USX CORP (Form: S-8, Received: 01/25/1996 00:00:00)

As filed with the Securities and Exchange Commission on January 25, 1996

Registration No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT

Under
The Securities Act of 1933

USX CORPORATION

(Exact name of issuer as specified in its charter)

            Delaware                                        25-0996816
- --------------------------------                      -----------------------
    (State of Incorporation)                               (IRS Employer
                                                        Identification No.)

USX CORPORATION SAVINGS FUND PLAN FOR SALARIED EMPLOYEES
(Full title of the Plan)

Dan D. Sandman, General Counsel and Secretary
USX CORPORATION
600 Grant Street, Pittsburgh, PA 15219-4776
(412) 433-1121
(Name, Address and Telephone No. of Agent for Service)




                                     CALCULATION OF REGISTRATION FEE
============================================================================================================
TITLE OF SECURITIES        AMOUNT BEING      PROPOSED MAXIMUM        PROPOSED MAXIMUM          AMOUNT OF
  BEING REGISTERED          REGISTERED      OFFERING PRICE PER      AGGREGATE OFFERING      REGISTRATION FEE
                                                   SHARE                   PRICE
USX-Marathon Group           1,000,000            $19.38                $19,380,000              $6,683
Common Stock, par
value $1 per share

USX-U.S. Steel Group         2,000,000            $32.50                $65,000,000             $22,414
Common Stock, par                                                                               -------
value $1 per share

   Total                                                                                        $29,097
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PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed with the Commission (File No. 1-5153) by USX Corporation (hereinafter "USX," the "Company" or the "Corporation") are incorporated herein by reference:

1. Annual Report on Form 10-K for the year ended December 31, 1994.

2. Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1995.

3. Annual Report on Form 11-K of the USX Corporation's Savings Fund Plan for Salaried Employees for the year ended December 31, 1994.

4. Current Reports on Form 8-K dated March 3, June 15, July 18, 1995, and January 25, 1996.

5. The description of USX-Marathon Group Common Stock contained in USX's Amendment to a Registration Statement on Form 8-A filed on April 11, 1991.

6. The description of USX-U. S. Steel Group Common Stock contained in USX's Registration Statement on Form 8-A filed on April 11, 1991.

All documents subsequently filed by USX pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes

such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Inapplicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the issuance of the Securities being registered has been passed upon for the Company by J. A. Hammerschmidt, Esq., Assistant General Counsel-Corporate for the Company. Mr. Hammerschmidt in his capacity as Assistant General Counsel is paid a salary by the Company and participates in various employee benefit plans offered by the Company generally.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article V of the USX's By Laws provides that USX shall indemnify to the fullest extent permitted by law any person who is made or is threatened to be made a party or is involved in any action, suit, or proceeding whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director, officer, employee or agent of USX or is or was serving at the request of USX as an officer, director, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity.

USX is empowered by Section 145 of the Delaware General Corporation Law, subject to the procedures and limitations stated therein, to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of USX) by reason of the fact that such person is or was an officer, employee, agent or director of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of

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another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Corporation may indemnify any such person against expenses (including attorney's fees) in an action by or in the right of the Corporation under the same conditions, except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to the Corporation. To the extent such person is successful on the merits or otherwise in the defense of any action referred to above, the Corporation must indemnify him against the expenses which he actually and reasonably incurred in connection therewith.

Policies of insurance are maintained by the Corporation under which directors and officers of USX are insured, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities which might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been such directors or officers.

The Corporation's Certificate of Incorporation provides that no director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director, except
(i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Inapplicable.

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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

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offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, and each filing of any employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on the 25th day of January, 1996.

USX CORPORATION

By: /s/ LEWIS B. JONES
    --------------------------------
    Lewis B. Jones
    Vice President and Comptroller

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of the 25th day of January, 1996.

