<PAGE> 1

                                    FORM 10-Q

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

(Mark One)

  [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
                                        
                For the Quarterly Period Ended September 30, 1995
                                        
                                       or
                                        
  [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

           For the transition period from ------------ to ------------
                                        
                                        
                                 USX CORPORATION
- --------------------------------------------------------------------------------
                                      ----
             (Exact name of registrant as specified in its charter)


           Delaware                  1-5153                 25-0996816
       ---------------            ------------         -------------------
       (State or other            (Commission             (IRS Employer
       jurisdiction of            File Number)         Identification No.)
        incorporation)

600 Grant Street, Pittsburgh, PA                            15219-4776
- ---------------------------------------                     ----------
(Address of principal executive offices)                    (Zip Code)

                                 (412) 433-1121
                         ------------------------------
                         (Registrant's telephone number,
                              including area code)


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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes..X..No.....

Common stock outstanding at October 31, 1995 follows:

               USX-Marathon Group     - 287,398,342 shares
               USX-U. S. Steel Group  -  82,741,274 shares
               USX-Delhi Group        -   9,446,769 shares

<PAGE> 2

                                 USX CORPORATION
                                  SEC FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995
                        --------------------------------

                                     INDEX                        Page
                                     -----                        ----

PART I - FINANCIAL INFORMATION

   A.  Consolidated Corporation


       Item 1. Financial Statements:

               Consolidated Statement of Operations                  4

               Consolidated Balance Sheet                            6

               Consolidated Statement of Cash Flows                  8

               Selected Notes to Consolidated
                 Financial Statements                                9

               Ratio of Earnings to Combined Fixed Charges
                 and Preferred Stock Dividends and Ratio of
                 Earnings to Fixed Charges                          14


       Item 2. Management's Discussion and Analysis of
                 Financial Condition and Results of
                 Operations                                         15

               Financial Statistics                                 20

   B.  Marathon Group


       Item 1. Financial Statements:

               Marathon Group Statement of Operations               21

               Marathon Group Balance Sheet                         22

               Marathon Group Statement of Cash Flows               23

               Selected Notes to Financial Statements               24


       Item 2. Marathon Group Management's Discussion and
                 Analysis of Financial Condition and
                 Results of Operations                              29

               Supplemental Statistics                              37

<PAGE> 3

                                 USX CORPORATION
                                  SEC FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995
                        --------------------------------

                                     INDEX                        Page
                                     -----                        ----

PART I - FINANCIAL INFORMATION (Continued)

   C.  U. S. Steel Group


       Item 1. Financial Statements:

               U. S. Steel Group Statement of Operations            38

               U. S. Steel Group Balance Sheet                      39

               U. S. Steel Group Statement of Cash Flows            40

               Selected Notes to Financial Statements               41


       Item 2. U. S. Steel Group Management's Discussion
                 and Analysis of Financial Condition
                 and Results of Operations                          46

               Supplemental Statistics                              52

   D.  Delhi Group


       Item 1. Financial Statements:

               Delhi Group Statement of Operations                  53

               Delhi Group Balance Sheet                            54

               Delhi Group Statement of Cash Flows                  55

               Selected Notes to Financial Statements               56


       Item 2. Delhi Group Management's Discussion and
                 Analysis of Financial Condition
                 and Results of Operations                          60

               Supplemental Statistics                              66


PART II - OTHER INFORMATION


       Item 1. Legal Proceedings                                    67


       Item 2. Changes in Securities                                68


       Item 5. Other Information                                    69


       Item 6. Exhibits and Reports on Form 8-K                     70

<PAGE> 4


Part I - Financial Information

   A.  Consolidated Corporation

<TABLE>
                    USX CORPORATION AND SUBSIDIARY COMPANIES
                CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
                ------------------------------------------------
<CAPTION>
                                                Third Quarter    Nine Months
                                                    Ended           Ended
                                                 September 30    September 30
(Dollars in millions)                            1995    1994    1995     1994
- --------------------------------------------------------------------------------
<S>                                             <C>     <C>    <C>      <C>
SALES                                           $5,237  $5,123 $15,553  $14,157

OPERATING COSTS:
 Cost of sales (excludes items shown below)      3,682   3,654  11,076   10,399
 Inventory market valuation charges (credits)       51      63     (35)    (158)
 Selling, general and administrative expenses       46      49     141      168
 Depreciation, depletion and amortization          292     256     882      786
 Taxes other than income taxes                     824     839   2,363    2,193
 Exploration expenses                               39      37      92      105
 Restructuring charges (credits)                     -       -      (6)      37
                                                ------  ------  ------   ------
   Total operating costs                         4,934   4,898  14,513   13,530
                                                ------  ------  ------   ------

OPERATING INCOME                                   303     225   1,040      627

Other income                                        37     163      98      222
Interest and other financial income                 10       4      27       15
Interest and other financial costs                (110)   (132)   (375)    (330)
                                                ------  ------  ------   ------
INCOME BEFORE INCOME TAXES AND
  EXTRAORDINARY LOSS                               240     260     790      534

Less provision for estimated income taxes           61      69     267      161
                                                ------  ------  ------   ------

INCOME BEFORE EXTRAORDINARY LOSS                   179     191     523      373
Extraordinary loss, net of income tax               (5)      -      (5)       -
                                                ------  ------  ------   ------
NET INCOME                                         174     191     518      373

Dividends on preferred stock                        (7)     (7)    (23)     (23)
                                                ------  ------  ------   ------
NET INCOME APPLICABLE TO COMMON STOCKS            $167    $184    $495     $350
                                                ======  ======  ======   ======






<FN>
Selected notes to financial statements appear on pages 9-13.
</TABLE>


<PAGE> 5

<TABLE>
                    USX CORPORATION AND SUBSIDIARY COMPANIES
          CONSOLIDATED STATEMENT OF OPERATIONS (Continued) (Unaudited)
                             INCOME PER COMMON SHARE
          ------------------------------------------------------------
<CAPTION>
                                                Third Quarter    Nine Months
                                                    Ended           Ended
                                                 September 30    September 30
(Dollars in millions, except per share data)     1995    1994    1995     1994
- --------------------------------------------------------------------------------

<S>                                           <C>     <C>     <C>      <C>
APPLICABLE TO MARATHON STOCK:
 Income before extraordinary loss                  $96    $101    $278     $280
   - Per share - primary and fully diluted         .33     .35     .97      .98

 Extraordinary loss, net of income tax              (4)      -      (4)       -
   - Per share - primary and fully diluted        (.01)      -    (.01)       -

 Net income                                         92     101     274      280
   - Per share - primary and fully diluted         .32     .35     .96      .98

 Dividends paid per share                          .17     .17     .51      .51

 Weighted average shares, in thousands
   - Primary                                   287,408 286,568 287,281  286,578
   - Fully diluted                             287,423 292,815 287,292  286,579

APPLICABLE TO STEEL STOCK:
 Income before extraordinary loss                  $80     $84    $222      $92
   - Per share - primary                           .99    1.11    2.86     1.23
               - fully diluted                     .95    1.05    2.77     1.23

 Extraordinary loss, net of income tax              (1)      -      (1)       -
   - Per share - primary and fully diluted        (.01)      -    (.01)       -

 Net income                                         79      84     221       92
   - Per share - primary                           .98    1.11    2.85     1.23
               - fully diluted                     .94    1.05    2.76     1.23

 Dividends paid per share                          .25     .25     .75      .75

 Weighted average shares, in thousands
   - Primary                                    80,700  75,674  77,831   74,947
   - Fully diluted                              90,008  86,596  87,139   76,197

APPLICABLE TO OUTSTANDING DELHI STOCK:
 Loss before extraordinary loss                  $(4.2)   $(.7)   $(.2)  $(21.8)
   - Per share - primary and fully diluted        (.44)   (.07)   (.02)   (2.32)
 Extraordinary loss, net of income tax             (.2)      -     (.2)       -
   - Per share - primary and fully diluted        (.02)      -    (.02)       -

 Net loss                                         (4.4)    (.7)    (.4)   (21.8)
   - Per share - primary and fully diluted        (.46)   (.07)   (.04)   (2.32)

 Dividends paid per share                          .05     .05     .15      .15

 Weighted average shares, in thousands
   - Primary and fully diluted                   9,443   9,438   9,440    9,396
<FN>
Selected notes to financial statements appear on pages 9-13.
</TABLE>


<PAGE> 6

<TABLE>
                                        
                    USX CORPORATION AND SUBSIDIARY COMPANIES
                     CONSOLIDATED BALANCE SHEET (Unaudited)
                    ----------------------------------------
<CAPTION>
                                        
                                     ASSETS
                                                 September 30   December 31
(Dollars in millions)                                  1995           1994
- --------------------------------------------------------------------------------
<S>                                                  <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents                             $123           $48
  Receivables, less allowance for doubtful
   accounts of $12 and $9                              1,126         1,112
  Inventories                                          1,804         1,742
  Deferred income tax benefits                           118           339
  Other current assets                                    80            81
                                                      ------        ------
     Total current assets                              3,251         3,322
Long-term receivables and other investments,
 less reserves of $23 and $22                            995         1,005
Property, plant and equipment, less accumulated
 depreciation, depletion and amortization of
 $14,618 and $14,211                                  11,067        11,375
Prepaid pensions                                       1,787         1,485
Other noncurrent assets                                  309           330
                                                      ------        ------
     Total assets                                    $17,409       $17,517
                                                      ======        ======
<FN>
Selected notes to financial statements appear on pages 9-13.
</TABLE>


<PAGE> 7

<TABLE>
                    USX CORPORATION AND SUBSIDIARY COMPANIES
               CONSOLIDATED BALANCE SHEET (Continued) (Unaudited)
               --------------------------------------------------
<CAPTION>
                                        
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                 September 30   December 31
(Dollars in millions)                                  1995           1994
- --------------------------------------------------------------------------------
<S>                                                   <C>           <C>
LIABILITIES
Current liabilities:
  Notes payable                                         $220            $1
  Accounts payable                                     1,796         1,873
  Payroll and benefits payable                           448           442
  Accrued taxes                                          276           330
  Accrued interest                                        84           128
  Long-term debt due within one year                     455            78
                                                      ------        ------
     Total current liabilities                         3,279         2,852
Long-term debt, less unamortized discount              4,754         5,521
Long-term deferred income taxes                        1,191         1,249
Employee benefits                                      2,766         2,822
Deferred credits and other liabilities                   469           521
Preferred stock of subsidiary                            250           250
                                                      ------        ------
     Total liabilities                                12,709        13,215
                                                      ------        ------
STOCKHOLDERS' EQUITY
Preferred stocks:
  Adjustable Rate Cumulative issued - 0 shares and
   2,099,970 shares                                        -           105
  6.50% Cumulative Convertible issued - 6,900,000 shares
   ($345 liquidation preference)                           7             7

Common stocks:
  Marathon Stock issued - 287,398,343 shares and
   287,185,916 shares                                    287           287
  Steel Stock issued - 82,490,777 shares and
   75,969,771 shares                                      83            76
  Delhi Stock issued - 9,446,769 shares and
   9,437,891 shares                                        9             9
Additional paid-in capital                             4,153         4,168
Accumulated earnings (deficit)                           188          (330)
Other equity adjustments                                 (27)          (20)
                                                      ------        ------
     Total stockholders' equity                        4,700         4,302
                                                      ------        ------
     Total liabilities and stockholders' equity      $17,409       $17,517
                                                      ======        ======






<FN>
Selected notes to financial statements appear on pages 9-13.
</TABLE>


<PAGE> 8

<TABLE>
                    USX CORPORATION AND SUBSIDIARY COMPANIES
                CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
                ------------------------------------------------
<CAPTION>
                                                       Nine Months Ended
                                                          September 30
(Dollars in millions)                                  1995           1994
- --------------------------------------------------------------------------------
<S>                                                    <C>           <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
OPERATING ACTIVITIES:
Net income                                              $518          $373
Adjustments to reconcile to net cash provided from
 (used in) operating activities:
  Extraordinary loss                                       5             -
  Depreciation, depletion and amortization               882           786
  Exploratory dry well costs                              37            42
  Inventory market valuation credits                     (35)         (158)
  Pensions                                              (312)         (113)
  Postretirement benefits other than pensions              2            63
  Deferred income taxes                                  170           165
  Gain on disposal of assets                             (25)         (183)
  Payment of amortized discount on zero
   coupon debentures                                    (129)            -
  Restructuring charges (credits)                         (6)           37
  Changes in:
     Current receivables - sold                          (10)           10
                         - operating turnover             (2)          (38)
     Inventories                                         (30)          (94)
     Current accounts payable and accrued expenses      (168)         (651)
  All other items - net                                  (45)            5
                                                      ------        ------
     Net cash provided from operating activities         852           244
                                                      ------        ------
INVESTING ACTIVITIES:
Capital expenditures                                    (658)         (657)
Disposal of assets                                        88           253
All other items - net                                     10             7
                                                      ------        ------
     Net cash used in investing activities              (560)         (397)
                                                      ------        ------
FINANCING ACTIVITIES:
Commercial paper and revolving credit
 arrangements-net                                        316           (25)
Other debt - borrowings                                    -           504
           - repayments                                 (410)         (751)
Issuance of common stock of subsidiary                     -            11
Issuance of preferred stock of subsidiary                  -           242
Preferred stock repurchased                             (105)            -
Common stock - issued                                    206           215
             - repurchased                                (1)            -
Dividends paid                                          (223)         (225)
                                                      ------        ------
     Net cash used in financing activities              (217)          (29)
                                                      ------        ------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                    -             1
                                                      ------        ------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      75          (181)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR            48           268
                                                      ------        ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD              $123           $87
                                                      ======        ======
Cash provided from (used in) operating activities included:
  Interest and other financial costs paid (net of
   amount capitalized)                                 $(529)        $(508)
  Income taxes (paid) refunded                          (165)           17
<FN>
Selected notes to financial statements appear on pages 9-13.
</TABLE>


<PAGE> 9
                                        
                    USX CORPORATION AND SUBSIDIARY COMPANIES
               SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               ---------------------------------------------------
                                   (Unaudited)

                                        
 1.  The information furnished in these financial statements is unaudited but,
     in the opinion of management, reflects all adjustments necessary for a
     fair presentation of the results for the periods covered.  All such
     adjustments are of a normal recurring nature unless disclosed otherwise. 
     These financial statements, including selected notes, have been prepared in
     accordance with the applicable rules of the Securities and Exchange
     Commission and do not include all of the information and disclosures
     required by generally accepted accounting principles for complete
     financial statements.  Additional information is contained in the USX
     Annual Report on Form 10-K for the year ended December 31, 1994.

 2.  The method of calculating net income (loss) per share for the Marathon
     Stock, Steel Stock and Delhi Stock reflects the USX Board of Directors'
     intent that the separately reported earnings and surplus of the Marathon
     Group, the U. S. Steel Group and the Delhi Group, as determined consistent
     with the USX Certificate of Incorporation, are available for payment of
     dividends to the respective classes of stock, although legally available
     funds and liquidation preferences of these classes of stock do not
     necessarily correspond with these amounts.  The financial statements of
     the Marathon Group, the U. S. Steel Group and the Delhi Group, taken
     together, include all accounts which comprise the corresponding
     consolidated financial statements of USX.

     Primary net income (loss) per share is calculated by adjusting net income
     (loss) for dividend requirements of preferred stock and, in the case of
     Delhi Stock, for the income (loss) applicable to the Retained Interest
     prior to June 15, 1995; and is based on the weighted average number of
     common shares outstanding plus common stock equivalents, provided they are
     not antidilutive.  Common stock equivalents result from assumed exercise
     of stock options and surrender of stock appreciation rights associated
     with stock options, where applicable.

     Fully diluted net income (loss) per share assumes conversion of
     convertible securities for the applicable periods outstanding and
     assumes exercise of stock options and surrender of stock appreciation
     rights, provided, in each case, the effect is not antidilutive.

 3.  The items below were included in both sales and operating costs, resulting
     in no effect on income:

<TABLE>
<CAPTION>
                                                        (In millions)
                                               -------------------------------
                                                  Third Qtr.     Nine Months
                                                    Ended           Ended
                                                 September 30    September 30
                                                 1995    1994    1995     1994
                                                 ----    ----    ----     ----
    <S>                                           <C>     <C>   <C>      <C>
    Consumer excise taxes on petroleum
      products and merchandise                    $718    $733  $2,046   $1,878
    Matching buy/sell transactions                 447     521   1,499    1,488
</TABLE>


<PAGE> 10
                                        
                    USX CORPORATION AND SUBSIDIARY COMPANIES
         SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
         ---------------------------------------------------------------
                                   (Unaudited)
                                        
                                        
 4.  Inventories are carried at lower of cost or market.  Cost of inventories is
     determined primarily under the last-in, first-out (LIFO) method.

<TABLE>
<CAPTION>
                                                         (In millions)
                                                  -------------------------
                                                   September 30 December 31
                                                       1995           1994
                                                   ------------ -----------
    <S>                                               <C>          <C>
    Raw materials                                       $593         $568
    Semi-finished products                               319          336
    Finished products                                    941          930
    Supplies and sundry items                            195          187
                                                      ------        ------
      Total (at cost)                                  2,048        2,021
    Less inventory market valuation reserve              244          279
                                                      ------        ------
      Net inventory carrying value                    $1,804       $1,742
                                                      ======        ======
</TABLE>

     The inventory market valuation reserve reflects the extent that the
     recorded cost of crude oil and refined products inventories exceeds net
     realizable value.  The reserve is decreased to reflect increases in market
     prices and inventory turnover and increased to reflect decreases in market
     prices.  Changes in the reserve result in charges or credits to operating
     income.

 5.  In the first nine months of 1994, payments of $124 million were made to
     settle various state tax issues.  As a result of these settlements, a net
     favorable adjustment of $37 million was made to net income consisting of a
     credit of $12 million in operating costs, a credit of $35 million in
     interest and other financial costs and an income tax provision effect of
     $10 million.

 6.  In the first nine months of 1994, restructuring charges totaling $40
     million were reported for the write-down of assets to estimated net
     realizable value related to the planned disposition of certain
     nonstrategic gas gathering and processing assets and other investments.
     Charges of $37 million were included in operating costs and $3 million
     included in other income.  In the first nine months of 1995, disposition
     of these assets was completed at higher than anticipated sales proceeds,
     resulting in restructuring credits of $11 million ($6 million included
     in operating income and $5 million included in other income).

 7.  Operating income included net periodic pension credits of $107 million and
     $92 million in the first nine months of 1995 and 1994, respectively,
     ($35 million and $31 million in the third quarter of 1995 and 1994,
     respectively).  These pension credits are primarily noncash and for the
     most part are included in selling, general and administrative expenses.
     The expected long-term rate of return on plan assets, which is reflected in
     the calculation of net periodic pension credits, was increased to 10% in
     1995 from 9% in 1994.

 8.  Other income in the first nine months of 1994 included a pretax gain of
     $183 million from the disposal of assets ($150 million in the third
     quarter, including the sale of the assets of a retail propane marketing
     subsidiary).

<PAGE> 11
                                        
                    USX CORPORATION AND SUBSIDIARY COMPANIES
         SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
         ---------------------------------------------------------------
                                   (Unaudited)


 9.  The provision for estimated income taxes for the periods reported is based
     on tax rates and amounts which recognize management's best estimate of
     current and deferred tax assets and liabilities.

     The income tax provisions for the third quarter and first nine months of
     1995 include a credit of $23 million related to recognition of incremental
     federal income tax benefits for foreign income tax payments.  This benefit
     results from USX's election to credit, rather than deduct, foreign income
     taxes for federal income tax purposes in 1995 and certain prior years.  In
     addition, interest and other financial costs for the third quarter and
     first nine months of 1995 include a credit of $20 million for interest on
     refundable federal income taxes paid in prior years.

     The income tax provisions for the third quarter and first nine months of
     1994 include a one-time $32 million deferred tax benefit related to the
     excess of tax over financial basis in shares of RMI Titanium Company
     (RMI), concurrent with the adoption of equity accounting for RMI.

10.  In the third quarter of 1995, USX extinguished $467 million of debt,
     primarily consisting of Zero Coupon Convertible Senior Debentures due
     2005, with a carrying value of $393 million, and $56 million of 8-1/2%
     Sinking Fund Debentures due February 1, 2000, which resulted in an
     extraordinary loss of $5 million, net of $3 million income tax.

