8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549


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

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

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

                Date of Report (Date of earliest event reported):
                                November 5, 2001


                                 USX CAPITAL LLC
 -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


   Turks and Caicos            1-11303               98-0137882
       Islands
---------------------- ----------------------    -------------------
   (State or other        (Commission File          (IRS Employer
   jurisdiction of             Number)           Identification No.)
    incorporation)

5555 San Felipe Road, Houston, TX                 77056
---------------------------------              ----------
 (Address of principal executive               (Zip Code)
             offices)

                                 (713) 296-4013
                         ------------------------------
                         (Registrant's telephone number,
                              including area code)
 2

Item 5. Other Events

USX Capital LLC is furnishing information for the November 5, 2001 press release
titled "USX Capital LLC Calls Its MIPS".  Attached is a copy of the press
release in substantially the form released.

Item 7. Financial Statements and Exhibits

     (c)  Exhibits

         99.1.     Press Release - "USX Capital LLC Calls Its MIPS"


                                    SIGNATURE

     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 hereunto duly authorized.

USX CAPITAL LLC
(Registrant)

By USX CAPITAL MANAGEMENT COMPANY
as Manager


By   /s/ M. A. Bliss
     ---------------------------
     M. A. Bliss
     Treasurer



Dated:  November 6, 2001

EX-99.1.

                                                                   Exhibit 99.1.

                        USX CAPITAL LLC CALLS ITS "MIPS"

     PITTSBURGH, Nov. 5 -- USX Corporation announced today that its wholly owned
subsidiary, USX Capital LLC, has called for redemption on December 31, 2001 all
of the then outstanding  8.75% Cumulative Monthly Income Preferred Shares,
Series A ("MIPS") (NYSE: XLC_p).  On the redemption date, USX Capital LLC will
pay $25.18 per share reflecting the redemption price of $25 per share, plus a
cash payment for accrued but unpaid dividends through the redemption date.
After the redemption date, the MIPS will cease to accrue dividends and will only
represent the right to receive the redemption price.  The MIPS  were issued in
book entry form only through The Depositary Trust Company ("DTC") and the
redemption price will be paid through DTC, which in accordance with its
procedures will make payment to its member securities brokers and dealers,
banks, trust companies, and clearing corporations.
     The MIPS are the subject of a previously announced exchange offer by United
States Steel LLC, currently a wholly owned subsidiary of USX Corporation,
pursuant to which United States Steel LLC is offering to exchange $25 principal
amount of its 10% Senior Quarterly Income Debt Securities due 2031 ("SQUIDS")
for each validly tendered and accepted MIPS of USX Capital LLC, up to a maximum
face amount of $161 million of MIPS, plus a cash payment for accrued but unpaid
dividends.  This exchange offer is being made only through a registration
statement, tender offer statement and prospectus.  The Securities and Exchange
Commission ("SEC") has not declared the registration statement effective.
Beneficial owners of MIPS of USX Capital LLC who decide to participate in the
exchange offer should contact Goldman, Sachs & Co., the Dealer Manager for the
exchange offer, or their own broker, dealer, bank, trust company or other
financial advisors.
                                      -o0o-

     This press release does not constitute an offer to sell or a solicitation
of an offer to exchange any security.  A registration statement and a tender
offer statement relating to these securities have been filed with the SEC, but
the registration statement has not yet become effective.  These securities may
not be sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective.  This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be any sale of
these securities, in any State in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such State.

     Holders of any of the securities that are the subject of the exchange
offers are advised to read the registration and tender offer statements because
they contain important information.  Such holders may obtain a free copy of the
registration and tender offer statements, prospectus and other documents filed
by USX Corporation and United States Steel LLC with the Securities and Exchange
Commission, at the Securities and Exchange Commission's website at
http://www.sec.gov/.  After the registration statement becomes effective, such
holders may also obtain a free copy of the prospectus contained in the
registration and tender offer statements from USX Corporation, Shareholder
Services, 600 Grant Street, Room 611, Pittsburgh, PA 15219-4776.  Phone (412)
433-4801, (866) 433-4801 (toll free), (412) 433-4818 (fax).