*THOMAS J. USHER

Thomas J. Usher, Chairman of the Board of Directors & Chief Executive Officer and Director

*ROBERT M. HERNANDEZ

Robert M. Hernandez Vice Chairman & Chief Financial Officer and Director

/s/ LEWIS B. JONES
----------------------------------
Lewis B. Jones
Vice President & Comptroller

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*NEIL A. ARMSTRONG
Neil A. Armstrong, Director

*VICTOR G. BEGHINI
Victor G. Beghini, Director

*JEANETTE GRASSELLI BROWN
Jeanette Grasselli Brown, Director

*CHARLES A. CORRY
Charles A. Corry, Director

*CHARLES R. LEE
Charles R. Lee, Director

*PAUL E. LEGO
Paul E. Lego, Director

*JOHN F. MCGILLICUDDY
John F. McGillicuddy, Director

Ray Marshall, Director

John M. Richman

Seth E. Schofield, Director

John W. Snow, Director

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Paul J. Wilhelm, Director

*Douglas C. Yearley
Douglas C. Yearley, Director

/s/ LEWIS B. JONES
----------------------------------
 *By: Lewis B. Jones
      Attorney-in-Fact

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EXHIBIT INDEX

3       USX's Restated Certificate of Incorporation dated
        November 1, 1993. (Incorporated by reference to
        Exhibit 3.1 to USX's Quarterly Report on Form 10-Q
        for the quarter ended September 30, 1993.)

5       Opinion of J. A. Hammerschmidt, Esq., Assistant
        General Counsel-Corporate of USX Corporation.

23(a)   Consent of Price Waterhouse LLP.

23(b)   Consent of J. A. Hammerschmidt, Esq., Assistant
        General Counsel of USX Corporation (contained in his
        opinion annexed hereto as Exhibit 5).

24      Powers of Attorney for Directors of USX Corporation.

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USX Corporation Fax: 412 433 2811 LAW DEPARTMENT 600 Grant Street
Pittsburgh, PA 15219-4776

EXHIBIT 5

January 25, 1996

USX

Board of Directors

USX Corporation
600 Grant Street
Pittsburgh, Pennsylvania 15219-4776

Attention: Mr. Thomas J. Usher Chairman, Board of Directors

Gentlemen:

I am Assistant General Counsel-Corporate of USX Corporation, a Delaware corporation ("USX"). I, or attorneys subject to my supervision, have served as counsel to USX in connection with the proposed issuance of up to 1,000,000 shares of USX-Marathon Group Common Stock and 2,000,000 shares of USX-U. S. Steel Group Common Stock (the "Shares") in connection with the USX Corporation Savings Fund Plan for Salaried Employees and in the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 ("Registration Statement") relating to such Shares.

As Assistant General Counsel-Corporate of USX, I am familiar with USX's Restated Certificate of Incorporation and By-Laws. I am also familiar with the resolution adopted by USX's Board of Directors on September 28, 1993 authorizing the issuance of the Shares. I have examined the Registration Statement and have examined or caused to be examined such other documents, corporate records and certificates of corporate officers and public officials as I have deemed relevant or necessary to giving the opinion set forth below.

Based on the foregoing, I am of the opinion that the issuance of the Shares has been approved by all necessary corporate action and that when the Shares are sold they will be legally issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement.

Very truly yours,

/s/ JOHN A. HAMMERSCHMIDT

John A. Hammerschmidt
Assistant General Counsel
Corporate

JPM53259:jm

Marathon Oil Company
U.S. Steel Group

Delhi Group

EXHIBIT 23.a

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 14, 1995, relating to the consolidated financial statements of USX Corporation, the financial statements of the Marathon Group, the financial statements of the U.S. Steel Group, and the financial statements of the Delhi Group, appearing on pages U-3, M-3, S-3, and D-3, respectively, of the Annual Report on Form 10-K of USX Corporation for the year ended December 31, 1994. We also consent to the incorporation by reference in this Registration Statement of our report dated May 12, 1995 appearing on page 16 of the Form 11-K of USX Corporation relating to the Savings Fund for Salaried Employees for the year ended December 31, 1994.

PRICE WATERHOUSE LLP
Pittsburgh, Pennsylvania

January 25, 1996

EXHIBIT 24

POWER OF ATTORNEY