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                                                                     Exhibit 24


                               POWER OF ATTORNEY


                        KNOW ALL MEN BY THESE PRESENTS:


        That the undersigned does hereby make, constitute and appoint Timothy 
G. Rupert and R. M. Hays, or either of them, my true and lawful 
attorneys-in-fact to sign and execute for me and on my behalf a registration 
statement or statements on Form S-3, or on such form as the Securities and 
Exchange Commission shall deem appropriate, and any and all amendments thereto, 
to be filed with the Securities and Exchange Commission pursuant to the 
Securities Act of 1933, as amended, in such form as they or any one or more of 
them may approve, and to do any and all other acts which said attorney-in-fact 
may deem necessary or desirable to enable RMI Titanium Company to comply with 
said Act and the rules and regulations thereunder in connection with the 
registration by RMI Titanium Company of shares of its common stock owned by USX 
Corporation ("USX") to be offered as exchangeable in connection with USX's Debt 
Exchangeable for Common Stock offering.

        IN WITNESS WHEREOF, I have hereunto set my hand and seal this 7th day 
of November, 1996.


                                                 /s/ L. FREDERICK GIEG, JR.
                                                 --------------------------
                                                     L. Frederick Gieg, Jr.

   2
                               POWER OF ATTORNEY


                        KNOW ALL MEN BY THESE PRESENTS:


        That the undersigned does hereby make, constitute and appoint L. 
Frederick Gieg, Jr. and R. M. Hays, or either of them, my true and lawful 
attorneys-in-fact to sign and execute for me and on my behalf a registration 
statement or statements on Form S-3, or on such form as the Securities and 
Exchange Commission shall deem appropriate, and any and all amendments thereto, 
to be filed with the Securities and Exchange Commission pursuant to the 
Securities Act of 1933, as amended, in such form as they or any one or more of 
them may approve, and to do any and all other acts which said attorney-in-fact 
may deem necessary or desirable to enable RMI Titanium Company to comply with 
said Act and the rules and regulations thereunder in connection with the 
registration by RMI Titanium Company of shares of its common stock owned by USX 
Corporation ("USX") to be offered as exchangeable in connection with USX's Debt 
Exchangeable for Common Stock offering.

        IN WITNESS WHEREOF, I have hereunto set my hand and seal this 7th day 
of November, 1996.


                                                 /s/ TIMOTHY G. RUPERT
                                                 ---------------------
                                                     Timothy G. Rupert

   3
                               POWER OF ATTORNEY


                        KNOW ALL MEN BY THESE PRESENTS:


        That the undersigned does hereby make, constitute and appoint Timothy 
G. Rupert, L. Frederick Gieg, Jr., R. M. Hays, or any one of them, my true and 
lawful attorneys-in-fact to sign and execute for me and on my behalf a 
registration statement or statements on Form S-3, or on such form as the 
Securities and Exchange Commission shall deem appropriate, and any and all 
amendments thereto, to be filed with the Securities and Exchange Commission 
pursuant to the Securities Act of 1933, as amended, in such form as they or any 
one or more of them may approve, and to do any and all other acts which said 
attorney-in-fact may deem necessary or desirable to enable RMI Titanium Company 
to comply with said Act and the rules and regulations thereunder in connection 
with the registration by RMI Titanium Company of shares of its common stock 
owned by USX Corporation ("USX") to be offered as exchangeable in connection 
with USX's Debt Exchangeable for Common Stock offering.

        IN WITNESS WHEREOF, I have hereunto set my hand and seal this 11th day 
of November, 1996.


