SECURITIES AND EXCHANGE
COMMISSION Washington, DC
20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) USX - MARATHON GROUP (Name of Issuer)
Subordinated Debenture Cv 7% 2017 (Title of Class of
Securities)
902905AF5
(CUSIP Number)
Check the following box if a fee is being paid with this
statement. X
(A fee is not required only if the filing person:  (1) has a
previous
statement on file reporting beneficial ownership of more
than five percent of
the class of securities described in Item 1; and (2) has
filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of
such class).  (See Rule 13d-7).
The remainder of this cover page shall be filled out for a
reporting person's
initial filing on this form with respect to the subject
class of securities,
and for any subsequent amendment containing information
which
would alter the disclosures provided in the prior coverage
page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject
to the
liabilities of that section of the Act but shall be subject
to all other
provisions of the Act (however, see the Notes).
(Continued on following pages(s))
Page 1 of 13 Pages
CUSIP NO.
902905AF5
13G
1
NAME OF REPORTING PERSON
NationsBank Corporation
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
56-0906609
2
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
(b)
X
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
24,169,000
6 SHARED VOTING POWER
87,000
7
SOLE DISPOSITIVE POWER
16,374,000
8
SHARED DISPOSITIVE POWER
137,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 24,286,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES *
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 10.2
12
TYPE OF REPORTING PERSON *
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 13 Pages
CUSIP NO.
902905AF5
13G
1
NAME OF REPORTING PERSON
Sovran Capital Management, Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
2
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
(b)
X
3
SEC USE
ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5
SOLE VOTING POWER
25,000
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
25,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
25,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES *
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
9
.0
12
TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTION BEFORE FILLING
OUT!
Page 3 of 13 Pages
CUSIP NO.
902905AF5
13G
1
NAME OF REPORTING PERSON
N.B. Holdings Corporation
S.S. OR I.R.S. IDENTIFICATION
NO.
OF ABOVE PERSON
2
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
(b)
X
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF
ORGANIZATION
North Carolina Corporation
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
24,144,000
 6
SHARED VOTING POWER
87,000
7
SOLE DISPOSITIVE POWER
16,374,000
8
SHARED DISPOSITIVE POWER
112,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 24,261,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES *
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 10.2
12
TYPE OF REPORTING PERSON *
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 13 Pages
CUSIP NO.
902905AF5
13G
1
NAME OF REPORTING PERSON
NationsBank of Georgia, N.A.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
2
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
(b)
X
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S. National Banking Association
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5
SOLE VOTING POWER
25,000
 6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
25,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 25,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES *
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
.0
12
TYPE OF REPORTING PERSON *
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 5 of 13 Pages
CUSIP NO.
902905AF5
13G
1
NAME OF REPORTING PERSON
NationsBank of North Carolina, N.A.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
2
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP*
(a)
(b)
X
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S. National Banking
Association
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
129,000
 6 SHARED VOTING POWER
77,000
7
SOLE DISPOSITIVE POWER
159,000
8
SHARED DISPOSITIVE POWER
77,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
236,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES *
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
9
.1
12
TYPE OF REPORTING PERSON *
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 6 of 13 Pages
CUSIP NO.
902905AF5
13G
1
NAME OF REPORTING PERSON
NationsBank of Virginia, N.A.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
2
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)

(b)
X
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF
ORGANIZATION U.S. National
Banking Association
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
90,000
6 SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
90,000
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 90,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES *
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
.0
12
TYPE OF REPORTING PERSON *
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 7 of 13 Pages
CUSIP NO.
902905AF5
13G
1
NAME OF REPORTING PERSON
NationsBank Texas
Bancorporation, Inc.
S.S. OR I.R.S. IDENTIFICATION
NO.
OF ABOVE PERSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
(b)
X
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5
SOLE VOTING POWER
23,900,000
6 SHARED VOTING POWER
10,000
7
SOLE DISPOSITIVE POWER
16,125,000
8
SHARED DISPOSITIVE POWER
10,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
23,910,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES *
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
9
10.1
12
TYPE OF REPORTING PERSON *
HC
*SEE INSTRUCTION BEFORE FILLING
OUT!
Page 8 of 13 Pages
CUSIP NO.
902905AF5
13G
1
NAME OF REPORTING PERSON
NationsBank of Texas, N.A.
S.S. OR I.R.S. IDENTIFICATION
NO.
OF ABOVE PERSON
2
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
(b)
X
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S. National Banking
Association
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
23,900,000
6 SHARED VOTING POWER
10,000
7
SOLE DISPOSITIVE POWER
16,125,000
8
SHARED DISPOSITIVE POWER
10,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 23,910,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES *

