION

USX, a Delaware corporation, engages in the energy business through its Marathon
Group and in the steel business through its U.S. Steel Group.

- --------------------------------------------------------------------------------
USX COMMON STOCK

USX has two classes of common stock outstanding:

-- USX-Marathon Group Common Stock (referred to as Marathon Stock)

-- USX-U.S. Steel Group Common Stock (referred to as Steel Stock).

3
<PAGE> 32

- --------------------------------------------------------------------------------
ENROLLMENT

To Enroll:

<TABLE>
<CAPTION>
<S> <C>
-- IF YOU DO NOT OWN ANY MARATHON You can join the Plan by making an initial investment
STOCK of at least $500 (maximum is $10,000). Return a
completed Authorization Form to USX Shareholder
Services, along with your check or money order payable
to USX Corporation. A $10 enrollment fee will be
deducted from your initial investment. Please allow
two weeks for your account to be established, initial
shares to be purchased and a statement to be mailed to
you. No interest will be paid on amounts held by us
pending investment.
-- CURRENT PARTICIPANTS IN THE PLAN You are automatically enrolled in the Plan. NO ACTION
IS REQUIRED UNLESS YOU WANT TO MAKE A CHANGE IN YOUR
ELECTION.
-- IF YOU OWN MARATHON STOCK You can join the Plan by returning a completed
REGISTERED IN YOUR NAME Authorization Form to USX Shareholder Services. (No
enrollment fee required.)
-- IF YOUR SHARES ARE HELD IN A To participate directly in the Plan, you should direct
BROKERAGE, BANK OR OTHER your broker, bank, or trustee to register some or all
INTERMEDIARY ACCOUNT of your Steel Stock shares directly in your name. You
can then get started in the Plan by returning a
completed Authorization Form to USX Shareholder
Services. Authorization Forms are mailed automatically
once shares are registered in your name. (No
enrollment fee required.)
</TABLE>

4
<PAGE> 33

- --------------------------------------------------------------------------------
INVESTMENT OPTIONS AND LIMITATIONS

Once enrolled in the Plan, you have the following investment options:

- -- DIVIDEND REINVESTMENT:

When completing the Dividend Reinvestment section of the Authorization Form, YOU
MUST CHOOSE ONE OF THE FOLLOWING:

FULL DIVIDEND REINVESTMENT: Purchase shares of Marathon Stock with all
of your cash dividends. The dividends on all of your shares held in the
Plan will also be reinvested in shares of Marathon Stock. Additional
shares may also be purchased with optional cash.

You can change your dividend reinvestment election at any time by notifying USX
Shareholder Services.

- -- OPTIONAL CASH INVESTMENTS ONLY: You can purchase additional shares of
Marathon Stock by using the Plan's optional cash investment feature regardless
of whether dividends are reinvested. Dividends will be automatically reinvested
on those shares retained in the Plan. You can invest at least $50 at any one
time up to a maximum of $10,000 in any month unless the limit is waived by USX.
INTEREST WILL NOT BE PAID ON AMOUNTS HELD BY US PENDING INVESTMENT.

- BY CHECK OR MONEY ORDER: You can make optional cash investments by
sending a check or money order payable to USX Corporation. DO NOT SEND CASH.

5
<PAGE> 34

received by 2:00 p.m. on Thursday. You may not sell or withdraw shares purchased
by check for a period of 14 days from the receipt of the check. A $25 fee will
be assessed for a check that is returned for insufficient funds.

- -- LIMITATIONS ON PURCHASES:

O Optional and Initial Cash Investments

-- at least $500 initial cash investment

-- at least $50 optional cash investment at any one time

-- no more than $10,000 in any one month

O Dividend Reinvestments

-- up to $35,000 per dividend payment

O All limitations may be waived by USX upon written request

In deciding whether to approve a request, USX will consider relevant factors
including, but not limited to, USX's need for additional funds, the
attractiveness of obtaining such additional funds by the sale of Marathon Stock
by comparison to other sources of funds, the applicable purchase price, the
participant submitting the request, the extent and nature of such participant's
prior participation in the Plan, the number of shares of Marathon Stock held of
record by such participant and the aggregate amount of such dividends and
initial or optional cash payments in excess of the allowable maximum amounts for
which requests have been submitted by all participants.

