EXHIBIT 10(u)

                               January 27, 1997



Mr. John P. Surma
1356 High Oak Court
Pittsburgh, PA 15241

Dear Mr. Surma:

          This letter formally confirms, on behalf of the Marathon Group of USX
Corporation ("Marathon"), an offer of employment for the position of Senior Vice
President-Finance and Accounting, Marathon, which I am authorized by the USX
Board of Directors to extend to you. Significant aspects of Marathon's offer
include the following:

          1.  You will be paid, in equal monthly installments, an annual salary
of $250,000. In addition, you will be eligible to receive an annual performance
bonus, based upon your and Marathon's actual performance in each calendar year,
having a target award in any one year equal to 60% of your annual salary.

          2.  Should you accept this offer of employment, I will recommend to
the USX Compensation Committee that it approve, at its May, 1997 meeting, the
issuance to you, at the then current market price, of 50,000 stock option shares
of USX-Marathon Group stock, as well as 2,000 shares of USX-Marathon Group
restricted stock. Your entitlement to have the restricted stock issued to you
vest will be determined in accordance with the provisions of the USX 1990 Stock
Plan.

          3.  Marathon will pay on your behalf all dues and service charges
which you incur as a consequence of your continuing memberships in the Duquesne
Club and the St. Clair Country Club. In addition, upon your relocation to
Houston, Texas, Marathon will pay any initiation fees, and thereafter all annual
dues and service charges which you incur, in a Houston country club to be
determined by mutual agreement between us.

          4.  Immediately upon your commencement of actual employment with
Marathon, you will be credited with 15 years of continuous service for all
purposes in all Marathon pension plans applicable to executive officers.
Thereafter, you will accrue future service and benefits under Marathon pension
plans in accordance with the terms of the pension plan documents.


Mr. John P. Surma
January 27, 1997
Page 2



          5.  Should you accept this offer, your relocation from the Pittsburgh
area to the Houston area will be covered by and receive the benefits of
Marathon's management relocation policy, including the house purchase provisions
thereof.

          6.  As a Marathon executive employee, you will be eligible to
participate in all of Marathon's existing and future employee benefit programs
applicable to executive officers. In addition, you will: (1) receive one
comprehensive physical examination at Company expense in each calendar year in
accordance with Marathon's policy covering physical examinations of Marathon
executive officers; and (2) tax preparation and financial planning advice under
terms and conditions comparable to those applicable to USX executive management.

          7.  Upon your employment by Marathon, the USX Board of Directors will
extend to you a change in control agreement which, upon your acceptance thereof,
will provide you with earnings protection up to a maximum of three times your
annual salary and bonus should a change in control of USX, as defined in such
agreement, occur.

          Both Marathon and I believe that because of your extensive financial
background and personal qualities, you are an individual who can make a unique
and valuable contribution to Marathon's future success. I therefore hope, both
personally and for Marathon, that you will accept our offer of employment.

                                Sincerely,

                                /s/  Dan D. Sandman

                                Dan D. Sandman

P.S.  We have also agreed
      to 5 weeks paid vacation.

Accepted/  /s/  John P. Surma
               1/27/97