SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

(Amendment No. 5)

USG CORPORATION

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.10 PER SHARE

(Title of Class of Securities)

903293 40 5

(CUSIP Number)

MARC D. HAMBURG

BERKSHIRE HATHAWAY INC.

1440 KIEWIT PLAZA

OMAHA, NEBRASKA 68131

(402) 346-1400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 9, 2009

(Date of Event Which Requires Filing of this Statement)

If the person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

¹ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 903293 40 5 SCHEDULE 13D/A PAGE 2 OF 13 PAGES

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             Warren E. Buffett
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS             AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             U.S. citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                   0 (see Item 5)   8    SHARED VOTING POWER                   43,387,981 (see Item 5)   9    SOLE DISPOSITIVE POWER                   0 (see Item 5) 10    SHARED DISPOSITIVE POWER                   43,387,981 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             43,387,981 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             34.6% (see Item 5)
14	TYPE OF REPORTING PERSON*              IN, HC

* See instructions before filling out!

CUSIP NO. 903293 40 5 SCHEDULE 13D/A PAGE 3 OF 13 PAGES

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)              Berkshire Hathaway Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS             AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Delaware corporation

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                   0   8    SHARED VOTING POWER                   43,387,981 (see Item 5)   9    SOLE DISPOSITIVE POWER                   0 10    SHARED DISPOSITIVE POWER                   43,387,981 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             43,387,981 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             34.6% (see Item 5)
14	TYPE OF REPORTING PERSON*             HC, CO

* See instructions before filling out!

CUSIP NO. 903293 40 5 SCHEDULE 13D/A PAGE 4 OF 13 PAGES

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             OBH, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS              AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Delaware corporation

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                   0   8    SHARED VOTING POWER                   39,002,017 (see Item 5)   9    SOLE DISPOSITIVE POWER                   0 10    SHARED DISPOSITIVE POWER                   39,002,017 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             39,002,017 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             31.1% (see Item 5)
14	TYPE OF REPORTING PERSON*             HC, CO

* See instructions before filling out!

CUSIP NO. 903293 40 5 SCHEDULE 13D/A PAGE 5 OF 13 PAGES

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             National Indemnity Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS             AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Nebraska corporation

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                   0   8    SHARED VOTING POWER                   39,002,017 (see Item 5)   9    SOLE DISPOSITIVE POWER                   0 10    SHARED DISPOSITIVE POWER                   39,002,017 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             39,002,017 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             31.1% (see Item 5)
14	TYPE OF REPORTING PERSON*             IC, CO

* See instructions before filling out!

CUSIP NO. 903293 40 5 SCHEDULE 13D/A PAGE 6 OF 13 PAGES

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             Berkshire Hathaway Life Insurance Company of Nebraska
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS             WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Nebraska corporation

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                   0   8    SHARED VOTING POWER                   14,035,088 (see Item 5)   9    SOLE DISPOSITIVE POWER                   0 10    SHARED DISPOSITIVE POWER                   14,035,088 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             14,035,088 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             11.2% (see Item 5)
14	TYPE OF REPORTING PERSON*             IC, CO

* See instructions before filling out!

CUSIP NO. 903293 40 5 SCHEDULE 13D/A PAGE 7 OF 13 PAGES

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             Berkshire Hathaway Assurance Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS             WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             New York corporation

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                   0   8    SHARED VOTING POWER                   7,894,737 (see Item 5)   9    SOLE DISPOSITIVE POWER                   0 10    SHARED DISPOSITIVE POWER                   7,894,737 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             7,894,737 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             6.3% (see Item 5)
14	TYPE OF REPORTING PERSON*             IC, CO

* See instructions before filling out!

CUSIP NO. 903293 40 5 SCHEDULE 13D/A PAGE 8 OF 13 PAGES

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             General Re Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS             AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Delaware corporation

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                   0   8    SHARED VOTING POWER                   4,385,965 (see Item 5)   9    SOLE DISPOSITIVE POWER                   0 10    SHARED DISPOSITIVE POWER                   4,385,965 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             4,385,965 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             3.5% (see Item 5)
14	TYPE OF REPORTING PERSON*             HC, CO

* See instructions before filling out!

