Pricing Supplement Number: 2                         For SEC Filing Purposes:
Dated: February 3, 1994                              Filed Under Rule 424(b)(3)
To Prospectus dated May 6, 1993 and                  Registration No. 33-60142
Prospectus Supplement dated June 11, 1993

                        Principal Amount $100,000,000

                                USX Corporation

                          MEDIUM-TERM NOTES, SERIES B
                    Due 9 Months or more from Date of Issue

                                                                                                
Date of Issue: February 10, 1994                                    Spread:                                        75 basis points
Maturity Date: February 15, 1996                                    Spread Multiplier:                                         N/A
                                                                    Maximum Interest Rate, if any:                             N/A
Price to Public(%):                                 100.00          Minimum Interest Rate, if any:                             N/A
Underwriting Discount or Commission(%):               0.30          Interest Calculation Dates:          Per Prospectus Supplement
Proceeds to Company(%):                              99.70          Calculation Agent:                              Bank of Boston
                                                                    Interest Reset Dates:                Per Prospectus Supplement
_____ Zero-Coupon Note(s)                                           Interest Payment Period:                             Quarterly
_____ Fixed Rate Note(s)                                            Interest Rate Reset Period:                          Quarterly
_____ Commercial Paper Rate Note(s)                                 Interest Determination Dates:        Per Prospectus Supplement
_____ Prime Rate Note(s)
_____ CD Rate Note(s)                                               Index Maturity:                                       3 Months
_____ Federal Funds Effective Rate Note(s)                          
__X__ LIBOR Note(s)                                                 Redemption Date(s)(Option of Holder):                      N/A
_____ Treasury Rate Note(s)                                         Redemption Price(s)(Option of Holder)                        
_____ Other Interest Rate Basis                                        (if other than 100% of Principal 
                                                                            Amount):                                           N/A
                                                                    Redemption Date(s):                                        N/A
Regular Record Dates: 15 days prior to Interest                     Redemption Premium:                                        N/A
        Payment Dates
                                                                    Premium Reduction Amount:                                  N/A
Interest Payment Dates: Third Wednesday of March, 
        June, September and December, commencing 
        March 16, 1994                                                                                  
                                                                                                                                 
Initial Interest Rate:  To be determined                                                                                          
        February 8, 1994                                            Original Issue Discount Security:                          N/A
                                                                    _____ For Federal Income Tax Purposes                        
Currency or Currency Units                                          _____ Subject to Special Provisions                          
   (if other than U.S. dollars):                                    Issue Date for Calculating OID:                            N/A
                                                                    Original Issue Discount:                                   N/A
__X__ Book-Entry Note(s)                                            Original Issue Discount                                      
_____ Certificated Note(s)                                             Applicable to Short Accrual Period:                     N/A
                                                                       Computer under (exact_____)
                                                                       (approximate_____) method
Agents: J.P. Morgan Securities Inc. 
             ($50,000,000)                                          Yield to Maturity:                                         N/A
        Morgan Stanley & Co. Incorporated                           Default Rate (only applicable if OID Security):            N/A
             ($50,000,000)                                          Amortized Face Amount:                                     N/A
                                                                                                                                  


 
Redemption Price
The Redemption Price shall initially be 100% of the principal
amount of this Security plus the Redemption Premium, if any, and shall decline
at each anniversary of the Redemption Date by the annual Premium Reduction
Amount, if any, until the Redemption Price is 100% of such principal amount;
provided, however, that if this Security is an Original Issue Discount Security
subject to Special Provisions, the Redemption Price shall be the Amortized Face
Amount plus the Redemption Premium, if any, which shall decline at each
anniversary of the Redemption Date by the annual Premium Reduction Amount until
the Redemption Price equals the Amortized Face Amount.

Certain Interest Payments

If the Issue Date of the Notes offered hereby is after a Regular Record Date and
before the next succeeding Interest Payment Date, the first payment of interest
on each such Note shall be payable on the second Interest Payment Date following
such Issue Date to the Person in whose name each such Note is registered at the
close of business on the Regular Record Date immediately preceding such Interest
Payment Date.

Other Terms

With respect to the Notes offered hereby, for purposes of Section 11.01 of the
Indenture, "substantially all of its assets" shall mean, at any date, a portion
of the Company's non-current assets that represents at least 66-2/3% of the
total reported value of such assets as reflected in the Company's consolidated
balance sheet as of the end of the most recent quarterly period.

The three-month LIBOR Rate shall be determined by the Calculation Agent based on
Telerate page 3750, in accordance with the Prospectus Supplement.