SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* FAIRFAX FINANCIAL HOLDINGS LTD/ CAN (Last) (First) (Middle) 95 WELLINGTON STREET WEST SUITE 800 (Street) TORONTO A6 M5J 2N7 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/09/2009	3. Issuer Name and Ticker or Trading Symbol USG CORP [ USG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.10 par value (?Shares?)	7,111,500	I	see footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
10% Contingent Convertible Senior Notes due 2018 (?Notes?)	02/09/2009	(2)	Common Stock, $0.10 par value	8,771,930	(3)	I	see footnote(4)

1. Name and Address of Reporting Person* FAIRFAX FINANCIAL HOLDINGS LTD/ CAN (Last) (First) (Middle) 95 WELLINGTON STREET WEST SUITE 800 (Street) TORONTO A6 M5J 2N7 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WATSA V PREM ET AL (Last) (First) (Middle) 95 WELLINGTON STREET WEST SUITE 800 (Street) TORONTO A6 M5J 2N7 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* 1109519 ONTARIO LTD (Last) (First) (Middle) 95 WELLINGTON STREET WEST SUITE 800 (Street) TORONTO A6 M5J 2N7 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SIXTY TWO INVESTMENT CO LTD (Last) (First) (Middle) 1600 CATHEDRAL PLACE 925 WEST GEORGIA ST. (Street) VANCOUVER A1 V6C 3L3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* 810679 ONTARIO LTD (Last) (First) (Middle) 95 WELLINGTON STREET WEST SUITE 800 (Street) TORONTO A6 M5J 2N7 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Northbridge Financial CORP (Last) (First) (Middle) 105 ADELAIDE STREET WEST 7TH FLOOR (Street) TORONTO A6 M5H 1P9 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LOMBARD GENERAL INSURANCE CO OF CANADA (Last) (First) (Middle) 105 ADELAIDE STREET WEST 3RD FLOOR (Street) TORONTO A6 M5H 1P9 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Falcon Insurance Co (Hong Kong) Ltd (Last) (First) (Middle) 6/F., DCH COMMERCIAL CENTRE, 25 WESTLANDS ROAD, (Street) QUARRY BAY K3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Fairfax (Barbados) International Corp. (Last) (First) (Middle) C/O FAIRFAX FINANCIAL HOLDINGS LIMITED 95 WELLINGTON STREET WEST, SUITE 800 (Street) TORONTO A6 M5J 2N7 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* UNITED STATES FIRE INSURANCE CO (Last) (First) (Middle) 305 MADISON AVENUE (Street) MORRISTOWN NJ 07962 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 4,518,600 Shares are held by Odyssey America Reinsurance Corporation, 2,379,900 Shares are held by United States Fire Insurance Company, 32,800 Shares are held by Lombard General Insurance Company of Canada and 180,200 Shares are held by pension plans of certain subsidiaries of Fairfax Financial Holdings Limited.

2. The Notes are convertible into Shares at the option of the holder thereof at any time prior to the close of business on the business day immediately preceding December 1, 2018, the maturity date of the Notes.

3. The Notes are convertible into Shares based on an initial conversion price of $11.40 per Share, subject to adjustment under certain circumstances.

4. $50,000,000 aggregate principal amount of Notes is held by Fairfax (Barbados) International Corp., $23,000,000 aggregate principal amount of Notes is held by Odyssey America Reinsurance Corporation, $23,000,000 aggregate principal amount of Notes is held by United States Fire Insurance Company, $1,000,000 aggregate principal amount of Notes is held by Falcon Insurance Company (Hong Kong) Limited and $3,000,000 aggregate principal amount of Notes is held by the pension plans of certain subsidiaries of Fairfax Financial Holdings Limited.

	/s/ Paul Rivett, Vice President	02/19/2009
	/s/ V. Prem Watsa	02/19/2009
	/s/ V. Prem Watsa, President	02/19/2009
	/s/ V. Prem Watsa, President	02/19/2009
	/s/ V. Prem Watsa, President	02/19/2009
	/s/ Craig Pinnock, Chief Financial Officer	02/19/2009
	/s/ Craig Pinnock, Director	02/19/2009
	/s/ Sammy Chan, Director	02/19/2009
	/s/ Ronald Schokking, Chairman	02/19/2009
	/s/ Paul Bassaline, Vice President	02/19/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.