CUSIP NO. 903293 40 5 SCHEDULE 13D/A PAGE 9 OF 13 PAGES

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             Kolnische Ruckversicherungs-Gesellschaft AG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS             AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Germany

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                   0   8    SHARED VOTING POWER                   4,385,965 (see Item 5)   9    SOLE DISPOSITIVE POWER                   0 10    SHARED DISPOSITIVE POWER                   4,385,965 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             4,385,965 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             3.5% (see Item 5)
14	TYPE OF REPORTING PERSON*             IC, CO

* See instructions before filling out!

CUSIP NO. 903293 40 5 SCHEDULE 13D/A PAGE 10 OF 13 PAGES

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             General Reinsurance Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS             AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Delaware corporation

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                   0   8    SHARED VOTING POWER                   4,385,965 (see Item 5)   9    SOLE DISPOSITIVE POWER                   0 10    SHARED DISPOSITIVE POWER                   4,385,965 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             4,385,965 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             3.5% (see Item 5)
14	TYPE OF REPORTING PERSON*             IC, CO

* See instructions before filling out!

CUSIP NO. 903293 40 5 SCHEDULE 13D/A PAGE 11 OF 13 PAGES

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             General Re Life Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS             WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Connecticut corporation

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                   0   8    SHARED VOTING POWER                   4,385,965 (see Item 5)   9    SOLE DISPOSITIVE POWER                   0 10    SHARED DISPOSITIVE POWER                   4,385,965 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             4,385,965 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             3.5% (see Item 5)
14	TYPE OF REPORTING PERSON*             IC, CO

* See instructions before filling out!

CUSIP NO. 903293 40 5 SCHEDULE 13D/A PAGE 12 OF 13 PAGES

Item 3 of this 13D is hereby amended to add the following:

This Amendment No. 5 to Schedule 13D amends and supplements the information set forth in the Schedule 13D filed by certain of the Reporting Persons with the Securities and Exchange Commission (the “Commission”) on January 31, 2006 (the “13D”), as subsequently amended thereafter, with respect to the shares of Common Stock, par value $0.10 per share (“Common Stock”) of USG Corporation (“USG”). On November 26, 2008, Berkshire Hathaway Life Insurance Company of Nebraska, a Nebraska corporation (“BH Nebraska”), Berkshire Hathaway Assurance Corporation, a New York corporation (“BH Assurance”), and General Re Life Corporation, a Connecticut corporation (“General Re Life”), purchased 10% Contingent Convertible Senior Notes due 2018 (the “Notes”) of USG, as described in Items 3 through 6 herein. This Amendment No. 5 also updates the previously reported information as to beneficial ownership of Warren E. Buffett, Berkshire Hathaway, Inc., OBH, Inc. and National Indemnity Company, of Common Stock of USG as of February 11, 2009. It is also being filed in order to add BH Nebraska, BH Assurance, General Re Life, General Re Corporation, a Delaware corporation (“General Re”), Kolnische Ruckversicherungs-Gesellschaft AG, a company formed under the laws of Germany (“Cologne Re”), and General Reinsurance Corporation, a Delaware corporation (“General Reinsurance”), as “Berkshire Entities” and “Reporting Persons.” All changes in beneficial ownership figures reported herein are as a result of the acquisition of the subject Notes, which are convertible into common stock at the election of the holders thereof within 60 days. Capitalized terms used herein without definition shall have the meaning assigned to such terms in the 13D.

Item 2. Identity and Background

Item 2 is hereby amended and restated in its entirety as set forth below:

(a)-(c); (f) This Statement is filed by the Berkshire Entities and by Mr. Buffett, who may be deemed to control the Berkshire Entities. The information concerning the name, state or other place of organization, principal business, and the address of the principal office of each of the Berkshire Entities, the information concerning the name, business address, present principal occupation or employment, and the name, principal business address of any corporation or other organization in which such employment or occupation is conducted, and the citizenship of Mr. Buffett and each of the executive officers and directors of the Berkshire Entities is filed as Exhibit 1 hereto.