11.  At September 30, 1995, USX had $120 million of borrowings against its
     $2,325 million long-term revolving credit agreement.  At September 30,
     1995, $326 million of commercial paper was included in long-term debt,
     since the unused long-term credit agreement was available for refinancing,
     if needed.

     USX had outstanding borrowings of $80 million at September 30, 1995,
     against its short-term lines of credit totaling $200 million, which
     require maintenance of compensating balances of 3%.  In addition, USX
     had other outstanding short-term borrowings of $140 million.

     In the event of a change in control of USX, debt obligations totaling
     $3,678 million at September 30, 1995, may be declared immediately due and
     payable.

12.  In the third quarter of 1995, USX sold 5,000,000 shares of Steel Stock to
     the public for net proceeds of $169 million.  In addition, USX redeemed
     2,099,970 shares (stated value $50 per share) of its Adjustable Rate
     Cumulative Preferred Stock for $50 per share or $105 million.

13.  USX has entered into agreements to sell certain accounts receivable
     subject to limited recourse.  Payments are collected from the sold
     accounts receivable; the collections are reinvested in new accounts
     receivable for the buyers; and a yield based on defined short-term
     market rates is transferred to the buyers.  At September 30, 1995, the
     balance of sold accounts receivable that had not been collected was
     $740 million, and the buyers had collection rights for an additional
     $92 million of designated unsold receivables to collateralize the
     limited recourse provisions.  In the event of a change in control of
     USX, as defined in one of the agreements, USX may be required to
     forward to the buyers, payments collected on sold accounts receivable
     of $350 million.

<PAGE> 12
                                        
                    USX CORPORATION AND SUBSIDIARY COMPANIES
         SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
         ---------------------------------------------------------------
                                   (Unaudited)


13.  (Continued)

     Prior to 1993, USX Credit, a division of USX, sold certain of its loans
     receivable subject to limited recourse.  USX Credit continues to collect
     payments from the loans and transfer to the buyers principal collected
     plus yield based on defined short-term market rates.  At
     September 30, 1995, the balance of sold loans receivable subject to
     recourse was $86 million.  As of September 30, 1995, USX Credit had
     outstanding loan commitments of $2 million.  USX Credit is not actively
     seeking new loans at this time.  In the event of a change in control of 
     USX, as defined in the agreement, USX may be required to provide cash
     collateral in the amount of the uncollected loans receivable to assure
     compliance with the limited recourse provisions.

14.  USX is the subject of, or a party to, a number of pending or threatened
     legal actions, contingencies and commitments involving a variety of
     matters, including laws and regulations relating to the environment.
     Certain of these matters are discussed below.  The ultimate resolution of
     these contingencies could, individually or in the aggregate, be material
     to the consolidated financial statements.  However, management believes
     that USX will remain a viable and competitive enterprise even though it is
     possible that these contingencies could be resolved unfavorably.  See
     discussion of Liquidity and Capital Resources in USX Consolidated
     Management's Discussion and Analysis of Financial Condition and Results of
     Operations.

     In 1994, USX paid $367 million in judgments against the Bessemer & Lake
     Erie Railroad in the Lower Lake Erie Iron Ore Antitrust Litigation.  Two
     remaining plaintiffs in this case have had their damage claims remanded
     for retrial.  A new trial may result in awards more or less than the
     original asserted claims of $8 million and would be subject to trebling.

     USX is subject to federal, state, local and foreign laws and regulations
     relating to the environment.  These laws generally provide for control of
     pollutants released into the environment and require responsible parties
     to undertake remediation of hazardous waste disposal sites.  Penalties may
     be imposed for noncompliance.  At September 30, 1995, and
     December 31, 1994, accrued liabilities for remediation totaled
     $159 million and $186 million, respectively.  It is not presently
     possible to estimate the ultimate amount of all remediation costs that
     might be incurred or the penalties that may be imposed.  Receivables
     for recoverable costs from certain states, under programs to assist 
     companies in clean up efforts related to underground storage tanks at
     retail marketing outlets, were $22 million at September 30, 1995, and
     $7 million at December 31, 1994.

     For a number of years, USX has made substantial capital expenditures to
     bring existing facilities into compliance with various laws relating to
     the environment.  In the first nine months of 1995 and for the years
     1994 and 1993, such capital expenditures for environmental controls
     totaled $70 million, $132 million and $181 million, respectively.  USX
     anticipates making additional such expenditures in the future; however,
     the exact amounts and timing of such expenditures are uncertain because of
     the continuing evolution of specific regulatory requirements.


<PAGE> 13

                    USX CORPORATION AND SUBSIDIARY COMPANIES
         SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
         ---------------------------------------------------------------
                                   (Unaudited)

14.  (Continued)

     At September 30, 1995, and December 31, 1994, accrued liabilities for
     platform abandonment and dismantlement totaled $126 million and $127
     million, respectively.

     By reason of Executive Orders and related regulations under which the U.S.
     Government is continuing economic sanctions against Libya, USX was
     required to discontinue performing its Libyan petroleum contracts on
     June 30, 1986.  In June 1989, the Department of the Treasury authorized
     USX to resume performing under those contracts.  Pursuant to that
     authorization, USX has engaged the Libyan National Oil Company and the
     Secretary of Petroleum in continuing negotiations to determine when and
     on what basis they are willing to allow USX to resume realizing revenue
     from USX's investment of $107 million in Libya.  USX is uncertain when
     these negotiations can be completed.

     Guarantees by USX of the liabilities of affiliated and other entities
     totaled $79 million at September 30, 1995.  In the event that any defaults
     of guaranteed liabilities occur, USX has access to its interest in the
     assets of most of the affiliates to reduce losses resulting from these
     guarantees.  As of September 30, 1995, the largest guarantee for a single
     affiliate was $37 million.

     At September 30, 1995, USX's pro rata share of obligations of LOOP INC.
     and various pipeline affiliates secured by throughput and deficiency
     agreements totaled $186 million.  Under the agreements, USX is required 
     to advance funds if the affiliates are unable to service debt.  Any such
     advances are prepayments of future transportation charges.

     Contract commitments for capital expenditures for property, plant and
     equipment at September 30, 1995, totaled $376 million compared with
     $283 million at December 31, 1994.

15.  In March 1995, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standards No. 121 (SFAS No. 121), "Accounting for
     the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
     Disposed Of," which is effective for 1996.  USX plans to adopt SFAS
     No. 121 in the fourth quarter of 1995.  For additional information, see
     USX Consolidated Management's Discussion and Analysis of Financial
     Condition and Results of Operations.

<PAGE> 14

<TABLE>

                                 USX CORPORATION
           COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
                          AND PREFERRED STOCK DIVIDENDS
                      TOTAL ENTERPRISE BASIS - (Unaudited)
           ----------------------------------------------------------
<CAPTION>

  Nine Months Ended
     September 30                        Year Ended December 31
- --------------------    -------------------------------------------------------

   1995        1994         1994        1993         1992        1991      1990
   ----        ----         ----        ----         ----        ----      ----
   <C>         <C>          <C>         <C>          <C>         <C>       <C>
   2.65        1.95         1.92        (a)          (a)         (a)       2.69
   ====        ====         ====        ====         ====        ====      ====

<FN>
  (a) Earnings did not cover combined fixed charges and preferred stock
      dividends by $325 million for 1993, by $211 million for 1992 and by $696
      million for 1991.
</TABLE>




<TABLE>

                                 USX CORPORATION
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                      TOTAL ENTERPRISE BASIS - (Unaudited)
                -------------------------------------------------
<CAPTION>

  Nine Months Ended
     September 30                        Year Ended December 31
- ---------------------   -------------------------------------------------------

   1995        1994         1994        1993         1992        1991      1990
   ----        ----         ----        ----         ----        ----      ----
   <C>         <C>          <C>         <C>          <C>         <C>       <C>
   2.88        2.11         2.08        (a)          (a)         (a)       2.80
   ====        ====         ====        ====         ====        ====      ====

<FN>
  (a) Earnings did not cover fixed charges by $281 million for 1993, by
      $197 million for 1992 and by $681 million for 1991.
</TABLE>


<PAGE> 15
                    USX CORPORATION AND SUBSIDIARY COMPANIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

     The following discussion should be read in conjunction with the third
quarter 1995 USX consolidated financial statements and selected notes.

Results of Operations
- ---------------------
     See the Consolidated Statement of Operations - Income per Common Share for
comparative amounts applicable to the three classes of common stock.

     Sales in the third quarter of 1995 increased $114 million from the same
period in 1994.  The improvement reflected increases of 11%, 7% and 4%
(excluding matching buy/sell transactions and excise taxes) in sales for the
Delhi Group, U. S. Steel Group and the Marathon Group, respectively.  Sales in
the first nine months of 1995 increased $1,396 million from the same period in
1994.  In the first nine months of 1995 sales for the Marathon Group and
U. S. Steel Group increased 14% (excluding matching buy/sell transactions and
excise taxes) and 9%, respectively, from the same period in 1994.  Matching
buy/sell transactions and excise taxes are included in both sales and operating
costs, resulting in no effect on operating income.

     Operating income increased $78 million in the third quarter of 1995 from
the same period in 1994.  Results in the third quarter of 1995 included a $51
million unfavorable noncash effect resulting from an increase in the inventory
market valuation reserve, and charges of $6 million related to the repair of
the Gary Works' No. 8 blast furnace (which was damaged by an explosion on
April 5, 1995), partially offset by favorable adjustments of $28 million
pertaining to expected environmental remediation recoveries and certain
employee-related costs.  Third quarter 1994 operating income included an
unfavorable noncash effect of $63 million resulting from an increase in the
inventory market valuation reserve. Excluding the effects of these items, third
quarter 1995 operating income increased $44 million from the third quarter of
1994 due primarily to increases of $27 million and $21 million in operating
results for the Marathon Group and the U. S. Steel Group, respectively.

     Operating income increased $413 million in the first nine months of 1995
from the same period in 1994. Operating income in the first nine months of 1995
included a $35 million favorable noncash effect resulting from a decrease in
the inventory market valuation reserve, $28 million of favorable adjustments
pertaining to expected environmental remediation recoveries and certain
employee-related costs, and a $6 million favorable adjustment related to the
completion of the planned disposition of certain nonstrategic gas gathering and
processing assets, partially offset by a $29 million charge related to the
Pickering v. USX litigation and a $33 million charge for the repair of the Gary
Works' No. 8 blast furnace.  Operating income in the first nine months of 1994
included a $158 million favorable noncash effect resulting from a decrease in
the inventory market valuation reserve, partially offset by restructuring
charges of $37 million related to the planned disposition of certain
nonstrategic gas gathering and processing assets.  Excluding the effects of
these items, operating income in the first nine months of 1995 increased
$527 million from the same period in 1994.  This reflected increases of
$276 million, $240 million and $11 million in operating results for the
U. S. Steel Group, the Marathon Group and the Delhi Group, respectively.

     Other income totaled $98 million in the first nine months of 1995,
compared with $222 million in the first nine months of 1994.  In addition to
income from equity affiliates, other income in the first nine months of 1995
included gains of


<PAGE> 16
                    USX CORPORATION AND SUBSIDIARY COMPANIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

$25 million on the disposals of assets ($14 million in the third quarter).
Other income in the first nine months of 1994 included a pretax gain of $183
million from the disposal of assets ($150 million in the third quarter),
primarily reflecting the third quarter sale of assets of a retail propane
marketing subsidiary and the sale of certain domestic oil and gas production
properties.  Excluding the effect of these gains on the disposal of assets,
other income in the first nine months of 1995 increased $34 million from the
same period in 1994 due to increased income from equity affiliates.

     Net interest and other financial costs increased $33 million in the first
nine months of 1995 from the same period in 1994.  Net interest and other
financial costs in the first nine months of 1995 were reduced by $20 million
for interest on refundable federal income taxes paid in prior years.
Interest and other financial costs in the first nine months of 1994 included a
$35 million favorable effect resulting from settlement of various state tax
issues.  Excluding these items, net interest and other financial costs
increased 5% in the first nine months of 1995 from the same period in 1994,
primarily due to lower capitalized interest at the Marathon Group.

     Provision for estimated income taxes for the periods reported is based on
tax rates and amounts which recognize management's best estimate of current and
deferred tax assets and liabilities.  The income tax provision for the third
quarter and first nine months of 1995 included a $23 million incremental U.S.
income tax benefit for foreign income tax payments.  This benefit results from
USX's election to credit, rather than deduct, foreign income taxes for U.S.
Federal income tax purposes in 1995 and certain prior years.  The third quarter
1994 income tax provision included a one-time $32 million deferred tax benefit
(see Note 9 to the Consolidated Financial Statements).

     Extraordinary loss on extinguishment of debt of $5 million was recorded in
the third quarter of 1995, representing the unfavorable aftertax effect of the
early extinguishment of debt.  See discussion of Cash Flows herein.

     Net income decreased 9% in the third quarter of 1995 from the same period
in 1994.  For the first nine months of 1995, net income increased 39% from the
same period in 1994.

Group Results
- -------------
     See Management's Discussion and Analysis of Financial Condition and
Results of Operations for the Marathon Group, the U. S. Steel Group and the
Delhi Group.

Operating Statistics
- --------------------
     For details, see Supplemental Statistics table for the Marathon Group, the
U. S. Steel Group and the Delhi Group.

Dividends to Stockholders
- -------------------------
     On October 31, 1995, USX's Board of Directors (the "Board") declared
dividends of 17 cents per share on Marathon Stock, 25 cents per share on Steel
Stock and five

<PAGE> 17
                    USX CORPORATION AND SUBSIDIARY COMPANIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

cents per share on Delhi Stock, all payable December 9, 1995, to stockholders
of record at the close of business on November 16, 1995.

     The Board also declared a dividend of $0.8125 per share on USX
Corporation's 6.50% Cumulative Convertible Preferred Stock, payable December 29,
1995, to stockholders of record at the close of business on December 1, 1995.

Cash Flows
- ----------
     At September 30, 1995, cash and cash equivalents totaled $123 million
compared with $48 million at December 31, 1994.

     Net cash provided from operating activities totaled $852 million in the
first nine months of 1995, compared with net cash provided from operating
activities of $244 million in the first nine months of 1994.  The first nine
months of 1995 included payments of $169 million to fund the U. S. Steel
Group's principal pension plan for the 1994 and a portion of the 1995 plan
years and the $129 million portion of zero coupon bond debentures extinguished
representing amortized discount.  The first nine months of 1994 included
payments of $367 million to settle substantially all of the remaining judgments
from the Bessemer & Lake Erie Railroad litigation and payments of $124 million
related to settlement of various state tax issues.  Excluding these payments,
net cash provided from operating activities in the first nine months of 1995
improved $415 million from the same period in 1994.  The increase primarily
reflected improved profitability and favorable working capital changes.

     Cash from the disposal of assets totaled $88 million in the first nine
months of 1995, compared with $253 million in the same period in 1994.  The 1995
proceeds primarily reflected property sales by real estate development and
management and USX Credit, a division of USX.  The 1994 proceeds primarily
resulted from the sales of the assets of a retail propane marketing subsidiary
and certain domestic oil and gas production properties.

     USX's total long-term debt, preferred stock of subsidiary and notes payable
at September 30, 1995, was $5,679 million, down $171 million from December 31,
1994.  At September 30, 1995, USX had outstanding borrowings of $120 million
against its long-term revolving credit agreement, leaving $2,205 million of
available unused credit agreements.  USX had outstanding borrowings of $220
million against short-term lines of credit totaling $375 million, of which $175
million requires a commitment fee and the other $200 million generally requires
a maintenance of compensating balances of 3%.

     In the third quarter of 1995, USX extinguished $467 million of debt,
primarily consisting of Zero Coupon Convertible Senior Debentures due 2005, with
a carrying value of $393 million ($264 million in original proceeds and $129
million of amortized discount) and $56 million of 8-1/2% Sinking Fund Debentures
due February 1, 2000, which resulted in an extraordinary loss of $5 million, net
of $3 million  income tax effect.

     In the third quarter of 1995, USX sold 5,000,000 shares of Steel Stock to
the public for net proceeds of $169 million.  The net proceeds were used to fund
the U. S. Steel Group's principal pension plan for the 1994 and a portion of the
1995 plan years.  In addition, USX redeemed 2,099,970 shares (stated value $50
per share) of its Adjustable Rate Cumulative Preferred Stock for $50 per share
or $105 million.

<PAGE> 18
                    USX CORPORATION AND SUBSIDIARY COMPANIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

Hedging Activity
- ----------------
     USX engages in hedging activities in the normal course of its businesses.
Futures contracts, commodity swaps and options are used to hedge exposure to
price fluctuations relevant to the purchase, production or sale of crude oil,
natural gas and refined products.  Forward currency contracts have been used to
manage currency risks related to anticipated revenues and operating costs, firm
commitments for capital expenditures and existing assets or liabilities
denominated in a foreign currency.  While hedging activities are generally used
to reduce risks from unfavorable commodity price and currency rate movements,
they also may limit the opportunity to benefit from favorable movements.  USX's
hedging activities have not been significant in relation to its overall business
activity.  Based on the risk assessment procedures and internal controls in
place, management believes that its use of hedging instruments will not have a
material adverse effect on the financial position, liquidity or results of
operations of USX.

Liquidity
- ---------
     USX believes that its short-term and long-term liquidity is adequate to
satisfy its obligations as of September 30, 1995, and to complete currently
authorized capital spending programs.  Future requirements for USX's business
needs, including the funding of capital expenditures and debt maturities for the
balance of 1995 and years 1996 and 1997, are expected to be financed by a
combination of internally generated funds, proceeds from the sale of stock,
borrowings and other external financing sources.

Capital Expenditures
- --------------------
     Capital expenditures for property, plant and equipment in the third quarter
and first nine months of 1995 were $245 million and $658 million, respectively,
compared with $258 million and $657 million in the same periods in 1994.  For
further details, see the Financial Statistics table.

     For the year 1995, capital expenditures are expected to total approximately
$1.0 billion.  For details, see discussion of Capital Expenditures for the
Marathon Group, the U. S. Steel Group and the Delhi Group.

     Contract commitments for capital expenditures at September 30, 1995, were
$376 million, compared with $283 million at year-end 1994.

Environmental Matters, Contingencies and Commitments
- ----------------------------------------------------
     USX has incurred and will continue to incur substantial capital, operating
and maintenance, and remediation expenditures as a result of environmental laws
and regulations.  To the extent these expenditures, as with all costs, are not
ultimately reflected in the prices of USX's products and services, operating
results will be adversely affected.  USX believes that domestic competitors of
the U. S. Steel Group and substantially all the competitors of the Marathon
Group and the Delhi Group are subject to similar environmental laws and
regulations.  However, the specific impact on each competitor may vary depending
on a number of factors, including the age and location of its operating
facilities, marketing areas, production processes and the specific products and
services it provides.

<PAGE> 19
                    USX CORPORATION AND SUBSIDIARY COMPANIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

     USX has been notified that it is a potentially responsible party ("PRP") at
44 waste sites under the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA") as of September 30, 1995.  In addition, there are 34
sites where USX has received information requests or other indications that USX
may be a PRP under CERCLA but where sufficient information is not presently
available to confirm the existence of liability.  There are also 104 additional
sites, excluding retail gasoline stations, where remediation is being sought
under other environmental statutes, both federal and state.  At many of these
sites, USX is one of a number of parties involved and the total cost of
remediation, as well as USX's share thereof, is frequently dependent upon the
outcome of investigations and remedial studies.  USX accrues for environmental
remediation activities when the responsibility to remediate is probable and the
amount of associated costs is reasonably determinable.  As environmental
remediation matters proceed toward ultimate resolution or as additional
remediation obligations arise, charges in excess of those previously accrued may
be required.  See Note 14 to the Consolidated Financial Statements.

     USX is the subject of, or a party to, a number of pending or threatened
legal actions, contingencies and commitments involving a variety of matters,
including laws and regulations relating to the environment certain of which are
discussed in Note 14 to the Consolidated Financial Statements.  The ultimate
resolution of these contingencies could, individually or in the aggregate, be
material to the consolidated financial statements.  However, management believes
that USX will remain a viable and competitive enterprise even though it is
possible that these contingencies could be resolved unfavorably.  See discussion
of Cash Flows and Liquidity herein.

Accounting Standard
- -------------------
     In March 1995, The Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 - Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to Be Disposed Of ("SFAS No. 121").  This
standard must be adopted no later than the 1996 reporting year but can be
adopted early.  SFAS No. 121 requires that long-lived assets and associated
goodwill be written down to fair value whenever an impairment review indicates
that the carrying value cannot be recovered on an undiscounted cash flow basis.
Following such asset write-downs, results of operations will generally be
favorably affected by reduced depreciation, depletion and amortization charges.

