Marathon Oil Corporation - SEC Filing



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                            SCHEDULE 14A INFORMATION
 
                  Proxy Statement Pursuant to Section 14(a) of
                       the Securities Exchange Act of 1934
 
    Filed by the Registrant / /
    Filed by a party other than the Registrant / /
 
    Check the appropriate box:
    / /  Preliminary Proxy Statement
    / /  Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
    /X/  Definitive Proxy Statement
    / /  Definitive Additional Materials
    / /  Soliciting Material Pursuant to Section 240.14a-11(c)
         or Section 240.14a-12

                                 USX CORPORATION
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 
--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
/X/  No fee required.

/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 
     and 0-11.

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

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

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

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/ / Fee paid previously with preliminary materials.

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

    (1) Amount Previously Paid:

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<PAGE>

                        USX Corporation


[LOGO]                  NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
   USX                  AND PROXY STATEMENT

                        2001



                        Marathon Group Common Stock
                        U. S. Steel Group Common Stock


                        TUESDAY, APRIL 24, 2001
                        10:00 A.M. EASTERN TIME



                        Ballroom 4
                        The Greater Columbus Convention Center
                        400 North High Street
                        Columbus, Ohio 43215


                        PLEASE VOTE PROMPTLY EITHER BY:
                        - telephone,
                        - the Internet, or
                        - marking, signing and returning your proxy or
                          voting instruction card.




<PAGE>

                                      [LOGO]
                                       USX


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





March 12, 2001


Dear USX Stockholder,

We will hold our 2001 annual meeting of stockholders in Ballroom 4 of The
Greater Columbus Convention Center, 400 North High Street, Columbus, Ohio, on
Tuesday, April 24, 2001 at 10:00 A.M. Eastern Time.

We will elect directors and independent accountants at the meeting. The Board of
Directors has nominated four of our 14 directors for re-election this year. They
are all Class II directors, which means their terms will expire at the 2004
annual meeting. You can read about them, and about the other directors who will
continue in office, on pages 12-17 of the proxy statement. All the nominees
except one have been previously elected by the stockholders.

We hope you will vote either by telephone, over the Internet or by marking,
signing and returning your proxy or voting instruction card as soon as possible,
whether or not you plan to attend the meeting.

Sincerely,


/s/ Thomas J. Usher


                  Marathon Group o U. S. Steel Group


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TABLE OF CONTENTS



Notice of Annual Meeting of Stockholders..................................  4

Proxy Statement...........................................................  5

  Questions and Answers...................................................  5

  The Board of Directors and its Committees...............................  7

  Compensation of Directors............................................... 10

  Proposals of the Board

 
   Proposal No. 1
    Election of Directors................................................. 11
    Nominees for Director................................................. 12
    Continuing Directors.................................................. 14

 
   Proposal No. 2
    Election of Independent Accountants................................... 17

  Audit Committee Report.................................................. 18

  Information Regarding the Independence of
  the Independent Public Accountants...................................... 19

  Security Ownership...................................................... 19

  Executive Compensation.................................................. 21

    Compensation Committee Report
    on Executive Compensation............................................. 26

    Shareholder Return Performance Presentation........................... 31

    Pension Benefits...................................................... 33

    Change in Control Arrangements and Employment Contract................ 35

Appendix A - Audit Committee Charter...................................... 37


                                                                               3

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
ON APRIL 24, 2001



We will hold our 2001 annual meeting of stockholders in Ballroom 4 of The
Greater Columbus Convention Center, 400 North High Street, Columbus, Ohio 43215
on Tuesday, April 24, 2001 at 10:00 A.M. Eastern Time, in order to:

- elect four Class II directors,
- elect independent accountants for 2001, and
- transact any other business that properly comes before the meeting.

You are entitled to vote at the meeting if you were an owner of record of either
USX-Marathon Group or USX-U. S. Steel Group common stock at the close of
business on February 23, 2001. If your ownership is through a broker or other
intermediary, you will need to have proof of your stockholdings in order to be
admitted to the meeting. A recent account statement, letter or proxy from your
broker or other intermediary will suffice.

By order of the Board of Directors,

Dan D. Sandman
Secretary



D
ated: March 12, 2001





USX Corporation
600 Grant Street
Pittsburgh, PA 15219-4776

4

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PROXY STATEMENT


WE HAVE SENT YOU THIS PROXY STATEMENT BECAUSE THE BOARD OF DIRECTORS IS ASKING
YOU TO GIVE YOUR PROXY (THAT IS, THE AUTHORITY TO VOTE YOUR SHARES) TO OUR PROXY
COMMITTEE SO THEY MAY VOTE YOUR SHARES ON YOUR BEHALF AT OUR ANNUAL MEETING OF
STOCKHOLDERS. The members of the proxy committee are Thomas J. Usher, Clarence
P. Cazalot, Jr., Paul J. Wilhelm and Robert M. Hernandez. They will vote your
shares as you instruct. 

We will hold the meeting on April 24, 2001 in Ballroom 4 of The Greater Columbus
Convention Center, 400 North High Street, Columbus, Ohio. The proxy statement
contains information about the matters being voted on and other information that
may be helpful to you. 

We began the mailing of the proxy statement, the proxy card and the 2000 annual
reports on or about March 12, 2001.

QUESTIONS AND ANSWERS
--------------------------------------------------------------------------------
/_/ WHO MAY VOTE?

You may vote if you were a holder of either USX-Marathon Group or USX-U.S.
Steel Group common stock at the close of business on February 23, 2001.

/_/ WHAT MAY I VOTE ON?

You may vote on:

      -     the election of four nominees to serve as Class II directors and

      -     the election of PricewaterhouseCoopers LLP as our independent
            accountants.

/_/ HOW   DOES THE BOARD RECOMMEND I VOTE?

The Board recommends that you vote:

      -     FOR each of the nominees for director and

      -     FOR the election of PricewaterhouseCoopers LLP as independent
            accountants for 2001.

/_/ HOW DO I VOTE?

You may vote by telephone or over the Internet by following the instructions on
the enclosed proxy card (or, if you own your shares through a broker or other
intermediary, on the enclosed voting instruction card). You may also vote by
marking, signing and dating the enclosed proxy card or voting instruction card,
and returning it in the prepaid envelope. The proxy committee will vote your
shares in accordance with your directions. If you return a proxy card but do not
mark the boxes showing how you wish to vote, the proxy committee will vote your
shares FOR each proposal, but only if you have signed and dated the card.
Unsigned proxy cards will not be voted at all. If you are a stockholder of
record (that is, if you are registered on our books), you may also vote in
person by attending the meeting.


/_/ MAY I CHANGE MY VOTE?

If you are a stockholder of record, you may change your vote or revoke your
proxy at any time before your shares are voted at the meeting by: 

      -     voting again by telephone or over the Internet,

      -     sending us a proxy card dated later than your last vote,

      -     notifying the Secretary of USX in writing, or

      -     voting at the meeting.

/_/ WHAT IS THE VOTING RELATIONSHIP BETWEEN THE TWO CLASSES OF STOCK? 

Both classes of USX common stock - USX-Marathon Group Common Stock and USX-U.S.
Steel Group Common Stock - will be voted together as a single class on all
matters voted on at the meeting. Each share of Marathon stock will be entitled
to one vote and each share of U.S. Steel stock will be entitled to .567 votes.
We calculated the number of votes to which a share of U.S. Steel stock is
entitled by using a formula described


                                                                               5

<PAGE>

in USX's Restated Certificate of Incorporation. It is based on the ratio of the
market value of one share of U.S. Steel stock to one share of Marathon stock
over the 20 business-day period ending on February 15, 2001.

/_/ HOW MANY OUTSTANDING SHARES ARE THERE?

At the close of business on February 23, 2001, which is the record date for the
meeting, there were 308,582,855 shares of Marathon stock (representing
308,582,855 votes) and 88,800,321 shares of U.S. Steel stock (representing
50,349,782 votes) outstanding.

/_/ HOW BIG A VOTE DO THE PROPOSALS NEED IN ORDER TO BE ADOPTED? 

Directors are elected by a plurality of the votes of the shares present in
person at the meeting or represented by proxy and entitled to vote; that is,
those receiving the most votes are elected, even if less than a majority.
Independent accountants are elected by a majority of the votes of the shares
present in person at the meeting or represented by proxy and entitled to vote.
Abstentions are counted as votes present and entitled to vote and have the same
effect as votes against a proposal. Broker non-votes are not counted as either
votes for or votes against a proposal. Both abstentions and broker non-votes are
counted in determining that a quorum is present for the meeting.

/_/ WHAT ARE BROKER NON-VOTES?

The New York Stock Exchange permits brokers to vote their customers' shares on
routine matters when the brokers have not received voting instructions from
their customers. The election of directors and the election of independent
accountants are examples of routine matters on which brokers may vote in this
way. Brokers may not vote their customers' shares on non-routine matters such as
mergers and contested proposals unless they have received voting instructions
from their customers. Non-voted shares on non-routine matters are broker
non-votes.

/_/ WHAT CONSTITUTES A QUORUM?

Under our by-laws, a quorum is one-third of the voting power of the outstanding
shares of stock entitled to vote.

/_/ WILL MY VOTE BE CONFIDENTIAL?

All voting records which identify stockholders are kept permanently
confidential except as necessary to meet legal requirements and in other limited
circumstances such as proxy contests. The vote tabulators, who are USX
employees, and the inspector of election, who is independent, are required to
execute confidentiality agreements.

/_/ HOW WILL VOTING BE CONDUCTED ON OTHER MATTERS RAISED AT THE MEETING? 

If any matters are presented at the meeting other than the proposals on the
proxy card, the proxy committee will vote on them using their best judgment.
Your signed proxy card, or your telephone or Internet vote, gives them the
authority to do this. Under our by-laws, notice of any matter to be presented by
a stockholder for a vote at the meeting must have been received by our Corporate
Secretary on or after December 28, 2000 and no later than January 27, 2001, and
it must have been accompanied by certain information about the stockholder
presenting it. We have not received notice of any matter to be presented other
than those on the proxy card.

/_/ WHEN MUST SHAREHOLDER PROPOSALS BE SUBMITTED FOR THE 2002 ANNUAL MEETING?

Shareholder proposals submitted for inclusion in our 2002 proxy statement must
be received in writing by our Corporate Secretary no later than 5:00 P.M.
Eastern Time on November 12, 2001. Shareholder proposals submitted outside the
process for inclusion in the proxy statement must be received from stockholders
of record on or after December 27, 2001 and no later than January 26, 2002 and
must be accompanied by certain information about the stockholders making the
proposals, in accordance with our by-laws.


6

<PAGE>

                    THE BOARD OF DIRECTORS AND ITS COMMITTEES


Under our by-laws and the laws of Delaware, USX's state of incorporation, the
business and affairs of USX are managed under the direction of the Board of
Directors. The Board met ten times in 2000. The directors spend considerable
time preparing for Board and committee meetings, and they attend as many
meetings as possible. In 2000, their attendance averaged 97 percent. The Board
has five principal committees, all the members of which are non-employee
directors. The table below shows the current committee memberships of each
director and the number of meetings that each committee held in 2000.

BOARD COMMITTEE
MEMBERSHIPS


<TABLE>
<CAPTION>

                                                     ORGANIZATION
                                                     AND CORPORATE
                          AUDIT       COMPENSATION    GOVERNANCE      PUBLIC POLICY     COMMITTEE ON
    DIRECTOR            COMMITTEE      COMMITTEE       COMMITTEE        COMMITTEE     FINANCIAL POLICY
    --------            ---------      ---------       ---------        ---------     ----------------

<S>                     <C>            <C>             <C>              <C>           <C>
Neil A. Armstrong                          X                                X                 X 
J. Gary Cooper              X                                               X*                X 

Charles A. Corry                                           X                X                 X 
Shirley Ann Jackson         X                              X                X 

Charles R. Lee                             X               X                                  X* 
Paul E. Lego                X                              X                                  X

John F. McGillicuddy        X                              X                                  X 
Seth E. Schofield                          X*              X                X

John W. Snow                X*             X                                                  X
Douglas C. Yearley          X              X               X*

Number of Meetings
in 2000                     5              6               5                 4                5

* Chairman

</TABLE>


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AUDIT COMMITTEE

The Audit Committee has had a written charter adopted by the Board for thirty
years. The current version, which was adopted by the Board in 1999, is attached
as Appendix A to this proxy statement. The charter requires the committee to
reassess and report to the Board on the adequacy of the charter on an annual
basis, which the committee did in 2000. All the members of the Audit Committee
are independent (as independence is defined in Sections 303.01(B)(2)(a) and (3)
of the New York Stock Exchange's listing standards, as may be modified or
supplemented). 

