Filed by USX Corporation
                           Pursuant to Rule 425 under the Securities Act of 1933
                                        And deemed filed pursuant to Rule 14a-12
                                          Of the Securities Exchange Act of 1934
                                               Subject Company:  USX Corporation
                                                      Commission File No. 1-5153

[Slide 1] - U. S. Steel presentation by Thomas J. Usher to Sanford C. Bernstein
& Co., Inc. Strategic Decisions Conference on June 6, 2001.

[Slide 2] - U. S. Steel Group - A unit of USX Corporation [picture]

[Slide 3] - The forward-looking statements in my presentation address a variety
of subjects including, but not limited to, the shareholder vote on the
reorganization plan in the fourth quarter of this year, forecasted U. S. Steel
shipments, estimated financial effects of the VEBA (Voluntary Employment Benefit
Association) contribution, growth of the European economy, commercial
strategies, outlook for the domestic steel market, average natural gas prices
for the second quarter, and forecasted industry shipments and imports in
millions of tons.  In accordance with the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, USX has included in Form 10-K
for the year ended December 31, 2000, and subsequent reports on Forms 10-Q
and 8-K, cautionary statements identifying important factors, but not
necessarily all factors, that could cause actual results to differ materially
from those set forth in the forward-looking statements.

[Slide 4] - USX Corporate Structure - USX Corporation is made up of the U. S.
Steel Group and the Marathon Group.

[Slide 5] - USX Reorganization Plan - subject to shareholder approval
- -    April 24th:  USX Board of Directors authorized management to proceed with
     reorganization plans that would separate its steel & energy business -
     creating two independent companies - United States Steel Corporation &
     Marathon Oil Company
- -    Each keeps approximately the same assets & liabilities as now except for a
     $900 million value transfer from Marathon to U. S. Steel
- -    Management teams & site locations are expected to remain the same
- -    Shareholders will vote in the 4th quarter of this year
- -    No further details are available at this time

[Slide 6] - Today, U. S. Steel is the [picture] 9th largest global steel
producer & the largest North America integrated steel producer

[Slide 7] - U. S. Steel is fully-integrated
Raw Materials -> Finished Products [picture]

[Slide 8] - Raw Materials Businesses
- -    Minntac Iron Ore Facility
- -    Gary Works Coke Facility
- -    Clairton Coke Facility
- -    Pinnacle Coal Operations
- -    Oak Grove Coal Operations

[Slide 9] - Producing & Finishing Facilities
- -    Gary Works
- -    Mon Valley Works
- -    Fairless Works
- -    Fairfield Works

[Slide 10] - Tubular Operations
- -    Lorain, Ohio
- -    McKeesport, Pennsylvania
- -    Fairfield, Alabama

[Slide 11] - Plate Operations
- -    Gary Works

[Slide 12] - Tin Operations
- -    USS/Posco Industries
- -    Gary Works
- -    East Chicago
- -    Fairless Works

[Slide 13] - Other Major Steel Business Activities
- -    USS/Posco Industries
- -    Worthington Steel Processing
- -    Feralloy Processing Company
- -    Pro-Tec Coating Company
- -    Double Eagle Coating Company
- -    Olympic Laser Processing

[Slide 14] - Transportation - Transtar, Inc.
     [pictures of the railroads]
- -    Elgin, Joliet & Eastern Railway
- -    Birmingham Southern RR
- -    Warrior & Gulf Navigation
- -    Mobile River Terminal
- -    Union Railroad
- -    McKeesport Connecting RR

[Slide 15] - 2000 Shipments by products
- -    70% Sheet Products
- -    10% Tubular
- -    8% Plate
- -    6% Tin
- -    6% Non-Prime

[Slide 16] - U. S. Steel Shipments - 1995-2001 - (Millions of Net Tons)
- -    1995 - 11.4
- -    1996 - 11.4
- -    1997 - 11.6
- -    1998 - 10.7
- -    1999 - 10.6
- -    2000 - 11.1 (including USSK and Domestic)
- -    Forecast 2001 - 14.5 (including USSK and Domestic)

[Slide 17] - 2000 Shipments by Market (MNT) - Domestic
- -    45% Distributors, Service Centers & Converters
- -    31% Appliance, Industrial Machinery, & Construction
- -    24% Automotive

[Slide 18] - Financial Results

[Slide 19] - 2000 Financial Results
- -    Difficult Financial Year Due to:
     -    Dumped & Subsidized Steel - precluded anticipated recovery of prices
- -    Unusually high natural gas prices

