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) June 28, 2005.

USG Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 1-8864

Delaware	36-3329400
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)
125 South Franklin Street, Chicago, Illinois	60606-4678
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (312) 606-4000

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 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Election of Director.

          On June 28, 2005, Steven F. Leer was elected to the Board of Directors of USG Corporation, effective July 1, 2005. Mr. Leer, who is President and CEO of Arch Coal, Inc. of St. Louis, Missouri, will serve on the Finance and Governance Committees of USG’s Board. Mr. Leer has been determined by the USG Board to be independent as that term is defined in the Corporation’s by-laws, its Corporate Governance Guidelines, and the listing standards of the New York Stock Exchange. In addition to his positions with Arch Coal, Inc., Mr. Leer is a Director of Norfolk Southern Corporation, the Western Business Roundtable, and the Mineral Information Institute.

Item 8.01 Other Events.

          Following USG’s annual meeting of stockholders in May, its Board approved changes in the chair positions of each of its five standing Board Committees: Audit, Compensation & Organization, Corporate Affairs, Finance, and Governance. The respective chairs of the five Committees are now as follows: Robert L. Barnett, Valerie B. Jarrett, W. Douglas Ford, Judith A. Sprieser, and Lawrence M. Crutcher. Stepping down from the respective chair positions with the Compensation & Organization and Finance Committees are David W. Fox and James C. Cotting. Ms. Sprieser previously chaired the Audit Committee, Mr. Barnett chaired the Corporate Affairs Committee, and Ms. Jarrett chaired the Governance Committee.

          All of the current chairs have served on their respective Committees for a number of years. All of the former chairs will continue to serve on their respective Committees for the coming year. Chair positions are approved annually by the full Board of Directors following the Corporation’s annual meeting of stockholders.

SIGNATURE

          Pursuant to the requirements of the Securities and 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
Date: June 28, 2005	By:	/s/ Stanley L. Ferguson
		Stanley L. Ferguson, Executive Vice President
		and General Counsel

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	USG Corporation press release dated June 28, 2005.

EX-99.1

Exhibit 99.1

Robert E. Williams
(312) 606-4356
rewilliams@usg.com

STEVEN LEER ELECTED TO USG BOARD OF DIRECTORS;
BOARD COMMITTEE CHANGES ANNOUNCED

          CHICAGO, June 29, 2005 - USG Corporation (NYSE: USG), a leading building products company, has announced the election of Steven F. Leer, president and chief executive officer of Arch Coal, Inc., St. Louis, Missouri, to its Board of Directors effective July 1, 2005.

          Mr. Leer has served as president and CEO of Arch Coal since its formation in July 1997. Previously, Leer served as president and CEO of Arch Mineral Corporation, one of Arch Coal’s predecessor companies. Leer has also held senior management positions with The Valvoline Company and Ashland Inc.

          “We are fortunate to have someone of the caliber of Steven Leer join our organization,” said William C. Foote, chairman, president and CEO of USG Corporation. “He brings with him a wealth of knowledge and experience in manufacturing and energy, as well as broad-based management expertise.”

          Mr. Leer will initially serve on USG’s Finance and Governance Committees. Like all of the other members of the USG Board of Directors besides Mr. Foote, Mr. Leer has also been determined to be independent, as defined by USG and NYSE standards.

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USG ANNOUNCES BOARD CHANGES/2

          A native of Vermillion, South Dakota, Leer also serves on the boards of Norfolk Southern Corporation, the Western Business Roundtable and the Mineral Information Institute. He is a member of The Business Roundtable and the National Association of Manufacturers. He is also past chairman and continues to serve on the Boards of the Center for Energy and Economic Development, the National Coal Council and the National Mining Association.

          Mr. Leer holds a degree in electrical engineering from the University of the Pacific, and an MBA from Washington University’s Olin School of Business. He also received an honorary doctorate from the University of the Pacific. In addition, he is a delegate to the Coal Industry Advisory Board of the International Energy Agency in Paris, and District Chairman of the New Horizons District, Greater St. Louis Area Council of the Boy Scouts of America.

          In related news, USG also announced that, following its May annual stockholder meeting, it has made changes in the Chair positions of all of its Board Committees.

          The following individuals have been appointed to chair the five USG Board Committees: Robert L. Barnett, Audit; Valerie B. Jarrett, Compensation and Organization; Lawrence M. Crutcher, Governance; Judith A. Spreiser, Finance; and W. Douglas Ford, Corporate Affairs.

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USG ANNOUNCES BOARD CHANGES/3

All of the newly named Chairs have served on their respective Committees for a number of years. The Chair positions are approved annually by the full Board of Directors.

          USG Corporation is a Fortune 500 company with subsidiaries that are market leaders in their key product groups: gypsum wallboard, joint compound and related gypsum products; cement board; gypsum fiber panels; ceiling panels and grid; and building products distribution.

          USG Corporation and its principal domestic subsidiaries (collectively “USG”) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code on June 25, 2001. This action was taken to resolve asbestos claims in a fair and equitable manner, protect the long-term value of the businesses and maintain their market leadership positions.

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