Exhibit 8.1

 
                      [LETTERHEAD OF MILLER & CHEVALIER]


USX Corporation
600 Grant Street
Pittsburgh, PA 15219-4776

USX Capital Trust I
600 Grant Street
Pittsburgh, PA 15219-4776


       Re: USX Capital Trust I -- Trust Convertible Preferred Securities

Dear Sir or Madam:


      We have reviewed the registration statement on Form S-4 dated as filed 
with the Securities and Exchange Commission on March 14, 1997 (the 
"Prospectus"), describing USX Corporation's offer to exchange Trust Convertible 
Preferred Securities of USX Capital Trust I (the "Trust Convertible Preferred 
Securities") for 6.50% Cumulative Convertible Preferred Stock of USX 
Corporation.

      This will confirm our opinions that (1) USX Capital Trust I (the "Trust") 
will be treated as a "grantor trust" for federal income tax purposes under 
existing law, and (2) although the matter is not free from doubt, the USX 
Convertible Debentures issued to the Trust will be classified for federal income
tax purposes as indebtedness of USX under current law. It is further our opinion
that the consequences described under the heading "CERTAIN FEDERAL INCOME TAX 
CONSIDERATIONS" in the Prospectus are the material United States federal income 
tax consequences of the acquisition by exchange, ownership, and disposition of 
the Trust Convertible Preferred Securities under present law and that the 
descriptions contained under that heading are fair, complete, and accurate in 
all material respects. Our opinions are subject to the qualifications stated in
the first paragraph under that heading.

      We consent to the references to us and this opinion in the Prospectus.


                                  Very truly yours,

                                  MILLER & CHEVALIER, CHARTERED


                                         /s/ Thomas W. Mahoney, Jr.
                                  By:_________________________________