(d); (e) During the last five years, none of the Berkshire Entities or Mr. Buffett, or, to their knowledge, any of the directors or executive officers of the Berkshire Entities, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining further violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3 is hereby amended to add the following:

The subject Notes were purchased in a private placement by the Issuer of $400 million aggregate principal amount of Notes. The subject Notes were acquired using internally generated funds of BH Nebraska, BH Assurance and General Re Life. No funds or consideration were borrowed or obtained for the purposes of acquiring the subject Notes.

Item 4 is hereby amended to add the following:

BH Nebraska, BH Assurance and General Re Life acquired the subject Notes for investment purposes.

Item 5 is hereby amended to add the following:

        (a) BH Nebraska is the holder of $160 million aggregate principal amount of the Notes (the “BH Nebraska Notes”), which, to the knowledge of the Reporting Persons, if converted, would constitute approximately 11.2% of USG’s outstanding Common Stock, based on the number of shares of Common Stock disclosed as outstanding on the Issuer’s Form 10-Q filed with the Commission on October 28, 2008. BH Assurance is the holder of $90 million aggregate principal amount of the Notes, which, to the knowledge of the Reporting Persons, if converted, would constitute approximately 6.3% of USG’s outstanding Common Stock (the “BH Assurance Notes,” and together with the BH Nebraska Notes, the “Nebraska/Assurance Notes”), based on the number of shares of Common Stock disclosed as outstanding on the Issuer’s Form 10-Q filed with the Commission on October 28, 2008. General Re Life is the holder of $50 million aggregate principal amount of the Notes, which, to the knowledge of the Reporting Persons, if converted, would constitute approximately 3.5% of USG’s outstanding Common Stock (the “General Re Life Notes”), based on the number of shares of Common Stock disclosed as outstanding on the Issuer’s Form 10-Q filed with the Commission on October 28, 2008. Mr. Buffett may be deemed to control Berkshire, which controls BH Nebraska, BH Assurance and General Re Life. Thus, both Mr. Buffett and Berkshire may be considered to have beneficial ownership of the Nebraska/Assurance Notes and the Gen Re Life Notes. NICO, an indirect subsidiary of Berkshire and the direct parent company of BH Nebraska and BH Assurance, also may be considered to have beneficial ownership of the Nebraska/Assurance Notes. OBH, a direct subsidiary of Berkshire and the direct parent company of NICO, also may be considered to have beneficial ownership of the Nebraska/Assurance Notes. Cologne Re, an indirect subsidiary of Berkshire and the direct parent company of General Re Life, also may be considered to have beneficial ownership of the General Re Life Notes. General Reinsurance, an indirect subsidiary of Berkshire and the direct parent company of Cologne Re, also may be considered to have beneficial ownership of the General Re Life Notes. General Re, a direct subsidiary of Berkshire and the direct parent company of General Reinsurance, also may be considered to have beneficial ownership of the General Re Life Notes.

(b) BH Nebraska has voting and investment power with respect to the BH Nebraska Notes. BH Assurance has voting and investment power with respect to the BH Assurance Notes. However, Mr. Buffett, Chairman of the Board of Directors of Berkshire, who may be deemed to control BH Nebraska and BH Assurance, directs the investment of BH Nebraska and BH Assurance. Thus, Mr. Buffett, Berkshire, NICO and OBH share voting and investment power with respect to the Nebraska/Assurance Notes. General Re Life has voting and investment power with respect to the General Re Life Notes. However, Mr. Buffett, Chairman of the Board of Directors of Berkshire, who may be deemed to control General Re Life, directs the investment of General Re Life. Thus, Mr. Buffett, Berkshire, Cologne Re, General Reinsurance and General Re share voting and investment power with respect to the General Re Life Notes.

Item 6 is hereby amended to add the following:

On November 21, 2008, Berkshire and USG entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), pursuant to which, and subject to the terms and conditions thereof, Berkshire agreed to purchase Notes in an aggregate principal amount of $300 million, and USG agreed to sell Notes in an aggregate principal amount of $300 million dollars, for an aggregate purchase price of $300 million. On November 26, 2008, BH Nebraska purchased $160 million aggregate principal amount of the Notes, BH Assurance purchased $90 million aggregate principal amount of the Notes, and General Re Life purchased $50 million aggregate principal amount of the Notes.

