EXHIBIT 24.1     
                               
                            POWER OF ATTORNEY     
   
  KNOW ALL MEN BY THESE PRESENTS:     
   
  That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty, and Kenneth L. Matheny, 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 to be filed by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
preferred stock by a Special Purpose Entity in exchange for the 6.5%
Cumulative Convertible Preferred Stock issued by USX, and any and all
amendments to such registration statement 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 attorneys-in-fact may deem necessary or desirable to
enable USX Corporation to comply with said Act and the rules and regulations
thereunder.     
   
  IN WITNESS WHEREOF, I have hereunto set my hand and seal this 25th day of
February, 1997.     
                                             
                                          /s/ T. J. Usher     
                                          ---------------------------------
                                             
                                          Thomas J. Usher