The Audit Committee is, among other things, responsible for: 

-     ensuring the integrity of our financial reports,

-     recommending to the Board the independent accountants to be nominated for
      election by the stockholders,

-     reviewing the independence of the independent accountants,

-     reviewing the scope of the audit activities of the independent accountants
      and our internal auditors,

-     providing direction to the internal audit staff and the independent
      accountants, 

-     approving the independent accountants' fees,

-     reviewing audit results,

-     reviewing and approving the annual financial statements, the annual
      reports to stockholders, and the Annual Report on Form 10-K filed with the
      Securities and Exchange Commission,

-     determining that appropriate controls are in place to ensure that we
      operate in accordance with our procedures and codes of conduct,

-     reviewing compliance with our business conduct policies, 


                                                                               7

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-     reviewing significant accounting, auditing and Securities and Exchange
      Commission pronouncements,

-     reviewing:

      --    matters pertaining to potentially divergent interests, if any,
            between the holders of the two classes of common stock,

      --    our policies and practices with respect to the two business groups,

      --    the Board's performance of its fiduciary duties to both classes of
            stockholders,

      --    on an annual basis, a report outlining the activities undertaken by
            the committee over the past year to meet the requirements of the
            committee's charter, and 

-     assessing, and reporting annually to the Board on, the activities of the
      committee and on the adequacy of the committee's charter.


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

COMPENSATION
COMMITTEE

The Compensation Committee is composed solely of directors who satisfy all
criteria for independence under applicable law and who, in the opinion of the
Board, are free of any relationship that would interfere with their exercise of
independent judgment as members of the committee.

The committee is responsible for:

-     making recommendations to the Board and to the boards of subsidiaries on
      all matters of policy and procedures relating to executive compensation,

-     approving the salaries of officers (other than the officer-directors,
      whose salaries are approved by the Board),

-     administering the Annual Incentive Compensation Plan and the Senior
      Executive Officer Annual Incentive Compensation Plan,

-     administering the plans under which long-term incentives are granted and
      approving grants of options, stock appreciation rights, restricted stock
      and other incentives under those plans, 

-     the timely certification as to the meeting of applicable performance 
      levels under the foregoing plans,

-     approving the annual report on executive compensation for the proxy
      statement, and 

-     such other duties and responsibilities as may be assigned to the committee
      by the Board or as designated in plans approved by the shareholders.

The committee is also authorized to: 

-     adopt and amend employee benefit plans,

-     review the activities of the United States Steel and Carnegie Pension Fund
      as administrator of certain benefit plans, and

-     make recommendations to the Board concerning policy matters relating to
      employee benefits.


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ORGANIZATION AND CORPORATE GOVERNANCE COMMITTEE

The Organization and Corporate Governance Committee:

-     makes recommendations to the Board concerning the appropriate size and
      composition of the Board, including

      --    candidates for election as directors, 

      --    the composition and functions of Board committees, 

      --    the compensation of non-employee directors, and 

      --    all matters relating to the development and effective functioning of
            the Board,


8

<PAGE>


-     confers with management concerning plans for succession to executive
      management positions,

-     assesses and makes recommendations concerning overall corporate governance
      to the extent specific matters are not the assigned responsibility of
      other Board committees, and 

-     considers nominees recommended by stockholders for election as directors.

In recommending candidates for election as directors, the committee, among other
considerations, studies the composition of the Board and tries to identify
candidates with broad knowledge and experience in business and society in
general. Recommendations of candidates by stockholders of record should be sent,
together with the nominee's qualifications and consent to be considered as a
nominee, to the Secretary of USX for presentation to the committee.

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PUBLIC POLICY COMMITTEE

The Public Policy Committee concentrates on the following areas of emphasis:
ownership of USX, stockholder attitudes toward USX, political-legislative
developments affecting USX, and USX policies on major public issues.

The committee reviews the following matters and reports to the Board such
observations and information thereon as the committee deems appropriate:

-     matters bearing on the relationship between management and present or
      potential stockholders with emphasis on policy and major programs
      affecting ownership of USX,

-     communications to and from the investment community, particularly USX's
      stockholders,

-     legislative and regulatory issues affecting USX's businesses and
      operations,

-     public issues identified by USX as likely to generate expectations of USX
      by its constituencies, including stockholders, employees, customers,
      vendors, governments and the public, and USX's position regarding
      identified public issues including, but not limited to, employee health
      and safety, environmental, energy and trade matters,

-     USX efforts to affect identified public issues through research, analysis,
      lobbying efforts and participation in business and government programs,
      and

-     codes of conduct applicable to employees of USX and its principal
      operating units.

--------------------------------------------------------------------------------
COMMITTEE ON FINANCIAL POLICY

The Committee on Financial Policy provides oversight with respect to the
appropriate capital structure and financial policies of USX. Its key
responsibility in that role is to make recommendations to the Board concerning
dividends. The Board has also delegated to the committee the authority to:

-     approve financings by USX (except financings which involve the issuance of
      common stock), including the recommendation of action to subsidiaries,
      partnerships and joint ventures, 

-     authorize loans to outside entities, guarantees by USX of the credit of
      others, and other uses of USX credit, and 

-     approve USX's funding policy for its pension and other post-employment
      benefit plans. 

In addition, the committee is responsible for reviewing the performance of the
United States Steel and Carnegie Pension Fund as investment manager and/or
trustee of our employee benefit plans. It also receives reports and makes
recommendations to the Board on various financial matters.


                                                                               9

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COMPENSATION OF DIRECTORS


Our by-laws require that each non-employee director be paid allowances and
attendance fees as the Board may from time to time determine. Directors who are
employees of USX receive no compensation for their service on the Board. We pay
our non-employee directors as follows:

Annual Retainer               $60,000

Committee Membership Fee      $ 5,000 ($6,000 for committee chairmen) 

Meeting Fee (for each 
  Board or committee meeting) $ 2,000 

--------------------------------------------------------------------------------
Under our Deferred Compensation Plan for Non-Employee Directors, directors may
defer some or all of their annual retainers in the form of Common Stock Units or
cash. Each of our directors has elected to defer at least half of his or her
retainer in the form of Common Stock Units, and some have deferred their entire
retainers in this way. All new directors are required to defer at least half of
their retainers as Common Stock Units. A Common Stock Unit is what is sometimes
referred to as "phantom stock" because initially no stock is actually issued.
Instead, we keep a book entry account for each director that shows how many
Common Stock Units he or she has. Then, when a director leaves the Board, he or
she must take actual shares of common stock corresponding to the number of
Common Stock Units in his or her account. We believe this is an effective way to
increase the directors' equity holdings in USX and thereby further align their
interest with that of the stockholders. 

Every January, we credit each non-employee director's deferred stock account
with both Marathon Common Stock Units and U. S. Steel Common Stock Units in the
same ratio that the outstanding shares of each class of stock on a fully diluted
basis had to each other on the last trading day of the previous year. "Fully
diluted" means that we assume the exercise of all currently outstanding stock
options and the conversion to common stock of all convertible securities if the
exercise or conversion would result in lower earnings per share. The ongoing
value of each Common Stock Unit equals the market price of the corresponding
class of stock (Marathon or U. S. Steel). When dividends are paid on the common
stock, we credit each account with equivalent amounts in additional Common Stock
Units. 

Directors may also defer portions of their annual retainers in the form of cash,
which may be invested in certain investment options. When a director leaves the
Board, he or she receives the deferred cash either in a lump sum or in
installments over ten years. 

If USX were to undergo a change in control resulting in the removal of a
non-employee director from the Board, that director would receive a cash
payment equal to the value of his or her deferred stock and deferred cash
accounts. 

Under our Non-Employee Director Stock Plan, each non-employee director may
receive a grant of up to 500 shares of each class of common stock. In order to
qualify, a director must first purchase an equivalent number of shares in the
open market during the 60 days following his or her initial election to the
Board. The shares granted under this plan may not be sold until the director
leaves the Board. 

Our retirement policy for directors requires non-employee directors to retire at
the end of the month in which they turn 72, even if their terms have not
expired. Employee directors must retire from the Board when they retire as
employees, except that the chief executive officer may remain on the Board, at
the Board's request, through the month in which he or she turns 70. Our policy
also provides that directors who undergo a significant change in their business
or professional careers should volunteer to resign from the Board.


10

<PAGE>

PROPOSALS OF THE BOARD

The Board will present the following proposals at the meeting:

PROPOSAL NO.1

ELECTION OF DIRECTORS

USX's Certificate of Incorporation divides the directors into three classes:
Class I, Class II and Class III. Each class must consist, as nearly as possible,
of one-third of the directors. Once elected, directors serve for a term of three
years and until their successors are duly elected and qualified. At each annual
meeting, directors who are elected to succeed directors whose terms have expired
are identified as being of the same class as those they succeed. A director
elected to fill a vacancy is elected to the same class as the director he or she
succeeds, and a director elected to fill a newly created directorship holds
office until the next election of the class to which he or she is elected.

Our by-laws require the Board to fix the number of directors, and the Board has
set the maximum number of directors at 19. The current four Class II directors
are nominees for election this year for a three-year term that will expire at
the 2004 annual meeting. All four of them except Ambassador Cooper (who was
elected by the Board effective May 1, 1999), and all of the continuing Class I
and Class III directors except Dr. Jackson (who was elected by the Board
effective July 1, 2000), have previously been elected by the stockholders. Of
the 14 current directors, four are officers of USX, one is a retired officer of
USX, six have top executive experience with a wide variety of businesses, one
was with the National Aeronautics and Space Administration and served as a
university professor before entering business, one had a distinguished career in
the military and the diplomatic corps before entering business, and one has had
a distinguished career in academia, business and government. A brief statement
about the background of each nominee and each continuing director is given on
the following pages. If any nominee for whom you have voted becomes unable to
serve, your proxy may be voted for another person designated by the Board. 

Our by-laws describe the procedures that must be used in order for someone
nominated by a stockholder of record to be eligible for election as a director.
They require that notice be received by the Secretary at least 45 days, but not
more than 75 days, before the first anniversary of the date on which we first
mailed  our proxy materials for the preceding year's annual meeting of
stockholders. The notice must contain certain information about the nominee,
including his or her age, address, occupation and share ownership, as well as
the name, address and share ownership of the stockholder giving the notice.


                                                                              11

<PAGE>


NOMINEES FOR CLASS II DIRECTOR

Terms Expire 2004


[PHOTO]

J. Gary Cooper                   Director since 1999                      Age 64

Chairman and Chief Executive Officer, Commonwealth National Bank (commercial
bank) 

Ambassador Cooper graduated from the University of Notre Dame with a BS degree
in finance and attended Harvard University's Senior Managers in Government
program. He was awarded an honorary doctor of law degree from Troy University. A
retired Major General in the U.S. Marine Corps, Ambassador Cooper was twice
elected to the Alabama legislature, was commissioner of the Alabama Department
of Human Resources and was appointed Assistant Secretary of the Air Force during
the George H. W. Bush administration. He was the United States Ambassador to
Jamaica from 1994 to 1997. Ambassador Cooper is a director of GenCorp Inc. and
Protective Life Corporation.



