Exhibit 10(b)

                                USX CORPORATION
                      ANNUAL INCENTIVE COMPENSATION PLAN
                           AS AMENDED JULY 25, 2000

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 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.  Participants shall include employees of
     USX or U. S. Steel Group as well as employees of any other division or
     subsidiary and/or joint ventures if such employee is specifically
     designated as a participant.


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.


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; 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 have an annual target award in
     excess of 150% 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.


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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