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EXHIBIT 10(b)
                                 USX CORPORATION
                       ANNUAL INCENTIVE COMPENSATION PLAN
                            AS AMENDED MARCH 26, 1991
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1.     PURPOSE OF THE PLAN

       The objectives of the Plan are to advance the interests of the
       Corporation and its shareholders by providing officers and key employees
       incentive opportunities in order that the Corporation might attract,
       retain and motivate outstanding personnel by:

       a)     providing compensation opportunities which are competitive with
              those of other major corporations of comparable size and in
              similar businesses;

       b)     supporting the Corporation's goal-setting and strategic planning
              process; and

       c)     motivating officers and key employees to achieve annual business
              goals and contribute to team performance by allowing them to share
              in the risks and rewards of the business.

2.     ADMINISTRATION

       This Plan shall be administered by the Compensation Committee of the
       Board of Directors, which shall consist of not less than three directors
       of the Corporation who are appointed by the Board of Directors and who
       shall not be, and shall not have been, an officer or an employee of the
       Corporation. The Committee is authorized to interpret the Plan, to
       prescribe, amend and rescind rules and regulations relating to it, to
       delegate the granting of awards (other than to the Officer-Directors)
       pursuant to guidelines established from time to time by the Committee,
       and to make all other determinations necessary for its administration.

3.     ELIGIBILITY FOR PARTICIPATION

       Employees of the Corporation eligible to receive incentive compensation
       under the Plan are those in responsible positions whose performance may
       affect the Corporation's success.

4.     AMOUNT AVAILABLE FOR PLAN

       The Board of Directors, upon the recommendation of the Compensation
       Committee, shall determine the aggregate amount which may be awarded with
       respect to each year. Any amount not so awarded with respect to a year
       may be carried forward for awards in subsequent years.


5.     AWARDS

       Within the limits of the Plan, annual incentive awards stated in dollars
       may be made to any or all eligible participants. Determinations as to
       participation and award level shall be made on the basis of the
       positions, responsibilities and accomplishments of the eligible
       employees; the performance of the respective individuals, divisions,
       departments and subsidiaries of the Corporation; the overall performance
       and best interests of the Corporation; and, with respect to participants
       other than the Chairman, the recommendations of the Chairman; and other
       pertinent factors; such factors to be given such weight as is deemed
       appropriate. The guidelines established by the Compensation Committee
       shall provide that no participant shall receive an incentive award in
       excess of 75% of his annual base salary; any exceptions to this limit
       shall be specifically approved by the Compensation Committee. If a
       participant retires during the year with respect to which awards are
       made, the Committee may grant him an award, but it shall be prorated
       based on the number of months of active employment. If a participant dies
       during the year, the Committee may grant a prorated award to the
       employee's estate.


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EXHIBIT 10(b) (CONTD.)



6.     PAYMENT OF AWARDS

       In its discretion, the Compensation Committee may permit participants in
       the Plan to defer the receipt of all or any part of any award granted
       under the Plan for such period and under such conditions as the Committee
       may determine, including the payment of interest on deferred awards if
       the Committee so determines. Unless receipt is deferred, all awards will
       be paid in cash as soon as practicable following the grant. No award will
       be considered as part of a participant's salary and no award shall be
       used in the calculation of any other pay, allowance or benefit except for
       benefits under the Supplemental Pension Program. No award will be paid to
       a person who quits or is discharged prior to payment of the award.

7.     EFFECTIVE DATE; AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

       This Plan became effective as of January 1, 1984.

       The Board of Directors may, from time to time, amend, suspend or
       terminate the Plan in whole or in part. If it is suspended or terminated,
       the Board of Directors may reinstate any or all of the provisions of the
       Plan.


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