[PHOTO]

Charles R. Lee                   Director since 1991                      Age 61

Chairman of the Board and Co-CEO, Verizon Communications (communications 
company) 

Mr. Lee received a Bachelor's degree in metallurgical engineering from Cornell
University and an MBA with distinction from the Harvard Graduate School of
Business. He served in various financial and management positions before
becoming Senior Vice President-Finance for Penn Central Corp. and then Columbia
Pictures Industries Inc. In 1983 he joined GTE Corporation (which merged with
Bell Atlantic Corporation to form Verizon Communications in 2000) as Senior Vice
President of Finance and in 1986 was named Senior Vice President of Finance and
Planning. He was elected President, Chief Operating Officer and director in
December 1988 and was elected Chairman of the Board and Chief Executive Officer
of GTE in May 1992. He was elected to his present position with Verizon
Communications on June 30, 2000. Mr. Lee is a director of The Procter & Gamble
Company, United Technologies Corporation, the Stamford Hospital Foundation, and
the New American Schools Development Corporation. He is a member of The Business
Council, the Business Roundtable, The Conference Board and the New American
Realities Committee of the National Planning Association. He is also a Trustee
Emeritus and Presidential Councillor of Cornell University.



[PHOTO]

Thomas J. Usher                  Director since 1991                      Age 58

Chairman of the Board & Chief Executive Officer, USX Corporation 

Mr. Usher graduated from the University of Pittsburgh with a BS degree in 
industrial engineering, an MS degree in operations research and a Ph.D. in 
systems engineering. He joined USX in 1965 and held various positions in 
industrial engineering. From 1975 through 1979, he held a number of 
management positions at USX's South and Gary Works. He was elected Executive 
Vice President-Heavy Products in 1986, President-U.S. Steel Group and 
director of USX in 1991, President & Chief Operating Officer of USX in 1994 
and Chairman of the Board & Chief Executive Officer effective July 1, 1995. 
He is a director of H. J. Heinz Co., PNC Financial Services Group, PPG 
Industries, Inc., Transtar, Inc., and the U.S.-Japan Business Council; Vice 
Chairman of the International Iron and Steel Institute; a member of the 
Policy Committee of the Business Roundtable; Director and Chairman of the 
U.S.-Korea Business Council; Chairman and member of the Executive Committee 
of TheSteelAlliance and a member of the Board of Trustees of the University 
of Pittsburgh and of the Board of the Extra Mile Education Foundation.

12

<PAGE>


[PHOTO]

Paul J. Wilhelm                  Director since 1995                      Age 59

Vice Chairman-USX Corporation and President-U. S. Steel Group 

Mr. Wilhelm received a BS degree in mechanical engineering from Carnegie Mellon
University in 1964 and joined USX following graduation. After holding a number
of management positions, Mr. Wilhelm in 1992 was elected Vice
President-Technology & Management Services for the U.S. Steel Group. In 1993 he
was named President of USS/Kobe Steel Company, a joint venture between
subsidiaries of USX and Kobe Steel Ltd. Mr. Wilhelm was elected Vice
President-Operations of the U.S. Steel Group in 1994, President-U.S. Steel Group
the same year, and director of USX in 1995. He was named Vice Chairman-USX
Corporation in 2000. Mr. Wilhelm is a member of the Association of Iron and
Steel Engineers, past Chairman of the American Iron and Steel Institute,
Chairman of the Japan-America Society of Pennsylvania, a member of the Board of
Trustees of Carnegie Mellon University, Chairman of the Board for the Greater
Pittsburgh Council Boy Scouts of America, a member of the boards of the
University of Pittsburgh Cancer Institute Council and of the Pittsburgh Regional
Alliance, and a member of the University of Pittsburgh's board of visitors for
the Katz School of Business and College of Business Administration.


                                                                              13

<PAGE>

CONTINUING CLASS III DIRECTORS

Terms Expire 2002



[PHOTO]

Charles A. Corry                 Director since 1988                      Age 69

Retired Chairman of the Board & Chief Executive Officer, USX Corporation 

Mr. Corry graduated from the University of Cincinnati in 1955 with a BA degree
and received a JD degree from the University of Cincinnati Law School. After
serving in the U.S. Air Force, he joined USX in 1959, holding various finance
and accounting positions prior to being named Vice President-Corporate Planning
in 1979. Mr. Corry was elected Senior Vice President and Comptroller in 1982 and
President of the U. S. Diversified Group of USX in 1987. He was elected
President of USX in 1988 and elected Chairman of the Board & Chief Executive
Officer in 1989, the position he held until his retirement on June 30, 1995. He
is a director of Mellon Financial Corp. and Omnova Solutions Inc., a member of
the Federal Judicial Nominating Commission and a member of The Business Council.



[PHOTO]

Shirley Ann Jackson              Director since July 1, 2000              Age 54

President, Rensselaer Polytechnic Institute

Dr. Jackson received a BS degree in physics in 1968, and a Ph.D. in theoretical
elementary particle physics in 1973, from the Massachusetts Institute of
Technology. She was a research associate at the Fermi National Accelerator
Laboratory, a visiting scientist at the European Center for Nuclear Research
and, from 1976 to 1991, a theoretical physicist at the former AT&T Bell
Laboratories. She was a professor of theoretical physics at Rutgers University
from 1991 to 1995. She was head of the U.S. Nuclear Regulatory Commission from
1995 to 1999. Dr. Jackson was named President of Rensselaer Polytechnic
Institute in 1999. Dr. Jackson is a director of Federal Express Corporation,
Newport News Shipbuilding, Sealed Air Corporation and UtiliCorp United, Inc. She
is a member of the National Academy of Engineering, a Fellow of the American
Academy of Arts and Sciences and a Fellow of the American Physical Society. She
holds 14 honorary degrees, was awarded the New Jersey Governor's Award in
Science in 1993, and was inducted into the National Women's Hall of Fame in
1998. Dr. Jackson is also a trustee of the Brookings Institution and is a Life
Trustee of M.I.T.



[PHOTO]

Paul E. Lego                     Director since 1988                      Age 70

Retired Chairman and CEO, Westinghouse Electric Corporation

Mr. Lego graduated from the University of Pittsburgh with BS and MS degrees in
electrical engineering after service in the U.S. Army. He joined Westinghouse in
1956 at the East Pittsburgh plant and held a number of engineering and
management positions prior to being named a Vice President in 1979, Executive
Vice President in 1980 and Senior Executive Vice President, Corporate Resources
in 1985. In 1988 Mr. Lego was elected a director and President and Chief
Operating Officer of Westinghouse and, in 1990, Chairman and Chief Executive
Officer. Mr. Lego retired in January 1993. He is Chairman of the Board of
Commonwealth Industries, Inc. and a director of Dominion Resources Inc., Lincoln
Electric Holdings, Inc. and Orlimar Golf Company; an emeritus trustee of the
University of Pittsburgh; and a member of The Business Council.


14

<PAGE>


[PHOTO]

Seth E. Schofield                Director since 1994                      Age 61

Retired Chairman and Chief Executive Officer, USAir Group

Mr. Schofield graduated from the Harvard Business School Program for Management
Development in 1975. He served in various corporate staff positions after
joining USAir in 1957 and became Executive Vice President-Operations in 1981.
Mr. Schofield served as President and Chief Operating Officer from 1990 until
1991. He was elected President and Chief Executive Officer in 1991 and became
Chairman of the boards of USAir Group and USAir, Inc. in 1992. He retired in
January 1996. Mr. Schofield is a director of Calgon Carbon Corp. and an Advisory
Board member of Desai Capital Management.



[PHOTO]

Douglas C. Yearley               Director since 1992                      Age 65

Chairman Emeritus, Phelps Dodge Corporation

Mr. Yearley graduated from Cornell University with a Bachelor's degree in
metallurgical engineering and attended the Program for Management Development at
Harvard Business School. He joined Phelps Dodge in 1960 as Director of Research.
He held several key positions before being elected Executive Vice President and
a director in 1987, Chief Executive Officer in 1989 and President in 1991. He
retired in May, 2000. He is a director of Lockheed Martin Corporation, and a
member of the Business Council, the Center for Compatible Economic Development
and the National Council of the World Wildlife Fund.


                                                                              15

<PAGE>


CONTINUING CLASS I DIRECTORS

Terms Expire 2003


[PHOTO]

Neil A. Armstrong                Director since 1984                      Age 70

Chairman, EDO Corporation (electronic and electromechanical systems company)

Mr. Armstrong received a BS degree in aeronautical engineering from Purdue
University and an MS degree in aerospace engineering from the University of
Southern California. For 17 years he served with the National Aeronautics and
Space Administration and its predecessor agency as engineer, test pilot,
astronaut and administrator. From 1971 to 1979 he was professor of aerospace
engineering at The University of Cincinnati. He became Chairman of CTA, Inc. in
1982, Chairman of AIL Systems Inc. in 1989 and director and Chairman of the EDO
Corporation in 2000. He is a director of RTI International Metals, Inc. and a
member of the National Academy of Engineering.



[PHOTO]

Clarence P. Cazalot, Jr.         Director since 2000                      Age 50

Vice Chairman-USX Corporation and President-Marathon Oil Company

Mr. Cazalot graduated from Louisiana State University in 1972 with a BS degree
in geology and joined Texaco Inc. that same year as a geophysicist. After
holding a number of management positions, Mr. Cazalot was elected a Vice
President of Texaco Inc. and President of Texaco's Latin America/West Africa
Division in 1992. In 1994 he was named President of Texaco Exploration and
Production Inc., and in 1997 he was named President of International Marketing
and Manufacturing. Mr. Cazalot was named President-International Production and
Chairman of London-based Texaco Ltd. in 1998. He was named President-Worldwide
Production Operations of Texaco Inc. in 1999. Mr. Cazalot was elected Vice
Chairman-USX Corporation and President-Marathon Oil Company effective March 3,
2000. He is a Director and Executive Committee member of the U.S.-Saudi Arabian
Business Council and a member of the Policy and Executive committees of the
American Petroleum Institute.



[PHOTO]

Robert M. Hernandez              Director since 1991                      Age 56

Vice Chairman & Chief Financial Officer, USX Corporation

Mr. Hernandez graduated from the University of Pittsburgh with a Bachelor's
degree in economics and mathematics and received an MBA from the Wharton
Graduate School of Finance and Commerce at the University of Pennsylvania. He
joined USX in 1968 and held various finance and accounting positions until 1980
when he was appointed Assistant Corporate Comptroller. He was elected Vice
President and Treasurer in 1984 and Senior Vice President and Comptroller in
1987. In 1989, he was appointed President of the U.S. Diversified Group and in
1990 elected Senior Vice President-Finance & Treasurer. He was elected director
and Executive Vice President-Accounting & Finance & Chief Financial Officer in
1991 and Vice Chairman & Chief Financial Officer in 1994. Mr. Hernandez is a
director and Chairman of RTI International Metals, Inc.; a director of Transtar,
Inc., and a director and Chairman of the Executive Committee of ACE Limited; a
trustee of BlackRock Funds; a director of the Pennsylvania Chamber of Business
and Industry; and a member of the Pennsylvania Business Roundtable.


16

<PAGE>

[PHOTO]

John F. McGillicuddy             Director since 1984                      Age 70

Retired Chairman of the Board, Chemical Banking Corporation 

Mr. McGillicuddy graduated from Princeton University in 1952 and received an LLB
degree from Harvard Law School in 1955. He joined Manufacturers Hanover Trust
Company in 1958, became Vice President in 1962, Senior Vice President in 1966
and Executive Vice President and Assistant to the Chairman in 1969. In 1970 he
was elected Vice Chairman and a director of Manufacturers Hanover Corporation
and Manufacturers Hanover Trust Company, and he became President of each in
1971. Mr. McGillicuddy was named Chairman and Chief Executive Officer of each
company in 1979. Following the merger of Manufacturers Hanover Corporation and
Chemical Banking Corporation on January 1, 1992, Mr. McGillicuddy became
Chairman of the Board and Chief Executive Officer of the new Chemical Banking
Corporation and retired in January 1994. He is a director of Empire
HealthChoice, Inc., Southern Peru Copper Corporation and UAL Corporation. He is
Chairman Emeritus of New York-Presbyterian Hospital, a member of The Business
Council and a Trustee Emeritus of Princeton University.



