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                                                                      EXHIBIT 24

                                POWER OF ATTORNEY


         WHEREAS, the Board of Directors of USG Corporation (the "Corporation")
has approved the filing of a Registration Statement on Form S-8 relating to
shares of the Corporation's common stock issuable in connection with grant
awards under the Corporation's Omnibus Management Incentive Plan (the
"Registration Statement");

         NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that each person whose
name appears below constitutes and appoints William C. Foote, Richard H.
Fleming, and Dean H. Goossen and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
re-substitution, for and in his or her name, place and stead, in any and all
capacities, to sign the Registration Statement, and any or all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.

         This power of attorney has been signed as of the 8th day of November,
2000, by the following persons:


/s/  Robert L. Barnett                    /s/  David W. Fox
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Robert L. Barnett, Director               David W. Fox, Director


/s/  Keith A. Brown                       /s/  Valerie B. Jarrett
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Keith A. Brown, Director                  Valerie B. Jarrett, Director


/s/  W.H. Clark                           /s/  Marvin E. Lesser
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W.H. Clark, Director                      Marvin E. Lesser, Director


/s/  James C. Cotting                     /s/  John B. Schwemm
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James C. Cotting, Director                John B. Schwemm, Director


/s/  Lawrence C. Crutcher                 /s/  Judith A. Sprieser
----------------------------------        -------------------------------------
Lawrence C. Crutcher, Director            Judith A. Sprieser, Director


/s/  W. Douglas Ford
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W. Douglas Ford, Director