6
<PAGE> 35

If requests are submitted for any Investment Date (see "Purchase of Shares for
the Plan--Purchases Exceeding Plan Limits--Discount in Effect" on page 8 for a
discussion of the Investment Date) for an aggregate amount in excess of the
amount USX is then willing to accept, USX may honor such requests in order of
receipt, pro rata or by any other method which USX determines to be appropriate.

- --------------------------------------------------------------------------------
PURCHASE OF SHARES FOR THE PLAN

PURCHASES

The following discussion pertains to

(a) all purchases within Plan Limits and

(b) all purchases in excess of Plan Limits when no Discount is in
effect.

- -- SOURCE AND PRICING OF SHARES:

SOURCE OF SHARES: Stock needed to meet the requirements of the Plan will
either be purchased in the open market or issued directly by USX.

PRICE OF SHARES PURCHASED IN THE OPEN MARKETS: If the shares are purchased
in the open market, your price per share will be the weighted average price of
shares purchased on that day to satisfy Plan requirements. A bank or other agent
will purchase shares for the Plan on any securities exchange where the Marathon
Stock is traded, in the over-the-counter market or in privately negotiated
transactions.

If there is no trading of Marathon Stock on the NYSE on the day the price is to
be determined, the price per share will be determined by USX on the basis of
such market quotations as it considers appropriate.

7
<PAGE> 36

PURCHASES EXCEEDING PLAN LIMITS--DISCOUNT IN EFFECT

The following discussion pertains only to purchases for which a Waiver of
Limitation has been obtained when a Discount is in effect. The terms set forth
below will apply to the full amount for which a waiver has been obtained. For
example, if a waiver is obtained to make an optional cash purchase of $15,000,
$5,000 over the limit, the full $15,000 will be subject to these terms.

USX has never established a Discount for the Marathon Plan.

- -- SOURCE AND PRICING OF SHARES:

SOURCE OF SHARES: Stock required to meet the requirements of the Plan when
a Discount is in effect will be issued directly by USX.

PRICE OF SHARES PURCHASED FROM USX: Your price per share will be the
average of the daily high and low sales prices of Marathon Stock on the NYSE
Composite for the twelve Trading Days immediately preceding the relevant
Investment Date less the Discount.

SEE SCHEDULE I FOR A LIST OF RELEVANT DATES.

A "Trading Day" means a day on which trades of the Marathon Stock are
reported on the New York Stock Exchange.

The twelve Trading Days immediately preceding the relevant Investment Date is
the relevant "Pricing Period."

- -- TIMING: Shares purchased from USX will be purchased on the Investment Date
which is on or about the tenth of each month.

8
<PAGE> 37

In the event that the Threshold Price is not satisfied for a Trading Day of the
Pricing Period, then that Trading Day and the trading prices for that day will
be excluded from the Pricing Period and the determination of the Purchase Price.
A day will also be excluded from the Pricing Period and the determination of the
Purchase Price if there are no trades of Marathon Stock reported on the NYSE for
such day. For example, if the Threshold Price is not satisfied for three of the
twelve Trading Days, then the Purchase Price will be based upon the remaining
nine Trading Days for which the Threshold Price was satisfied.

Each Trading Day of a Pricing Period for which the Threshold Price is not
satisfied or each day for which there are no trades of Marathon Stock reported
on the NYSE will cause the return of a portion of your initial or optional cash
payment. The returned amount will equal one-twelfth of the total amount of the
initial or optional cash payments for which the relevant Waiver of Limitation
was received for each Trading Day that the Threshold Price is not satisfied or
for each day no such sales are reported. For example, if the Threshold Price is
not satisfied or no such sales are reported for three Trading Days, 3/12 (or
25%) of your initial or optional cash payments for which the relevant Waiver of
Limitation was received will be returned without interest to you.