[PHOTO]

John W. Snow                     Director since 1995                      Age 61

Chairman, President and Chief Executive Officer, CSX Corporation (a major
transportation company) 

Mr. Snow did undergraduate work at Kenyon College and the University of Toledo,
received a Ph.D. in economics from the University of Virginia and earned a law
degree from George Washington University Law School. Following an academic
career as an economics and law professor and several high-level presidential
appointments with the U.S. Department of Transportation and the National Highway
Traffic Safety Administration, Mr. Snow joined CSX in 1977 as Vice
President-Government Affairs for Chessie System Inc. After a number of other
senior management assignments, he was elected President and Chief Operating
Officer of CSX in 1988, President and Chief Executive Officer in 1989 and
Chairman, President and Chief Executive Officer in 1991. Mr. Snow is a director
of Circuit City Stores, Inc., Verizon Communications, and Johnson & Johnson. He
is on the Board of the Association of American Railroads, a member of the board
of trustees of The Johns Hopkins University, and a member of the Business
Roundtable and of The Business Council. He is serving a three-year term on the
Federal Aviation Administration Management Advisory Council as Chairman of the
Air Traffic Services Subcommittee.

--------------------------------------------------------------------------------
P
ROPOSAL NO. 2  ELECTION OF INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") has served as independent
accountants of USX for many years. We believe that their knowledge of USX's
business and its organization gained through this period of service is very
valuable. In accordance with the established policy of the firm, partners and
employees of PricewaterhouseCoopers assigned to the USX engagement are
periodically rotated, thus giving USX the benefit of new thinking and approaches
in the audit area. We expect representatives of PricewaterhouseCoopers to be
present at the meeting with an opportunity to make a statement if they desire to
do so and to be available to respond to appropriate questions. 

For the year 2000, PricewaterhouseCoopers performed professional services
principally in connection with audits of the consolidated financial statements
of USX and the financial statements of the Marathon Group and the U.S. Steel
Group, certain subsidiaries and certain pension and other employee benefit
plans. They also reviewed quarterly reports and other filings with the
Securities and Exchange Commission and other agencies.


                                                                              17

<PAGE>


AUDIT COMMITTEE REPORT


Our committee has reviewed and discussed USX's audited financial statements for
2000 with USX's management. We have discussed with the independent auditors,
PricewaterhouseCoopers LLP ("PricewaterhouseCoopers"), the matters required to
be discussed by Statement of Auditing Standards No. 61 (Communication with Audit
Committees), as may be modified or supplemented. We have received the written
disclosures and the letter from PricewaterhouseCoopers required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
as may be modified or supplemented, and we have discussed with
PricewaterhouseCoopers its independence. Based on the review and discussions
referred to above, we recommended to the Board that the consolidated audited
financial statements for USX, the audited financial statements for the
USX-Marathon Group, and the audited financial statements for the USX-U. S. Steel
Group be included in USX's Annual Report on Form 10-K for 2000 for filing with
the Securities and Exchange Commission.


John W. Snow, Chairman
J. Gary Cooper
Shirley Ann Jackson
Paul E. Lego
John F. McGillicuddy
Douglas C. Yearley


18

<PAGE>


INFORMATION REGARDING THE INDEPENDENCE
OF THE INDEPENDENT PUBLIC ACCOUNTANTS


AUDIT FEES

Aggregate fees billed to USX for professional services rendered for
PricewaterhouseCoopers' audit of USX's annual financial statements for 2000 and
for its reviews of USX's financial statements included in USX's Forms 10-Q for
2000 were $3,665,460.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES 

Aggregate fees billed to USX for professional services rendered by
PricewaterhouseCoopers for 2000 as described in Paragraph (c)(4)(ii) of Rule
2-01 of Regulation S-X were $2,549,414. 

ALL OTHER FEES 

Aggregate fees billed to USX for services rendered for 2000 by
PricewaterhouseCoopers, other than the services described in the previous two
paragraphs, were $2,352,831. 

COMPATIBILITY OF PRICEWATERHOUSECOOPERS' SERVICES WITH ITS INDEPENDENCE 

The Audit Committee has considered whether PricewaterhouseCoopers' provision of
the services covered under the headings "Financial Information Systems Design
and Implementation Fees" and "All Other Fees" above is compatible with
maintaining PricewaterhouseCoopers' independence, and the committee has
determined that it is.

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


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS


The following table furnishes information concerning all persons known to USX to
beneficially own five percent or more of any class of the voting stock of USX:


<TABLE>
<CAPTION>

 
                                 Name and Address                 Amount and Nature         Percent
        Class                           of                                 of                  of
                                  Beneficial Owner                Beneficial Ownership        Class
                                  ----------------                --------------------        -----
<S>                     <C>                                       <C>                         <C>
Marathon Stock          Wellington Management Company, LLP             15,562,200 (1)         5.05 (1)
                        75 State Street
                        Boston, MA 02109
</TABLE>


----------
(1)   Based on Schedule 13G dated February 14, 2001 which indicates that
      Wellington Management Company, LLP had sole voting power over no shares,
      shared voting power over 762,600 shares, sole dispositive power over no
      shares and shared dispositive power over 15,562,200 shares.


                                                                              19

<PAGE>



             SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS


The following table sets forth the number of shares of each class of USX common
stock beneficially owned as of January 31, 2001 by each director, by each
executive officer named in the Summary Compensation Table and by all directors
and executive officers as a group. No director or executive officer beneficially
owned, as of January 31, 2001, any equity securities of USX other than those
shown.


<TABLE>
<CAPTION>

 
                                                            Marathon Stock     U. S. Steel Stock
     Name                                                        Shares               Shares   
     ----                                                        ------               ------   
<S>                                                              <C>                   <C>     
Neil A. Armstrong (1) .....................................      13,925                4,723   
Clarence P. Cazalot, Jr.(2)(3) ............................     440,000               35,000   
J. Gary Cooper (1)(2) .....................................       3,367                1,791   
Charles A. Corry (1)(2)(3) ................................      63,864               81,350   
Robert M. Hernandez (2)(3)(4) .............................     581,492              262,940   
Shirley Ann Jackson (1)(2) ................................       2,771                1,746   
Charles R. Lee (1) ........................................      13,606                5,307   
Paul E. Lego (1)(2) .......................................      10,933                3,659   
John F. McGillicuddy (1) ..................................      13,180                4,402   
Dan D. Sandman (2)(3) .....................................     211,900              134,696
Seth E. Schofield (1)(2) ..................................       8,686                3,717
John W. Snow (1) ..........................................       6,918                2,971 
Thomas J. Usher (2)(3) ....................................   1,073,976              709,406 
Paul J. Wilhelm (2)(3) ....................................     137,940              418,523 
Douglas C. Yearley (1) ....................................       8,161                3,545 
All Directors and Executive Officers as a group ...........   5,467,849            3,949,801   
(36 persons) (1)(2)(3)(5)                                  
 
</TABLE>


(1)   Includes Common Stock Units credited under the USX Corporation Deferred 
      Compensation Plan for Non-Employee Directors as follows:

<TABLE>
<CAPTION>

                                                               Marathon Stock     U. S. Steel Stock
                                                            Common Stock Units   Common Stock Units
                                                            ------------------   ------------------

<S>                                                                <C>                  <C>  
        Neil A. Armstrong ..................................       12,425               4,424
        J. Gary Cooper .....................................        2,344                 756
        Charles A. Corry ...................................        3,865               1,351
        Shirley Ann Jackson ................................        1,763                 732
        Charles R. Lee .....................................       11,606               4,107
        Paul E. Lego .......................................        9,340               3,336
        John F. McGillicuddy ...............................       11,180               4,003
        Seth E. Schofield ..................................        7,576               2,585
        John W. Snow .......................................        5,918               1,972
        Douglas C. Yearley .................................        7,161               2,546
</TABLE>



(2)   Includes shares held under the USX Savings Fund Plan, the Marathon Thrift
      Plan, the USX Dividend Reinvestment and Direct Stock Purchase Plans and
      the 1990 Stock Plan.

(3)   Includes shares which may be acquired upon exercise of outstanding options
      as follows (all options other than those granted on March 3, May 30,
      September 25 and December 20, 2000 are currently exercisable): Mr. Usher:
      Marathon Stock 892,600, U.S. Steel Stock 606,400; Mr. Corry: Marathon
      Stock 60,000, U.S. Steel Stock 80,000; Mr. Cazalot: Marathon Stock
      380,000, U.S. Steel Stock 20,000; Mr. Wilhelm: Marathon Stock 113,000,
      U.S. Steel Stock 339,750; Mr. Hernandez: Marathon Stock 497,950, U.S.
      Steel Stock 217,000; Mr.Sandman: Marathon Stock 153,400, U.S. Steel Stock
      107,325; and all directors and executive officers as a group: Marathon
      Stock 2,877,130, U.S. Steel Stock 2,276,025.

(4)   As of January 31, 2001 the United States Steel and Carnegie Pension Fund,
      trustee of the United States Steel Corporation Plan for Employee Pension
      Benefits and the United States Steel Corporation Plan for Non-Union
      Employee Pension Benefits, owned 587,680 shares of Marathon Stock. This
      stock was received in exchange for common stock of Texas Oil & Gas Corp.
      Mr. Hernandez is chairman and one of seven members of the Investment
      Committee of the trustee. The board of directors of the trustee has by
      formal resolution delegated sole power to vote and dispose of such stock
      to a subcommittee of the Investment Committee which is composed of members
      who are not officers or employees of USX. Mr. Hernandez disclaims
      beneficial ownership of such stock.

(5)   Total shares beneficially owned in each case constitute less than one
      percent of the outstanding shares of each class except that all directors
      and executive officers as a group own 1.77 percent of the Marathon Stock
      and 4.45 percent of the U.S. Steel Stock.


20

<PAGE>



EXECUTIVE COMPENSATION


The following table sets forth certain information concerning the compensation
awarded to, earned by or paid to Mr. Usher and to the other four most highly
compensated executive officers of USX who were serving as executive officers at
the end of 2000 for services rendered in all capacities during 2000, 1999 and
1998:

SUMMARY COMPENSATION TABLE



<TABLE>
<CAPTION>

                                                                                           Long-Term                       
                                                Annual Compensation                     Compensation(4)                   
                                   -----------------------------------------------  --------------------                 
   Name                                                   Salary and     Other      Restricted                 All      
    and                                                     Bonus        Annual       Stock     Options/      Other     
 Principal                           Salary      Bonus      Total     Compensation   Award(s)     SARs     Compensation 
  Position                  Year       ($)        ($)        ($)           ($)        ($)(1)     (#)(2)      ($)(3)    
 ---------                  ----     ------      -----      -----     ------------   --------     ----     ------------ 
                           
<S>                         <C>    <C>         <C>         <C>             <C>     <C>           <C>         <C>    
T. J. Usher                 2000   1,325,000   2,500,000   3,825,000       7,729   4,925,000     400,000     112,406
Chairman                    1999   1,241,667   1,400,000   2,641,667      13,660     291,151     324,000     119,108
& Chief                     1998   1,097,917   1,320,000   2,417,917      11,549     354,840     270,000     126,805
Executive Officer

C. P. Cazalot, Jr.          2000     495,652   1,500,000   1,995,652           0   1,875,000     400,000      28,239
Vice Chairman-
USX Corporation
and President-
Marathon Oil
Company
(effective March 3, 2000)

P. J. Wilhelm               2000     655,833     800,000   1,455,833       7,343   1,762,500     150,000      49,862
Vice Chairman-              1999     604,167     600,000   1,204,167       7,496     119,490     120,000      49,329
USX Corporation             1998     535,833     600,000   1,135,833       8,426     217,817     100,000      49,593
and President-
U. S. Steel Group

R. M. Hernandez             2000     600,000   1,000,000   1,600,000       9,250   1,477,500     150,000      56,512
Vice Chairman               1999     573,750     600,000   1,173,750       7,535      94,153     120,000      55,435
& Chief                     1998     542,500     650,000   1,192,500       7,876      53,841     100,000      58,180
Financial Officer

D. D. Sandman               2000     459,167     650,000   1,109,167       4,597     923,438      80,000      47,693
General Counsel,            1999     425,000     425,000     850,000       4,251      75,323      60,000      47,852
Secretary and               1998     397,917     450,000     847,917       4,852      66,079      56,000      46,196
Senior Vice
President-
Human Resources
& Public Affairs
</TABLE>


-----------
(1)   Grants of restricted stock under the USX 1990 Stock Plan. Grants are
      subject to conditions including continued employment and achievement of
      business performance standards. Dividends are paid on restricted stock.
      Shown below is the vesting schedule for restricted stock scheduled to vest
      less than three years from the date of grant, together with the number and
      value, as of December 31, 2000, of the aggregate holdings of restricted
      stock for each of the executive officers named in the Summary Compensation
      Table. Vesting shown assumes achievement of business performance at
      peer-group standard (as described in the Compensation Committee Report
      which begins on page 26). 