     USX is currently reviewing its assets and, based on preliminary
information, estimates that pretax charges of $400 million to $600 million for
the Marathon Group and up to $15 million for the U. S. Steel Group will be
recognized upon adoption.  The review includes the evaluation of its domestic
and international production properties, and refining, marketing and
transportation assets, including the Indianapolis Refinery which was
temporarily idled in late 1993, as well as certain iron ore
mineral rights and real estate holdings.  USX plans to adopt SFAS No. 121 in
the fourth quarter of 1995.

<PAGE> 20

<TABLE>
                                 USX Corporation
                              FINANCIAL STATISTICS
                              --------------------
                                 ($ in Millions)
<CAPTION>
                                                Third Quarter    Nine Months
                                                    Ended           Ended
                                                 September 30    September 30
                                                --------------  --------------
                                                 1995    1994    1995     1994
                                                 ----    ----    ----     ----
SALES

 <S>                                            <C>     <C>    <C>       <C>
 Marathon Group                                 $3,492  $3,497 $10,357   $9,349
 U. S. Steel Group                               1,609   1,505   4,809    4,423
 Delhi Group                                       149     134     425      424
 Eliminations                                      (13)    (13)    (38)     (39)
                                               ------- ------- -------  -------
   Total                                        $5,237  $5,123 $15,553  $14,157

OPERATING INCOME (LOSS)

 Marathon Group                                   $171    $117    $631     $499
 U. S. Steel Group                                 134     106     397      170
 Delhi Group                                        (2)      2      12      (42)
                                               ------- ------- -------  -------
   Total                                          $303    $225  $1,040     $627


CAPITAL EXPENDITURES

 Marathon Group                                   $151    $187    $409     $464
 U. S. Steel Group                                  82      63     224      171
 Delhi Group                                        12       8      25       22
                                               ------- ------- -------  -------
   Total                                          $245    $258    $658     $657
</TABLE>


<PAGE> 21

Part I - Financial Information (Continued):

<TABLE>
   B.  Marathon Group
                        MARATHON GROUP OF USX CORPORATION
                       STATEMENT OF OPERATIONS (Unaudited)
                       -----------------------------------
<CAPTION>
                                        
                                                Third Quarter    Nine Months
                                                    Ended           Ended
                                                 September 30    September 30
(Dollars in millions, except per share data)     1995    1994    1995     1994
- --------------------------------------------------------------------------------
<S>                                             <C>     <C>    <C>       <C>
SALES                                           $3,492  $3,497 $10,357   $9,349

OPERATING COSTS:
 Cost of sales (excludes items shown below)      2,185   2,251   6,624    6,118
 Inventory market valuation charges (credits)       51      63     (35)    (158)
 Selling, general and administrative expenses       74      73     226      237
 Depreciation, depletion and amortization          207     172     623      525
 Taxes other than income taxes                     765     784   2,196    2,023
 Exploration expenses                               39      37      92      105
                                                ------  ------  ------   ------
   Total operating costs                         3,321   3,380   9,726    8,850
                                                ------  ------  ------   ------

OPERATING INCOME                                   171     117     631      499

Other income                                         3     148      16      166
Interest and other financial income                 11       2      24        9
Interest and other financial costs                 (73)    (89)   (258)    (209)
                                                ------  ------  ------   ------

INCOME BEFORE INCOME TAXES AND
  EXTRAORDINARY LOSS                               112     178     413      465
Less provision for estimated income taxes           15      76     131      181
                                               ------- ------- -------  -------

INCOME BEFORE EXTRAORDINARY LOSS                    97     102     282      284
Extraordinary loss, net of income tax               (4)      -      (4)       -
                                                ------  ------  ------   ------

NET INCOME                                          93     102     278      284

Dividends on preferred stock                        (1)     (1)     (4)      (4)
                                                ------  ------  ------   ------
NET INCOME APPLICABLE TO MARATHON STOCK            $92    $101    $274     $280
                                                ======  ======  ======   ======
MARATHON STOCK DATA:
Income per share - primary and fully diluted:
 Income before extraordinary loss                 $.33    $.35    $.97     $.98
 Extraordinary loss                               (.01)      -    (.01)       -
 Net income                                        .32     .35     .96      .98

Dividends paid per share                           .17     .17     .51      .51

Weighted average shares, in thousands
 - Primary                                     287,408 286,568 287,281  286,578
 - Fully diluted                               287,423 292,815 287,292  286,579
<FN>
Selected notes to financial statements appear on pages 24-28.
</TABLE>


<PAGE> 22

<TABLE>
                        MARATHON GROUP OF USX CORPORATION
                            BALANCE SHEET (Unaudited)
                        ---------------------------------
<CAPTION>
                                                   September 30 December 31
(Dollars in millions)                                  1995           1994
- --------------------------------------------------------------------------------

ASSETS
<S>                                                  <C>           <C>
Current assets:
  Cash and cash equivalents                              $61           $28
  Receivables, less allowance for doubtful
   accounts of $2 and $3                                 501           438
  Inventories                                          1,146         1,137
  Other current assets                                   158           134
                                                     -------        ------
     Total current assets                              1,866         1,737
Long-term receivables and other investments              323           376
Property, plant and equipment, less accumulated
 depreciation, depletion and amortization of
 $8,325 and $7,797                                     8,082         8,364
Prepaid pensions                                         280           261
Other noncurrent assets                                  198           213
                                                      ------        ------
     Total assets                                    $10,749       $10,951
                                                      ======        ======
LIABILITIES
Current liabilities:
  Notes payable                                         $165            $1
  Accounts payable                                       964         1,129
  Payable to other groups                                 86            44
  Payroll and benefits payable                            79            84
  Accrued taxes                                           39           133
  Deferred income taxes                                  201           171
  Accrued interest                                        62            95
  Long-term debt due within one year                     337            55
                                                      ------        ------
     Total current liabilities                         1,933         1,712
Long-term debt, less unamortized discount              3,502         3,983
Long-term deferred income taxes                        1,285         1,270
Employee benefits                                        319           317
Deferred credits and other liabilities                   237           246
Preferred stock of subsidiary                            182           182
                                                      ------        ------
     Total liabilities                                 7,458         7,710
                                                      ------        ------
STOCKHOLDERS' EQUITY
Preferred stock                                            -            78
Common stockholders' equity                            3,291         3,163
                                                      ------        ------
     Total stockholders' equity                        3,291         3,241
                                                      ------        ------
     Total liabilities and stockholders' equity      $10,749       $10,951
                                                      ======        ======

<FN>
Selected notes to financial statements appear on pages 24-28.
</TABLE>


<PAGE> 23

<TABLE>
                        MARATHON GROUP OF USX CORPORATION
                       STATEMENT OF CASH FLOWS (Unaudited)
                       -----------------------------------
<CAPTION>
                                                       Nine Months Ended
                                                          September 30
(Dollars in millions)                                  1995           1994
- --------------------------------------------------------------------------------

<S>                                                    <C>           <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
OPERATING ACTIVITIES:
Net income                                              $278          $284
Adjustments to reconcile to net cash provided from
 operating activities:
  Extraordinary loss                                       4             -
  Depreciation, depletion and amortization               623           525
  Exploratory dry well costs                              37            42
  Inventory market valuation credits                     (35)         (158)
  Pensions                                               (24)          (10)
  Postretirement benefits other than pensions              8            12
  Deferred income taxes                                   18           137
  Payment of amortized discount on zero coupon
   debentures                                            (96)            -
  Gain on disposal of assets                              (5)         (173)
  Changes in:
     Current receivables - sold                            8             7
                         - operating turnover            (72)          (85)
     Inventories                                          26           (48)
     Current accounts payable and accrued expenses      (253)         (276)
  All other items - net                                   60            28
                                                      ------        ------
     Net cash provided from operating activities         577           285
                                                      ------        ------
INVESTING ACTIVITIES:
Capital expenditures                                    (409)         (464)
Disposal of assets                                        18           233
Elimination of Retained Interest in Delhi Group           58             -
All other items - net                                     (4)           14
                                                      ------        ------
     Net cash used in investing activities              (337)         (217)
                                                      ------        ------
FINANCING ACTIVITIES:
Increase (decrease) in Marathon Group's share of USX
 consolidated debt                                        23          (216)
Preferred stock repurchased                              (78)            -
Common stock repurchased                                  (1)            -
Attributed preferred stock of subsidiary                   -           176
Dividends paid                                          (151)         (151)
                                                      ------        ------
     Net cash used in financing activities              (207)         (191)
                                                      ------        ------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                    -             1
                                                      ------        ------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      33          (122)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR            28           185
                                                      ------        ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD               $61           $63
                                                      ======        ======
Cash used in operating activities included:
  Interest and other financial costs paid (net of
   amount capitalized)                                 $(380)        $(334)
  Income taxes paid, including settlements with other
   groups                                               (158)          (29)

<FN>
Selected notes to financial statements appear on pages 24-28.
</TABLE>


<PAGE> 24

                        MARATHON GROUP OF USX CORPORATION
                     SELECTED NOTES TO FINANCIAL STATEMENTS
                     --------------------------------------
                                   (Unaudited)


 1.  The information furnished in these financial statements is unaudited but,
     in the opinion of management, reflects all adjustments necessary for a fair
     presentation of the results for the periods covered.  All such adjustments
     are of a normal recurring nature unless disclosed otherwise.  These
     financial statements, including selected notes, have been prepared in
     accordance with the applicable rules of the Securities and Exchange
     Commission and do not include all of the information and disclosures
     required by generally accepted accounting principles for complete financial
     statements.  Additional information is contained in the USX Annual Report
     on Form 10-K for the year ended December 31, 1994.

 2.  The financial statements of the Marathon Group include the financial
     position, results of operations and cash flows for the businesses of
     Marathon Oil Company and certain other subsidiaries of USX, and a portion
     of the corporate assets and liabilities and related transactions which are
     not separately identified with ongoing operating units of USX.  These
     financial statements are prepared using the amounts included in the USX
     consolidated financial statements.  Corporate amounts reflected in these
     financial statements are determined based upon methods which management
     believes to be reasonable.  The accounting policies applicable to the
     preparation of the financial statements of the Marathon Group may be
     modified or rescinded in the sole discretion of the Board of Directors of
     USX (Board), although the Board has no present intention to do so.  The
     Board may also adopt additional policies depending on the circumstances.

     Although the financial statements of the Marathon Group, the U. S. Steel
     Group and the Delhi Group separately report the assets, liabilities
     (including contingent liabilities) and stockholders' equity of USX
     attributed to each such group, such attribution of assets, liabilities
     (including contingent liabilities) and stockholders' equity among the
     Marathon Group, the U. S. Steel Group and the Delhi Group for the purpose
     of preparing their respective financial statements does not affect legal
     title to such assets and responsibility for such liabilities.  Holders of
     USX-Marathon Group Common Stock (Marathon Stock), USX-U. S. Steel Group
     Common Stock (Steel Stock) and USX-Delhi Group Common Stock (Delhi Stock)
     are holders of common stock of USX and continue to be subject to all the
     risks associated with an investment in USX and all of its businesses and
     liabilities.  Financial impacts arising from one Group that affect the
     overall cost of USX's capital could affect the results of operations and
     financial condition of other groups.  In addition, net losses of any group,
     as well as dividends or distributions on any class of USX Common Stock or
     series of preferred stock and repurchases of any class of USX Common Stock
     or series of preferred stock at prices in excess of par or stated value,
     will reduce the funds of USX legally available for payment of dividends on
     all classes of Common Stock.  Accordingly, the USX consolidated financial
     information should be read in connection with the Marathon Group financial
     information.

<PAGE> 25

                        MARATHON GROUP OF USX CORPORATION
               SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
               --------------------------------------------------
                                   (Unaudited)
                                        

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

     Primary net income per share is calculated by adjusting net income for
     dividend requirements of preferred stock and is based on the weighted
     average number of common shares outstanding plus common stock equivalents,
     provided they are not antidilutive.  Common stock equivalents result from
     assumed exercise of stock options and surrender of stock appreciation
     rights associated with stock options, where applicable.

     Fully diluted net income per share assumes conversion of convertible
     securities for the applicable periods outstanding and assumes exercise of
     stock options and surrender of stock appreciation rights, provided, in
     each case, the effect is not antidilutive.

 4.  The items below were included in both sales and operating costs, resulting
     in no effect on income:

<TABLE>
<CAPTION>
                                                         (In millions)
                                               -------------------------------
                                                  Third Qtr.     Nine Months
                                                    Ended           Ended
                                                 September 30    September 30
                                                 1995    1994    1995     1994
                                                 ----    ----    ----     ----
    <S>                                           <C>     <C>   <C>      <C>
    Consumer excise taxes on petroleum
      products and merchandise                    $718    $733  $2,046   $1,878
    Matching buy/sell transactions                 447     521   1,499    1,488
</TABLE>

 5.  Inventories are carried at the lower of cost or market.  Cost of
     inventories of crude oil and refined products is determined under the last-
     in, first-out (LIFO) method.

<TABLE>
<CAPTION>
                                                         (In millions)
                                                  -------------------------
                                                   September 30 December 31
                                                       1995         1994
                                                   ------------ -----------
    <S>                                               <C>          <C>
    Crude oil and natural gas liquids                   $511         $516
    Refined products and merchandise                     780          801
    Supplies and sundry items                             99           99
                                                      ------        ------
      Total (at cost)                                  1,390        1,416
    Less inventory market valuation reserve              244          279
                                                      ------        ------
      Net inventory carrying value                    $1,146       $1,137
                                                      ======        ======
</TABLE>



<PAGE> 26

                        MARATHON GROUP OF USX CORPORATION
               SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
               --------------------------------------------------
                                   (Unaudited)
                                        

 5.  (Continued)

     The inventory market valuation reserve reflects the extent that the
     recorded cost of crude oil and refined products inventories exceeds net
     realizable value.  The reserve is decreased to reflect increases in market
     prices and inventory turnover and increased to reflect decreases in market
     prices.  Changes in the reserve result in charges or credits to operating
     income.

 6.  In the first nine months of 1994, payments of $123 million were made to
     settle various state tax issues.  As a result of these settlements, a net
     favorable adjustment of $36 million was made to net income consisting of a
     credit of $12 million in operating costs, a credit of $34 million in
     interest and other financial costs and an income tax provision effect of
     $10 million.

 7.  Other income in the first nine months of 1994 included a pretax gain of
     $173 million from the disposal of assets ($148 million in the third
     quarter, including the sale of the assets of a retail propane marketing
     subsidiary).

 8.  The financial statement provision for estimated income taxes and related
     tax payments or refunds have been reflected in the Marathon Group, the U.
     S. Steel Group and the Delhi Group financial statements in accordance with
     USX's tax allocation policy for such groups.  In general, such policy
     provides that the consolidated tax provision and related tax payments or
     refunds are allocated among the Marathon Group, the U. S. Steel Group and
     the Delhi Group for group financial statement purposes, based principally
     upon the financial income, taxable income, credits, preferences and other
     amounts directly related to the respective groups.

     The provision for estimated income taxes for the Marathon Group is based on
     tax rates and amounts which recognize management's best estimate of current
     and deferred tax assets and liabilities.  Differences between the combined
     interim tax provisions of the Marathon, U. S. Steel and Delhi Groups and
     USX consolidated are allocated to each group based on the relationship of
     the individual group provisions to the combined interim provisions.

     The income tax provisions for the third quarter and first nine months of
     1995 include a credit of $29 million related to recognition of incremental
     federal income tax benefits for foreign income tax payments.  This benefit
     results from USX's election to credit, rather than deduct, foreign income
     taxes for federal income tax purposes in 1995 and certain prior years.  In
     addition, interest and other financial costs for the third quarter and
     first nine months of 1995 include a credit of $17 million for interest on
     refundable federal income taxes paid in prior years.

 9.  In the third quarter of 1995, USX extinguished $467 million of debt,
     resulting in an extraordinary loss to the Marathon Group of $4 million, net
     of $2 million income tax.


<PAGE> 27
                        MARATHON GROUP OF USX CORPORATION
               SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
               --------------------------------------------------
                                   (Unaudited)

10.  The Marathon Group participates in an agreement to sell certain accounts
     receivable subject to limited recourse.  Payments are collected from the
     sold accounts receivable; the collections are reinvested in new accounts
     receivable for the buyers; and a yield based on defined short-term market
     rates is transferred to the buyers.  At September 30, 1995, the balance of
     sold accounts receivable that had not been collected was $340 million, and
     the buyers had collection rights for an additional $34 million of
     designated unsold receivables to collateralize the limited recourse
     provisions.

11.  On June 15, 1995, USX eliminated the Marathon Group's Retained Interest in
     the Delhi Group (equivalent to 4,564,814 shares of Delhi Stock).  This was
     accomplished through a reallocation of assets and a corresponding
     adjustment to debt and equity attributed to the Marathon and Delhi Groups.
     The transfer was made at a price of $12.75 per equivalent share, or an
     aggregate of $58 million, resulting in a corresponding reduction of the
     Marathon Group debt.  The Retained Interest represented the Marathon
     Group's interest in the earnings and equity of the Delhi Group.

12.  USX is the subject of, or a party to, a number of pending or threatened
     legal actions, contingencies and commitments relating to the Marathon Group
     involving a variety of matters, including laws and regulations relating to
     the environment.  Certain of these matters are discussed below.  The
     ultimate resolution of these contingencies could, individually or in the
     aggregate, be material to the Marathon Group financial statements.
     However, management believes that USX will remain a viable and competitive
     enterprise even though it is possible that these contingencies could be
     resolved unfavorably to the Marathon Group.  See discussion of Liquidity
     and Capital Resources in USX Consolidated Management's Discussion and
     Analysis of Financial Condition and Results of Operations.

     The Marathon Group is subject to federal, state, local and foreign laws and
     regulations relating to the environment.  These laws generally provide for
     control of pollutants released into the environment and require responsible
     parties to undertake remediation of hazardous waste disposal sites.
     Penalties may be imposed for noncompliance.  At September 30, 1995, and
     December 31, 1994, accrued liabilities for remediation totaled $39 million
     and $45 million, respectively.  It is not presently possible to estimate
     the ultimate amount of all remediation costs that might be incurred or the
     penalties that may be imposed.  Receivables for recoverable costs from
     certain states, under programs to assist companies in clean up efforts
     related to underground storage tanks at retail marketing outlets, were $22
     million at September 30, 1995, and $7 million at December 31, 1994.

     For a number of years, the Marathon Group has made substantial capital
     expenditures to bring existing facilities into compliance with various laws
     relating to the environment.  In the first nine months of 1995 and for the
     years 1994 and 1993, such capital expenditures for environmental controls
     totaled $33 million, $70 million and $123 million, respectively.  The
     Marathon Group anticipates making additional such expenditures in the
     future; however, the exact amounts and timing of such expenditures are
     uncertain because of the continuing evolution of specific regulatory
     requirements.

     At September 30, 1995, and December 31, 1994, accrued liabilities for
     platform abandonment and dismantlement totaled $126 million and $127
     million, respectively.

<PAGE> 28

                        MARATHON GROUP OF USX CORPORATION
               SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
               --------------------------------------------------
                                   (Unaudited)


12.  (Continued)

     By reason of Executive Orders and related regulations under which the
     U.S. Government is continuing economic sanctions against Libya, the
     Marathon Group was required to discontinue performing its Libyan petroleum
     contracts on June 30, 1986.  In June 1989, the Department of the Treasury
     authorized the Marathon Group to resume performing under those contracts.
     Pursuant to that authorization, the Marathon Group has engaged the Libyan
     National Oil Company and the Secretary of Petroleum in continuing
     negotiations to determine when and on what basis they are willing to allow
     the Marathon Group to resume realizing revenue from the Marathon Group's
     investment of $107 million in Libya.  The Marathon Group is uncertain when
     these negotiations can be completed.

     Guarantees by USX of the liabilities of affiliated and other entities of
     the Marathon Group totaled $18 million at September 30, 1995.

     At September 30, 1995, the Marathon Group's pro rata share of obligations
     of LOOP INC. and various pipeline affiliates secured by throughput and
     deficiency agreements totaled $186 million.  Under the agreements, the
     Marathon Group is required to advance funds if the affiliates are unable to
     service debt.  Any such advances are prepayments of future transportation
     charges.

