1



                                                                   Exhibit 1


           Certificate                         Number of
              Number                            Shares
                R-1                            0,000,000


                                                        CUSIP NO. P96460103

                        Certificate Evidencing Shares
         8-3/4% Cumulative Monthly Income Preferred Shares, Series A
                                      of
                               USX CAPITAL LLC

USX Capital LLC, a limited life company organized under the laws of the
Turks and Caicos Islands (the "Company"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of 0,000,000 fully paid and non-assessable
shares of the 8-3/4% Cumulative Monthly Income Preferred Shares, Series A, of
the Company (the "Shares") transferable on the books and records of the
Company, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer.  The rights,
preferences and limitations of the Shares are set forth in, and this
Certificate and the Shares represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the resolutions of the
Manager of the Company authorizing the issuance of the Shares and determining
the preferred, deferred and other special rights and restrictions, regarding
dividends, voting, return of capital and otherwise, and other matters relating
to the Shares (the "Share Terms"), a copy of which is on file at the principal
offices of the Company and at the offices of Mellon Bank, N.A., the Registrar
and Transfer Agent for the Shares. The Company or the Registrar and Transfer
Agent will furnish a copy of such Share Terms to the Holder without charge upon
written request to the Company at its principal place of business or registered
office, as the case may be. Capitalized terms used herein but not defined shall
have the meaning given them in the Share Terms. The Holder is entitled to the
benefits of the Payment and Guarantee Agreement of USX Corporation dated March
3, 1994 (the "Guarantee") to the extent provided therein and is entitled to
enforce the rights of the Company under the Loan Agreement between the Company
and USX Corporation dated March 3, 1994 (the "Loan Agreement"), the Agreement
as to Expenses and Liabilities between the Company and USX Corporation dated 
March 3, 1994 (the "Expense Agreement") and the Keep Well Agreement between
the Manager of the Company and USX Corporation dated March 3, 1994 (the "Keep
Well Agreement"), in each case to the extent  provided therein. The Company
will furnish a copy of such Guarantee, Loan Agreement, Expense Agreement and
Keep Well Agreement to the Holder without charge upon written request to the
Company at its principal place of business or registered office.

The Holder, by accepting this Certificate, is deemed to have (i) agreed that
the Loans are subordinate and junior in right of payment to all Senior
Indebtedness as and to the extent provided in the Loan Agreement and (ii) agreed
that the Guarantee in subordinate and junior in right of payment to all
liabilities of USX Corporation and senior to the  most senior preferred or
preference stock of any series now or hereafter issued by USX Corporation and
senior to any guarantee now or hereafter entered into by USX Corporation in
respect of any preferred or preference stock of any affiliate of USX
Corporation, as and to the extent provided in the Guarantee.

IN WITNESS WHEREOF, this certificate has been signed on behalf of the Company
by its duly authorized Manager and countersigned by a duly authorized officer
of each of USX Corporation, as Guarantor and Mellon Bank, N.A., as Registrar
and Transfer Agent this 3rd day of March, 1994.

                                        USX CAPITAL LLC

                                        BY USX CAPITAL MANAGEMENT COMPANY,
                                           AS MANAGER

                                        By:______________________


BY MELLON BANK, N.A.,                   BY USX CORPORATION,
   AS REGISTRAR AND TRANSFER AGENT         AS GUARANTOR


By:_____________________                By: _____________________