                                                                              21

<PAGE>


<TABLE>
<CAPTION>

                                                                                             Unvested Restricted Shares
                                    Vesting Schedule for Restricted Stock                       Aggregate Holdings
                    -------------------------------------------------------------   --------------------------------------
                                                                                                           Value as of
                                    Class of     May 2001    May 2002    May 2003   Class of             December 31, 2000
                    Date Granted     Stock       (Shares)    (Shares)    (Shares)    Stock       Shares        ($)
                    ------------    --------     --------    --------    --------   --------     ------  -----------------

<S>                  <C>            <C>           <C>         <C>         <C>       <C>          <C>      <C>
T. J. Usher          May 30, 2000   Marathon      26,000      26,000      26,000    Marathon     130,000   3,684,694
                                    U.S. Steel    14,000      14,000      14,000    U.S. Steel    70,000   1,255,625
                                                                                                          ----------
                                                                                                           4,940,319

C. P. Cazalot, Jr.   May 30, 2000   Marathon      12,000      12,000      12,000    Marathon      60,000   1,700,628
                                    U.S. Steel     3,000       3,000       3,000    U.S. Steel    15,000     269,063
                                                                                                          ----------
                                                                                                           1,969,691

P. J. Wilhelm        May 30, 2000   Marathon       3,000       3,000       3,000    Marathon      15,000     425,157
                                    U.S. Steel    12,000      12,000      12,000    U.S. Steel    60,000   1,076,250
                                                                                                          ----------
                                                                                                           1,501,407

R. M. Hernandez      May 30, 2000   Marathon       7,800       7,800       7,800    Marathon      39,000   1,105,408
                                    U.S. Steel     4,200       4,200       4,200    U.S. Steel    21,000     376,688
                                                                                                          ----------
                                                                                                           1,482,096

D. D. Sandman        May 30, 2000   Marathon       4,875       4,875       4,875    Marathon      24,375     690,880
                                    U.S. Steel     2,625       2,625       2,625    U.S. Steel    13,125     235,430
                                                                                                          ----------
                                                                                                             926,310
</TABLE>


(2)   All option shares listed were granted with tandem stock appreciation
      rights ("SARs").

(3)   This column includes amounts contributed by USX under the USX Savings Fund
      Plan or the Marathon Thrift Plan and the related supplemental savings
      plans. Such amounts for 2000 are $79,500 for Mr. Usher, $28,239 for Mr.
      Cazalot, $39,350 for Mr. Wilhelm, $36,000 for Mr. Hernandez and $27,550
      for Mr. Sandman. Also included are amounts attributable to split-dollar
      life insurance provided by USX. (Marathon Oil Company does not provide
      split-dollar life insurance.) For 2000, these amounts are $30,906 for Mr.
      Usher, $8,512 for Mr. Wilhelm, $18,512 for Mr. Hernandez and $18,143 for
      Mr. Sandman. Also included are amounts attributable to a mandatory tax
      compliance program. For 2000, these amounts were $2,000 for each of
      Messrs. Usher, Wilhelm, Hernandez and Sandman. For 1998 and 1999, this
      column also included dividends paid on restricted stock, which have never
      been, and are not now, at above-market or preferential rates.


22

<PAGE>

(4)   Restricted stock and stock options/SAR shares granted by class of stock
      are as follows:


<TABLE>
<CAPTION>

                                          Restricted
                             Class of        Stock     Stock Option/
                              Stock           ($)       SAR Shares
                             --------        -----     -------------

<S>                  <C>     <C>           <C>           <C>    
T. J. Usher          2000    Marathon      3,315,000     260,000
                             U.S. Steel    1,610,000     140,000
                     1999    Marathon        191,878     210,600
                             U.S. Steel       99,273     113,400
                     1998    Marathon        221,000     175,500
                             U.S. Steel      133,840      94,500

C. P. Cazalot, Jr.   2000    Marathon      1,530,000     380,000
                             U.S. Steel      345,000      20,000

P. J. Wilhelm        2000    Marathon        382,500      30,000
                             U.S. Steel    1,380,000     120,000
                     1999    Marathon         24,675      24,000
                             U.S. Steel       94,815      96,000
                     1998    Marathon         72,420      35,000
                             U.S. Steel      145,397      65,000

R. M. Hernandez      2000    Marathon        994,500      97,500
                             U.S. Steel      483,000      52,500
                     1999    Marathon         62,040      78,000
                             U.S. Steel       32,113      42,000
                     1998    Marathon         33,150      65,000
                             U.S. Steel       20,691      35,000

D. D. Sandman        2000    Marathon        621,563      52,000
                             U.S. Steel      301,875      28,000
                     1999    Marathon         49,644      39,000
                             U.S. Steel       25,679      21,000
                     1998    Marathon         41,548      36,400
                             U.S. Steel       24,531      19,600
</TABLE>



                                                                              23


<PAGE>


                             2000 OPTION/SAR GRANTS


The following table sets forth certain information concerning options and stock
appreciation rights ("SARs") granted during 2000 to each executive officer named
in the Summary Compensation Table under the USX 1990 Stock Plan:


<TABLE>
<CAPTION>

                                                 Individual Grants
                                    ---------------------------------------------
                                    Number of   % of Total                                    Potential Realizable Value 
                                    Securities   Options/   Exercise                           at Assumed Annual Rates of
                                    Underlying     SARs      or Base                            Stock Price Appreciation   
                                     Options/   Granted to  Price per                            for Option Term ($)(4)     
                    Class of          SARs      Employees    Share      Expiration      ------------------------------------
Name or Group        Stock           Granted(1) in 2000(3)   ($)          Date          0%           5%              10%
-------------        -----           ---------- ----------   ---          ----          --           --              ---

<S>                 <C>              <C>          <C>       <C>       <C>                <C>      <C>              <C>              
T. J. Usher         Marathon         260,000(2)   14.4%     25.5000   May 30, 2010       0        4,169,568        10,566,504       
                    U.S. Steel       140,000(2)   15.3%     23.0000   May 30, 2010       0        2,025,044         5,131,854       
                                                                                                                                    
C. P. Cazalot, Jr.  Marathon         300,000(2)   16.7%     23.4063   March 3, 2010      0        4,416,030        11,191,080       
                    Marathon          80,000(2)    4.4%     25.5000   May 30, 2010       0        1,282,944         3,251,232       
                    U.S. Steel        20,000(2)    2.2%     23.0000   May 30, 2010       0          289,292           733,122       
                                                                                                                                    
P. J. Wilhelm       Marathon          30,000(2)    1.7%     25.5000   May 30, 2010       0          481,104         1,219,212       
                    U.S. Steel       120,000(2)   13.1%     23.0000   May 30, 2010       0        1,735,752         4,398,732       
                                                                                                                                    
R. M. Hernandez     Marathon          97,500(2)    5.4%     25.5000   May 30, 2010       0        1,563,588         3,962,439       
                    U.S. Steel        52,500(2)    5.7%     23.0000   May 30, 2010       0          759,392         1,924,445       
                                                                                                                                    
D. D. Sandman       Marathon          52,000(2)    2.9%     25.5000   May 30, 2010       0          833,914         2,113,301       
                    U.S. Steel        28,000(2)    3.1%     23.0000   May 30, 2010       0          405,009         1,026,371       
                                                                                                                                    
All Stockholders    Marathon          N/A          N/A      25.5000   N/A                0    4,943,604,423    12,528,064,275       
                    U.S. Steel        N/A          N/A      23.0000   N/A                0    1,283,979,481     3,253,852,872       
                                                                                                                                    
All Optionees       Marathon         300,000      16.7%     23.4063   March 3, 2010      0        4,416,030        11,191,080       
                    Marathon       1,439,880      80.0%     25.5000   May 30, 2010       0       23,091,068        58,517,299       
                    Marathon          30,000       1.7%     26.4375   Sept. 25, 2010     0          498,792         1,264,038       
                    Marathon          30,000       1.7%     26.4688   Dec. 20, 2010      0          499,383         1,265,535       
                    U.S. Steel       915,470     100.0%     23.0000   May 30, 2010       0       13,241,907        33,557,560       
                                                                                                                                    
All Optionees'      Marathon          N/A          N/A      23.4063   N/A                0             0.09%             0.09%      
Gain as % of        Marathon          N/A          N/A      25.5000   N/A                0             0.47%             0.47%      
All Stockholders'   Marathon          N/A          N/A      26.4375   N/A                0             0.01%             0.01%      
Gain                Marathon          N/A          N/A      26.4688   N/A                0             0.01%             0.01%      
                    U. S. Steel       N/A          N/A      23.0000   N/A                0             1.03%             1.03%      
</TABLE>


----------
(1)   The option granted to Mr. Cazalot on March 3 is one-third exercisable on
      the third, fourth and fifth anniversaries of the grant date. Options
      granted to optionees other than those named in the Summary Compensation
      Table on September 25 and December 20 are each one-third exercisable on
      the first, second and third anniversaries of the grant date. All other
      options listed are exercisable on May 30, 2001.

(2)   These options were granted with tandem SARs, which have the same exercise
      date as the underlying options. Upon the exercise of an SAR, an optionee
      receives an amount, in cash and/or shares, equal to the excess, for a
      specified number of shares, of (a) the fair market value of a share on the
      date the SAR is exercised (except that for any SAR exercised during the
      10-business-day period beginning on the third business day following the
      release of USX's quarterly earnings, the Compensation Committee may, in
      its sole discretion, establish a uniform fair market value of a share for
      such period which shall not be more than the highest daily fair market
      value and shall not be less than the lowest daily fair market value during
      such 10-business-day period) over (b) the exercise or base price per
      share.

(3)   Indicates percentage of total options granted in the applicable class of
      stock.

(4)   The dollar amounts under these columns are the result of calculations at
      0% and at the 5% and 10% rates set by the Securities and Exchange
      Commission and therefore are not intended to forecast possible future
      appreciation, if any, of the price of the Marathon Stock or the U.S. Steel
      Stock. USX did not use an alternative formula for a grant date valuation,
      as USX is not aware of any formula which will determine with reasonable
      accuracy a present value based on future unknown or volatile factors.
      Amounts shown for All Stockholders represent the potential realizable
      value assuming appreciation at the rates indicated based on the exercise
      or base price per share and the expiration date applicable to grants made
      in 2000 and the number of outstanding shares as of December 31, 2000.


24

<PAGE>

                      OPTION EXERCISES AND YEAR-END VALUES


The following table sets forth certain information concerning options to
purchase USX common stock and stock appreciation rights ("SARs") exercised by
each executive officer named in the Summary Compensation Table during 2000
together with the total number of options and SARs outstanding at December 31,
2000 and the value of such options.