     At September 30, 1995, contract commitments for the Marathon Group's
     capital expenditures for property, plant and equipment totaled $167 million
     compared with $158 million at December 31, 1994.
 
13.  In March 1995, the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards No. 121 (SFAS No. 121), "Accounting for the
     Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
     Of," which is effective for 1996.  The Marathon Group plans to adopt SFAS
     No. 121 in the fourth quarter of 1995.  For additional information, see
     Marathon Group Management's Discussion and Analysis of Financial Condition
     and Results of Operations.

<PAGE> 29

                        MARATHON GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

     The Marathon Group includes Marathon Oil Company ("Marathon") and certain
other subsidiaries of USX Corporation ("USX") which are engaged in worldwide
exploration, production, transportation and marketing of crude oil and natural
gas; and domestic refining, marketing and transportation of petroleum products.
Management's Discussion and Analysis should be read in conjunction with the
third quarter 1995 USX consolidated financial information and the Marathon Group
financial statements and selected notes.  The discussion of Results of
Operations should be read in conjunction with the Supplemental Statistics
provided on page 37.

Results of Operations
- ---------------------
     Sales (excluding matching buy/sell transactions and excise taxes) increased
by 4% in the third quarter of 1995 and by 14% in the first nine months of 1995
from the comparable prior-year periods.  The increase for the third quarter
primarily reflected increased volumes for domestic liquid hydrocarbons, domestic
refined products, and worldwide natural gas, partially offset by lower average
prices for refined products and domestic natural gas.  The increase for the
first nine months primarily reflected increased average prices and volumes for
domestic refined products, worldwide liquid hydrocarbons, and international
natural gas, and increased volumes for domestic natural gas.  These factors were
partially offset by lower prices for domestic natural gas.  Sales for the third
quarter and first nine months of 1995 and 1994 are summarized in the following
table:

<TABLE>
<CAPTION>
                                                  Third Qtr.     Nine Months
                                                    Ended           Ended
                                                 September 30    September 30
(Dollars in millions)                            1995    1994    1995     1994
                                                -----   -----   -----    -----
<S>                                             <C>     <C>     <C>      <C>
Refined Products and Merchandise                $1,829  $1,790  $5,308   $4,800
Crude Oil and Condensate                           203     241     587      530
Natural Gas (a)                                    220     153     706      482
Natural Gas Liquids                                 17      15      51       38
Transportation and Other                            58      44     160      133
                                                ------  ------  ------   ------
Subtotal                                        $2,327  $2,243  $6,812   $5,983

Matching Buy/Sell Transactions (b)                 447     521   1,499    1,488
Excise Taxes (b)                                   718     733   2,046    1,878
                                                ------  ------  ------   ------
Total Sales                                     $3,492  $3,497 $10,357   $9,349
                                                ======  ======  ======   ======
<FN>
(a)  Amounts for 1995 include equity, royalty and trading sales; amounts for
      1994 represented equity sales.
(b)  Included in both sales and operating costs, resulting in no effect on
      income.
</TABLE>

     Operating income was $171 million in the third quarter of 1995, compared
with $117 million in the third quarter of 1994.  Third quarter operating income
included unfavorable noncash effects of $51 million and $63 million in 1995 and
1994, respectively, reflecting increases in the inventory market valuation
reserve.  This reserve reflects the extent to which the recorded costs of crude
oil and refined product inventories exceed net realizable value.  The amounts
of increases or decreases in the reserve in future periods are dependent on
changes in future crude oil and refined product price levels, and inventory
turnover.

<PAGE> 30

                        MARATHON GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

     Excluding the effects of adjustments to the inventory market valuation
reserve, operating income in the third quarter of 1995 increased by $42 million
from the third quarter of 1994, due primarily to increased domestic liquid
hydrocarbon and worldwide natural gas volumes, and higher average prices for
international natural gas, partially offset by lower average prices for domestic
natural gas and worldwide liquid hydrocarbons.  Operating income in the third
quarter of 1994 included employee reorganization charges of $7 million related
to employee severance and relocation costs associated with work force reduction
programs.

     Operating income from worldwide exploration and production was $103 million
in the third quarter of 1995, up from $73 million in the third quarter of 1994,
reflecting improved domestic and international results.  Operating income from
domestic exploration and production was $72 million in the third quarter of
1995, compared with $53 million in the third quarter of 1994.  The domestic
improvement was primarily due to increased volumes for liquid hydrocarbons and
natural gas, partially offset by lower average prices for natural gas and liquid
hydrocarbons.  The volume increases mainly reflected production in the Gulf of
Mexico from the Ewing Bank 873 Field and South Pass 87D platform, which began
production in August 1994, and May 1995, respectively, and increased production
in New Mexico from the Indian Basin Field, reflecting a successful development
drilling program and additional working interest acquired in April 1995.

     In early October, a brief industry-wide shutdown of offshore production in
the Gulf of Mexico was forced by the approach of Hurricane Opal.  Marathon Group
production and operating results were not materially affected by this shutdown.

     Operating income from international exploration and production was $31
million in the third quarter of 1995, compared with $20 million in the third
quarter of 1994.  The improvement was primarily due to increased sales volumes
and higher average prices for natural gas, partially offset by lower liquid
hydrocarbon liftings in the U.K. North Sea, mainly reflecting the timing of
liftings.  Liftings in Indonesia increased by 8,400 barrels per day ("bpd") in
the third quarter of 1995, as compared with the prior-year quarter, mainly
reflecting new production from the KG and KRA Fields.

     Brae-Area production averaged 55,000 net bpd in the third quarter of 1995,
compared with 53,000 net bpd in the first six months.  A planned maintenance
shut-in of Brae-Area operations in the U.K. North Sea during the second quarter
of 1995 resulted in an estimated 5,500 net bpd reduction in second quarter Brae-
Area production.  The shut-in was scheduled to coincide with the planned
maintenance of third-party facilities.  Marathon owns a 41.6% revenue interest
in the South, Central and North Brae Fields and a 38.5% revenue interest in the
East Brae Field.

     The increase in third quarter international natural gas sales volumes in
1995 versus 1994 mainly reflected Brae-Area gas sales.  The decline from the
second quarter of 1995 was due mainly to lower sales in Ireland, primarily
associated with seasonal demand fluctuations.

     Operating income from refining, marketing and transportation operations was
$139 million in the third quarter of 1995, compared with $123 million in the
third quarter of 1994. The improvement primarily reflected a $15 million
favorable noncash

<PAGE> 31

                        MARATHON GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

effect for expected remediation recoveries as well as lower maintenance expense
for refinery turnaround activity.  Operating income in the third quarter of 1994
included a favorable effect relating to a legal settlement.  The $15 million
favorable effect reflects revised estimates of expected recoveries from various
state governments of remediation expenditures related to underground storage
tanks at retail marketing outlets.

     Third quarter 1995 refined product margins remained at about the same level
as in the third quarter of 1994.  However, these third quarter 1995 margins
declined significantly from the second quarter of 1995, due mainly to lower
average refined product prices that were not completely offset by corresponding
decreases in raw material costs.

     Marathon Group operating income in the first nine months of 1995 was $631
million, compared with $499 million in the first nine months of 1994.  Operating
income for the first nine months of 1995 and 1994 included favorable noncash
effects of $35 million and $158 million, respectively, reflecting adjustments to
the inventory market valuation reserve.  Excluding the effects of these
adjustments, operating income in the first nine months of 1995 increased by $255
million from the first nine months of 1994.  The increase mainly reflected
increased volumes for worldwide liquid hydrocarbons and natural gas, higher
average prices for worldwide liquid hydrocarbons and international natural gas,
and slightly higher average margins for domestic refined products.  These
factors were partially offset by lower average prices for domestic natural gas.
Operating income in the first nine months of 1994 included charges of $36
million related to employee reorganization and a favorable effect of $12 million
resulting from the settlement of various state production taxes.  Operating
income in the first nine months of 1994 also included income of $11 million from
Emro Propane Company (a wholly owned subsidiary of Marathon's Emro Marketing
Company) which distributed propane to residential and industrial consumers in
the Midwest.  The assets of Emro Propane Company were sold in September 1994.

     Other income totaled $16 million in the first nine months of 1995, compared
with $166 million in the first nine months of 1994.  In addition to income from
equity affiliates, other income in the first nine months of 1995 included pretax
gains of $5 million on the disposal of assets.  Other income in the first nine
months of 1994 included pretax gains of $173 million on the disposal of assets
(primarily the assets of Emro Propane Company, and certain domestic oil and gas
production properties), partially offset by a $10 million unfavorable effect
applicable to the Marathon Group's 33% Retained Interest in the Delhi Group (the
Delhi Group reported a second quarter 1994 net loss, predominantly as a result
of restructuring charges related to planned asset dispositions).  The Retained
Interest was eliminated in June 1995.

     Net interest and other financial costs in the first nine months of 1995
increased by $34 million from the first nine months of 1994, due, in part, to a
$40 million decrease in capitalized interest following the completion during
1994 of the East Brae project and Scottish Area Gas Evacuation system.  Interest
and other financial costs in the first nine months of 1995 were reduced by $17
million for interest on refundable federal income taxes paid in prior
years (described further in the following paragraph).  Interest and other
financial costs in the

<PAGE> 32

                        MARATHON GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

first nine months of 1994 included a $34 million favorable effect related to the
previously mentioned settlement of various state tax issues.

     Provision for estimated income taxes is based on tax rates and amounts
which recognize management's best estimate of current and deferred tax assets
and liabilities.  The Marathon Group's third quarter 1995 provision for
estimated income taxes included a $29 million incremental U.S. income tax
benefit for foreign income tax payments.  This benefit results from USX's
election to credit, rather than deduct, foreign income taxes for U.S. federal
income tax purposes in 1995 and certain prior years.

     An extraordinary loss on extinguishment of debt of $4 million, or $.01 per
share, was recorded in the third quarter of 1995, representing the portion of
the loss on early extinguishment of USX debt attributed to the Marathon Group.
For further details, see USX Consolidated Management's Discussion and Analysis
of Cash Flows.

     Net income for the Marathon Group was $93 million, or $.32 per share, in
the third quarter of 1995, compared with $102 million, or $.35 per share, in the
third quarter of 1994.  Net income totaled $278 million, or $.96 per share, in
the first nine months of 1995, compared with $284 million, or $.98 per share, in
the first nine months of 1994.  The decreases in net income primarily reflected
the factors discussed above.

Outlook
- -------

     The outlook regarding prices and costs for the Marathon Group's principal
products is largely dependent upon world market developments for crude oil and
refined products.  These developments tend to be cyclical as well as subject to
a wide range of global political events.  For example, in addition to industry
supply and demand conditions, changes in production policy by the Organization
of Petroleum Exporting Countries, or in the status of United Nations sanctions
against Iraq, could affect industry prices during the remainder of the year.

     In the Gulf of Mexico, Marathon and a co-venturer drilled an oil and
natural gas discovery well on Viosca Knoll Block 786, 120 miles south of Mobile,
Alabama.  The well has been temporarily suspended pending further delineation
activity planned for the fourth quarter of 1995.  Marathon has a 50% interest in
this potential development.

     In the Celtic Sea offshore Ireland, Marathon drilled an appraisal well 4.5
miles southwest of Marathon's Kinsale Head Field facilities, confirming the
presence of a natural gas accumulation.  A subsea development linking the well
to existing facilities is anticipated, with first production projected for 1997.
Marathon has a 100% working interest in this well.

     Offshore Gabon on the West Coast of Africa, Marathon and a co-venturer
drilled an oil discovery well approximately 100 miles southeast of Port Gentil.
Additional seismic evaluation is planned prior to further delineation of the
discovery.  Marathon is the operator and has a 75% interest in this concession.

<PAGE> 33

                        MARATHON GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

     Work continues toward ratification of the Sakhalin II Production Sharing
Contract ("PSC") for development of the Lunskoye gas field and the Piltun-
Astokhskoye oil field located offshore Sakhalin Island in the Russian Far East
Region.  In June 1995, a PSC Law was passed by the Russian State Duma (lower
house of Parliament) and sent to the Federation Council (upper house of
Parliament) for
consideration.  In October 1995, the Law failed to achieve the number of votes
required for passage by the Federation Council, and was returned to the Duma.
As a result, a Conciliation Committee consisting of representatives from both
houses was formed to amend the Law prior to reconsideration by the Duma.  Once
passed by the Duma, the Law would be sent again to the Federation Council for
consideration, and would ultimately require the signature of the Russian
President prior to enactment.  The Marathon Group has a 30% interest in Sakhalin
Energy Investment Company Ltd. ("Sakhalin Energy"), a company incorporated to be
responsible for overall management of the Sakhalin II Project.  While adoption
of a PSC Law would be a significant step toward stabilization of the Production
Sharing Contract, other Russian laws and acts at the Federation and local levels
will need to be brought into compliance with the PSC before Sakhalin Energy
commits to undertaking appraisal period activities.  These appraisal period
activities include the finalizing of the development plan and efforts to secure
liquefied natural gas markets and financing arrangements.

     The status of the Indianapolis refinery has been periodically reviewed
since it was temporarily idled in late 1993.  Preliminary information from
management's current review indicates that present economic conditions will not
likely justify reactivation of the refinery in the near term.

     For discussion of a new Statement of Financial Accounting Standards that,
upon adoption, will affect future Marathon Group operating results, see
Accounting Standard below.

Cash Flows
- ----------
     Net cash provided from operating activities was $577 million in the first
nine months of 1995, compared with $285 million in the first nine months of
1994.  Net cash provided from operating activities in the first nine months of
last year was adversely affected by second quarter payments of $123 million
related to settlement of various state tax issues.  In addition to this item,
the improvement reflected increased volumes for worldwide liquid hydrocarbons
and natural gas, and higher average prices for worldwide liquid hydrocarbons and
international natural gas, partially offset by payments of $96 million in 1995,
representing the Marathon Group's share of the amortized discount on USX's zero
coupon bond debentures, which were extinguished in September. (For further
discussion, see USX Consolidated Management's Discussion and Analysis of Cash
Flows.)

     Cash from the disposal of assets was $18 million in the first nine months
of 1995, compared with $233 million in the first nine months of 1994.  Proceeds
in the first nine months of 1995 included no individually significant items.
Proceeds in the first nine months of 1994 included the previously mentioned sale
of the assets of Emro Propane Company, and certain domestic oil and gas
production properties.

     Financial obligations increased by $23 million in the first nine months of
1995, as cash provided from operating activities and the elimination of the
Marathon

<PAGE> 34

                        MARATHON GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

Group's Retained Interest in the Delhi Group was more than offset by cash used
in investing activities, dividend payments and repurchase of preferred stock.
Financial obligations consist of the Marathon Group's portion of USX debt and
preferred stock of a subsidiary attributed to all three groups, as well as debt
specifically attributed to the Marathon Group.

     Preferred stock repurchased of $78 million represents the Marathon Group's
portion of USX's Adjustable Rate Cumulative Preferred Stock which was redeemed
on September 29, 1995.  For additional details, see USX Consolidated
Management's Discussion and Analysis of Cash Flows.

Hedging Activity
- ----------------
     The Marathon Group engages in hedging activities in the normal course of
its business.  Futures contracts, commodity swaps and options are used to hedge
exposure to price fluctuations relevant to the purchase, production or sale of
crude oil, natural gas and refined products.  Forward currency contracts have
been used to manage currency risks related to anticipated revenues and operating
costs, firm commitments for capital expenditures and existing assets or
liabilities denominated in a foreign currency.  While hedging activities are
generally used to reduce risks from unfavorable commodity price and currency
rate movements, they also may limit the opportunity to benefit from favorable
movements.  The Marathon Group's hedging activities have not been significant in
relation to its overall business activity.  Based on risk assessment procedures
and internal controls in place, management believes that its use of hedging
instruments will not have a material adverse effect on the financial position,
liquidity or results of operations of the Marathon Group.

Liquidity
- ---------
     For discussion of USX's liquidity and capital resources, see USX
Consolidated Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Capital Expenditures
- --------------------
     Marathon Group capital expenditures for property, plant and equipment in
the third quarter and first nine months of 1995 were $151 million and $409
million, respectively, compared with $187 million and $464 million in the
comparable 1994 periods.  Expenditures in these periods were primarily for
upstream projects.  Capital expenditures for the year 1995 are expected to total
approximately $650 million, compared with $753 million for the year 1994.
Contract commitments for capital expenditures were $167 million at September 30,
1995, compared with $158 million at year-end 1994.

Environmental Matters, Contingencies and Commitments
- ----------------------------------------------------
     The Marathon Group has incurred and will continue to incur substantial
capital, operating and maintenance, and remediation expenditures as a result of
environmental laws and regulations.  To the extent these expenditures, as with
all costs, are not ultimately reflected in the prices of the Marathon Group's
products

<PAGE> 35

                        MARATHON GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

and services, operating results will be adversely affected.  The Marathon Group
believes that substantially all of its competitors are subject to similar
environmental laws and regulations.  However, the specific impact on each
competitor may vary depending on a number of factors, including the age and
location of its operating facilities, marketing areas, production processes and
whether or not it is engaged in the petrochemical business or the marine
transportation of crude oil and refined products.

     USX has been notified that it is a potentially responsible party ("PRP") at
19 waste sites related to the Marathon Group under the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA") as of
September 30, 1995.  In addition, there are eight sites related to the Marathon
Group where USX has received information requests or other indications that USX
may be a PRP under CERCLA but where sufficient information is not presently
available to confirm the existence of liability.  There are also 63 additional
sites, excluding retail marketing outlets,
related to the Marathon Group where remediation is being sought under other
environmental statutes, both federal and state.  At many of these sites, USX is
one of a number of parties involved and the total cost of remediation, as well
as USX's share thereof, is frequently dependent upon the outcome of
investigations and remedial studies.  The Marathon Group accrues for
environmental remediation activities when the responsibility to remediate is
probable and the amount of associated costs is reasonably determinable.  As
environmental remediation matters proceed toward ultimate resolution or as
additional remediation obligations arise, charges in excess of those previously
accrued may be required.

     USX is the subject of, or a party to, a number of pending or threatened
legal actions, contingencies and commitments relating to the Marathon Group
involving a variety of matters, including laws and regulations relating to the
environment (see Note 12 to the Marathon Group financial statements for a
discussion of certain of these matters).  The ultimate resolution of these
contingencies could, individually or in the aggregate, be material to the
Marathon Group financial statements.  However, management believes that USX will
remain a viable and competitive
enterprise even though it is possible that these contingencies could be resolved
unfavorably to the Marathon Group.  See discussion of Financial Condition in USX
Consolidated Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Accounting Standard
- -------------------
     In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121--Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to Be Disposed Of ("SFAS No. 121").  This
standard must be adopted no later than the 1996 reporting year, but can be
adopted early.  SFAS No. 121 requires that long-lived assets and associated
goodwill be written down to fair value whenever an impairment review indicates
that the carrying value cannot be recovered on an undiscounted cash flow basis.
Following such asset write-downs, results of operations will generally be
favorably affected by reduced depreciation, depletion and amortization charges.


<PAGE> 36

                        MARATHON GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

     The Marathon Group is currently reviewing its assets and, based on
preliminary information, estimates that pretax charges of $400 million to $600
million will be recognized upon adoption.  The review includes evaluations of
its domestic and international production properties and refining, marketing and
transportation assets, including the Indianapolis refinery which was temporarily
idled in late 1993.  USX plans to adopt SFAS No. 121 in the fourth quarter of
1995.