[Slide 20] - Operational & Financial Factors ($ Millions)
                                   Year 2000      1 Qtr. 2001
Shipments - Domestic                10,756*         2,432*
Shipments - USSK                      317*           749*
Average Realized Price/Ton - Domestic $450           $439
Average Realized Price/Ton - USSK     $269           $293

Operating Profit (Loss)/Ton - Domestic $2           ($62)
Operating Profit (Loss)/Ton - USSK     $6            $55

Adjusted Net Income (Loss)            $77           ($98)
 - Per Diluted Share                  $.78         ($1.12)
Net Income (Loss)                    ($21)            $9
 - Per Diluted Share                 ($.33)          $.08

*Shipments in Thousands of Net Tons

[Slide 21] - Dividend Yield Comparison (as of May 23, 2001)
- -    On April 24th, a dividend of 10 cents per share on U. S. Steel Group Common
     Stock was announced, a decrease of 15 cents per share
- -    U. S. Steel              2.0%
- -    AK Steel                 1.9%
- -    Nucor                    1.4%
- -    Bethlehem Steel          0%
- -    National Steel           0%
- -    LTV                      0%
- -    S&P Average              1.4%

[Slide 22] - Other Key Financial Facts - Our Pension Plan is Fully-Funded

[Slide 23] - Other Key Financial Facts - VEBA
- -    Voluntary Employee Benefit Association
     -    Dedicated Trust to secure payment of heath care & life insurance
          benefits for our Union Retirees
- -    $500 million tax-deductible contribution to VEBA in December 2000
     -    Earned us the right to pay benefits from the VEBA Assets

[Slide 24] - Other Key Financial Facts - VEBA
2001 Estimated Financial Effects
- -    Reduced Other Post-Retirement expenses by approximately $37 million
- -    Increased Interest Expense by $30 million
- -    Reduced cash payments for benefits by approximately $138 million
- -    Under tax allocation policy, Steel received $175 million cash-flow benefit
     in 1st quarter 2001

[Slide 25] - Market Conditions

[Slide 26] - Domestic Steel Industry - Challenging Times
Plagued by Serious Conditions:
- -    Historically low prices
- -    Extremely high natural gas costs
- -    Massive levels of imports

[Slide 27] - Domestic Steel Prices at 20-Year Lows
Hot Roll Price Trend at 1st Quarter 2001 Averaged $227/Ton
Source: Purchasing Magazine

[Slide 28] - Domestic Steel Prices at 20-Year Lows
Cold Roll Price Trend at 1st Quarter 2001 Averaged $340/Ton
Source: Purchasing Magazine

[Slide 29] - Domestic Steel Prices at 20-Year Lows
Hot Dipped Galvanized Price Trend at 1st Quarter 2001 Averaged $347/Ton
Source: Purchasing Magazine

[Slide 30] - Price Leverage - Impact to U. S. Steel
$10/Ton Change in Price = $145 million in Operating Income OR $1.20 per share

[Slide 31] - Natural Gas - Avg. Price - 1999-2001
($/mmbtu)
1999      2.27
1Q 2000   2.52
2Q 2000   3.47
3Q 2000   4.27
4Q 2000   5.29
1Q 2001   7.09

Source: NYMEX

[Slide 32] - Natural Gas - Impact to U. S. Steel
$1/mmbtu = $50 million annual increased cost

[Slide 33] - Domestic Steel Market - Million Tons
1997 Shipments 106
     Imports   31.2
1998 Shipments 102
     Imports   41.5
1999 Shipments 106
     Imports   35.7
2000 Shipments 109
     Imports   38.7

Source: AISI

[Slide 34] - Recent Successful Trade Cases - Imports
- -    International Trade Commission Announced Duties on:
     -    Small & Large Diameter Seamless Pipe at 12% to 108%
     -    Cut-To-Length Plate at 3% to 73%
     -    Hot-Rolled & Strip at .45% to 240%
- -    Continuation of Previous Orders on:
     -    Corrosion Resistant
     -    Cut-To-Length Plate

[Slide 35] - Strategic Initiatives

[Slide 36] - Strategic Initiatives
- -    In Order to survive in this difficult environment, we are aggressively
     pursuing a number of strategic initiatives

[Slide 37] - Strategic Initiatives - Domestically
- -    We will continue to fight illegal imports
- -    We have expanded through acquisition of LTV Tin Operations
- -    We will pursue other opportunities

[Slide 38] - Strategic Initiatives - Imports
To Resolve our Import Crisis:
- -    We must continue to pressure the Government for a Comprehensive solution to
     Illegal Imports
- -    We must continue to utilize Trade Laws