                         AGGREGATED 2000 OPTION/SAR EXERCISES
                        AND DECEMBER 31, 2000 OPTION/SAR VALUES

<TABLE>
<CAPTION>

                                                      No. of           Total Value
                                                    Securities        of Unexercised
                        No. of      Total Value     Underlying         In-The-Money
                        Shares        Realized     Unexercised       Options/SARs at
                      Underlying      for Both   Options/SARs at      December 31, 2000
                     Options/SARs    Classes of    December 31,     for Both Classes
Name                 Exercised(1)   Stock ($)(1)     2000(1)         of Stock ($)(1)
----                 ------------   ------------     -------         ---------------
<S>                   <C>           <C>            <C>               <C>
T. J. Usher               0             -            1,499,000         1,421,472
C. P. Cazalot, Jr.        0             -              400,000         1,708,754
P. J. Wilhelm             0             -              452,750            85,314
R. M. Hernandez           0             -              714,950         1,968,422
D. D. Sandman             0             -              260,725           147,878
</TABLE>


Note: All options listed above, except those granted on May 30, 2000 and those
granted on March 3, 2000 to Mr. Cazalot, are currently exercisable. All options
listed above were granted with SARs.



(1) Figures by class of stock are as follows: 


<TABLE>
<CAPTION>

                                                              No. of Securities      Total Value of
                                                                 Underlying           Unexercised
                                                                 Unexercised          In-The-Money
                                   No. of Shares                Options/SARs          Options/SARs
                                    Underlying      Value            at                    at
                      Class of      Option/SARs   Realized       December 31,         December 31,
                       Stock         Exercised       ($)            2000                2000 ($)
                       -----         ---------       ---            ----                --------
<S>                <C>             <C>            <C>         <C>                    <C>
T. J. Usher          Marathon          0             0            892,600              1,421,472
                     U.S. Steel        0             0            606,400                      0
                                                                                       
C. P. Cazalot, Jr.   Marathon          0             0            380,000              1,708,754
                     U.S. Steel        0             0             20,000                      0
                                                                                       
P. J. Wilhelm        Marathon          0             0            113,000                 85,314
                     U.S. Steel        0             0            339,750                      0
                                                                                       
R. M. Hernandez      Marathon          0             0            497,950              1,968,422
                     U.S. Steel        0             0            217,000                      0
                                                                                   
D. D. Sandman        Marathon          0             0            153,400                147,878
                     U.S. Steel        0             0            107,325                      0
</TABLE>


                                                                              25


<PAGE>

C
OMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION


Our committee sets policies and administers programs on executive compensation.
When we believe that action should be taken on a specific compensation item, we
either make a recommendation to the USX Board or a subsidiary company board or
take action on our own, whichever is appropriate. We report to the USX Board
actions which do not require Board approval. The purpose of this report is to
summarize the philosophy, specific program objectives and other relevant factors
considered by the committee in decision making with respect to the compensation
of USX, Marathon Group and U. S. Steel Group executive officers, including the
officers named in the Summary Compensation Table.

Compensation programs for USX's executive officers are designed to attract,
retain and motivate employees who will make significant contributions to the
achievement of corporate goals and objectives. The principal elements of our
executive officers' compensation are:

- Salary
- Short-term incentive (bonus) awards and
- Long-term incentive awards (stock options with stock appreciation rights and
  restricted stock). 

For each of the above elements of compensation, we exercise our discretion in
the subjective consideration of the factors described below and within the
limitations of the various plans. 

SALARY 

Salary administration at USX begins with the development, and periodic
adjustment, of salary structures for executive officers employed at the
corporate level and at each major business unit. Each executive officer's
position is assigned a salary grade with an associated salary range. Our two
major objectives in developing salary structures and assigning grades are to
maintain:

1.    external competitiveness - the midpoint of the salary range for each
      position is near the average midpoint for similar positions at comparable
      companies, and

2.    internal equity - each position's grade in the unit's hierarchy of
      positions accurately reflects its relative "value". 

The data used in developing and adjusting salary structures are obtained from
surveys coordinated by independent consultants, with each unit having its own
sources of relevant data.

We make decisions on salary increases and, occasionally - when business
conditions dictate- salary decreases. When we determine salary increases, we
give the highest weighting to performance; but we also consider other factors,
such as experience and time in position. Once an executive officer's salary has
passed the midpoint for the position, increases seldom exceed amounts necessary
to maintain the salary near the midpoint, assuming performance merits such
increases. Therefore, incentive opportunities provide the primary basis for
significant increases in compensation. The salaries shown for the officers named
in the Summary Compensation Table reflect the results of our salary reviews and
related actions.


26

<PAGE>


SHORT-TERM INCENTIVE AWARDS

USX's short-term incentive (bonus) opportunities for executive officers are
designed to provide awards near  the average of those provided by similar
companies for on-target performance. However, our incentive plans are designed
to provide exceptional rewards for superior performance and lower rewards for
below-average performance. We make bonus awards under the Senior Executive
Officer Annual Incentive Compensation Plan, as well as under other plans
developed for specific business units. The Senior Executive Officer Annual
Incentive Compensation Plan was developed specifically to retain USX's tax
deduction for awards made to the officers named in the Summary Compensation
Table and was approved, as amended and restated, by the stockholders on April
28, 1998.

SENIOR EXECUTIVE OFFICER ANNUAL INCENTIVE COMPENSATION PLAN 

This plan provides for awards based on pre-established performance measures
specifically related to the responsibilities of plan participants. For each
performance measure, we can award the applicable portion of the bonus only if
performance reaches the minimum, or threshold, level for that measure. While
performance for 2000 varied among USX's business units, performance levels were
reached or exceeded for the following: 

For Marathon Group        Income from operations, liquid hydrocarbon production,
                          natural gas production, refined product sales, refined
                          product margins, worker safety and environmental 
                          emissions improvements 

For U. S. Steel Group     Income from operations, steel shipments, worker safety
                          and environmental emissions improvements

For USX (Corporate)       All the above plus workforce diversity 

Our committee certified in writing prior to payment of awards for the year 2000
that the pre-established, applicable performance levels (measured for incentive
compensation purposes) required under the plan were satisfied.

OTHER PLANS

We also administer other bonus plans in which corporate and business unit
executive officers participate. These plans were developed specifically for
corporate, U. S. Steel Group and Marathon Group employees. Our committee makes
awards based on performance comparisons with the current business plan, with
previous years and with peer groups on the basis of such financial measures as
income, cash flow and return on capital employed, as measured for incentive
compensation purposes, as well as individual objectives. In addition,
non-financial measures, such as safety performance (compared with the prior
year's industry average) and environmental and diversity performance are also
considered. In determining awards under these plans, we also give consideration
to the absolute levels of income and cash flow. When making awards to executive
officers under these plans, our committee gives such weight to the various
factors as we deem appropriate.

Based on consideration of other factors, our committee may reduce or eliminate a
short-term incentive award that would otherwise be payable under the
above-discussed plans.


                                                                              27


<PAGE>


LONG-TERM INCENTIVE AWARDS

We consider long-term incentive awards to be of major importance in the mix of
compensation elements because these awards provide the most direct link to the
returns that you, as USX stockholders, receive. The stockholders approved the
1990 Stock Plan, as amended and restated, on April 28, 1998. We administer this
plan, under which we may grant (1) stock options, with or without a restoration
feature, (2) stock appreciation rights and/or (3) restricted stock. Our stock
options and restricted stock  meet the requirements for deductibility under the
tax laws.

STOCK OPTION GRANTS

Our committee makes stock option grants that we believe to be reasonable and in
line with other compensation. The number of shares we grant generally reflects
the employee's level of responsibility, and the class or classes of stock
granted reflect the specific business unit(s) to which the employee's
responsibilities relate. Following our normal annual grant practice, we granted
stock options in May 2000.

RESTRICTED STOCK GRANTS

Since the inception of the 1990 Stock Plan, our committee has established, for
each recipient, an annual target level of restricted stock shares, based on the
same factors as we consider in granting stock options. A major grant is made to
cover five years, with the intention that one fifth of the shares will vest each
year if performance is at the target level. We vest restricted stock at levels
higher or lower than annual targets, depending on performance. We made our third
major grant in 2000, to cover the five-year performance period ending with 2004,
and we will make interim grants only to permit vesting at the target level for
the number of years remaining in the period. To emphasize the long-term nature
of the awards, our vesting decisions are based on three-year average
performance, which is compared with three-year peer-group performance for
relevant businesses.

Vesting of restricted stock shares is based on pre-established performance
measures specifically related to the responsibilities of plan participants. We
can vest a portion of the annual target shares only if performance reaches the
minimum, or threshold, level established for that period. In May 2000, we
compared our three-year (1997-1999) average performance with that of competitors
for the measures shown below. This comparison provides the primary basis for the
determination of vesting levels for restricted stock. However, vesting levels
may be reduced (or eliminated entirely) based on other factors considered
relevant by the committee.


28


<PAGE>


     Unit                          Performance Measure

Marathon Group          Earnings before interest, taxes and depreciation as a 
                          percent of total assets 
                        Oil and gas reserve replacement ratio 
                        Income per barrel of oil equivalent produced (upstream)
                        Operating income per barrel of refinery throughput 
                          (downstream) 
                        Safety performance 

U. S. Steel Group       Income from operations as a percent of capital employed
                        Income from operations per ton shipped  
                        Operating cash flow as a percent of capital employed 
                        Safety performance 

USX Headquarters        Weighted Composite (65% Marathon Group/35% U. S. Steel 
                          Group) 

Our committee certified in writing prior to vesting of restricted stock shares
in the year 2000 that the pre-established applicable performance levels required
under the plan were satisfied. 

The committee periodically compares data on long-term incentive grants made at
other companies with those made at USX. Our objective in making grants under the
1990 Stock Plan is to provide opportunities to receive above-average
compensation (compared with that of similar companies) when performance is above
the target level.

Overall, executive compensation at USX is designed to provide total pay that is
above average when both short- and long-term incentive goals are exceeded. 

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

In addition to the compensation comparisons described above, our committee
annually compares the salary, bonus and long-term incentive payouts for the
Chairman, the Chief Financial Officer, and the Presidents of the U. S. Steel
Group and of Marathon Oil Company with the same elements for similar positions
at comparable companies.

With respect to the compensation comparisons that we make, we believe that the
companies with which USX competes for employees are not necessarily limited to
the companies with which shareholder returns would logically be compared. The
peer groups used in the performance graphs include the Standard & Poor's 500
Stock Index and those oil and steel companies deemed most comparable to USX's
businesses for measuring stock performance. The companies used for comparing
compensation reflect similarities to USX and its operating groups in such
factors as line of business (when relevant), size and complexity. Therefore, the
compositions of the groups of companies used for compensation comparisons are
not identical to those of the peer groups shown in the Shareholder Return
Performance Presentation on pages 31 and 32.

Mr. Usher's 2000 compensation reflects the same elements and the same factors as
those described above. His leadership and effectiveness in dealing with major
corporate problems and opportunities are also considered in determining his
salary increases. Taking into account these factors, as well as (1) the
comparability of his salary with CEO's of other companies of similar size and
complexity and (2) the position of his salary in the range for his position, the
committee approved a salary increase for Mr. Usher effective October 1, 2000.


                                                                              29


<PAGE>


The committee made an award to Mr. Usher for 2000 under the Senior Executive
Officer Annual Incentive Compensation Plan taking into consideration the overall
performance of USX and its business units, specifically the performance measures
listed in the previous table. The committee also considered Mr. Usher's
contributions to improving USX's business portfolio through key acquisitions and
dispositions, including the purchase of U.S. Steel Kosice and the exchange of
Sakhalin assets; the establishment of important business alliances; the skill
demonstrated in the transition to a new leadership team and strategic direction
at Marathon; ongoing cost reduction efforts through organizational restructuring
and voluntary early retirement programs, and strong environmental and safety
performances at both business units versus their peer groups.