Following stockholder approval of the issuance of shares of Common Stock upon conversion of the Notes at a special meeting of the USG stockholders held on February 9, 2009, the Notes became convertible into Common Stock at the option of BH Nebraska, BH Assurance and General Re Life at any time prior to the close of business on the business day immediately preceding the final maturity date of the Notes (December 1, 2018), unless the Notes are earlier repurchased or redeemed by USG, subject to the terms and conditions set forth in the indenture and the supplemental indenture governing the Notes (the “Indenture”). The Notes are convertible into Common Stock at an initial conversion price of $11.40 per share, subject to adjustments as set forth in the Indenture.

On November 26, 2008, Berkshire and USG entered into an Amended and Restated Registration Rights Agreement (“Registration Rights Agreement”), pursuant to which USG has granted BH Nebraska, BH Assurance and General Re Life certain registration rights with respect to its shares of Common Stock and the Notes. The Registration Rights Agreement amended and restated in its entirety that certain Registration Rights Agreement, dated as of January 30, 2006, between USG and Berkshire.

The preceding discussion of the Securities Purchase Agreement, Assignment and Assumption Agreement, Indenture and Registration Rights Agreement does not contain a complete description of such agreements and is qualified in its entirety by reference to such agreements, which are filed as exhibits hereto and incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit No.	Description
1	Certain Information About the Reporting Persons and the Executive Officers and Directors of the Reporting Persons
2	Securities Purchase Agreement, dated as of November 21, 2008, by and between Berkshire and USG (incorporated herein by reference to Exhibit 1.1 to USG Corporation’s Current Report on 8-K filed with the Commission on November 26, 2008)
3	Indenture, dated as of November 1, 2008, by and between USG and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 4.1 to USG Corporation’s Current Report on 8-K filed with the Commission on November 26, 2008)
4	Supplemental Indenture, dated as of November 26, 2008, by and between USG and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 4.2 to USG Corporation’s Current Report on 8-K filed with the Commission on November 26, 2008)
5	Amended and Restated Registration Rights Agreement, dated as of November 26, 2008, by and between USG and Berkshire (incorporated herein by reference to Exhibit 10.1 to USG Corporation’s Current Report on 8-K filed with the Commission on November 26, 2008)
99.6	Amended and Restated Agreement to File Schedule 13D Jointly, dated as of February 11, 2009, by and among the Reporting Persons

CUSIP NO. 903293 40 5 SCHEDULE 13D/A PAGE 13 OF 13 PAGES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement on Schedule 13D is true, complete, and correct.

Dated: February 11, 2009

WARREN E. BUFFETT
By:	/s/ WARREN E. BUFFETT
Name:	Warren E. Buffett
BERKSHIRE HATHAWAY INC.
By:	/s/ MARC D. HAMBURG
Name:	Marc D. Hamburg
Title:	Senior Vice President
OBH, INC.
By:	/s/ MARC D. HAMBURG
Name:	Marc D. Hamburg
Title:	Vice President
NATIONAL INDEMNITY COMPANY
By:	/s/ DALE L. GEISTKEMPER
Name:	Dale L. Geistkemper
Title:	Treasurer
BERKSHIRE HATHAWAY LIFE INSURANCE COMPANY OF NEBRASKA
By:	/s/ DALE L. GEISTKEMPER
Name:	Dale L. Geistkemper
Title:	Treasurer
BERKSHIRE HATHAWAY ASSURANCE CORPORATION
By:	/s/ DALE L. GEISTKEMPER
Name:	Dale L. Geistkemper
Title:	Treasurer
GENERAL RE CORPORATION
By:	/s/ WILLIAM G. GASDASKA
Name:	William G. Gasdaska
Title:	Senior Vice President, Chief Financial Officer
KOLNISCHE RUCKVERSICHERUNGS – GESELLSCHAFT AG
By:	/s/ WILLIAM G. GASDASKA
Name:	William G. Gasdaska
Title:	Supervisory Board Member
GENERAL REINSURANCE CORPORATION
By:	/s/ WILLIAM G. GASDASKA
Name:	William G. Gasdaska
Title:	Senior Vice President, Chief Financial Officer
GENERAL RE LIFE CORPORATION
By:	/s/ JOSEPH CONETTA
Name:	Joseph Conetta
Title:	Treasurer

