8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2010

USG Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-8864	36-3329400
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation)

550 West Adams Street,Chicago, Illinois	60661-3676
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (312) 436-4000

(former name and address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

     On November 4, 2010, the Corporation issued a press release announcing that it has launched a private offering of $300 million aggregate principal amount of senior notes. The notes will be the unsecured obligations of the Corporation. The Corporation’s obligations under the notes will be guaranteed on a senior unsecured basis by certain of its domestic subsidiaries. The notes will be offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in accordance with Regulation S under the Securities Act.

     The Corporation intends to use the net proceeds from the sale of the notes for general corporate purposes, which may include the repayment of indebtedness, working capital, capital expenditures and acquisitions.

     A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

     In addition, in connection with the offering, the Corporation disclosed certain supplemental information relating to the Corporation in a private offering memorandum dated November 4, 2010. Such supplemental information is as follows:

     We are currently in discussions regarding a potential amendment and restatement or replacement of our existing senior secured credit facility that, among other things, would extend the maturity date of up to $400 million of the loan commitments thereunder to five years after the effective date of the amendment and restatement or replacement (with the remaining commitments either being terminated or continuing to mature on the original commitment termination date of August 2, 2012). We expect that the extended or replacement senior secured credit facility would be otherwise on terms substantially similar to our current senior secured credit facility, including the ability to increase the commitment thereunder with the consent of any lender that agrees to provide such incremental financing. There can be no assurance, however, that we will amend and restate or replace the existing senior secured credit facility or that any such amendment would be on terms substantially similar to those described above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 – USG Corporation press release dated November 4, 2010

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

USG CORPORATION Registrant
By:	/s/ Richard H. Fleming
	Richard H. Fleming
	Executive Vice President and Chief Financial Officer

Date: November 4, 2010

EXHIBIT INDEX

Exhibit
Number	Description
99.1	USG Corporation press release dated November 4, 2010

EX-99.1

Exhibit 99.1

Media Inquiries:     (312) 436-4356
Investor Relations: (312) 436-4110

USG CORPORATION ANNOUNCES LAUNCH OF SENIOR NOTES OFFERING

     CHICAGO, Nov. 4, 2010 — USG Corporation (NYSE:USG) today announced that it launched a private offering of $300 million aggregate principal amount of senior notes. The notes will be the unsecured obligations of USG. USG’s obligations under the notes will be guaranteed on a senior unsecured basis by certain of its domestic subsidiaries.

     USG intends to use the net proceeds from the sale of the notes for general corporate purposes, which may include the repayment of indebtedness, working capital, capital expenditures and acquisitions.

     The notes will be offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in accordance with Regulation S under the Securities Act. When issued, the notes will not have been registered under the Securities Act or state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, that offer, solicitation or sale is unlawful. Any offers of the notes will be made only by means of a private offering memorandum.

-more-

USG ANNOUNCES LAUNCH OF SENIOR NOTES OFFERING/2

     USG Corporation is a manufacturer and distributor of high-performance building systems through its United States Gypsum Company, USG Interiors, Inc. and L&W Supply Corporation and other subsidiaries. Headquartered in Chicago, USG’s worldwide operations serve the residential and non-residential construction markets, repair and remodel construction markets, and industrial processes. USG’s wall, ceiling, flooring and roofing products provide leading-edge building solutions for customers, while L&W Supply center locations efficiently stock and deliver building materials nationwide. For additional information, visit the USG Web site at www.usg.com.

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