EXHIBIT 24

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose name appears below
constitutes and appoints Richard H. Fleming, D. Rick Lowes, and J. Eric Schaal
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for and in his or her name, place
and stead, in any and all capacities, to sign the Annual Report on Form 10-K for
the year ending December 31, 2004, of USG Corporation 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 9th day of February, 2005, by
the following persons:


/s/ William C. Foote                       /s/ David W. Fox
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William C. Foote,                          David W. Fox,
Director, Chairman of the Board,           Director
Chief Executive Officer and President


/s/ Robert L. Barnett                      /s/ Valerie B. Jarrett
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Robert L. Barnett,                         Valerie B. Jarrett,
Director                                   Director


/s/ Keith A. Brown                         /s/ Marvin E. Lesser
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Keith A. Brown,                            Marvin E. Lesser,
Director                                   Director


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


/s/ Lawrence M. Crutcher                   /s/ Judith A. Sprieser
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Lawrence M. Crutcher,                      Judith A. Sprieser,
Director                                   Director


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