<PAGE> 37

<TABLE>
                        MARATHON GROUP OF USX CORPORATION
                             SUPPLEMENTAL STATISTICS
                        ---------------------------------
                                 ($ in Millions)
<CAPTION>

                                                Third Quarter    Nine Months
                                                    Ended           Ended
                                                 September 30    September 30
                                                -------------   -------------
                                                 1995    1994    1995    1994
                                                 ----    ----    ----    ----
<S>                                           <C>       <C>    <C>      <C>
OPERATING INCOME (LOSS)
 Exploration & Production
   Domestic                                       $72     $53    $240    $119
   International                                   31      20     136      30
 Refining, Marketing & Transportation             139     123     281     249
 Gas Gathering & Processing                         -      (1)      -      (1)
 Administrative                                   (20)    (15)    (61)    (56)
                                                ------  ------  ------   ------
                                                 $222    $180    $596    $341
 Inventory Market Val. Res. Adjustment            (51)    (63)     35     158
                                                ------  ------  ------   ------
Total Marathon Group                             $171    $117    $631    $499

CAPITAL EXPENDITURES                             $151    $187    $409    $464

EXPLORATION EXPENSES                              $39     $37     $92    $105

OPERATING STATISTICS
Net Liquid Hydrocarbon Production (a):
 Domestic                                       134.8   107.7   132.2   109.1
 International                                   77.9    79.5    73.3    60.5
                                                ------  ------  ------  -----
   Worldwide                                    212.7   187.2   205.5   169.6

Net Natural Gas Production (b):
 Domestic                                       601.1   551.7   634.2   564.9
 International - Equity                         411.7   333.6   449.3   370.3
 International - Other (c)                       23.9       -    30.9       -
                                               -------  ------ -------  -----
   Worldwide                                  1,036.7   885.3  1,114.4  935.2

Average Equity Sales Prices:
 Liquid Hydrocarbons (per Bbl)
   Domestic                                    $14.13  $14.72   $14.66 $13.37
   International                                15.82   16.21    16.70  15.42
 Natural Gas (per Mcf)
   Domestic                                     $1.59   $1.94    $1.63  $2.03
   International                                 1.74    1.51     1.83   1.47

Natural Gas Sales (b) (d):
   Domestic                                     961.2   798.8   982.2   816.9
   International                                435.6   333.6   480.2   370.3
                                              ------- ------- -------  -------
   Worldwide                                  1,396.8 1,132.4 1,462.4 1,187.2

Crude Oil Refined (a)                           524.5   535.0   512.1   502.8
Refined Products Sold (a)                       747.9   743.8   732.7   729.9


- ------------
<FN>
  (a) Thousands of barrels per day
  (b) Millions of cubic feet per day
  (c) Represents gas acquired for injection and subsequent resale
  (d) Represents equity, royalty and trading volumes
</TABLE>


<PAGE> 38

<TABLE>
Part I - Financial Information (Continued):
<CAPTION>
   C.  U. S. Steel Group

                      U. S. STEEL GROUP OF USX CORPORATION
                       STATEMENT OF OPERATIONS (Unaudited)
                      ------------------------------------
                                                Third Quarter    Nine Months
                                                    Ended           Ended
                                                 September 30    September 30
(Dollars in millions, except per share data)     1995    1994    1995     1994
- --------------------------------------------------------------------------------
<S>                                             <C>     <C>     <C>      <C>
SALES                                           $1,609  $1,505  $4,809   $4,423

OPERATING COSTS:
 Cost of sales (excludes items shown below)      1,372   1,297   4,113    3,943
 Selling, general and administrative
  expenses (credits)                               (34)    (30)   (103)     (91)
 Depreciation, depletion and amortization           80      79     241      237
 Taxes other than income taxes                      57      53     161      164
                                                ------  ------  ------   ------
   Total operating costs                         1,475   1,399   4,412    4,253
                                                ------  ------  ------   ------

OPERATING INCOME                                   134     106     397      170

Other income                                        33      14      78       46
Interest and other financial income                  -       3       5        9
Interest and other financial costs                 (32)    (40)   (107)    (115)
                                                ------  ------  ------   ------

INCOME BEFORE INCOME TAXES AND
 EXTRAORDINARY LOSS                                135      83     373      110
Less provision (credit) for estimated
 income taxes                                       49      (7)    132       (1)
                                                ------  ------  ------   ------

INCOME BEFORE EXTRAORDINARY LOSS                    86      90     241      111
Extraordinary loss, net of income tax               (1)      -      (1)       -
                                                ------  ------  ------   ------

NET INCOME                                          85      90     240      111
Dividends on preferred stock                        (6)     (6)    (19)     (19)
                                                ------  ------  ------   ------
NET INCOME APPLICABLE TO STEEL STOCK               $79     $84    $221      $92
                                                ======  ======  ======   ======
STEEL STOCK DATA:
Income per share
 Income before extraordinary loss:
   - Primary                                      $.99   $1.11   $2.86    $1.23
   - Fully diluted                                 .95    1.05    2.77     1.23
 Extraordinary loss - primary and fully diluted   (.01)      -     (.01)     -
 Net income:
   - Primary                                       .98    1.11    2.85     1.23
   - Fully diluted                                 .94    1.05    2.76     1.23

Dividends paid per share                           .25     .25     .75      .75

Weighted average shares, in thousands
 - Primary                                      80,700  75,674  77,831   74,947
 - Fully diluted                                90,008  86,596  87,139   76,197
<FN>
Selected notes to financial statements appear on pages 41-45.
</TABLE>


<PAGE> 39

<TABLE>
<CAPTION>
                      U. S. STEEL GROUP OF USX CORPORATION
                            BALANCE SHEET (Unaudited)
                      ------------------------------------
                                        
                                                   September 30 December 31
(Dollars in millions)                                  1995           1994
- --------------------------------------------------------------------------------
<S>                                                   <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents                              $62           $20
  Receivables, less allowance for doubtful
   accounts of $9 and $5                                 594           672
  Receivable from other groups                            85            44
  Inventories                                            650           595
  Deferred income tax benefits                           230           449
                                                      ------        ------
     Total current assets                              1,621         1,780
Long-term receivables and other investments,
 less reserves of $23 and $22                            665           667
Property, plant and equipment, less accumulated
 depreciation, depletion and amortization of
 $5,863 and $5,954                                     2,501         2,536
Long-term deferred income tax benefits                   305           223
Prepaid pensions                                       1,507         1,224
Other noncurrent assets                                   48            50
                                                      ------        ------
     Total assets                                     $6,647        $6,480
                                                      ======        ======
LIABILITIES
Current liabilities:
  Notes payable                                          $48            $-
  Accounts payable                                       756           678
  Payroll and benefits payable                           365           354
  Accrued taxes                                          219           183
  Accrued interest                                        18            31
  Long-term debt due within one year                     103            21
                                                      ------        ------
     Total current liabilities                         1,509         1,267
Long-term debt, less unamortized discount              1,090         1,432
Employee benefits                                      2,438         2,496
Deferred credits and other liabilities                   248           276
Preferred stock of subsidiary                             64            64
                                                      ------        ------
     Total liabilities                                 5,349         5,535
                                                      ------        ------

STOCKHOLDERS' EQUITY
Preferred stock                                            7            32
Common stockholders' equity                            1,291           913
                                                      ------        ------
     Total stockholders' equity                        1,298           945
                                                      ------        ------
     Total liabilities and stockholders' equity       $6,647        $6,480
                                                      ======        ======
<FN>
Selected notes to financial statements appear on pages 41-45.
</TABLE>


<PAGE> 40

<TABLE>
<CAPTION>
                      U. S. STEEL GROUP OF USX CORPORATION
                       STATEMENT OF CASH FLOWS (Unaudited)
                      ------------------------------------
                                                       Nine Months Ended
                                                          September 30
(Dollars in millions)                                  1995           1994
- --------------------------------------------------------------------------------
<S>                                                     <C>           <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
OPERATING ACTIVITIES:
Net income                                              $240          $111
Adjustments to reconcile to net cash provided from (used in)
 operating activities:
  Extraordinary loss                                       1             -
  Depreciation, depletion and amortization               241           237
  Pensions                                              (288)         (105)
  Postretirement benefits other than pensions             (6)           51
  Deferred income taxes                                  151            49
  Gain on disposal of assets                             (20)           (9)
  Payment of amortized discount on 
      zero coupon debentures                             (28)            -
  Changes in:
     Current receivables - sold                            -            10
                         - operating turnover             38           (15)
     Inventories                                         (57)          (47)
     Current accounts payable and accrued expenses       115          (336)
  All other items - net                                 (103)          (16)
                                                      ------        ------
     Net cash provided from (used in) 
     operating activities                                284           (70)
                                                      ------        ------
INVESTING ACTIVITIES:
Capital expenditures                                    (224)         (171)
Disposal of assets                                        57            16
All other items - net                                     11            (4)
                                                      ------        ------
     Net cash used in investing activities              (156)         (159)
                                                      ------        ------
FINANCING ACTIVITIES:
Decrease in U. S. Steel Group's share of
 USX consolidated debt                                  (192)          (14)
Specifically attributed debt:
 Borrowings                                                -             4
 Repayments                                               (4)          (29)
Attributed preferred stock of subsidiary                   -            62
Issuance of common stock of subsidiary                     -            11
Preferred stock repurchased                              (25)            -
Steel Stock issued                                       205           213
Dividends paid                                           (70)          (73)
                                                      ------        ------
     Net cash provided from (used in)
      financing activities                               (86)          174
                                                      ------        ------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      42           (55)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR            20            79
                                                      ------        ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD               $62           $24
                                                      ======        ======
Cash provided from (used in) operating activities included:
  Interest and other financial costs paid (net of
   amount capitalized)                                 $(136)        $(167)
  Income taxes (paid) refunded, including settlements
   with other groups                                      (3)           46
<FN>
Selected notes to financial statements appear on pages 41-45.
</TABLE>


<PAGE> 41

                      U. S. STEEL GROUP OF USX CORPORATION
                     SELECTED NOTES TO FINANCIAL STATEMENTS
                     --------------------------------------
                                   (Unaudited)
                                        
                                        
 1.  The information furnished in these financial statements is unaudited but,
     in the opinion of management, reflects all adjustments necessary for a fair
     presentation of the results for the periods covered.  All such adjustments
     are of a normal recurring nature unless disclosed otherwise.  These
     financial statements, including selected notes, have been prepared in
     accordance with the applicable rules of the Securities and Exchange
     Commission and do not include all of the information and disclosures
     required by generally accepted accounting principles for complete financial
     statements.  Additional information is contained in the USX Annual Report
     on Form 10-K for the year ended December 31, 1994.

 2.  The financial statements of the U. S. Steel Group include the financial
     position, results of operations and cash flows for all businesses of USX
     other than the businesses, assets and liabilities included in the Marathon
     Group or the Delhi Group, and a portion of the corporate assets and
     liabilities and related transactions which are not separately identified
     with ongoing operating units of USX.  These financial statements are
     prepared using the amounts included in the USX consolidated financial
     statements.  Corporate amounts reflected in these financial statements are
     determined based upon methods which management believes to be reasonable.
     The accounting policies applicable to the preparation of the financial
     statements of the U. S. Steel Group may be modified or rescinded in the
     sole discretion of the Board of Directors of USX (Board), although the
     Board has no present intention to do so.  The Board may also adopt
     additional policies depending on the circumstances.

     Although the financial statements of the U. S. Steel Group, the Marathon
     Group and the Delhi Group separately report the assets, liabilities
     (including contingent liabilities) and stockholders' equity of USX
     attributed to each such group, such attribution of assets, liabilities
     (including contingent liabilities) and stockholders' equity among the U. S.
     Steel Group, the Marathon Group and the Delhi Group for purposes of
     preparing their respective financial statements does not affect legal title
     to such assets and responsibility for such liabilities.  Holders of USX-
     U. S. Steel Group Common Stock (Steel Stock), USX-Marathon Group Common
     Stock (Marathon Stock) and USX-Delhi Group Common Stock (Delhi Stock) are
     holders of common stock of USX and continue to be subject to all the risks
     associated with an investment in USX and all of its businesses and
     liabilities.  Financial impacts arising from one Group that affect the
     overall cost of USX's capital could affect the results of operations and
     financial condition of other groups.  In addition, net losses of any group,
     as well as dividends or distributions on any class of USX Common Stock or
     series of preferred stock and repurchases of any class of USX Common Stock
     or series of preferred stock at prices in excess of par or stated value,
     will reduce the funds of USX legally available for payment of dividends on
     all classes of Common Stock.  Accordingly, the USX consolidated financial
     information should be read in connection with the U. S. Steel Group
     financial information.

<PAGE> 42

                      U. S. STEEL GROUP OF USX CORPORATION
               SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
               --------------------------------------------------
                                   (Unaudited)
                                        

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

     Primary net income per share is calculated by adjusting net income for
     dividend requirements of preferred stock and is based on the weighted
     average number of common shares outstanding plus common stock equivalents,
     provided they are not antidilutive.  Common stock equivalents result from
     assumed exercise of stock options and surrender of stock appreciation
     rights associated with stock options, where applicable.

     Fully diluted net income per share assumes conversion of convertible
     securities for the applicable periods outstanding and assumes exercise of
     stock options and surrender of stock appreciation rights, provided, in each
     case, the effect is not antidilutive.

 4.  Inventories are carried at the lower of cost or market.  Cost of
     inventories is determined primarily under the last-in, first-out (LIFO)
     method.

<TABLE>
                                                         (In millions)
                                               -------------------------
                                                   September 30 December 31
                                                       1995         1994
                                                   ------------ -----------
    <S>                                                  <C>          <C>
    Raw materials                                        $75          $44
    Semi-finished products                               319          336
    Finished products                                    161          128
    Supplies and sundry items                             95           87
                                                        ----          ----
      Total                                             $650         $595
                                                        ====          ====
</TABLE>

 5.  Operating income included net periodic pension credits of $99 million and
     $93 million in the first nine months of 1995 and 1994, respectively,
     ($32 million in the third quarter of 1995 and 1994).  These pension credits
     are primarily noncash and for the most part are included in selling,
     general and administrative expenses. The expected long-term rate of return
     on plan assets, which is reflected in the calculation of net periodic
     pension credits, was increased to 10% in 1995 from 9% in 1994.


<PAGE> 43

                      U. S. STEEL GROUP OF USX CORPORATION
               SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
               --------------------------------------------------
                                   (Unaudited)


 6.  The financial statement provision for estimated income taxes and related
     tax payments or refunds have been reflected in the U. S. Steel Group, the
     Marathon Group and the Delhi Group financial statements in accordance with
     USX's tax allocation policy for such groups.  In general, such policy
     provides that the consolidated tax provision and related tax payments or
     refunds are allocated among the U. S. Steel Group, the Marathon Group and
     the Delhi Group for group financial statement purposes, based principally
     upon the financial income, taxable income, credits, preferences and other
     amounts directly related to the respective groups.

     The provision for estimated income taxes for the U. S. Steel Group is based
     on tax rates and amounts which recognize management's best estimate of
     current and deferred tax assets and liabilities.  Differences between the
     combined interim tax provisions of the U. S. Steel, Marathon and Delhi
     Groups and USX consolidated are allocated to each group based on the
     relationship of the individual group provisions to the combined interim
     provisions.

     The income tax provisions for the third quarter and the first nine months
     of 1994 include a one-time $32 million deferred tax benefit related to the
     excess of tax over financial basis in shares of RMI Titanium Company (RMI),
     concurrent with the adoption of equity accounting for RMI.

 7.  In the third quarter of 1995, USX extinguished $467 million of debt,
     resulting in an extraordinary loss to the U. S. Steel Group of $1 million,
     net of $1 million income tax.

 8.  In the third quarter of 1995, USX sold 5,000,000 shares of Steel Stock to
     the public for net proceeds of $169 million, which were reflected in their
     entirety in the financial statements of the U. S. Steel Group.

 9.  The U. S. Steel Group has entered into an agreement to sell certain
     accounts receivable subject to limited recourse.  Payments are collected
     from the sold accounts receivable; the collections are reinvested in new
     accounts receivable for the buyers; and a yield based on defined short-term
     market rates is transferred to the buyers.  At September 30, 1995, the
     balance of sold accounts receivable that had not been collected was $350
     million, and the buyers had collection rights for an additional $53 million
     of designated unsold receivables to collateralize the limited recourse
     provisions.  In the event of a change in control of USX, as defined in the
     agreement, the U. S. Steel Group may be required to forward payments
     collected on sold accounts receivable to the buyers.

     Prior to 1993, USX Credit, a division of USX, sold certain of its loans
     receivable subject to limited recourse.  USX Credit continues to collect
     payments from the loans and transfer to the buyers principal collected plus
     yield based on defined short-term market rates.  At September 30, 1995, the
     balance of sold loans receivable subject to recourse was $86 million.  As
     of September 30, 1995, USX Credit had outstanding loan commitments of $2
     million. USX Credit is not actively making new loan commitments.  In the
     event of a change in control of USX, as defined in the agreement, the U. S.
     Steel Group may be required to provide cash collateral in the amount of the
     uncollected loans receivable to assure compliance with the limited recourse
     provisions.

<PAGE> 44
                                        
                      U. S. STEEL GROUP OF USX CORPORATION
               SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
               --------------------------------------------------
                                   (Unaudited)


10.  USX is the subject of, or a party to, a number of pending or threatened
     legal actions, contingencies and commitments relating to the U. S. Steel
     Group involving a variety of matters including laws and regulations
     relating to the environment.  Certain of these matters are discussed below.
     The ultimate resolution of these contingencies could, individually or in
     the aggregate, be material to the U. S. Steel Group financial statements.
     However, management believes that USX will remain a viable and competitive
     enterprise even though it is possible that these contingencies could be
     resolved unfavorably to the U. S. Steel Group.  See discussion of Liquidity
     and Capital Resources in USX Consolidated Management's Discussion and
     Analysis of Financial Condition and Results of Operations.

     In 1994, USX paid $367 million in judgments against the Bessemer & Lake
     Erie Railroad in the Lower Lake Erie Iron Ore Antitrust Litigation.  Two
     remaining plaintiffs in this case have had their damage claims remanded for
     retrial.  A new trial may result in awards more or less than the original
     asserted claims of $8 million and would be subject to trebling.

     The U. S. Steel Group is subject to federal, state and local laws and
     regulations relating to the environment.  These laws generally provide for
     control of pollutants released into the environment and require responsible
     parties to undertake remediation of hazardous waste disposal sites.
     Penalties may be imposed for noncompliance.  At September 30, 1995, and
     December 31, 1994, accrued liabilities for remediation totaled $120 million
     and $141 million, respectively.  It is not presently possible to estimate
     the ultimate amount of all remediation costs that might be incurred or the
     penalties that may be imposed.

     For a number of years, the U. S. Steel Group has made substantial capital
     expenditures to bring existing facilities into compliance with various laws
     relating to the environment.  In the first nine months of 1995 and for the
     years 1994 and 1993, such capital expenditures for environmental controls
     totaled $34 million, $57 million and $53 million, respectively.  The U. S.
     Steel Group anticipates making additional such expenditures in the future;
     however, the exact amounts and timing of such expenditures are uncertain
     because of the continuing evolution of specific regulatory requirements.

     Guarantees by USX of the liabilities of affiliated entities of the U. S.
     Steel Group totaled $61 million at September 30, 1995.  In the event that
     any defaults of guaranteed liabilities occur, USX has access to its
     interest in the assets of the affiliates to reduce U. S. Steel Group losses
     resulting from these guarantees.  As of September 30, 1995, the largest
     guarantee for a single affiliate was $37 million.


<PAGE> 45

                      U. S. STEEL GROUP OF USX CORPORATION
               SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
               --------------------------------------------------
                                   (Unaudited)


10.  (Continued)

     At September 30, 1995, contract commitments for the U. S. Steel Group's
     capital expenditures for property, plant and equipment totaled $205 million
     compared with $125 million at December 31, 1994.

11.  In March 1995, the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards No. 121 (SFAS No. 121), "Accounting for the
     Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
     Of," which is effective for 1996.  The U. S. Steel Group plans to adopt
     SFAS No. 121 in the fourth quarter of 1995.  For additional information,
     see the U. S. Steel Group Management's Discussion and Analysis of Financial
     Condition and Results of Operations.

<PAGE> 46

                      U. S. STEEL GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

     The U. S. Steel Group includes U. S. Steel, which is primarily engaged in
the production and sale of steel mill products, coke and taconite pellets.  The
U. S. Steel Group also includes the management of mineral resources, domestic
coal mining, engineering and consulting services and technology licensing
(together with U. S. Steel, the "Steel and Related Businesses").  Other
businesses that are part of the U. S. Steel Group include real estate
development and management, and leasing and financing activities.  Management's
Discussion and Analysis should be read in conjunction with the third quarter
1995 USX consolidated financial information and the U. S. Steel Group financial
statements and selected notes.  The discussion of Results of Operations should
be read in conjunction with the Supplemental Statistics provided on page 52.

Results of Operations
- ---------------------
     Sales for the U. S. Steel Group increased $104 million and $386 million in
the third quarter and first nine months of 1995, respectively, compared with the
same periods in 1994.  The increase in the third quarter primarily resulted from
higher steel shipment prices and volumes.  The increase in the first nine months
of 1995 resulted from higher steel shipment prices and volumes, partially offset
by lower revenues from engineering and consulting services.  In addition, sales
in the third quarter and first nine months of 1994 included revenues of a
consolidated entity for which the equity method of accounting was subsequently
adopted.