EX-1

Exhibit 1

CERTAIN INFORMATION ABOUT THE REPORTING PERSONS

AND THE EXECUTIVE OFFICERS AND DIRECTORS OF THE REPORTING PERSONS

Set forth below is information about (i) the name, state of organization, principal business, and the address of the principal office of each of the Berkshire Entities and (ii) the name and title of each executive officer and director of the Berkshire Entities, his or her business address, his or her present principal occupation or employment, the name, principal business, and address of any corporation or other organization in which such employment is conducted, and his or her country of citizenship.

(1) Berkshire Hathaway Inc.

Berkshire Hathaway Inc., a Delaware corporation (“Berkshire”), is a holding company engaged through its subsidiaries in a number of diverse businesses, the most important of which is property and casualty insurance and reinsurance offered on both a direct and reinsurance basis through its insurance subsidiaries. The principal office of Berkshire is located at 1440 Kiewit Plaza, Omaha, Nebraska 68131. The executive officers of Berkshire are Warren E. Buffett, Chairman and Chief Executive Officer, Charles T. Munger, Vice Chairman, and Marc D. Hamburg, Senior Vice President and Chief Financial Officer. The directors of Berkshire are Warren E. Buffett, Charles T. Munger, Howard G. Buffett, Susan L. Decker, William H. Gates, David S. Gottesman, Charlotte Guyman, Donald R. Keough, Thomas S. Murphy, Ronald L. Olson, and Walter Scott, Jr.

(2) OBH, Inc.

OBH, Inc., a Delaware corporation (“OBH”), is an intermediate holding company which is a direct wholly-owned subsidiary of Berkshire. The principal office of OBH is located at 1440 Kiewit Plaza, Omaha, Nebraska 68131. The executive officers of OBH are Warren E. Buffett, Chairman and Chief Executive Officer, Charles T. Munger, Vice Chairman, and Marc D. Hamburg, Vice President and Treasurer. The directors of OBH are Warren E. Buffett, Marc D. Hamburg, and Forrest N. Krutter.

(3) National Indemnity Company

National Indemnity Company, a Nebraska corporation (“NICO”), is a property and casualty insurance company. The principal office of NICO is located at 3024 Harney Street, Omaha, Nebraska 68131. The executive officers of NICO are Donald F. Wurster, President, Ajit Jain, Executive Vice President, Phillip M. Wolf, Senior Vice President, Dale Geistkemper, Treasurer, and Forrest N. Krutter, Senior Vice President. The directors of NICO are Donald F. Wurster, Phillip M. Wolf, Marc D. Hamburg, Forrest N. Krutter, J. Michael Gottschalk, Ajit Jain, and Daniel J. Jaksich.

(4) Berkshire Hathaway Life Insurance Company of Nebraska

Berkshire Hathaway Life Insurance Company of Nebraska, a Nebraska corporation (“BH Nebraska”), is a life insurance company. The principal office of BH Nebraska is located at 3024 Harney Street, Omaha, Nebraska 68131. The executive officers of BH Nebraska are Donald F. Wurster, President, Forrest N. Krutter, Secretary, and Dale L. Geistkemper, Treasurer. The directors of BH Nebraska are Robert E. Bennett, Marc D. Hamburg, Ajit Jain, Arvind Krishnamurthy, Forrest N. Krutter, Brian G. Snover, and Donald F. Wurster.

(5) Berkshire Hathaway Assurance Corporation

Berkshire Hathaway Assurance Corporation, a New York corporation (“BH Assurance”), is a property and casualty insurance company. The principal office of BH Assurance is located at Marine Air Terminal, LaGuardia Airport, Flushing, New York 11371. The executive officers of BH Assurance are Donald F. Wurster, President, Erica B. Duffy, Secretary, and Dale D. Geistkemper, Treasurer. The directors of BH Assurance are John D. Arent, Erica B. Duffy, Lori J. Friedman, Dale G. Geistkemper, Ajit Jain, Arvind Krishnamurthy, Forrest N. Krutter, Kevin D. Lewis, Nancy F. Peters, Kara L. Riaguel, Brian G. Snover, Kevin G. Snover, and Donald F. Wurster.