[Slide 39] - Strategic Initiative - LTV Tin Acquisition - March 2001
- -    LTV Indiana Harbor Facility is an Ideal Fit with USS
- -    Located Within 10 Miles of USS Gary Works

[Slide 40] - Strategic Initiative - LTV Tin Acquisition - March 2001
- -    LTV's Indiana Harbor has Become USS's East Chicago Tin
     -    USS Tin Capacity Rose by Over 400,000 Tons
     [picture of coils]

[Slide 41] - Strategic Initiative - Other Business Opportunities
We are working on some new business opportunities that will:
- -    Leverage our in-house strengths in e-Business and Information Technology -
     We have a Robust Electronic Commerce Capability
- -    Better Serve the Marketplace

[Slide 42] - Strategic Initiatives - Internationally
How Does a 21st Century Steel Company compete in a dynamic Global Arena?

[Slide 43] - Customer Globalization
- -    US Manufacturers move to Mexico
- -    Customers also moving to South America, Southeast Asia and Central Europe
- -    Opportunity for Substantial Growth
- -    Lower cost of Manufacturing and Facility Construction
- -    Better Economic Returns

[Slide 44] - U. S. Steel Globalization Strategy
- -    Support Domestic Customers Abroad
     -    Economic Efficiencies
- -    Global Growth
- -    Better Financial Returns

[Slide 45] - U. S. Steel Globalization Strategy
- -    Broaden Customer Base
- -    Target Emerging Markets
     -    Value-Added Consumer Goods
- -    Ensure Favorable Returns for Shareholders

[Slide 46] - A Global Steel Company
- -    Acquisitions, Joint Ventures, and Strategic Alliances
- -    Must Produce other synergies within U. S. Steel
- -    Acceptable Risk Levels
     -    Political
     -    Market

[Slide 47] - Globalization Strategy - Recent Examples
     1998 - Acero Prime Joint Venture - Mexico
     1998 - VSZ U. S. Steel s.r.o. - Slovakia
     2000 - U. S. Steel Kosice s.r.o - Slovakia

[Slide 48] - International Joint Venture - Acero Prime
United States Steel International, Inc. / Feralloy Corp. / Intacero de Mexico -
San Luis Potosi, Mexico

[Slide 49] - International Joint Venture - Acero Prime
- -    Acero Prime offers:
     -    High-Quality Slitting
     -    Logistical Planning
     -    Warehouse for Just-In-Time Delivery
- -    Acero Prime primarily serves our appliance customers who operate in Mexico

[Slide 50] - International Joint Venture
- -    In the Mexican "Golden Triangle" - Monterrey, Guadalajara, & Mexico City
- -    Acero Prime Location
- -    [map of Mexico]

[Slide 51] - International Joint Venture - Acero Prime
- -    U. S. Steel's Presence in Mexico's Appliance Business
     -    94% of U.S. Shipments
     -    47% of All Steel Consumed
    [picture of worker]

[Slide 52] - VSZ U. S. Steel s.r.o. - 50/50 Joint Venture as of January 1998
[map of Slovak Republic]
- -    Produces and Markets Tin Mill Products

[Slide 53] - VSZ U. S. Steel s.r.o. - 50/50 Joint Venture as of January 1998
[picture of plant]
- -    340,000 MT High-Quality Tin Product

[Slide 54] - VSZ Steel Acquisition - November 2000
A Perfect Fit With Globalization Strategy
[picture of plant]
- -    Over 50% the Size of Gary Works on Raw Steel Basis

[Slide 55] - Slovakia
[maps and picture of Slovakia]

[Slide 56] - Slovakia Facts
- -    Population               5.4 Million People
- -    Average Density          65 Inhab./Sq. Mile
- -    GDP Annual Growth        5.9%
- -    Highly Industrialized
     -    Mechanical Industry 11%
     -    Metallurgy          16%  (Shares on
     -    Energy              13%    GDP
     -    Food                15%    creation)
     -    Chemicals           11%
- -    Average Wage             2,500 USD/year
- -    Unemployment             18-20%
- -    Bratislava - Capital

[Slide 57] - About U. S. Steel Kosice
     [picture of plant]
- -    Location                      Kosice, Slovakia
- -    Construction Began            1959
- -    All Facilities Operational    1969
- -    Privatized                    1995
- -    Employment Level              16,100

[Slide 58] - About U. S. Steel Kosice
- -    Largest Integrated Flat Rolled Producer in Central Europe
- -    4.5 Million Net Tons/Year Raw Steel
- -    Strategic Raw Materials From Poland, Czech Republic and Ukraine

