SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BERKSHIRE HATHAWAY INC (Last) (First) (Middle) 1440 KIEWIT PLAZA (Street) OMAHA NE 68131 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol USG CORP [ USG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/09/2009
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
10% Contingent Convertible Senior Notes due 2018	(1)	02/09/2009(2)		P		$300,000,000		02/09/2009	11/30/2018	Common Stock	26,315,790(3)	$300,000,000(4)(5)	$300,000,000(4)(5)	I	See footnotes 4, 5(4)(5)

1. Name and Address of Reporting Person* BERKSHIRE HATHAWAY INC (Last) (First) (Middle) 1440 KIEWIT PLAZA (Street) OMAHA NE 68131 (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* BUFFETT WARREN E (Last) (First) (Middle) 1440 KIEWIT PLAZA (Street) OMAHA NE 68131 (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* OBH INC (Last) (First) (Middle) 1440 KIEWIT PLAZA (Street) OMAHA NE 68131 (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* NATIONAL INDEMNITY CO (Last) (First) (Middle) 3024 HARNEY STREET (Street) OMAHA NE 68131 (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. The 10% Contingent Convertible Senior Notes due 2018 ("Notes") are convertible into shares of Common Stock, $0.10 par value ("Shares") at an initial conversion price of $11.40 per share, subject to adjustment under certain circumstances.

2. Following stockholder approval of the issuance of Shares upon conversion of the Notes at a special meeting of stockholders held on February 9, 2009, the Notes became 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 the final maturity date of the Notes (December 1, 2018), unless the Notes are earlier repurchased or redeemed by the Issuer.

3. Subject to adjustment.

4. $160 million aggregate principal amount of Notes is held by Berkshire Hathaway Life Insurance Company of Nebraska ("BH Nebraska"), $90 million aggregate principal amount of Notes is held by Berkshire Hathaway Assurance Corporation ("BH Assurance"), and $50 million aggregate principal amount of Notes is held by General Re Life Corporation ("General Re Life").

5. (Footnote 4 contd.) As Berkshire Hathaway Inc. ("Berkshire"), OBH, Inc. ("OBH"), and National Indemnity Company ("NICO") are each in the chain of ownership of BH Nebraska and BH Assurance, each of Berkshire, OBH and NICO may be deemed presently to both beneficially own and have a pecuniary interest in the Notes presently owned by BH Nebraska and BH Assurance. As Berkshire is in the chain of ownership of General Re Life, Berkshire may be deemed presently to both beneficially own and have a pecuniary interest in the Notes presently owned by General Re Life. Warren E. Buffett, as controlling shareholder of Berkshire, may be deemed presently to beneficially own, but only to the extent he has a pecuniary interest in, the Notes presently owned by BH Nebraska, BH Assurance and General Re Life. Mr. Buffett disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

	Berkshire Hathaway Inc., by Marc D. Hamburg	02/11/2009
	** 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 4 (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.