     Operating income for the U. S. Steel Group totaled $134 million in the
third quarter of 1995, compared with $106 million in the same quarter of 1994.
The $28 million increase reflected improved results from Steel and Related
Businesses.

     Steel and Related Businesses reported operating income of $116 million in
the third quarter of 1995, compared with operating income of $83 million in the
same quarter of 1994.  Third quarter 1995 results included a $13 million
favorable accrual adjustment for certain employee-related costs and a $6 million
charge related to repairs of the Gary Works' No. 8 blast furnace.  Third quarter
1994 operating income included $13 million related to the sale of coal seam
methane gas royalty interests.  Excluding these items, third quarter 1995
operating income increased $39 million from the third quarter of 1994.  The
improvement was predominantly due to higher steel shipment prices and volumes,
partially offset by an unfavorable product mix of increased export shipments
which are generally less profitable than domestic shipments, accruals for profit
sharing plans and higher iron ore and coke costs.  In addition, operating
results for the third quarter of 1994 were negatively affected by planned blast
furnace outages at Gary Works and Fairfield Works.

     Administrative and Other Businesses includes the portion of pension
credits, postretirement benefit costs and certain other expenses principally
attributable to the former businesses of the U. S. Steel Group as well as USX
corporate general and administrative costs allocated to the U. S. Steel Group.
Operating income for Administrative and Other Businesses in the third quarter of
1995 was $18 million compared with $23 million for the same quarter of 1994.

     Operating income for the U. S. Steel Group totaled $397 million for the
first nine months of 1995, compared with $170 million in the same period of
1994.  The

<PAGE> 47

                      U. S. STEEL GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

$227 million increase mainly reflected improved results from Steel and Related
Businesses.

     Steel and Related Businesses reported operating income of $320 million in
the first nine months of 1995, compared with operating income of $111 million in
the same period of 1994.  Results for the first nine months of 1995 included $29
million of charges related to the Pickering v. USX litigation, $33 million of
charges for the repair of the Gary Works' No. 8 blast furnace, and a $13 million
favorable accrual adjustment for certain employee-related costs.  Results for
the first nine months of 1994 included $44 million of charges related to utility
curtailments and other severe winter weather complications, a caster fire at the
Mon Valley Works and planned outages for modernization of the Gary Works hot
strip mill and pickle line.  Results for the first nine months of 1994 also
included $13 million related to the sale of coal seam methane gas royalty
interests.  Excluding these items, operating income for the first nine months of
1995 increased $227 million over the same period in 1994.  The improvement was
mainly due to higher steel shipment prices and volumes, partially offset by an
unfavorable product mix of increased export shipments, accruals for profit
sharing plans and higher iron ore and coke costs.

     Operating income for Administrative and Other Businesses increased $18
million in the first nine months of 1995 compared with the same period in 1994
primarily due to higher income from real estate development and management.
     
     The pension credits referred to above, combined with pension costs for
ongoing operating units of the U. S. Steel Group, resulted in net periodic
pension credits (which are primarily noncash) of $32 million and $99 million for
the third quarter and first nine months of 1995, respectively, compared with $32
million and $93 million for the third quarter and first nine months of 1994,
respectively.
     
     Other income for the third quarter and first nine months of 1995 increased
$19 million and $32 million, respectively, over the same periods in 1994.  The
increases were due mainly to increased income from equity affiliates and
equipment sales.

     Provision (credit) for estimated income taxes for the U. S. Steel Group is
based on tax rates and amounts which recognize management's best estimate of
current and deferred tax assets and liabilities.  The income tax credit for the
third quarter and first nine months of 1994 included a one-time $32 million
deferred tax benefit.  See Note 6 to the U. S. Steel Group Financial Statements.

     Extraordinary loss on extinguishment of debt of $1 million, or $.01 per
share, was recorded in the third quarter of 1995, representing the portion of
the loss on early extinguishment of USX debt attributed to the U. S. Steel
Group.  For additional information, see USX Consolidated Management's Discussion
and Analysis of Cash Flows.

     Net income for the U. S. Steel Group totaled $85 million, or $.98 per
share, in the third quarter of 1995, compared with net income of $90 million, or
$1.11 per share, in the same quarter of 1994.  Net income for the U. S. Steel
Group totaled $240 million, or $2.85 per share, in the first nine months of
1995, compared with net income of $111 million, or $1.23 per share, in the same
period of 1994.

<PAGE> 48

                      U. S. STEEL GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

     Third quarter 1995 steel shipments of 2.9 million tons and raw steel
production of 3.0 million tons increased 12% and 5%, respectively, from the same
quarter of 1994.  Steel shipments and raw steel production in the first nine
months of 1995 totaled 8.3 million tons and 9.0 million tons, respectively.
These represented increases of 9% and 5%, respectively, from the same period in
1994.  Steel shipments for the third quarter and first nine months of 1995
included export shipments of 0.6 million tons and 1.0 million tons,
respectively, compared with 0.1 million tons and 0.2 million tons, respectively,
in the same periods in 1994.  Raw steel capability utilization averaged
approximately 96% and 95% of capability in the third quarters of 1995 and 1994,
respectively.  Raw steel capability utilization averaged approximately 96% and
95% of capability in the first nine months of 1995 and 1994, respectively.  As a
result of improvements in operating efficiencies, U. S. Steel increased its
stated annual raw steel production capability by 0.5 million tons to 12.5
million tons for 1995.

Outlook
- -------
     The U. S. Steel Group expects a continued strong order book for the fourth
quarter of 1995.  As a result, shipments and operating rates in the fourth
quarter are projected to remain at high levels.  The market supply of steel
continues to exceed demand.  Export shipments for the U. S. Steel Group
in the fourth quarter are expected to decline slightly compared with
the third quarter of 1995.  Market prices in the fourth quarter for some
products are expected to decline versus third quarter 1995 prices.

     During the third quarter of 1996, a planned blast furnace outage at
Fairfield Works could have a negative impact on operating results in that
period.

     The U. S. Steel Group maintains physical damage and business interruption
insurance applicable to the Gary Works' No. 8 blast furnace explosion, subject
to a $50 million deductible for recoverable items.  The claims process has
commenced; however, an estimate of the amount or timing of potential recoveries
cannot be made at this time.

     Steel imports to the United States accounted for an estimated 23% of the
domestic steel market in the first eight months of 1995, and 25%, 19% and 17% of
the domestic steel market in the years 1994, 1993 and 1992, respectively.
Imports have recently included steel from non-traditional sources, such as
Russia and Romania.  The domestic steel industry has, in the past, been
adversely affected by unfairly traded imports, and higher levels of imported
steel may ultimately have an adverse effect on product prices and shipment
levels.

     Oil country tubular goods ("OCTG") accounted for 3.6% of U. S. Steel Group
shipments in 1994.  On June 30, 1994, in conjunction with six other domestic
producers, USX filed antidumping and countervailing duty cases with the U. S.
Department of Commerce ("Commerce") and the International Trade Commission
("ITC") asserting that seven foreign nations have engaged in unfair trade
practices with respect to the export of OCTG.  In June 1995, Commerce issued its
final affirmative determinations of the applicable margins of dumping and/or
subsidies in the OCTG cases against producers in all seven countries.  On July
24, 1995, the ITC rendered

<PAGE> 49

                      U. S. STEEL GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------
determinations that there had been material injury to domestic producers by
reason of illegal dumping of imported products.  Determinations favorable to
domestic producers were rendered with respect to OCTG imports from Argentina,
Italy, Japan, Korea and Mexico and with respect to imports of drill pipe from
Argentina, Japan and Mexico.

     USX will file additional antidumping and countervailing duty petitions if
unfairly traded imports adversely impact, or threaten to adversely impact, the
results of the U. S. Steel Group.

     See Accounting Standard below for discussion of a new Statement of
Financial Accounting Standards which, upon adoption, may affect future U. S.
Steel Group operating results.

Cash Flows
- ----------
     Net cash provided from operating activities was $284 million in the first
nine months of 1995, compared with net cash used in operating activities of $70
million in the same period of 1994.  The first nine months of 1995 reflected
payments of $169 million to fund the U. S. Steel Group's principal pension plan
for the 1994 and a portion of the 1995 plan years, $35 million to the Voluntary
Employee Benefit Trust, $28 million representing the U. S. Steel Group's share
of the amortized discount on USX's zero coupon bond debentures (see USX
Consolidated Management's Discussion and Analysis of Cash Flows for further
details) and $20 million as partial settlement in the Pickering v. USX
litigation (with a final payment of $27 million required in the first quarter of
1996).  The first nine months of 1994 were negatively affected by payments of
$367 million related to the Lower Lake Erie Iron Ore Antitrust Litigation
against the Bessemer & Lake Erie Railroad.  Excluding these items, net cash from
operating activities increased by $239 million due mainly to increased
profitability and favorable working capital changes.

     Cash from the disposal of assets was $57 million in the first nine months
of 1995 compared with $16 million in the same period of 1994.  The 1995 proceeds
mainly reflected property sales by real estate development and management and
USX Credit, a division of USX.

     Financial obligations decreased $196 million in first nine months of 1995
primarily reflecting the net effects of cash from operating and investing
activities.  These financial obligations consist of the U. S. Steel Group's
portion of USX debt and preferred stock of a subsidiary attributed to all three
groups, as well as debt and financing agreements specifically attributed to the
U. S. Steel Group.

     Preferred stock repurchased of $25 million represents the U. S. Steel
Group's portion of USX's Adjustable Rate Cumulative Preferred Stock which was
redeemed on September 29, 1995.  For additional information, see USX
Consolidated Management's Discussion and Analysis of Cash Flows.

     Steel Stock issued of $205 million included a public offering of 5,000,000
shares in July, 1995 for net proceeds of $169 million which were reflected in
their entirety in the U. S. Steel Group financial statements.  The net proceeds
were used to fund the U. S. Steel Group's principal pension plan for the 1994
and a portion of the 1995 plan years.

<PAGE> 50

                      U. S. STEEL GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

Hedging Activity
- ----------------
     The U. S. Steel Group engages in hedging activities in the normal course of
its business.  Commodity swaps are used to hedge exposure to price fluctuations
relevant to the purchase of natural gas.  While hedging activities are generally
used to reduce risks from unfavorable price movements, they also may limit the
opportunity to benefit from favorable movements.  The U. S. Steel Group's
hedging activities have not been significant in relation to its overall business
activity.  Based on risk assessment procedures and internal controls in place,
management believes that its use of hedging instruments will not have a material
adverse effect on the financial position, liquidity or results of operations of
the U. S. Steel Group.

Liquidity
- ---------
     For discussion of USX's liquidity and capital resources, see USX
Consolidated Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Capital Expenditures
- --------------------
     The U. S. Steel Group's capital expenditures for property, plant and
equipment in the third quarter and first nine months of 1995 were $82 million
and $224 million, respectively, compared with $63 million and $171 million,
respectively, in the same periods in 1994.

     For the year 1995, capital expenditures are expected to total approximately
$320 million, compared with $248 million in 1994.  Capital expenditures for 1995
will include continued spending on a degasser at Mon Valley Works and a
granulated coal injection facility at Fairfield Works' blast furnace, as well as
certain spending related to the Gary Works' No. 8 blast furnace, spending on a
galvanizing line at Fairfield Works and emissions controls at Gary Works' steel-
making facilities.  Contract commitments for capital expenditures at September
30, 1995 were $205 million, compared with $125 million at year-end 1994.

Environmental Matters, Contingencies and Commitments
- ----------------------------------------------------
     The U. S. Steel Group has incurred and will continue to incur substantial
capital, operating and maintenance, and remediation expenditures as a result of
environmental laws and regulations.  In recent years, these expenditures have
been mainly for process changes in order to meet Clean Air Act obligations,
although ongoing compliance costs have also been significant.  To the extent
these expenditures, as with all costs, are not ultimately reflected in the
prices of the U. S. Steel Group's products and services, operating results will
be adversely affected.  The U. S. Steel Group believes that all of its domestic
competitors are subject to similar environmental laws and regulations.  However,
the specific impact on each competitor may vary depending on a number of
factors, including the age and location of its operating facilities and its
production methods.

     USX has been notified that it is a potentially responsible party ("PRP") at
25 waste sites related to the U. S. Steel Group under the Comprehensive
Environmental

<PAGE> 51

                      U. S. STEEL GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------
Response, Compensation and Liability Act ("CERCLA") as of September 30, 1995.
In addition, there are 26 sites related to the U. S. Steel Group where USX has
received information requests or other indications that USX may be a PRP under
CERCLA but where sufficient information is not presently available to confirm
the existence of liability.  There are also 41 additional sites related to the
U. S. Steel Group where remediation is being sought under other environmental
statutes, both federal and state.  At many of these sites, USX is one of a
number of parties involved and the total cost of remediation, as well as USX's
share thereof, is frequently dependent upon the outcome of investigations and
remedial studies.  The U. S. Steel Group accrues for environmental remediation
activities when the responsibility to remediate is probable and the amount of
associated costs is reasonably determinable.  As environmental remediation
matters proceed toward ultimate resolution or as additional remediation
obligations arise, charges in excess of those previously accrued may be
required.

     USX is the subject of, or a party to, a number of pending or threatened
legal actions, contingencies and commitments relating to the U. S. Steel Group
involving a variety of matters, including laws and regulations relating to the
environment, certain of which are discussed in Note 10 to the U. S. Steel Group
Financial Statements.  The ultimate resolution of these contingencies could,
individually or in the aggregate, be material to the U. S. Steel Group financial
statements.  However, management believes that USX will remain a viable and
competitive enterprise even though it is possible that these contingencies could
be resolved unfavorably to the U. S. Steel Group.  See discussion of Liquidity
and Capital Resources in USX Consolidated Management's Discussion and Analysis
of Financial Condition and Results of Operations.

Accounting Standard
- -------------------
     In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 - Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets To Be Disposed Of ("SFAS No. 121").  This
standard must be adopted no later than the 1996 reporting year but can be
adopted early.  SFAS No. 121 requires that long-lived assets and associated
goodwill be written down to fair value whenever an impairment review indicates
that the carrying value cannot be recovered on an undiscounted cash flow basis.
The U. S. Steel Group is currently reviewing its assets and, based on
preliminary information, estimates that pretax charges of up to $15 million will
be recognized on adoption, primarily relating to certain iron ore mineral rights
and real estate holdings.  USX plans to adopt SFAS No. 121 in the fourth quarter
of 1995.

<PAGE> 52

<TABLE>
<CAPTION>
                      U. S. STEEL GROUP OF USX CORPORATION
                             SUPPLEMENTAL STATISTICS
                      ------------------------------------
                                 ($ in Millions)

                                                Third Quarter    Nine Months
                                                    Ended           Ended
                                                 September 30    September 30
                                                --------------  --------------
                                                 1995    1994    1995     1994
                                                 ----    ----    ----     ----
SALES

 <S>                                            <C>     <C>     <C>      <C>
 Steel and Related Businesses (a)               $1,599  $1,473  $4,760   $4,289
 Other                                              10      32      49      134
                                                ------  ------  ------   ------
Total U. S. Steel Group                         $1,609  $1,505  $4,809   $4,423


OPERATING INCOME (LOSS)

 Steel and Related Businesses (a)                 $116     $83    $320     $111
 Administrative and Other (b)                       18      23      77       59
                                                ------  ------  ------   ------
Total U. S. Steel Group                           $134    $106    $397     $170


CAPITAL EXPENDITURES                               $82     $63    $224     $171


OPERATING STATISTICS

 Public & Affiliated Steel Shipments (c)         2,851   2,553   8,330    7,650
 Raw Steel-Production (c)                        3,036   2,883   8,999    8,544
 Raw Steel-Capability Utilization (d)            96.4%   95.4%   96.3%    95.3%


- ------------
<FN>
  (a) Includes the production and sale of steel products, coke and taconite
      pellets; domestic coal mining; the management of mineral resources; and
      engineering and consulting services and technology licensing.

  (b) Includes pension credits, other postretirement benefit costs and certain
      other expenses principally attributable to former business units of the
      U. S. Steel Group.  Also includes results of real estate development and
      management, and leasing and financing activities.

  (c) Thousands of net tons.

  (d) Based on annual raw steel production capability of 12.5 million tons for
      1995 and 12.0 million tons for 1994.
</TABLE>


<PAGE> 53

Part I - Financial Information (Continued):

   D.  Delhi Group

<TABLE>
<CAPTION>
                         DELHI GROUP OF USX CORPORATION
                       STATEMENT OF OPERATIONS (Unaudited)
                       -----------------------------------

                                                Third Quarter    Nine Months
                                                    Ended           Ended
                                                 September 30    September 30
(Dollars in millions, except per share data)     1995    1994    1995     1994
- --------------------------------------------------------------------------------
<S>                                             <C>     <C>     <C>      <C>
SALES                                           $149.0  $133.7  $425.3   $424.3

OPERATING COSTS:
 Cost of sales (excludes items shown below)      136.9   118.4   376.7    375.8
 Selling, general and administrative expenses      6.1     5.9    18.3     22.3
 Depreciation, depletion and amortization          6.2     5.7    18.8     24.3
 Taxes other than income taxes                     1.8     1.9     5.7      6.2
 Restructuring charges (credits)                     -       -    (6.2)    37.4
                                                ------  ------  ------   ------
   Total operating costs                         151.0   131.9   413.3    466.0
                                                ------  ------  ------   ------
OPERATING INCOME (LOSS)                           (2.0)    1.8    12.0    (41.7)

Other income (loss)                                  -       -     5.7     (1.3)
Interest and other financial costs                (4.3)   (3.0)  (10.9)    (8.6)
                                                ------  ------  ------   ------
INCOME (LOSS) BEFORE INCOME TAXES AND
 EXTRAORDINARY LOSS                               (6.3)   (1.2)    6.8    (51.6)

Less provision (credit) for estimated
 income taxes                                     (2.2)    (.2)    4.4    (19.4)
                                                ------  ------  ------   ------
INCOME (LOSS) BEFORE EXTRAORDINARY LOSS           (4.1)   (1.0)    2.4    (32.2)
Extraordinary loss, net of income tax              (.2)      -     (.2)       -
                                                ------  ------  ------   ------
NET INCOME (LOSS)                                 (4.3)   (1.0)    2.2    (32.2)
Dividends on preferred stock                       (.1)      -     (.2)     (.1)

Net (income) loss applicable to
 Retained Interest                                   -      .3    (2.4)    10.5
                                                ------  ------  ------   ------
NET LOSS APPLICABLE TO OUTSTANDING DELHI STOCK   $(4.4)   $(.7)   $(.4)  $(21.8)
                                                ======  ======  ======   ======
DELHI STOCK DATA:
Loss per share - primary and fully diluted:
 Loss before extraordinary loss                  $(.44)  $(.07)  $(.02)  $(2.32)
 Extraordinary loss                               (.02)      -    (.02)       -
 Net loss                                         (.46)   (.07)   (.04)   (2.32)

Dividends paid per share                           .05     .05     .15      .15

Weighted average shares, in thousands
 - Primary and fully diluted                     9,443   9,438   9,440    9,396

<FN>
Selected notes to financial statements appear on pages 56-59.
</TABLE>


<PAGE> 54

<TABLE>
<CAPTION>
                         DELHI GROUP OF USX CORPORATION
                            BALANCE SHEET (Unaudited)
                         ------------------------------
                                        
                                                  September 30  December 31
(Dollars in millions)                                  1995           1994
- --------------------------------------------------------------------------------
<S>                                                   <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents                              $.1           $.1
Receivables, less allowance for doubtful
   accounts of $.8 and $.7                              40.6          12.5
  Receivable from other groups                            .9            .2
  Inventories                                            8.7           9.9
  Other current assets                                   3.4           3.1
                                                      ------        ------
     Total current assets                               53.7          25.8
Long-term receivables and other investments              7.5          17.0
Property, plant and equipment, less accumulated
 depreciation, depletion and amortization of
 $430.5 and $459.5                                     483.4         475.6
Other noncurrent assets                                  2.1           2.8
                                                      ------        ------
     Total assets                                     $546.7        $521.2
                                                      ======        ======
LIABILITIES
Current liabilities:
  Notes payable                                         $7.5            $-
  Accounts payable                                      83.6          71.8
  Payable to other groups                                  -           1.4
  Payroll and benefits payable                           3.8           4.7
  Accrued taxes                                          9.6           7.6
  Accrued interest                                       2.7           2.4
  Long-term debt due within one year                    15.4           1.5
                                                      ------        ------
     Total current liabilities                         122.6          89.4
Long-term debt, less unamortized discount              161.9         106.0
Long-term deferred income taxes                        133.3         135.4
Deferred credits and other liabilities                  14.0          14.8
Preferred stock of subsidiary                            3.8           3.8
                                                      ------        ------
     Total liabilities                                 435.6         349.4
                                                      ------        ------