                                                 /s/ CRAIG R. ANDERSSON
                                                 ----------------------
                                                     Craig R. Andersson

   4
                               POWER OF ATTORNEY


                        KNOW ALL MEN BY THESE PRESENTS:


        That the undersigned does hereby make, constitute and appoint Timothy 
G. Rupert, L. Frederick Gieg, Jr., R. M. Hays, or any one of them, my true and 
lawful attorneys-in-fact to sign and execute for me and on my behalf a 
registration statement or statements on Form S-3, or on such form as the 
Securities and Exchange Commission shall deem appropriate, and any and all 
amendments thereto, to be filed with the Securities and Exchange Commission 
pursuant to the Securities Act of 1933, as amended, in such form as they or any 
one or more of them may approve, and to do any and all other acts which said 
attorney-in-fact may deem necessary or desirable to enable RMI Titanium Company 
to comply with said Act and the rules and regulations thereunder in connection 
with the registration by RMI Titanium Company of shares of its common stock 
owned by USX Corporation ("USX") to be offered as exchangeable in connection 
with USX's Debt Exchangeable for Common Stock offering.

        IN WITNESS WHEREOF, I have hereunto set my hand and seal this 7th day 
of November, 1996.


                                                 /s/ NEIL A. ARMSTRONG
                                                 ---------------------
                                                     Neil A. Armstrong
   5
                               POWER OF ATTORNEY


                        KNOW ALL MEN BY THESE PRESENTS:


        That the undersigned does hereby make, constitute and appoint Timothy 
G. Rupert, L. Frederick Gieg, Jr., R. M. Hays, or any one of them, my true and 
lawful attorneys-in-fact to sign and execute for me and on my behalf a 
registration statement or statements on Form S-3, or on such form as the 
Securities and Exchange Commission shall deem appropriate, and any and all 
amendments thereto, to be filed with the Securities and Exchange Commission 
pursuant to the Securities Act of 1933, as amended, in such form as they or any 
one or more of them may approve, and to do any and all other acts which said 
attorney-in-fact may deem necessary or desirable to enable RMI Titanium Company 
to comply with said Act and the rules and regulations thereunder in connection 
with the registration by RMI Titanium Company of shares of its common stock 
owned by USX Corporation ("USX") to be offered as exchangeable in connection 
with USX's Debt Exchangeable for Common Stock offering.

        IN WITNESS WHEREOF, I have hereunto set my hand and seal this 8th day 
of November, 1996.


                                                 /s/ DANIEL I. BOOKER
                                                 --------------------
                                                     Daniel I. Booker
   6
                               POWER OF ATTORNEY


                        KNOW ALL MEN BY THESE PRESENTS:


        That the undersigned does hereby make, constitute and appoint Timothy 
G. Rupert, L. Frederick Gieg, Jr., R. M. Hays, or any one of them, my true and 
lawful attorneys-in-fact to sign and execute for me and on my behalf a 
registration statement or statements on Form S-3, or on such form as the 
Securities and Exchange Commission shall deem appropriate, and any and all 
amendments thereto, to be filed with the Securities and Exchange Commission 
pursuant to the Securities Act of 1933, as amended, in such form as they or any 
one or more of them may approve, and to do any and all other acts which said 
attorney-in-fact may deem necessary or desirable to enable RMI Titanium Company 
to comply with said Act and the rules and regulations thereunder in connection 
with the registration by RMI Titanium Company of shares of its common stock 
owned by USX Corporation ("USX") to be offered as exchangeable in connection 
with USX's Debt Exchangeable for Common Stock offering.

        IN WITNESS WHEREOF, I have hereunto set my hand and seal this 9th day 
of November, 1996.


                                                 /s/ RONALD L. GALLATIN
                                                 ----------------------
                                                     Ronald L. Gallatin
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                               POWER OF ATTORNEY


                        KNOW ALL MEN BY THESE PRESENTS:


        That the undersigned does hereby make, constitute and appoint Timothy 
G. Rupert, L. Frederick Gieg, Jr., R. M. Hays, or any one of them, my true and 
lawful attorneys-in-fact to sign and execute for me and on my behalf a 
registration statement or statements on Form S-3, or on such form as the 
Securities and Exchange Commission shall deem appropriate, and any and all 
amendments thereto, to be filed with the Securities and Exchange Commission 
pursuant to the Securities Act of 1933, as amended, in such form as they or any 
one or more of them may approve, and to do any and all other acts which said 
attorney-in-fact may deem necessary or desirable to enable RMI Titanium Company 
to comply with said Act and the rules and regulations thereunder in connection 
with the registration by RMI Titanium Company of shares of its common stock 
owned by USX Corporation ("USX") to be offered as exchangeable in connection 
with USX's Debt Exchangeable for Common Stock offering.

