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                                UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION


                            Washington, D.C. 20549


                       --------------------------------

                                   FORM 8-A


              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

                   PURSUANT TO SECTION 12(B) OR (g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


                               USX CAPITAL LLC
            (Exact name of registrant as specified in its charter)


                           Turks and Caicos Islands
                   (State of incorporation or organization)


                                  98-0137882
                     (IRS Employer Identification Number)

                             5555 San Felipe Road
                             Houston, Texas 77056
                  (Address of principal executive officers)


Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                     Name of each exchange on which
to be so registered                     each class of stock is to be registered

8-3/4% Cumulative Monthly Income        New York Stock Exchange
Preferred Shares, Liquidation
Preference $25 per share

Securities to be registered pursuant to Section 12(g) of the Act:

                                     NONE
                               (Title of Class)

_______________________________________________________________________________
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

  For a full description of up to 10,000,000 shares of the 8-3/4% Cumulative    
Monthly Income Preferred Shares, Series A (the "Shares'') being registered
hereby, reference is made to the information contained under the captions
"Description of Preferred Shares'' in the Prospectus dated February 22, 1994
which is included in the Registrant's Registration Statement on Form S-3 (File
No. 33-52287) and in the Prospectus Supplement dated February 24, 1994, filed
with the Securities and Exchange Commission pursuant to Rule 424(b) on February
25, 1994, under the Securities Act of 1933 as amended. The information
contained in the foregoing Registration Statement and Prospectus is
incorporated herein by reference.

ITEM 2. EXHIBITS

1. Specimen of global security representing the Shares.

2.1 Memorandum of Association of USX Capital LLC, incorporated herein by
reference to Exhibit 3.1 to the Registration Statement on Form S-3 (File No.
33-52287).

2.2 Articles of Association of USX Capital LLC, incorporated herein by
reference to Exhibit 3.2 to the Registration Statement on Form S-3 (File No.
33-52287).

2.3 Terms of the shares, incorporated herein by reference to Exhibit 4 to USX
Corporation's Current Report on Form 8-K dated February 24, 1994, filed with
the Securities and Exchange Commission on February 25, 1994 (File No. 1-5153).

2.4 Payment and Guarantee Agreement incorporated herein by reference to 
Exhibit 4.1 to the Registrant's Registration Statement on Form S-3 
(File No. 33-52287).

2.5 Loan Agreement, incorporated herein by reference to Exhibit 4.2 to the
Registration Statement on Form S-3 (File No. 33-52287).

2.6 Agreement as to Expenses and Liabilities, incorporated herein by reference
to Exhibit 4.3 to the Registration Statement on Form S-3 (File No. 33-52287).


2.7 Keep Well Agreement, incorporated herein by reference to Exhibit 4.4 to the
Registration Statement on Form S-3 (File No. 33-52287).

                                  SIGNATURE


    Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, USX Capital LLC has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                               USX CAPITAL LLC
                                 (Registrant)
                               By  USX Capital Management Company, as Manager


                                   /s/ Jerry Howard
                               By:_______________________
                                       Jerry Howard
                                       Treasurer


Dated: February 25, 1994