STOCKHOLDERS' EQUITY
Preferred stock                                            -           2.5
Common stockholders' equity                            111.1         169.3
                                                      ------        ------
     Total stockholders' equity                        111.1         171.8
                                                      ------        ------
     Total liabilities and stockholders' equity       $546.7        $521.2
                                                      ======        ======


<FN>
Selected notes to financial statements appear on pages 56-59.
</TABLE>


<PAGE> 55

<TABLE>
<CAPTION>
                         DELHI GROUP OF USX CORPORATION
                       STATEMENT OF CASH FLOWS (Unaudited)
                       -----------------------------------
                                        
                                                       Nine Months Ended
                                                          September 30
(Dollars in millions)                                  1995           1994
- --------------------------------------------------------------------------------
<S>                                                   <C>            <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
OPERATING ACTIVITIES:
Net income (loss)                                       $2.2        $(32.2)
Adjustments to reconcile to net cash provided from
 operating activities:
  Extraordinary loss                                      .2             -
  Depreciation, depletion and amortization              18.8          24.3
  Pensions                                                .4           1.9
  Deferred income taxes                                   .7         (21.0)
  Gain on disposal of assets                             (.5)          (.6)
  Payment of amortized discount on zero coupon
   debentures                                           (4.4)            -
  Restructuring charges (credits)                       (6.2)         37.4
  Changes in:
     Current receivables - sold                        (18.3)         (6.9)
                         - operating turnover          (10.5)         23.2
     Inventories                                         1.2            .9
     Current accounts payable and accrued expenses      12.3           (.4)
  All other items - net                                 (3.7)          2.8
                                                      ------        ------
     Net cash provided from (used in) 
        operating activities                            (7.8)         29.4
                                                      ------        ------
INVESTING ACTIVITIES:
Capital expenditures                                   (24.9)        (21.7)
Disposal of assets                                      12.7           4.1
All other items - net                                    3.5             -
                                                      ------        ------
     Net cash used in investing activities              (8.7)        (17.6)
                                                      ------        ------
FINANCING ACTIVITIES:
Increase (decrease) in Delhi Group's share of
 USX consolidated debt                                  79.2         (17.0)
Elimination of Marathon Group Retained Interest        (58.2)            -
Preferred stock repurchased                             (2.5)            -
Attributed preferred stock of subsidiary                   -           3.7
Dividends paid                                          (1.5)         (1.5)
Payment attributed to Retained Interest                  (.5)          (.7)
                                                      ------        ------
     Net cash provided from (used in) 
         financing activities                           16.5         (15.5)
                                                      ------        ------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS       -          (3.7)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR            .1           3.8
                                                      ------        ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD               $.1           $.1
                                                      ======        ======
Cash used in operating activities included:
  Interest and other financial costs paid             $(14.9)        $(9.4)
  Income taxes paid, including settlements
   with other groups                                    (4.1)          (.2)

<FN>
Selected notes to financial statements appear on pages 56-59.
</TABLE>


<PAGE> 56

                         DELHI GROUP OF USX CORPORATION
                     SELECTED NOTES TO FINANCIAL STATEMENTS
                     --------------------------------------
                                   (Unaudited)
                                        

 1.  The information furnished in these financial statements is unaudited but,
     in the opinion of management, reflects all adjustments necessary for a fair
     presentation of the results for the periods covered.  All such adjustments
     are of a normal recurring nature unless disclosed otherwise.  These
     financial statements, including selected notes, have been prepared in
     accordance with the applicable rules of the Securities and Exchange
     Commission and do not include all of the information and disclosures
     required by generally accepted accounting principles for complete financial
     statements.  Additional information is contained in the USX Annual Report
     on Form 10-K for the year ended December 31, 1994.

 2.  The financial statements of the Delhi Group include the financial position,
     results of operations and cash flows for the businesses of Delhi Gas
     Pipeline Corporation and certain other subsidiaries of USX, and a portion
     of the corporate assets and liabilities and related transactions which are
     not separately identified with ongoing operating units of USX.  These
     financial statements are prepared using amounts included in the USX
     consolidated financial statements.  Corporate amounts reflected in these
     financial statements are determined based upon methods which management
     believes to be reasonable.  The accounting policies applicable to the
     preparation of the financial statements of the Delhi Group may be modified
     or rescinded in the sole discretion of the Board of Directors of USX
     (Board), although the Board has no present intention to do so.  The Board
     may also adopt additional policies depending on the circumstances.

     On June 15, 1995, USX eliminated the Marathon Group Retained Interest in
     the Delhi Group (equivalent to 4,564,814 shares of USX-Delhi Group Common
     Stock (Delhi Stock)).  This was accomplished through a reallocation of
     assets and a corresponding adjustment to debt and equity attributed to the
     Delhi and Marathon Groups.  The transfer was made at a price of $12.75 per
     equivalent share, or an aggregate of $58.2 million.

     The Retained Interest represented the Marathon Group's interest in the
     earnings and equity of the Delhi Group.  Prior to the elimination, the
     Retained Interest was approximately 33%, based on the 14,003,205 shares of
     Delhi Stock designated by the Board to represent 100% of the common
     stockholders' equity value of USX attributable to the Delhi Group.

     The elimination of the Retained Interest resulted in an increase of $58.2
     million in USX debt attributed to the Delhi Group and a corresponding
     decrease in attributed USX common stockholders' equity.  If the elimination
     had occurred as of January 1, 1995, Delhi Group net income per share would
     have been $.07 per share in the nine months ended September 30, 1995,
     compared to reported results of $.04 net loss per share.  The above
     supplemental per share data are not necessarily indicative of future
     results, which will be dependent upon future operating results relative to
     the cost of the incremental debt.

<PAGE> 57

                         DELHI GROUP OF USX CORPORATION
               SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
               --------------------------------------------------
                                   (Unaudited)
                                        

 2.  (Continued)

     Although the financial statements of the Delhi Group, the Marathon Group
     and the U. S. Steel Group separately report the assets, liabilities
     (including contingent liabilities) and stockholders' equity of USX
     attributed to each such group, such attribution of assets, liabilities
     (including contingent liabilities) and stockholders' equity among the Delhi
     Group, the Marathon Group and the U. S. Steel Group for the purpose of
     preparing their respective financial statements does not affect legal title
     to such assets and responsibility for such liabilities.  Holders of Delhi
     Stock, USX-Marathon Group Common Stock (Marathon Stock) and USX-U. S. Steel
     Group Common Stock (Steel Stock) are holders of common stock of USX, and
     continue to be subject to all the risks associated with an investment in
     USX and all of its businesses and liabilities.  Financial impacts arising
     from one Group that affect the overall cost of USX's capital could affect
     the results of operations and financial condition of other groups.  In
     addition, net losses of any Group, as well as dividends and distributions
     on any class of USX Common Stock or series of preferred stock and
     repurchases of any class of USX Common Stock or series of preferred stock
     at prices in excess of par or stated value, will reduce the funds of USX
     legally available for payment of dividends on all classes of Common Stock.
     Accordingly, the USX consolidated financial information should be read in
     connection with the Delhi Group financial information.

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

     Primary net income (loss) per share is calculated by adjusting net income
     (loss) for dividend requirements of preferred stock and income (loss) that
     was applicable to the Retained Interest and is based on the weighted
     average number of common shares outstanding plus common stock equivalents,
     provided they are not antidilutive.  Common stock equivalents result from
     assumed exercise of stock options and surrender of stock appreciation
     rights associated with stock options, where applicable.

     Fully diluted net income (loss) per share assumes exercise of stock options
     and surrender of stock appreciation rights, provided, in each case, the
     effect is not antidilutive.

<PAGE> 58

                         DELHI GROUP OF USX CORPORATION
               SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
               --------------------------------------------------
                                   (Unaudited)


 4.  Inventories are carried at lower of average cost or market.

<TABLE>
<CAPTION>
                                                         (In millions)
                                               -------------------------
                                                   September 30 December 31
                                                       1995           1994
                                                   ------------ -----------
    <S>                                                 <C>          <C>
    Natural gas in storage                              $7.5         $8.2
    Natural gas liquids (NGLs) in storage                 .2           .4
    Materials and supplies                               1.0          1.3
                                                        ----          ----
      Total                                             $8.7         $9.9
                                                        ====          ====

 5.  In the first nine months of 1994, restructuring charges totaling $39.9
     million were recorded for the write-down of assets to estimated net
     realizable value related to the planned disposition of certain nonstrategic
     gas gathering and processing assets and other investments.  Charges of
     $37.4 million were included in operating costs and $2.5 million included in
     other income.  In the first nine months of 1995, disposition of these
     assets was completed at higher than anticipated sales proceeds, resulting
     in restructuring credits of $11.2 million ($6.2 million included in
     operating income and $5.0 million in other income).

 6.  The financial statement provision for estimated income taxes and related
    tax payments or refunds have been reflected in the Delhi Group, the
    Marathon Group and the U. S. Steel Group financial statements in accordance
    with USX's tax allocation policy for such groups.  In general, such policy
    provides that the consolidated tax provision and related tax payments or
    refunds are allocated among the Delhi Group, the Marathon Group and the U.
    S. Steel Group for group financial statement purposes, based principally
    upon the financial income, taxable income, credits, preferences and other
    amounts directly related to the respective groups.

     The provision (credit) for estimated U.S. income taxes for the Delhi Group
    is based on tax rates and amounts which recognize management's best
    estimate of current and deferred tax assets and liabilities.  Differences
    between the combined interim tax provisions of the Delhi, the Marathon and
    the U. S. Steel Groups and USX consolidated are allocated to each group
    based on the relationship of the individual group provisions to the
    combined interim provisions.

 7.  In the third quarter of 1995, USX extinguished $467 million of debt,
    resulting in an extraordinary loss to the Delhi Group of $.2 million, net
    of $.1 million income tax.

 8.  The Delhi Group participates in an agreement to sell certain accounts
    receivable subject to limited recourse.  Payments are collected from the
    sold accounts receivable; the collections are reinvested in new accounts
    receivable for the buyers; and a yield, based on short-term market rates,
    is transferred to the buyers.  At September 30, 1995, the balance of the
    Delhi Group's sold accounts receivable that had not been collected was
    $50.0 million, and the buyers had collection rights for an additional $5.0
    million of designated unsold receivables to collateralize the limited
    recourse provisions.

<PAGE> 59

                         DELHI GROUP OF USX CORPORATION
               SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
               --------------------------------------------------
                                   (Unaudited)


 9.  USX is the subject of, or a party to, a number of pending or threatened
    legal actions, contingencies and commitments relating to the Delhi Group
    involving a variety of matters, including laws and regulations relating to
    the environment.  Certain of these matters are discussed below.  The
    ultimate resolution of these contingencies could, individually or in the
    aggregate, be material to the Delhi Group financial statements.  However,
    management believes that USX will remain a viable and competitive
    enterprise even though it is possible that these contingencies could be
    resolved unfavorably to the Delhi Group.  See discussion of Liquidity and
    Capital Resources in USX Consolidated Management's Discussion and Analysis
    of Financial Condition and Results of Operations.

     The Delhi Group is subject to federal, state and local laws and regulations
    relating to the environment.  These laws generally provide for control of
    pollutants released into the environment and require responsible parties to
    undertake remediation of hazardous waste disposal sites.  Penalties may be
    imposed for noncompliance.  Expenditures for remediation and penalties have
    not been material.

     For a number of years, the Delhi Group has made capital expenditures to
    bring existing facilities into compliance with various laws relating to the
    environment.  In the first nine months of 1995 and for the years 1994 and
    1993, such capital expenditures for environmental controls totaled
    $3.1 million, $4.6 million and $4.5 million, respectively.  The Delhi Group
    anticipates making additional such expenditures in the future; however, the
    exact amounts and timing of such expenditures are uncertain because of the
    continuing evolution of specific regulatory requirements.

     At September 30, 1995, contract commitments for the Delhi Group's capital
    expenditures for property, plant and equipment totaled $3.7 million.

<PAGE>  60
                         DELHI GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------
                                        
     The Delhi Group includes Delhi Gas Pipeline Corporation and certain other
subsidiaries of USX Corporation ("USX") which are engaged in the purchasing,
gathering, processing, transporting and marketing of natural gas.  The following
discussion should be read in conjunction with the third quarter 1995 USX
consolidated financial information and the Delhi Group financial statements and
selected notes.  In addition, the discussion of Results of Operations should be
read in conjunction with the Supplemental Statistics provided on page 66.

Results of Operations
- ---------------------
     Sales increased $15.3 million in the third quarter of 1995 from the
comparable prior-year quarter.  Sales for the third quarter and first nine
months of 1995 and 1994 are summarized in the following table:

</TABLE>


<TABLE>
                                                Third Quarter    Nine Months
                                                    Ended           Ended
                                                 September 30    September 30
                                                --------------  -------------
(Dollars in millions)                            1995    1994    1995     1994
                                                 -----  -----    -----   -----
<S>                                              <C>     <C>    <C>      <C>
Gas Sales                                        $66.6   $93.7  $229.2   $330.5
Transportation                                     3.2     3.3     8.5      9.0
                                                ------  ------  ------   ------
Total Systems                                     69.8    97.0   237.7    339.5
Trading                                           62.2    18.8   135.3     38.7
Gas Processing                                    17.0    17.8    52.3     45.8
Other                                                -      .1       -       .3
                                                ------  ------  ------   ------
Total Sales                                     $149.0  $133.7  $425.3   $424.3
                                                ======  ======  ======   ======
</TABLE>

     The increase in the third quarter was mainly due to increased trading
volumes, partly offset by lower natural gas prices and gas sales volumes.  There
was virtually no change in sales for the first nine months as increases in
trading volumes and gas processing volumes and prices were predominantly offset
by lower average gas prices and gas sales volumes.

     An operating loss of $2.0 million was recorded in the third quarter of
1995, compared with operating income of $1.8 million in the third quarter of
1994.  Third quarter 1994 operating income included a $0.8 million favorable
effect of the reversal of prior-period accruals related to the settlement of
certain contractual matters.  Excluding the effect of this item, operating
results declined by $3.0 million from the prior-year quarter, primarily due to a
lower gas sales margin, partly offset by a slight improvement in gas processing
operations.

     Delhi Group operating income in the first nine months of 1995 was $12.0
million, compared with an operating loss of $41.7 million in the first nine
months of 1994.  Operating income in the first nine months of 1995 included a
$6.2 million favorable adjustment relating to the completion of the 1994 asset
disposition plan.  The operating loss in the first nine months of 1994 included
$37.4 million of asset disposition charges, expenses of $1.7 million related to
a work force reduction program, other employment-related costs of $2.0 million,
charges of $0.3 million related to certain contractual matters and a $1.6
million favorable effect of the settlement of litigation related to a prior-year
take-or-pay claim.  Excluding the effects of these items, operating income in
the first nine months of 1995 increased

<PAGE>  61
                         DELHI GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------
                                        
by $7.7 million from the same period in 1994, due primarily to improved gas
processing operations and a decrease in total operating costs, excluding gas
purchase costs, partially offset by a lower gas sales margin.  The reduction in
operating costs primarily reflected the benefits of the asset disposition plan
and work force reduction program initiated in the second quarter of 1994.

     The gas sales and trading margin was $8.1 million in the third quarter of
1995, compared with $13.6 million in the third quarter of 1994.  The third
quarter 1994 margin included the above mentioned $.8 million favorable
adjustment related to contractual matters.  Excluding the effect of this item,
the third quarter 1995 gas sales and trading margin was $4.7 million lower than
the same period in 1994, primarily due to the August 1994 expiration of the
premium service contract with Central Power and Light Company ("CP&L"), a
utility electric generator serving south Texas, and a decline in gas sales
volumes and prices.  The 12% decline in gas sales volumes resulted mainly from
the conversion of sales volumes to transportation volumes due to contract
renegotiations with certain producers and the sale of properties included in the
1994 asset disposition plan.  The gas sales and trading margin in the first nine
months of 1994 included charges of $.3 million related to certain contractual
matters and a $1.6 million favorable effect of a litigation settlement.
Excluding these items, the gas sales and trading margin in the first nine months
of 1995 decreased by $13.3 million from the comparable 1994 period, mainly due
to the expiration of the CP&L contract, lower gas sales volumes and prices and
reduced premiums from Southwestern Electric Power Company in the first quarter
of 1995.  The 10% decrease in gas sales volumes resulted primarily from the
conversion of sales volumes to transportation volumes due to contract
renegotiations with certain producers and the sale of properties included in the
1994 asset disposition plan.

     Natural gas volumes from trading sales in the third quarter and first nine
months of 1995 totaled 474.6 million cubic feet per day ("mmcfd") and 336.4
mmcfd, respectively, compared with 117.4 mmcfd and 76.6 mmcfd, respectively, for
the same periods of 1994.  The trading business involves the purchase of natural
gas from sources other than wells directly connected to the Delhi Group's
systems and the subsequent sale of like volumes.  While unit margins earned on
trading sales are significantly less than those earned on premium sales, the
Delhi Group has expanded its trading operations substantially during 1995 in an
attempt to attract off-system customers requiring premium supply services.

     Transportation throughput in the third quarter and first nine months of
1995 increased by 10% and 5%, respectively, from the corresponding 1994 periods,
primarily due to the conversion of gas sales volumes to transportation volumes
and additions to dedicated natural gas reserves, partly offset by the sale of
properties included in the 1994 asset disposition plan.  The increase in volumes
was more than offset by lower average rates, resulting in a slight decline of
the transportation margin in the third quarter and first nine months of 1995.

     The gas processing margin in the third quarter and first nine months of
1995 increased by $1.6 million and $11.4 million, respectively, from the same
periods in 1994.  The third quarter improvement was mainly attributable to lower
feedstock costs while the increase for the first nine months, which primarily
occurred in the first quarter, was due largely to lower feedstock costs and
higher natural gas liquids ("NGLs") sales prices.  Third quarter NGLs sales
volumes declined slightly from the third quarter of 1994, primarily because the
Delhi Group chose to partially curtail the extraction of ethane volumes due to
depressed ethane prices.  Due to

<PAGE>  62
                         DELHI GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------
                                        
favorable economics, NGLs sales volumes for the first nine months of 1995 were
7% higher than the first nine months of 1994.

     Other income of $5.7 million in the first nine months of 1995 included a
$5.0 million favorable adjustment on the sale of the Delhi Group's 25%
partnership interest in Ozark Gas Transmission System ("Ozark"), which was
included in the 1994 asset disposition plan.  Other loss of $1.3 million in the
first nine months of 1994 included a $2.5 million restructuring charge relating
to Ozark.

     Interest and other financial costs in the third quarter and first nine
months of 1995 increased $1.3 million and $2.3 million, respectively, from the
comparable 1994 periods.  The increase was mainly due to increased debt levels,
primarily reflecting the incremental debt associated with the elimination of the
Marathon Group's Retained Interest in the second quarter of 1995.

     The provision for estimated income taxes is based on tax rates and amounts
which recognize management's best estimate of current and deferred tax assets
and liabilities.  The income tax provision for the first nine months of 1995
included an unfavorable effect associated with the second quarter sale of the
Delhi Group's partnership interest in Ozark.

     An extraordinary loss on extinguishment of debt of $.2 million, or $.02 per
share, was recorded in the third quarter of 1995, representing the portion of
the loss on early extinguishment of USX debt attributed to the Delhi Group.  For
additional details, see USX Consolidated Management's Discussion and Analysis of
Cash Flows.

     A net loss of $4.3 million, or $.46 per share, was recorded in the third
quarter of 1995, compared with a net loss of $1.0 million, or $.07 per share, in
the third quarter of 1994.  The Delhi Group had net income of $2.2 million in
the first nine months of 1995, compared with a net loss of $32.2 million in the
first nine months of 1994.  This results in a loss of $.04 per share in the
first nine months of 1995, compared with a loss of $2.32 per share in the
comparable 1994 period.  Changes in net results primarily reflect the factors
discussed above.  On a per-share basis, changes can also be attributed to the
second quarter elimination of the Marathon Group's Retained Interest, as
discussed in the following paragraph.