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.1
12
TYPE OF REPORTING PERSON *
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 9 of 13 Pages
SCHEDULE 13G
Item 1(a)       Name of Issuer:
USX - Marathon Group
Item 1(b)     Address of Issuer's Principal Executive
Offices:
600 Grant Street
Room 611
Pittsburgh, PA  15219-4776
Item 2(a)       Name of Person(s) Filing:
(a)  NationsBank Corporation
(b)  Sovran Capital Management, Inc.
(c)  N.B. Holdings Corporation
(d)  NationsBank of Georgia, N.A.
(e)  NationsBank of North Carolina, N.A.
(f)  NationsBank of Virginia, N.A.
(g)  NationsBank Texas Bancorporation, Inc.
(h)  NationsBank of Texas, N.A.
Item 2(b)       Address of Principal Business
Office or, if none, Residence:
(a)  NationsBank Plaza, Charlotte, North Carolina
28255
(b)  111 East Main Street, Richmond, Virginia
23219
(c)  NationsBank Plaza, Charlotte, North Carolina
28255
(d)  600 Peachtree Street, NE, 55th Floor,
Atlanta, GA  30308
(e)  NationsBank Plaza, Charlotte, NC  28255
(f)  12th and Main Streets, Richmond, VA  23219
(g)  NationsBank Plaza, Charlotte, NC  28255
(h)  901 Main Street, Dallas, TX  75202
Item 2(c)       Citizenship:
(a)  North Carolina Corporation
(b)  Virginia Corporation
(c)  North Carolina Corporation
(d)  U.S. National Banking Association
(e)  U.S. National Banking Association
(f)  U.S. National Banking Association
(g)  Delaware Corporation
(h)  U.S. National Banking Association
Item 2(d)       Title of Class of Securities:
Subordinated Convertible Debenture 7% due 2017
Item 2(e)    CUSIP Number: 902905AF5
Page 10 of 13 Pages
Item 3          If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a)
Broker or Dealer registered under Section 15 of the Act
(b)
X
Bank as defined in Section 3(a)(6) of the Act
(c)
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
Investment Company registered under Section 8 of the Investment Company
Act
(e)
Investment Advisor registered under Section 203 of the
Investment Advisors Act of 1940
(f)
Employee Benefit Plan, Pension Fund which is subject to the provisions of
the
Employee Retirement Income Security Act of 1974 or Endowment Fund; see
Sub-section 240.13d-1(b)(1)(ii)(F)
(g)
X
Parent Holding Company in accordance with Sub-section 240.13d-1(b)(ii)(G)
(Note:  See Item 7)

(h)
X
Group, in accordance with Sub-section
240.13d1(b)(1)(ii)(H)
The following entities are holding companies:
NationsBank Corporation
N.B. Holdings Corporation
NationsBank Texas Bancorporation,
Inc.
The following entities are banks:
NationsBank of Georgia, N.A.
NationsBank of North Carolina, N.A.
NationsBank of Texas, N.A.
NationsBank of Virginia, N.A.
The following entities are registered
investment advisors:
Sovran Capital Management, Inc.
Item 4          Ownership:
With respect to the beneficial ownership of the reporting entity as of
July 31, 1994, see Items 5 through 11, inclusive, of the respective
cover
pages of this Schedule 13G applicable to such entity which are
incorporated
herein by reference.
Item 5          Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6          Ownership of More Than Five Percent on Behalf of
Another
Person: The reported shares are held in various fiduciary accounts, and
accordingly, dividends, and the proceeds of such shares, are payable to
other
persons, including such accounts, the beneficiaries or settlors thereof
or
a combination of such persons.  In certain instances, other persons
(including
beneficiaries and settlors) may be deemed to have the power to direct
receipt
of dividends or the proceeds of the sale of shares reported herein.  To
the
best of the undersigned's knowledge and belief, no one other person has
such
an
Page 11 of 13 Pages
economic interest relating to more than 5% of the class of reported
shares.
Item 7   Identification and Classification of the Subsidiary Which
Acquired
the Security Being Reported on By the Parent Holding Company:
Pursuant to Rule 13d-1(b)(1)(ii)(G) of the Securities
Exchange Act of 1934,
NationsBank Corporation is filing this Schedule 13G as a
parent holding
company of the following:
a.      N.B. Holdings Corporation, which is a holding
company of its
subsidiaries, NationsBank of Georgia, N.A.
NationsBank of North Carolina, N.A.
NationsBank of Virginia, N.A.
classifiable under Item 3(b) as Banks as defined in
Section 3(a)(6) of the
Securities Exchange Act of 1934.
b.      N.B. Holdings Corporation, which is a holding
company of its
subsidiary, NationsBank Texas Bancorporation, Inc., which
is a holding company
of its subsidiary, NationsBank of Texas, N.A.,
classifiable under
Item 3(b) as a Bank as defined in Section 3(a)(6) of the
Securities Exchange
Act of 1934.
c.      Sovran Capital Management, Inc., a registered
investment advisor under
the Investment Advisors Act of 1940.
Item 8          Identification and Classification of
Members of the Group:
Except for the relationships referred to in Item 7 hereof,
the reporting
entities do not affirm the existence of a group.  This
Form is filed on behalf
of each of the entities listed in Item 2(a) hereof.
Item 9          Notice of Dissolution of Group:
Not Applicable
Item 10         Certification:
By signing below, I certify that, to the best of my
knowledge and belief, the
securities referenced to the above were acquired in the
ordinary course of
business and were not acquired for the purpose of and do
not have the effect of
changing or influencing the control of the issuer of such
securities and were
not acquired in connection with or as a participant in any
transaction having
such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify
that the information set forth in this statement is true,
complete and correct.
NATIONSBANK CORPORATION
SOVRAN CAPITAL MANAGEMENT, INC.
Page 12 of 13 Pages
N.B. HOLDINGS CORPORATION
NATIONSBANK OF GEORGIA, N.A.
NATIONSBANK OF NORTH CAROLINA, N.A.
NATIONSBANK OF VIRGINIA, N.A.
NATIONSBANK TEXAS BANCORPORATION, INC.
NATIONSBANK OF TEXAS, N.A.
Date:
By:
Signature
Linda M. Reavis/Vice President
Name/Title
Page 13 of 13 Pages