[Slide 59] - Market Conditions - Central Europe
- -    Growth of European Economy is Slowing
- -    Prices Off Since Mid-2000
- -    Central Europe Steel Demand Rising
- -    Manufacturers Move to Central Europe
- -    Currency Fluctuations Can Impact Financial Performance

[Slide 60] - 2000 PRODUCT SHIPMENTS - Percent
- -    39% Central Europe
- -    29% European Union
- -    17% Slovakia
- -    14% Outside of Europe

[Slide 61] - Commercial Strategies
- -    Serve Existing Customers in Central Europe
- -    Deal Directly With End Customer
- -    Provide Excellent Customer Service
- -    Shift to Value Added Products

[Slide 62] - Examples of U. S. Steel Customers - Operating in Marketing Region
Serving Existing         [map of
Customers in             Europe]
Central Europe
- -    Includes a list of customers and their locations
- -    375 Mile Radius

[Slide 63] - U. S. Steel Kosice Employees
- -    Well Educated Workforce
- -    Lower Wage Rates
- -    Language Barrier Less Than Expected
- -    Trade Union Relations are Good
- -    Government Agreement Prohibits Layoffs
- -    Management Team - 18 Expats and 22 Slovaks With 840 Years of Experience

[Slide 64] - U. S. Steel Kosice s.r.o.
[map of world]
- -    Unique Fit With Our Globalization Strategy

[Slide 65] - 2001 Outlook

[Slide 66] - Domestic Steel Market - Outlook for 2001
- -    Market Experts Expect:
     -    An Economic Growth Rate of 2%
     -    Lower Natural Gas Costs
     -    Continued Import Problems

[Slide 67] - Gross Domestic Product - 2000-2002
Seasonally Adjusted Annual Rates
1Q 2000   4.8
2Q 2000   5.6
3Q 2000   2.2
4Q 2000   2.2
Avg.      5.0

1Q 2001   1.3
2Q 2001   1.5
3Q 2001   2.3
4Q 2001   2.9
Avg.      2.0

1Q 2002   3.4
2Q 2002   3.5
3Q 2002   3.5
4Q 2002   3.4
Avg.      3.1

Source: Blue Chip

[Slide 68] - Natural Gas - Avg. Price - 1999-2001
($/mmbtu)
1999           2.27
1Q 2000        2.52
2Q 2000        3.47
3Q 2000        4.27
4Q 2000        5.29
1Q 2001        7.09
Forecast 2Q 2001    4.67

Source: NYMEX

[Slide 69] - Domestic Steel Market - Million Tons
1997           Shipments 106
               Imports   31.2
1998           Shipments 102
               Imports   41.5
1999           Shipments 106
               Imports   35.7
2000           Shipments 109
               Imports   38.7
Forecast 2001  Shipments 106
               Imports   33.9

Source: AISI & USS Marketing Research

[Slide 70] - U. S. Steel Shipments - 1995-2001 - (Millions of Net Tons)
- -    1995 - 11.4
- -    1996 - 11.4
- -    1997 - 11.6
- -    1998 - 10.7
- -    1999 - 10.6
- -    2000 - 11.1 (including USSK and Domestic)
- -    Forecast 2001 - 14.5 (including USSK and Domestic)

[Slide 71] - Specific Markets 2001 - Automotive
- -    Industry-Wide Production Cuts of About 10%
- -    Despite Cuts, on Track for 3rd or 4th Best Sales Year Ever

[Slide 72] - Specific Markets 2001 - Appliances
- -    Industry Calling for Rebound in the 2nd Half of 2001
     -    Housing Starts Remain Strong
     -    Uncertainty of Economy has Hurt the Remodeling End

[Slide 73] - Specific Markets 2001 - Tubular
- -    Domestic Rig Count at 1,262
- -    International Rig Count at 742
- -    Canadian Rig Count at 263
- -    All Up From Last Year

[Slide 74] - Specific Markets 2001 - Service Centers
- -    Inventory Levels Improving
- -    Average Days Supply Remains Above Normal Levels
- -    Industry Experts Predict Modest Price Increases in the 2nd Half

[Slide 75] - U. S. Steel Competitive Strengths
- -    Broad Product Line
- -    Strong Balance Sheet
- -    Fully-funded Pension Plan
- -    Sales to All Three Major Auto Companies
- -    Raw Materials Business
- -    Tubular Business
- -    U. S. Steel Kosice
- -    U. S. Steel Reputation

[Slide 76] - U. S. Steel