     In the second quarter of 1995, USX eliminated the Marathon Group's Retained
Interest in the Delhi Group (equivalent to 4,564,814 shares of USX-Delhi Group
Common Stock).  This was accomplished through a reallocation of assets and a
corresponding adjustment to debt and equity attributed to the Marathon and Delhi
Groups.  As a result of the elimination, the Delhi Group's debt was increased by
$58.2 million, and its equity was decreased by the same amount.  The effect of
the elimination on future earnings per share of the Delhi Group is dependent
upon operating results relative to the cost of the incremental debt.  For
further discussion, see Cash Flows below and Note 2 to the Delhi Group Financial
Statements.

Outlook
- -------
     The Delhi Group's operating results for gas sales are affected by
fluctuations in natural gas prices and demand levels in the markets that it
serves.  The levels of gas sales margin for future periods are difficult to
project because of fluctuations in customer demand for premium services,
competition in attracting new premium customers and the volatility of natural
gas prices.  The Delhi Group attempts to sell all of the natural gas available
on its systems each month.

<PAGE>  63
                         DELHI GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------
                                        
Natural gas volumes not sold to its premium markets are typically sold in the
short-term interruptible ("spot") market, generally at lower average unit
margins than those realized from premium sales.  Because the strongest demand
for gas and the highest gas sales unit margins generally occur during the winter
heating season, the Delhi Group has historically recognized the greatest portion
of income from its gas sales business during the first and fourth quarters of
the year.

     Since the adoption of Federal Energy Regulatory Commission Order No. 636 in
1992, competition has increased significantly in the domestic gas industry and
is expected to continue to increase in the future.  On the supply side, gas
producers now have easier access to end-user sales markets, which, at times, has
resulted in the conversion of their contracts with midstream gathering and
distribution companies from sales to transportation agreements.  On the sales
side, the ability to secure new premium service agreements has become
increasingly difficult.  However, management believes that its increased focus
on core operating areas, an emphasis on sour gas gathering and treating services
and its ability to maintain a long-term dedicated reserve base and to provide
reliable sales services will enable the Delhi Group to remain a competitive
entity in the markets that it serves.

     The Delhi Group monitors the economics of removing NGLs from the gas stream
for processing on an ongoing basis to determine the appropriate level of each
gas plant's operation.  The levels of gas processing margin for future periods
are difficult to project due to fluctuations in the price and demand for NGLs
and the volatility of natural gas prices (feedstock costs).  However, management
can reduce the volume of NGLs extracted and sold during periods of unfavorable
economics by curtailing the extraction of certain NGLs.

Cash Flows
- ----------
     Net cash used in operating activities was $7.8 million in the first nine
months of 1995, compared with net cash provided from operating activities of
$29.4 million in the first nine months of 1994.  Cash flows in 1995 included a
$4.4 million payment, representing the Delhi Group's share of the amortized
discount on USX's zero coupon bond debentures which were extinguished in the
third quarter (see USX Consolidated Management's Discussion and Analysis of Cash
Flows for further details).  Excluding this item, operating cash flows in the
first nine months of 1995 declined $32.8 million from the comparable period in
1994.  The decrease was mainly due to unfavorable changes in working capital, a
decrease in cash realized from the sale of receivables, due primarily to the
renegotiation of the accounts receivable sales agreement in the second quarter
of 1995, and an increase in taxes paid.

     Cash from the disposal of assets was $12.7 million in the first nine months
of 1995, compared with $4.1 million in the first nine months of 1994.  The 1995
amount primarily reflects the second quarter sale of the Delhi Group's interest
in Ozark and the first quarter sales of nonstrategic properties in Arkansas and
Oklahoma, all of which were included in the 1994 asset disposition plan.  The
1994 amount was mainly comprised of proceeds from the sale of nonstrategic
assets in Louisiana.  In the first nine months of 1995, the Delhi Group also
received a partnership distribution of $3.0 million resulting from the Ozark
sale, which is reflected in All other items - net of investing activities.

     Financial obligations increased by $79.2 million in the first nine months
of 1995, mainly reflecting the $58.2 million increase in attributed USX debt
associated with the second quarter elimination of the Marathon Group's Retained
Interest, along

<PAGE>  64
                         DELHI GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------
                                        
with net cash used in operating and investing activities.  The aforementioned
$58.2 million increase in debt is offset by a corresponding decrease in equity,
as recorded in Elimination of Marathon Group Retained Interest.  All financial
obligations consist of the Delhi Group's portion of USX debt and preferred stock
of a subsidiary attributed to all three groups.

     Preferred stock repurchased of $2.5 million represents the Delhi Group's
portion of USX's Adjustable Rate Cumulative Preferred Stock, which was redeemed
on September 29, 1995.  For additional details, see USX Consolidated
Management's Discussion and Analysis of Cash Flows.

Hedging Activity
- ----------------
     The Delhi Group engages in commodity hedging activities in the normal
course of its businesses.  Futures contracts, commodity swaps and options are
used to hedge exposure to price fluctuations relevant to the purchase or sale of
natural gas.  While hedging activities are generally used to reduce risks from
unfavorable price movements, they may also limit the opportunity to benefit from
favorable movements.  Based on risk assessment procedures and internal controls
in place, management believes that its use of hedging instruments will not have
a material adverse effect on the financial position, liquidity or results of
operations of the Delhi Group.

Liquidity
- ---------
     For discussion of USX's liquidity and capital resources, see USX
Consolidated Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Capital Expenditures
- --------------------
     Delhi Group capital expenditures for property, plant and equipment in the
third quarter and first nine months of 1995 were $12.2 million and $24.9
million, respectively, compared with $7.8 million and $21.7 million,
respectively, for the corresponding periods in 1994.  Third quarter 1995
expenditures were primarily related to major expansion projects, systems and
plant improvements and new well connections.

     In September, the USX Board of Directors increased the Delhi Group's 1995
capital authorization budget from $38 million to $90 million.  At the present
time, 1995 capital expenditures are expected to total approximately $50 million,
compared with total 1994 capital expenditures of $32.1 million.  For the
remainder of 1995, the Delhi Group will continue to focus on expenditures to add
new dedicated gas reserves, expand existing facilities and acquire new
facilities as opportunities arise in its core operating areas.  Contract
commitments for capital expenditures were $3.7 million at September 30, 1995.

Environmental Matters, Contingencies and Commitments
- ----------------------------------------------------
     The Delhi Group has incurred and will continue to incur capital and
operating and maintenance expenditures as a result of environmental laws and
regulations.  To the extent these expenditures, as with all costs, are not
ultimately reflected in the prices of the Delhi Group's products and services,
operating results will be adversely affected.  The Delhi Group believes that
substantially all of its competitors are subject to similar environmental laws
and regulations.  However, the specific impact on each competitor may vary
depending on a number of factors,

<PAGE>  65
                         DELHI GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------
                                        
including the age and location of its operating facilities and its production
processes.

     USX is the subject of, or a party to, a number of pending or threatened
legal actions, contingencies and commitments relating to the Delhi Group
involving a variety of matters, including laws and regulations relating to the
environment.  The ultimate resolution of these contingencies could, individually
or in the aggregate, be material to the Delhi Group financial statements.
However, management believes that USX will remain a viable and competitive
enterprise even though it is possible that these contingencies could be resolved
unfavorably to the Delhi Group.  See discussion of Liquidity and Capital
Resources in USX Consolidated Management's Discussion and Analysis of Financial
Condition and Results of Operations.

Accounting Standard
- -------------------
     In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 - Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to Be Disposed Of ("SFAS No. 121").  This
standard must be adopted no later than the 1996 reporting year, but can be
adopted early.  Based on results of the Delhi Group's review of its assets
completed in October 1995, no SFAS No. 121 impairments are expected.

<PAGE> 66

<TABLE>
<CAPTION>
                         DELHI GROUP OF USX CORPORATION
                             SUPPLEMENTAL STATISTICS
                         ------------------------------
                                 ($ in Millions)


                                                Third Quarter    Nine Months
                                                    Ended           Ended
                                                 September 30    September 30
                                                --------------  -------------
                                                 1995    1994    1995     1994
                                                 ----    ----    ----     ----

GROSS MARGIN

<S>                                              <C>     <C>     <C>     <C>
 Gas Sales and Trading Margin                     $8.1   $13.6   $38.0   $52.6
 Transportation Margin                             3.2     3.3     8.5     9.0
                                                ------  ------  ------   ------
 Systems and Trading Margin                       11.3    16.9    46.5    61.6
 Gas Processing Margin                             6.7     5.1    19.8     8.4
                                                ------  ------  ------   ------
    Total Gross Margin                           $18.0   $22.0   $66.3   $70.0

OPERATING INCOME (LOSS)                          $(2.0)   $1.8   $12.0  $(41.7)


CAPITAL EXPENDITURES                             $12.2    $7.8   $24.9   $21.7


OPERATING STATISTICS

Natural Gas Volumes (a)
 Natural Gas Sales                               531.1   600.4   564.3   625.8
 Transportation                                  316.3   288.6   288.7   275.6
                                               ------- ------- -------  -------
    Systems Throughput                           847.4   889.0   853.0   901.4
 Trading Sales                                   474.6   117.4   336.4    76.6
 Partnership - equity share (b)                      -    18.6     6.9    20.8
                                               ------- ------- -------  -------
    Total Sales Volumes                        1,322.0 1,025.0 1,196.3   998.8

Natural Gas Liquids Sales (c)                    767.8   800.4   800.5   745.1

- ------------
<FN>
  (a) Millions of cubic feet per day
  (b) Related to an investment which was sold in the second quarter of 1995
  (c) Thousands of gallons per day
</TABLE>


<PAGE> 67


P
art II - Other Information:
- ----------------------------


Item 1. LEGAL PROCEEDINGS

   USX-U. S. Steel Group

   (a) Fairfield Works

      The U.S. Department of Justice has informed the U. S. Steel Group of its
      intent to file an action for alleged hazardous waste violations at USX's
      Fairfield Works in Birmingham, Alabama.  The alleged violations pertain
      to the handling and disposal of residual tar and coke by-product
      materials associated with the dismantling and demolition of Fairfield's
      coke plant, the handling of spent varnishes from its pipe facility, and
      the disposal of such varnishes in an on-site landfill.  U. S. Steel Group
      continues to meet with the Department of Justice to resolve the matter
      without litigation.

   (b) Gary Works

      On September 25, 1995, USX received a letter from the U.S. Environmental
      Protection Agency (USEPA) stating that it was assessing a penalty of
      $285,000 for alleged violations of the Emergency Planning and Community
      Right-to-Know Act at the Gary Works for the years 1991 through 1993.  It
      is alleged that Gary Works failed to report usage of antimony, calcium
      cyanamide, molybdenum trioxide, phosphoric acid and sulfuric acid in
      these years.  USX is discussing this matter with the USEPA in an attempt
      to reach a resolution.

   (c) Clairton Works

      The USEPA is proposing to redesignate an area which includes the U. S.
      Steel Group's Clairton Works from moderate nonattainment to serious
      nonattainment for PM-10 (particulate matter less than 10 micrometers)
      under the Clean Air Act.  If an area is designated as serious
      nonattainment, industries in the area may be required to install the best
      available control methodology.  If the area is redesignated to serious
      nonattainment, it is not presently known what, if any, additional
      pollution control equipment may be required at Clairton Works.  It is
      possible that the cost to Clairton Works to install additional required
      control equipment could be as high as $100 million.  The U. S. Steel
      Group does not believe that the redesignation is appropriate and is
      preparing comments on the proposed rule.  The U. S. Steel Group also
      expects that comments in opposition to the proposed redesignation will be
      submitted by other affected businesses, Allegheny County, and local
      government units.

   (d) Reference is made to the Forms 10-Q for the periods ended March 31 and
       June 30, 1995, for a discussion of the Pickering litigation, which was
       settled in the second quarter of 1995.



<PAGE> 68

Part II - Other Information: (Continued)
- ----------------------------

Item 1. LEGAL PROCEEDINGS (Continued)

   USX-Marathon Group

   (a) Robinson Refinery

      In September 1995, the Marathon Group was informed that the USEPA had
      referred two Notices of Violations ("NOVs") under the Clean Air Act to
      the U.S. Department of Justice for possible enforcement.  The NOVs, which
      pertain to a boiler at the Marathon Group's Robinson Refinery, arise from
      alleged noncompliance with the State's opacity, particulate and carbon
      monoxide ("CO") air emission standards, and the operation of that unit
      without a permit.  The Marathon Group contends that it is currently in
      compliance with the opacity, particulate and CO air emission standards,
      and that it operated the facility with a permit.

      The Illinois State Attorney General's ("AG") Office is challenging the
      integrity of the sewer system at the Marathon Group's Robinson, Illinois
      Refinery based, in part, on a release to the sewer that occurred in April
      1993, and has recommended a civil penalty of $228,000.  In October 1995,
      the Marathon Group notified the AG's Office that a compatibility study of
      the sewer system has been performed indicating that the system is
      compatible for the types of material which are discharged into it.  This
      study was done in connection with a commitment the Marathon Group has
      made in its draft of the sewer inspection and repair program that also
      has been submitted to the AG's office.


Item 2. CHANGES IN SECURITIES

     Adjustable Rate Cumulative Preferred Stock

      On September 29, 1995, USX redeemed, at $50 per share, all issued and
      outstanding shares of its Adjustable Rate Cumulative Preferred Stock.
      Upon redemption, all such shares shall have the status of authorized but
      unissued shares of Preferred Stock without designation as to series.

<PAGE> 69

Part II - Other Information (Continued):
- ---------------------------


Item 5.  OTHER INFORMATION
                                        
      SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF MARATHON OIL COMPANY
                               Supplementary Data
      ---------------------------------------------------------------------
                                   (Unaudited)


The following summarized consolidated financial information of Marathon Oil
Company, a wholly owned subsidiary of USX, is included in this Form 10-Q in
satisfaction of the reporting obligation of Marathon which has debt securities
registered under the Securities Exchange Act.  All such securities are
guaranteed by USX.

<TABLE>
<CAPTION>
                                                (In millions)
                                        ------------------------------
                                                Third Quarter    Nine Months
                                                    Ended           Ended
                                                 September 30    September 30
                                                 1995    1994    1995     1994
                                                 ----    ----    ----     ----
INCOME DATA:
<S>                                            <C>     <C>    <C>       <C>
Net sales                                       $3,475  $3,480 $10,302   $9,297
Operating income                                   179     125     652      521
Income before extraordinary loss                    78      97     235      277
Net income                                          75      97     232      277


                                                         (In millions)
                                               -------------------------
                                                   September 30 December 31
                                                       1995           1994
                                                   ------------ -----------
BALANCE SHEET DATA:
Assets:
Current assets                                        $2,429        $2,340
Noncurrent assets                                      8,731         8,974
                                                      ------        ------
Total assets                                         $11,160       $11,314
                                                      ======        ======

Liabilities and Stockholder's Equity:
Current liabilities                                   $1,562        $1,591
Noncurrent liabilities                                 7,967         8,324
Stockholder's equity                                   1,631         1,399
                                                     -------       -------

Total liabilities and stockholder's equity           $11,160       $11,314
                                                     =======       =======
</TABLE>


<PAGE> 70

Part II - Other Information (Continued):
- ----------------------------------------


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

          (a)  EXHIBITS

               12.1 Computation of Ratio of Earnings to Combined Fixed Charges
                    and Preferred Stock Dividends

               12.2 Computation of Ratio of Earnings to Fixed Charges

               27.  Financial Data Schedule

          (b)  REPORTS ON FORM 8-K

               Form 8-K dated July 18, 1995, reporting under Items 5 and 7
               (Other Events and Financial Statements, Pro Forma Financial
               Information and Exhibits, respectively) the unaudited financial
               results of operations for the three month and six month periods
               ending June 30, 1995.

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned chief accounting officer thereunto duly authorized.


      USX CORPORATION



By /s/ Lewis B. Jones
   ------------------
        Lewis B. Jones
       Vice President &
         Comptroller













November 9, 1995






<TABLE>
<CAPTION>
                                                                    Exhibit 12.1

                                        
                                 USX CORPORATION
           COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
                          AND PREFERRED STOCK DIVIDENDS
                      TOTAL ENTERPRISE BASIS - (Unaudited)
           ----------------------------------------------------------
                              (Dollars in Millions)
                                        
                               Nine Months
                                  Ended           Year Ended December 31
                               September 30  --------------------------------
                                1995   1994   1994   1993    1992   1991   1990
                                ----   ----   ----   ----    ----   ----   ----
<S>                          <C>       <C>  <C>      <C>     <C>    <C>   <C>
Portion of rentals
  representing interest         $60     $61    $85    $84     $87    $91    $88
Capitalized interest             10      53     58    105      78     63     50
Pretax earnings which would
  be required to cover
  preferred stock dividend
  requirements of parent         37      37     49     44      14     15     28
Other interest and fixed
  charges                       362     341    464    372     408    474    554
                                ----   ----   ----   ----    ----   ----   ----
Combined fixed charges
  and preferred stock
  dividends (A)                $469    $492   $656   $605    $587   $643   $720
                               ====    ====   ====   ====    ====   ====   ====
Earnings-pretax income (loss)
  with applicable
  adjustments (B)            $1,245    $962 $1,263   $280    $376   $(53)$1,935
                               ====    ====   ====   ====    ====   ====   ====

Ratio of (B) to (A)            2.65    1.95   1.92    (a)     (a)    (a)   2.69
                               ====    ====   ====   ====    ====   ====   ====

<FN>
  (a) Earnings did not cover combined fixed charges and preferred stock
      dividends by $325 million for 1993, by $211 million for 1992 and by $696
      million for 1991.
</TABLE>







<TABLE>
<CAPTION>
                                                                    Exhibit 12.2
                                                                                
                                                                                
                                 USX CORPORATION
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                      TOTAL ENTERPRISE BASIS - (Unaudited)
                -------------------------------------------------
                              (Dollars in Millions)
                                        
                               Nine Months
                                  Ended           Year Ended December 31
                               September 30  --------------------------------
                                1995   1994   1994   1993    1992   1991   1990
                                ----  -----   ----   ----    ----   ----   ----
<S>                          <C>       <C>  <C>      <C>     <C>    <C>
Portion of rentals
  representing interest         $60     $61    $85    $84     $87    $91    $88
Capitalized interest             10      53     58    105      78     63     50
Other interest and fixed
  charges                       362     341    464    372     408    474    554
                               ----    ----   ----   ----    ----   ----   ----
Total fixed charges (A)        $432    $455   $607   $561    $573   $628   $692
                               ====    ====   ====   ====    ====   ====   ====
Earnings-pretax income (loss)
  with applicable
  adjustments (B)            $1,245    $962 $1,263   $280    $376   $(53)$1,935
                               ====    ====   ====   ====    ====   ====  ====
Ratio of (B) to (A)            2.88    2.11   2.08    (a)     (a)    (a)   2.80
                               ====    ====   ====   ====    ====   ====   ====

<FN>
  (a) Earnings did not cover fixed charges by $281 million for 1993, by $197
      million for 1992 and by $681 million for 1991.
</TABLE>








<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                             123
<SECURITIES>                                         0
<RECEIVABLES>                                     1138
<ALLOWANCES>                                        12
<INVENTORY>                                       1804
<CURRENT-ASSETS>                                  3251
<PP&E>                                           25685
<DEPRECIATION>                                   14618
<TOTAL-ASSETS>                                   17409
<CURRENT-LIABILITIES>                             3279
<BONDS>                                           4754
<COMMON>                                           379
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          7
<OTHER-SE>                                        4314
<TOTAL-LIABILITY-AND-EQUITY>                     17409
<SALES>                                          15553
<TOTAL-REVENUES>                                 15553
<CGS>                                            14513
<TOTAL-COSTS>                                    14513
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 375
<INCOME-PRETAX>                                    790
<INCOME-TAX>                                       267
<INCOME-CONTINUING>                                523
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                     (5)
<CHANGES>                                            0
<NET-INCOME>                                       518
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0<F1><F2><F3>
<FN>
<F1>Consists of Marathon Stock issued, $287; Steel Stock issued, $83; Delhi 
Stock issued, $9.
<F2>Primary earnings per share applicable to Marathon Stock, $0.96; Steel Stock
$2.85; Delhi Stock $(0.04)
<F3>Fully diluted earnings per share applicable to Marathon Stock, $0.96; Steel
Stock, $2.76; Delhi Stock, $(0.04).
</FN>
        

</TABLE>