- --------------------------------------------------------------------------------
ADMINISTRATOR OF THE PLAN

USX administers the Plan, keeps records, sends statements of account to you and
performs other duties related to the Plan. USX will register and hold shares
purchased for you through the Plan or deposited by you for safekeeping in the
Plan in its name, as agent, until a written request is received from you for the
sale of or issuance of certificates for all or part of your Plan Shares. USX
also acts as dividend disbursing and transfer agent for the Marathon Stock. USX
may appoint a different administrator for the Plan at any time. USX or any
appointed administrator is referred to as the "Administrator."

- --------------------------------------------------------------------------------
CONTROL OVER PURCHASES

9
<PAGE> 38

If you send in an initial or optional cash investment, it is possible that the
market price of Marathon Stock could go up or down before your funds are used to
purchase stock. Further, USX may change the method of stock purchase (purchase
in the open market or from USX) at any time within any three month period.
THEREFORE, YOU WILL NOT BE ABLE TO PRECISELY TIME YOUR PURCHASES THROUGH THE
PLAN AND WILL BEAR THE MARKET RISK ASSOCIATED WITH FLUCTUATIONS IN THE PRICE OF
MARATHON STOCK.

IN ADDITION, YOU WILL NOT EARN INTEREST ON INITIAL OR OPTIONAL CASH INVESTMENTS
FOR THE PERIOD BEFORE THE SHARES ARE PURCHASED.

- --------------------------------------------------------------------------------
SALE OF SHARES FOR THE PLAN

TIMING AND CONTROL:

YOU WILL NOT BE ABLE TO PRECISELY TIME YOUR SALES THROUGH THE PLAN AND WILL BEAR
THE MARKET RISK ASSOCIATED WITH FLUCTUATION IN THE PRICE OF MARATHON STOCK. That
is, if you send in a request to sell shares, it is possible that the market
price of Marathon Stock could go down or up before your shares are sold. In
addition, you will not earn interest on a sales transaction.

- --------------------------------------------------------------------------------
SAFEKEEPING OF YOUR STOCK CERTIFICATES AND BOOK ENTRY

Any Marathon Stock shareholder may use the Plan's "safekeeping" service to
deposit Marathon Stock certificates at no cost whether or not dividends are
reinvested. Safekeeping is beneficial because you no longer bear the risk and
cost associated with the loss, theft, or destruction of stock certificates.

10
<PAGE> 39

Shares of Marathon Stock that you buy under the Plan will be maintained in your
Plan account for safekeeping in book entry form. You will receive a quarterly
statement detailing the status of your holdings.

- --------------------------------------------------------------------------------
GIFTS, TRANSFERS AND PLEDGES OF SHARES

YOU CAN GIVE OR TRANSFER MARATHON STOCK TO ANYONE YOU CHOOSE BY:

O Making an initial $500 cash investment to establish an account in the
recipient's name; or

O Submitting an optional cash investment on behalf of an existing shareholder
in the Plan in an amount not less than $50 nor more than $10,000; or

O Transferring shares from your account to the recipient (minimum of five
shares to new accounts).

Plan shares may not be pledged and any such purported pledge shall be void. If
you want to pledge your shares, you must first withdraw them from your Plan
Account.

If you need additional assistance, please call USX Shareholder Services at (412)
433-4801.

- --------------------------------------------------------------------------------
ISSUANCE OF CERTIFICATES

You can withdraw all or some of the shares from your Plan account by notifying
USX Shareholder Services.

Certificates will be issued for whole shares only. In the event your request
involves a fractional share, a check (less any applicable fees) for the value of
the fractional share will be mailed to you. You should receive your certificate
within two weeks of your request. Dividends will continue to be reinvested in
Marathon Stock unless USX is specifically advised to discontinue reinvestment.

11
<PAGE> 40