The committee considered the additional stock option shares granted to Mr. Usher
under the 1990 Stock Plan to be at a competitive level relative to other CEO's.
On the basis of the performance shown in the above table, we also vested
restricted stock for and made an additional grant of restricted stock to Mr.
Usher. 

Seth E. Schofield, Chairman 
Neil A. Armstrong 
Charles R. Lee 
John W. Snow
Douglas C. Yearley



30


<PAGE>


                   SHAREHOLDER RETURN PERFORMANCE PRESENTATION


The line graphs below compare the yearly change in cumulative total stockholder
return for each class of our common stock with the cumulative total return of
the Standard & Poor's 500 Stock Index. The Marathon graph also shows a
comparison with the Standard & Poor's Domestic Integrated Oil Index, and the
U.S. Steel graph also shows a comparison with a Steel Index that is defined in a
footnote to the graph.


                     COMPARISON OF CUMULATIVE TOTAL RETURN
            ON $100 INVESTED IN MARATHON STOCK ON DECEMBER 31, 1995
                                       VS.
                S&P 500 and S&P Domestic Integrated Oil Index(1)


                               [GRAPHIC OMITTED]

PLOT POINTS FOR 2001 PROXY CHARTS


<TABLE>
<CAPTION>
                    USX - MRO      S&P 500      S&P OIL INDEX
                    ---------      -------      -------------
<S>                <C>           <C>           <C>
12/31/95                  100          100                100
12/31/96                  126          123                126
12/31/97                  183          164                150
12/31/98                  168          211                122
12/31/99                  142          255                152
12/31/00                  165          232                177
</TABLE>



(1) Total return assumes reinvestment of dividends.


                                                                              31

<PAGE>


                     COMPARISON OF CUMULATIVE TOTAL RETURN
           ON $100 INVESTED IN U. S. STEEL STOCK ON DECEMBER 31, 1995
                                      VS.
                           S&P 500 and Steel Index(1)


                               [GRAPHIC OMITTED]

PLOT POINTS FOR 2001 PROXY CHARTS


<TABLE>
<CAPTION>
                    USX - USS      S&P 500      STEEL INDEX (2)
                    ---------      -------      --------------
<S>                <C>           <C>           <C>
12/31/95                  100          100                100
12/31/96                  105          123                 83
12/31/97                  108          164                 75
12/31/98                   83          211                 72
12/31/99                  123          255                 63
12/31/00                   71          232                 22
</TABLE>



(1)   Total return assumes reinvestment of dividends.

(2)   The Steel Index consists of the common stocks of AK Steel Corporation,
      Bethlehem Steel Corporation, LTV Corporation and National Steel
      Corporation for the period December 31, 1995 through December 31, 2000, 
      and Inland Steel Industries for the period December 31, 1995 through
      December 31, 1997. Inland Steel Industries sold its steelmaking 
      subsidiary, Inland Steel Co., to Ispat International NV in 1998. The 
      resulting company, Ispat Inland Inc., is not publicly traded.

-------------------------------------------------------------------------------
TRANSACTIONS

In the regular course of its business since January 1, 2000, USX and its
subsidiaries have had transactions with entities with which certain directors
were affiliated. Such transactions were in the ordinary course of business and
at competitive prices and terms. We do not consider any such director to have a
material interest in any such transaction. We anticipate that similar
transactions will occur in 2001.


32


<PAGE>


PENSION BENEFITS


The United States Steel Corporation Plan for Non-Union Employee Pension Benefits
is comprised of two defined benefits. One is based on final earnings and the
other on career earnings. Directors who have not been employees of USX or its
subsidiaries do not receive any benefits under the plan. The following table
shows the annual final earnings pension benefits for retirement at age 65 (or
earlier under certain circumstances) for various levels of eligible earnings
which would be payable to employees retiring with the years of service shown.
The benefits are based on a formula of a specified percentage (dependent on
years of service) of average annual eligible earnings in the five consecutive
years of the ten years prior to retirement in which such earnings were highest.
As of January 31, 2001, Mr.Usher had 35 credited years of service, Mr.
Wilhelm 36, Mr. Hernandez 32 and Mr.Sandman 8.


<TABLE>
<CAPTION>

                                              Table of Pension Benefits
                                          Final Earnings Pension Benefits
Average Annual
Eligible Earnings
for Highest Five
Consecutive Years
in Ten-Year Period
Proceeding
Retirement

                                        Annual Benefits for Years of Service
              15 Years      20 Years     25 Years     30 Years     35 Years     40 Years     45 Years 
              --------      --------     --------     --------     --------     --------     -------- 

<S>          <C>          <C>          <C>          <C>          <C>          <C>          <C>       
$  100,000   $   17,325   $   23,100   $   28,875   $   34,650   $   40,950   $   47,250   $   53,550
   300,000       51,975       69,300       86,625      103,950      122,850      141,750      160,650
   500,000       86,625      115,500      144,375      173,250      204,750      236,250      267,750
   700,000      121,275      161,700      202,125      242,550      286,650      330,750      374,850
   900,000      155,925      207,900      259,875      311,850      368,550      425,250      481,950
 1,100,000      190,575      254,100      317,625      381,150      450,450      519,750      589,050
 1,300,000      225,225      300,300      375,375      450,450      532,350      614,250      696,150
 1,500,000      259,875      346,500      433,125      519,750      614,250      708,750      803,250
</TABLE>


Annual career earnings pension benefits are equal to one percent of total career
eligible earnings plus a 30 percent supplement. The estimated annual career
earnings benefits payable at normal retirement age 65, assuming no increase in
annual earnings, will be $255,825 for Mr. Usher, $114,952 for Mr. Wilhelm,
$158,430 for Mr. Hernandez and $110,319 for Mr.Sandman. Earnings for the purpose
of calculating both the final earnings and career earnings pensions are limited
to base salary for services performed, allowance for absence covered by sick
leave salary continuance and payment for absence while on regular vacation or
holidays. These earnings are reported in the salary column of the Summary
Compensation Table on page 21. They do not include any awards under the Annual
Incentive Compensation Plan or the Senior Executive Officer Annual Incentive
Compensation Plan. Benefits under both pension provisions are based on a
straight life annuity form of benefit, which is not subject to reduction for
Social Security benefits; but the final earnings pension is subject to offset
for a pension provided outside the plan from a fund to which USX has
contributed, and for payments made by USX pursuant to workers' compensation or
similar laws when such payments are the result of a permanent disability.
Benefits may be paid as an actuarially determined lump sum in lieu of monthly
pensions under both the final earnings and career earnings provisions of the
plan.

In addition to the pension benefit described above, members of USX executive
management, including all of the executive officers named in the Summary
Compensation Table except Mr. Cazalot, are entitled, upon retirement after age
60, or before age 60 with USX's consent, to the benefits shown in the table
below based on bonuses paid under the Annual Incentive Compensation Plan and the
Senior Executive Officer Annual Incentive Compensation Plan. These bonuses are
reported in the bonus column of the Summary Compensation Table on page 21.


                                                                              33


<PAGE>


                          SUPPLEMENTAL PENSION BENEFITS

<TABLE>
<CAPTION>
AVERAGE ANNUAL
BONUS FOR THREE
HIGHEST YEARS
IN TEN-YEAR PERIOD
PRECEDING                                         ANNUAL BENEFITS FOR YEARS OF SERVICE
RETIREMENT
                15 YEARS      20 YEARS      25 YEARS      30 YEARS      35 YEARS      40 YEARS      45 YEARS
------------------------------------------------------------------------------------------------------------
<S>          <C>           <C>           <C>           <C>           <C>           <C>           <C>
$  100,000    $   23,100    $   30,800    $   38,500    $   46,200    $   53,900    $   61,600    $   69,300
   300,000        69,300        92,400       115,500       138,600       161,700       184,800       207,900
   500,000       115,500       154,000       192,500       231,000       269,500       308,000       346,500
   700,000       161,700       215,600       269,500       323,400       377,300       431,200       485,100
   900,000       207,900       277,200       346,500       415,800       485,100       554,400       623,700
 1,100,000       254,100       338,800       423,500       508,200       592,900       677,600       762,300
 1,300,000       300,000       400,400       500,500       600,600       700,700       800,800       900,900
 1,500,000       346,500       462,200       577,500       693,000       808,500       924,000     1,039,500
 1,700,000       392,700       523,600       654,500       785,400       916,300     1,047,200     1,178,100
 1,900,000       438,900       585,200       731,500       877,800     1,024,100     1,170,400     1,316,700
============================================================================================================
</TABLE>


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



<TABLE>
<CAPTION>
FINAL AVERAGE
EARNINGS FOR HIGHEST
THREE CONSECUTIVE
YEARS IN TEN-YEAR
PERIOD PRECEDING                   ANNUAL BENEFITS FOR YEARS OF SERVICE
RETIREMENT
             15 YEARS     20 YEARS     25 YEARS     30 YEARS      35 YEARS    40 YEARS
---------------------------------------------------------------------------------------
<S>         <C>          <C>          <C>          <C>          <C>        <C>
$ 100,000    $ 20,314     $ 27,085     $ 33,856     $ 40,627     $  47,398  $   50,784
  300,000      68,314       91,085      113,856      136,627       159,398     170,784
  500,000     116,314      155,085      193,856      232,627       271,398     290,784
  700,000     164,314      219,085      273,856      328,627       383,398     410,784
  900,000     212,314      283,085      353,856      424,627       495,398     530,784
1,100,000     260,314      347,085      433,856      520,627       607,398     650,784
1,300,000     308,314      411,085      513,856      616,627       719,398     770,784
1,500,000     356,314      475,085      593,856      712,627       831,398     890,784
2,000,000     476,314      635,085      793,856      952,627     1,111,398   1,190,784
---------------------------------------------------------------------------------------
</TABLE>


Covered earnings include pay for hours worked, pay for allowed hours, military
leave allowance, commissions, 401(k) contributions to the Marathon Oil Company
Thrift Plan and bonuses. These earnings are reported in the salary and bonus
columns of the Summary Compensation Table on page 21. The benefits reflected
above are based upon a straight life annuity form of benefit and include the
applicable Social Security offset as defined by the Marathon plan. Mr. Sandman
has 20 years of credited participation. On April 1, 2001, Mr. Cazalot will be
credited with one year of participation.

In order to comply with the limitations prescribed by the Internal Revenue Code,
pension benefits will be paid directly by USX or by Marathon when they exceed
the amounts permitted by the Code to be paid from federal income tax qualified
pension plans.


34

<PAGE>


CHANGE IN CONTROL ARRANGEMENTS AND
EMPLOYMENT CONTRACT


We believe that if a change in control of USX became possible our key officers
should be encouraged to continue their dedication to their assigned duties. For
that reason, we have entered into agreements with each of the current officers
named in the Summary Compensation Table that provide that, if an officer's
employment is terminated under certain circumstances following a change in
control, the officer will be entitled to the following severance benefits:

-     a cash payment of up to three times the sum of the officer's current
      salary plus the highest bonus in the three years before the date of
      termination, 

-     a cash payment in settlement of outstanding options, 

-     life, disability, accident and health insurance benefits for 24 months
      after termination,

-     a cash payment equal to the actuarial equivalent of the difference between
      amounts receivable by the officer under our pension and welfare benefit
      plans and those which would be payable if (a) the officer had retired as
      of the termination date under conditions entitling a retiree under similar
      circumstances to the highest benefits available under those plans and (b)
      the officer had been absent due to layoff for a year before termination,

-     a cash payment equal to the difference between amounts receivable under
      our savings or thrift plans and amounts which would have been received if
      the officer's savings had been fully vested, and

-     a cash payment of the amount necessary to ensure that the payments listed
      above are not subject to net reduction due to the imposition of federal
      excise taxes. 