        IN WITNESS WHEREOF, I have hereunto set my hand and seal this 7th day 
of November, 1996.


                                                 /s/ JOHN H. ODLE
                                                 ----------------------
                                                     John H. Odle
   8
                               POWER OF ATTORNEY


                        KNOW ALL MEN BY THESE PRESENTS:


        That the undersigned does hereby make, constitute and appoint Timothy 
G. Rupert, L. Frederick Gieg, Jr., R. M. Hays, or any one of them, my true and 
lawful attorneys-in-fact to sign and execute for me and on my behalf a 
registration statement or statements on Form S-3, or on such form as the 
Securities and Exchange Commission shall deem appropriate, and any and all 
amendments thereto, to be filed with the Securities and Exchange Commission 
pursuant to the Securities Act of 1933, as amended, in such form as they or any 
one or more of them may approve, and to do any and all other acts which said 
attorney-in-fact may deem necessary or desirable to enable RMI Titanium Company 
to comply with said Act and the rules and regulations thereunder in connection 
with the registration by RMI Titanium Company of shares of its common stock 
owned by USX Corporation ("USX") to be offered as exchangeable in connection 
with USX's Debt Exchangeable for Common Stock offering.

        IN WITNESS WHEREOF, I have hereunto set my hand and seal this 11th day 
of November, 1996.


                                                 /s/ CHARLES C. GEDEON
                                                 ---------------------
                                                     Charles C. Gedeon
   9
                               POWER OF ATTORNEY


                        KNOW ALL MEN BY THESE PRESENTS:


        That the undersigned does hereby make, constitute and appoint Timothy 
G. Rupert, L. Frederick Gieg, Jr., R. M. Hays, or any one of them, my true and 
lawful attorneys-in-fact to sign and execute for me and on my behalf a 
registration statement or statements on Form S-3, or on such form as the 
Securities and Exchange Commission shall deem appropriate, and any and all 
amendments thereto, to be filed with the Securities and Exchange Commission 
pursuant to the Securities Act of 1933, as amended, in such form as they or any 
one or more of them may approve, and to do any and all other acts which said 
attorney-in-fact may deem necessary or desirable to enable RMI Titanium Company 
to comply with said Act and the rules and regulations thereunder in connection 
with the registration by RMI Titanium Company of shares of its common stock 
owned by USX Corporation ("USX") to be offered as exchangeable in connection 
with USX's Debt Exchangeable for Common Stock offering.

        IN WITNESS WHEREOF, I have hereunto set my hand and seal this 6th day 
of November, 1996.


                                                 /s/ R. M. HERNANDEZ
                                                 -------------------
                                                     R. M. Hernandez
   10
                               POWER OF ATTORNEY


                        KNOW ALL MEN BY THESE PRESENTS:


        That the undersigned does hereby make, constitute and appoint Timothy 
G. Rupert, L. Frederick Gieg, Jr., R. M. Hays, or any one of them, my true and 
lawful attorneys-in-fact to sign and execute for me and on my behalf a 
registration statement or statements on Form S-3, or on such form as the 
Securities and Exchange Commission shall deem appropriate, and any and all 
amendments thereto, to be filed with the Securities and Exchange Commission 
pursuant to the Securities Act of 1933, as amended, in such form as they or any 
one or more of them may approve, and to do any and all other acts which said 
attorney-in-fact may deem necessary or desirable to enable RMI Titanium Company 
to comply with said Act and the rules and regulations thereunder in connection 
with the registration by RMI Titanium Company of shares of its common stock 
owned by USX Corporation ("USX") to be offered as exchangeable in connection 
with USX's Debt Exchangeable for Common Stock offering.

        IN WITNESS WHEREOF, I have hereunto set my hand and seal this 7th day 
of November, 1996.


                                                 /s/ WESLEY W. VON SCHACK
                                                 ------------------------
                                                     Wesley W. von Schack