Filed by USX Corporation
                           Pursuant to Rule 425 under the Securities Act of 1933
                                               Subject Company:  USX Corporation
                                            Registration Statement No. 333-71454

[Slide 1] - Competing in the Global Oil and Gas Business - Business Leaders
Spotlight Series - Southern Methodist University - October 18, 2001 - Clarence
Cazalot - President, Marathon Oil Company

[Slide 2] - Super-Majors Dominate in Reserves - 2000 Reserves Billions BOE
Bar Chart x-axis - XOM, RDS, BP, CHTX, TOT, P, OXY, UCL, MRO, AHC
          y-axis - 0 to 25 (increments of 5)

[Slide 3] - and in Market Value - Current Market Cap ($ bn)
Bar Chart x-axis - XOM, BP, RDS, TOT, CHTX, P, OXY, MRO, UCL, AHC
          y-axis - 0 to 350 (increments of 50)

[Slide 4] - Size Has Been Rewarded
Forward P/E Ratio as of First Quarter 1996
Bar chart x-axis - Total, Texaco, Chevron, Elf, Shell, Exxon, Mobil, Marathon,
Phillips, Amoco, Oxy, Arco, BP, AmHess
          y-axis - P/E Ratio ranging from 0 to 22.5 (2.5 increments)
Forward P/E Ratio to Date
Bar chart x-axis - Exxon, Total, Shell, BP, Chevron, Conoco, Phillips, AmHess,
Oxy, Marathon
          y-axis - P/E Ratio ranging from 0 to 22.5 (2.5 increments)

[Slide 5] - But Size Isn't the Only Answer! - Appreciation in Market
Capitalization
Scatter graph  x-axis - Market Cap ($Billion)
               y-axis - Market Cap Appreciation (5-years), %yr
"Super-Major" Class has higher market cap with lower market cap appreciation -
Differentiated Business Model has lower market cap with higher market cap
appreciation.

[Slide 6] - Different Business Models
-    Energy Value Chain

[Slide 7] - Different Business Models
-    Energy Value Chain
-    Demonstrated acquisition success

[Slide 8] - Different Business Models
-    Energy Value Chain
-    Demonstrated acquisition success
-    Unique exploration technology

[Slide 9] - Different Business Models
-    Energy Value Chain
-    Demonstrated acquisition success
-    Unique exploration technology
-    Dominant regional player

[Slide 10] - Different Business Models
-    Energy Value Chain
-    Demonstrated acquisition success
-    Unique exploration technology
-    Dominant regional player
-    Focus on less competitive areas

[Slide 11] - The key is to develop a uniquely advantaged opportunity to create
value!

[Slide 12] - Path Forward
-    Use smaller relative size to advantage

[Slide 13] - Impact on Reserve Base of a 400 MM BOE discovery under a typical
PSA at 50% Working Interest
Bar chart x-axis - Marathon, Major, Super Major
          y-axis - % Increase ranging from 0 to 8% (2% increments)

[Slide 14] - Path Forward
-    Use smaller relative size to advantage
-    Technical/financial strength of a major with the speed/agility of an
     independent

[Slide 15] - Path Forward
-    Use smaller relative size to advantage
-    Technical/financial strength of a major with the speed/agility of an
     independent
-    Leverage relationships/partnerships

[Slide 16] - National Oil Companies Control World's Resources
NOC Reserves - 60%
Full IOC Access Reserves - 19%
Reserves held by New Russian Companies - 13%
NOC Reserves (potential opening) - 8%

[Slide 17] - Path Forward
-    Use smaller relative size to advantage
-    Technical/financial strength of a major with the speed/agility of an
     independent
-    Leverage relationships/partnerships
-    Focus on few select regional areas

[Slide 18] - Build New Core Areas and Strengthen Existing Ones
map showing gas business and oil business

[Slide 19] - Can smaller companies compete?