Each agreement is automatically extended each year unless we notify the officer
that we do not wish it extended. In any event, however, each agreement continues
for two years after a change in control. The severance benefits are payable if,
any time after a change in control, the officer's employment is terminated for
good reason or is terminated for other than cause or disability. The severance
benefits are not payable if termination is due to the officer's death or
disability or occurs after the officer reaches age 65. 

The definition of a change in control for purposes of these agreements is
complex but is summarized as follows. It includes any change in control required
to be reported in response to Item 6(e) of Schedule 14A under the Securities
Exchange Act of 1934 and provides that a change in control will have occurred
if: 

-     any person not affiliated with USX acquires 20 percent or more of the
      voting power of our outstanding securities, 

-     the Board no longer has a majority made up of (1) individuals who were
      directors on the date of the agreements and (2) new directors (other than
      directors who join the Board in connection with an election contest)
      approved by two-thirds of the directors then in office who (a) were
      directors on the date of the agreements or (b) were themselves previously
      approved by the Board in this manner, 

-     USX merges with another company and USX's stockholders end up with less
      than 50 percent of the voting power of the new entity, 

-     our stockholders approve a plan of complete liquidation of USX, or 

-     we sell all or substantially all of USX's assets. 

USX has entered into an employment contract with Mr. Cazalot. The terms and
conditions of the contract provide for Mr. Cazalot to receive an annual salary
of $600,000; a minimum bonus award for the year 2000 of $800,000; a retention
bonus of $200,000 on the first, second, third, fourth and fifth anniversaries of
his employment date (which was March 3, 2000); a stock option grant for 300,000
shares of USX-Marathon Group Common Stock with an option price to be determined
in accordance


                                                                              35


<PAGE>


with the USX Corporation 1990 Stock Plan and exercisable as follows: 100,000
shares three years from the date of grant (which was March 3, 2000), 100,000
shares four years from the date of grant, and 100,000 shares five years from the
date of grant; a stock option grant on May 30, 2000, 80 percent in USX-Marathon
Group Common Stock and 20 percent in USX-U. S. Steel Group Common Stock, with
the same vesting period as options granted to other executive management
employees (currently one year); a restricted stock grant of 75,000 shares on May
30, 2000, 80 percent in USX-Marathon Group Common Stock and 20 percent in USX-U.
S. Steel Group Common Stock, with an annual target vesting rate of 15,000
shares; eligibility for all of Marathon Oil Company's existing and future
employee benefit programs applicable to executive officers; a comprehensive
physical examination at USX expense each calendar year in accordance with
Marathon Oil Company's policy covering physical examinations for its executive
officers; tax preparation and financial planning advice under terms and
conditions comparable to those applicable to USX executive management; a
change-in-control agreement such as those described above; coverage for his
family and himself under Marathon Oil Company's medical care plan immediately
upon his employment; reimbursement of the cost of membership fees and dues for
one country club; and five weeks of paid vacation per year or the number of
weeks to which he would be entitled under Marathon Oil Company's vacation plan,
whichever is longer.

-------------------------------------------------------------------------------
STATEMENT REGARDING THE DELIVERY OF A SINGLE SET OF PROXY MATERIALS TO
HOUSEHOLDS WITH MULTIPLE USX SHAREHOLDERS 

If you have consented to the delivery of only one set of proxy materials to
multiple USX shareholders who share your address, then only one proxy statement
is being delivered to your household unless we have received contrary
instructions from one or more of the shareholders sharing your address. We will
deliver promptly upon oral or written request a separate copy of the proxy
statement to any shareholder at your address. If you wish to receive a separate
copy of the proxy statement, you may call us toll-free at 1-866-433-4801 or
write to us at USX Shareholder Services, Room 611, 600 Grant Street, Pittsburgh,
PA 15219-4776. Shareholders sharing an address who now receive multiple copies
of the proxy statement may request delivery of a single copy by calling us at
the above number or writing to us at the above address.

-------------------------------------------------------------------------------
SOLICITATION STATEMENT

We will bear the cost of this solicitation of proxies. In addition to soliciting
proxies by mail, our directors, officers and employees may solicit proxies by
telephone, in person or by other means. They will not receive any extra
compensation for this work. We will also make arrangements with brokerage firms
and other custodians, nominees and fiduciaries to forward proxy solicitation
material to the beneficial owners of each class of common stock, and we will
reimburse them for reasonable out-of-pocket expenses that they incur in
connection with forwarding the material.

By order of the Board of Directors,

Dan D. Sandman,
Secretary


March 12, 2001


36


<PAGE>

 
APPENDIX A
AUDIT COMMITTEE CHARTER


The responsibilities of the Audit Committee shall be those outlined in this
charter. The committee shall reassess and report to the Board of Directors on
the adequacy of this charter on an annual basis.

The Audit Committee shall be comprised of not less than three nor more than ten
members, all of whom are independent and qualified under standards established
by the New York Stock Exchange.

One of the important duties of the Audit Committee is the relationship of the
Corporation with its independent accountant. The independent accountant is
ultimately accountable to the Board of Directors and the Audit Committee as
representatives of the shareholders. As shareholder representatives, the Audit
Committee and the Board of Directors have the ultimate authority and
responsibility to select, evaluate, assess the independence of and, where
appropriate, replace the independent accountants.

The Audit Committee shall have oversight responsibility for ensuring the
integrity of the financial reports of the Corporation; shall determine that the
Corporation's administrative, operational and internal accounting controls have
been periodically reviewed and examined to determine if the Corporation is
operating in accordance with its prescribed procedures and codes of conduct;
shall also provide direction to the internal audit staff and the independent
accountants; shall review matters pertaining to conflicts or apparent conflicts
of interest between the holders of Marathon Stock and the holders of U. S. Steel
Stock, the policies and practices of the Corporation with respect to the
Marathon Group and the U.S. Steel Group, and the discharge by the Board of
Directors of its fiduciary duties to the common stockholders in the context of
the two separate classes of stock; and shall report to the Board of Directors on
the activities of the Committee.

In carrying out its oversight responsibilities, the Audit Committee shall: 

1.    Recommend annually to the Board of Directors the firm of independent
 
     accountants selected to be nominated for election by the stockholders to
      audit the accounts of the Corporation.

2.    Review the fees proposed for the coming year and approve the final fees
      and expenses of the independent accountants for audit services and
      non-audit services performed by the independent accountants for the past
      year. Approve in advance all non-audit services to be performed by the
      independent accountants for which the total fee is expected to exceed
      $500,000.

3.    Annually review the independence letter issued by the independent
      accountants under Independence Standards Board Standard No. 1, actively
      engage in a dialogue with the independent accountants with respect to any
      relationships disclosed in that letter, and report to the Board of
      Directors any appropriate action necessary to maintain their continuing
      independence.

4.    Review annually the scope of audit activities of both the independent
      accountants and the internal audit staff.

5.    Periodically receive and review reports from the independent accountants,
      the internal audit staff and management with respect to the status and
      results of their activities.


                                                                              37


<PAGE>


6.    Review significant accounting, auditing and Securities and Exchange
      Commission pronouncements.

7.    Review and approve the annual financial statements, the Annual Reports to
      stockholders and the Form 10-K Annual Report giving special consideration
      in such review to any material changes in accounting policy.

8.    Receive and review reports from management concerning compliance with
      Corporate policies dealing with business conduct.

9.    Receive and review the audit plans and audit reports of the Corporation's
      benefit plans as contained in the Annual Report of the United States Steel
      and Carnegie Pension Fund.

10.   Annually review the business expense reporting of the officers of the
      Corporation.

11.   As required, periodically review the policies and practices of the
      Corporation with respect to the Marathon Group and the U. S. Steel Group,
      including receiving and reviewing reports from management with respect to
      compliance with such policies and practices.

12.   As required, meet and discuss with the Chairman of the Board of Directors
      and the General Counsel, or their designees, matters relating to the
      discharge by the Board of Directors of its fiduciary duties to the common
      stockholders in the context of the Marathon Stock and the U. S. Steel
      Stock.

13.   Annually review a report outlining the activities undertaken by the
      committee over the past year to meet the requirements of this charter.


38


<PAGE>


USX Corporation
600 Grant Street
Pittsburgh, PA 15219-4776



USX [LOGO]


<PAGE>

[USX LOGO]                         ATTENDANCE CARD
                        2001 ANNUAL MEETING OF STOCKHOLDERS

You are cordially invited to attend the Annual Meeting of Stockholders on 
April 24, 2001. The Meeting will be held in Ballroom 4 of The Greater 
Columbus Convention Center, 400 North High Street, Columbus, Ohio, 43215 at 
10:00 A.M. Eastern Time.

Use of this attendance card is for our mutual convenience. Your right to 
attend the meeting without this attendance card is not affected, upon 
presentation of identification.

Attached below is your 2001 Proxy Card.

Dan D. Sandman
Secretary

For the personal use of the named stockholder(s) - not transferable. Please 
present this card upon arrival.

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


      YOU MAY VOTE  A)  BY COMPLETING THE PROXY CARD
                        ATTACHED BELOW AND RETURNING IT
                        IN THE ENCLOSED ENVELOPE, OR
                    B)  BY TOLL-FREE TELEPHONE CALL, OR
                    C)  ON THE INTERNET
-------------------------------------------------------------------------------
            TO VOTE BY TELEPHONE OR INTERNET USE THE CONTROL
                       NUMBER IN THE BOX BELOW

                         YOUR CONTROL NUMBER
                          [               ]

          BY TELEPHONE                        BY INTERNET
   Toll-free 1-888-216-1303           https://www.proxyvotenow.com/usx


Have your control number available when you call or visit the Internet site 
and follow the prompts. If voting on the Internet, be certain to enter the 
complete address as shown above.

Voting is available 24 hours a day, 7 days a week.

Do NOT return the proxy card if you have voted
         by telephone or Internet.

-------------------------------------------------------------------------------
The undersigned hereby appoint(s) Thomas J. Usher, Clarence P. Cazalot, Jr., 
Paul J. Wilhelm and Robert M. Hernandez, or any of them, proxies to vote as 
herein stated on behalf of the undersigned at the Annual Meeting of 
Stockholders of USX Corporation on April 24, 2001 and any adjournment or 
postponement thereof and upon all other matters properly coming before the 
Meeting, including the proposals set forth in the Proxy Statement for such 
Meeting with respect to which the proxies are instructed to vote as follows:

  PROPOSALS OF THE BOARD OF DIRECTORS -- The directors recommend a vote "FOR"


<TABLE>
<S>                                                                              <C>
Proposal No. 1--Election of directors--Nominees: (01)J. Gary Cooper,               FOR all nominees    []   WITHHOLD AUTHORITY []
                (02)Charles R. Lee, (03)Thomas J. Usher and (04)Paul J. Wilhelm    (except as indicated)    to vote for ALL nominees

                                               (TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL 
                                                   NOMINEE STRIKE OUT THAT NOMINEE'S NAME)

Proposal No. 2--Election of PricewaterhouseCoopers LLP as independent accountants       FOR   []    AGAINST  []   ABSTAIN   []
</TABLE>

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

                                      SIGNATURE(S)                             
                                                   ----------------------------

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

                                                           DATED            2001
                                                                 -----------

                                      Please sign exactly as your name appears
                                      hereon, including representative 
                                      capacity where applicable. If more than
                                      one named owner, all owners should sign.

                                      THIS PROXY IS SOLICITED BY THE BOARD OF
                                      DIRECTORS AND REPRESENTS YOUR HOLDINGS 
                                      OF USX-MARATHON GROUP COMMON STOCK 
                                      AND/OR USX-U.S. STEEL GROUP COMMON 
                                      STOCK. UNLESS OTHERWISE MARKED, PROXIES
                                      ARE TO VOTE FOR PROPOSALS 1 AND 2, AND 
                                      IN THEIR DISCRETION UPON ALL OTHER 
                                      MATTERS PROPERLY BROUGHT BEFORE THE
                                      MEETING AND ANY ADJOURNMENT OR 
                                      POSTPONEMENT THEREOF.