8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 9, 2005

USG Corporation

(Exact name of registrant as specified in its charter)

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

125 South Franklin Street, Chicago, Illinois 60606-4678
(Address of Principal executive offices, including Zip Code)

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

Not applicable
(Former name or former 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))

TABLE OF CONTENTS

	Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
SIGNATURES
Press Release

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

     On November 9, 2005, the Board of Directors (the Board) of USG Corporation (the Corporation) (NYSE: USG) approved the appointments, effective January 1, 2006, of James S. Metcalf, currently Executive Vice President, USG Corporation to the positions of President and Chief Operating Officer, USG Corporation and Edward M. Bosowski, currently Executive Vice President, Marketing and Corporate Strategy, USG Corporation to the positons of Executive Vice President and Chief Strategy Officer, USG Corporation. Information regarding the employment arrangements of Mr. Metcalf and Mr. Bosowski is set forth in the Corporation’s Annual Proxy Statement filed on April 1, 2005, and Form 8-K filed on November 14, 2005, each of which is incorporated herein by reference.

     The business experience of Mr. Metcalf and Mr. Bosowski, during the past five years, is as follows:

Name	Business Experience
James S. Metcalf, Executive Vice President, USG Corporation; President, Building Systems	Executive Vice President and Chief Operating Officer, L&W Supply Corporation, to March 2000; President and Chief Executive Officer, L&W Supply Corporation, to March 2002; Senior Vice President; President, Building Systems, to March 2004.
Edward M. Bosowski, Executive Vice President, Marketing and Corporate Strategy, USG Corporation; President, USG International	President and Chief Executive Officer, United States Gypsum Company, to November 2000; President, Growth Initiatives and International, to February 2001; Senior Vice President, Marketing and Corporate Strategy; President, USG International, to March 2004.

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

Exhibit No.	Description
99.1	USG Corporation press release dated December 9, 2005.

SIGNATURES

     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
	/s/ Stanley L. Ferguson
Date: December 9, 2005	Stanley L. Ferguson,
	Executive Vice President & General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	USG Corporation press release dated December 9, 2005.

EX-99.1

Exhibit 99.1

Media Inquiries (312) 606-4356    
Investor Relations (312) 606-4125

USG CORPORATION ANNOUNCES SENIOR MANAGEMENT CHANGES

     CHICAGO, December 9, 2005 — Building materials leader USG Corporation (NYSE:USG) has announced several senior-level management changes in order to continue its record-setting operating performance, build new platforms for growth and continue working toward a fair resolution of its Chapter 11 case.

     The changes, which are effective January 1, 2006, recognize four senior USG executives for their outstanding achievements. The executives and their new positions are:

• James S. Metcalf, President and Chief Operating Officer, USG Corporation

• Edward M. Bosowski, Executive Vice President and Chief Strategy Officer, USG Corporation and President, USG International

• Dominic A. Dannessa, Vice President, USG Corporation and Executive Vice President, Manufacturing, Building Systems

• Fareed A. Khan, Vice President, USG Corporation and Executive Vice President, Sales and Marketing, Building Systems

     “I am pleased to announce these promotions, which acknowledge the many valuable contributions that Jim, Ed, Dom and Fareed have made to USG’s success over the years,” said William C. Foote, USG Corporation Chairman and CEO. “Their talents and new roles will help us continue the terrific progress we have made in our businesses.”

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USG CORPORATION ANNOUNCES CHANGES / PAGE 2

     Metcalf will oversee USG’s North American operating subsidiaries, including United States Gypsum Company, USG Interiors, Inc., CGC Inc., USG Mexico and L&W Supply Corporation in the manufacture, sales, marketing and distribution of gypsum, ceilings and related products. He formerly served as Executive Vice President, USG Corporation and President, Building Systems.

     Bosowski will direct USG’s overall growth plan and strategy, international operations and the strategic technology, supply chain and growth functions. He previously served as Executive Vice President, Marketing and Corporate Strategy, USG Corporation and President, USG International.

     Dannessa will oversee United States Gypsum Company and USG Interiors, Inc. manufacturing operations, as well as manufacturing administration, synthetic gypsum strategy and paper strategy. He formerly served as Senior Vice President, Manufacturing, Building Systems.

     Khan will have responsibility for sales, national accounts, marketing, customer relationship management and specialty products. He previously served as Senior Vice President, Supply Chain Management, Customer Information Management and Information Technology, Building Systems.

     These promotions follow the earlier appointment of Brendan J. Deely as Vice President, USG Corporation and President and Chief Operating Officer of L&W Supply Corporation, USG’s building materials distribution subsidiary. He previously served as Senior Vice President and Chief Operating Officer, L&W Supply Corporation.

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USG CORPORATION ANNOUNCES CHANGES / PAGE 2

     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. For additional information, visit the USG Web site at www.usg.com.

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