(6) General Re Corporation

General Re Corporation, a Delaware corporation (“General Re”), is an intermediate holding company which is a direct wholly-owned subsidiary of Berkshire. The principal office of General Re is located at 695 East Main Street, Stamford, Connecticut 06901. The executive officers of General Re are Franklin Montross IV, Chairman and Chief Executive Officer, William G. Gasdaska, Senior Vice President and Chief Financial Officer, Peter Lutke-Bornefeld, Vice Chairman, and Damon N. Vocke, Senior Vice President. The directors of General Re are Peter Lutke-Bornefeld, Salvatore Curiale, I. John Cholnoky, William G. Gasdaska, Winfried Heinen, Steven J. Mannik, Franklin Montross IV, and Patricia H. Roberts.

(7) General Reinsurance Corporation

        General Reinsurance Corporation, a Delaware corporation (“General Reinsurance”), is a property and casualty insurance company. The principal office of General Reinsurance is located at 695 East Main Street, Stamford, Connecticut 06901. The executive officers of General Reinsurance are Franklin Montross IV, Chairman and Chief Executive Officer, I. John Cholnoky, President, William G. Gasdaska, Senior Vice President and Chief Financial Officer, Damon N. Vocke, Senior Vice President, and Robert D. Sciolla, Executive Vice President. The directors of General Reinsurance are Nicholas S. Canelos, I. John Cholnoky, William G. Gasdaska, Kenneth R. Lundgren, Daniel K. Lyons, Franklin Montross IV, and Damon N. Vocke.

(8) Kolnische Ruckversicherungs-Gesellschaft AG

Kolnische Ruckversicherungs-Gesellschaft AG, a company formed under the laws of Germany (“Cologne Re”), is a property and casualty insurance company. The principal office of Cologne Re is located at Theodor-Heuss-Ring 11, Sedanstr. 8, 50668, Cologne, Germany. The members of the Executive Board of Cologne Re are Peter Lutke-Bornefeld, Chairman, Aldabert Bader, Chief Financial Officer, Achim Bosch, Head of Regional Unit Germany, Daniel Castillo, Head of Regional Unit Europe and South America, Winfried Heinen, Head of International Life Health, Jonathan Hewitt, International P/C Chief Underwriter, Franklin Montross IV, and I. John Cholnoky. The members of the Supervisory Board of Cologne Re are Claus-Michael Dill, Detlef Bierbaun, Bernd Michaels, Damon N. Vocke, William G. Gasdaska, Josef Linke, Frank Roselieb, and Winfried Senges.

(9) General Re Life Corporation

General Re Life Corporation, a Delaware corporation (“General Re Life”), is a life insurance company. The principal office of General Re Life is located at 695 Main Street, Stamford, Connecticut 06901. The executive officers of General Re Life are Steven J. Mannik, President and Chief Executive Officer, James M. Greenwood, Senior Vice President, Andrew M. Perkins, Senior Vice President, and Joseph Conetta, Treasurer. The directors of General Re Life are Peter Lutke-Bornfeld, Winfried Heinen, Steven J. Mannik, and Franklin Montross IV.

Name	Principal Occupation	Business Address	Country of Citizenship
John D. Arent	Vice President of NICO	3024 Harney Street, Omaha, Nebraska 68131	United States
Aldabert Bader	Chief Financial Officer of Cologne Re	Theodor-Heuss-Ring 11, Sedanstr. 8, 50668, Cologne, Germany	Germany
Robert E. Bennett	Senior Vice President of Berkshire Hathaway Credit Corporation, a corporation engaged in commercial and real estate financing	1440 Kiewit Plaza, Omaha, Nebraska 68131	United States
Detlef Bierbaun	Personally Liable Partner, Bankhaus Sal. Oppenheim Jr. & Cie.	50667 Koln Germany	Germany
Achim Bosch	Head of Regional Unit Germany, Cologne Re	Theodor-Heuss-Ring 11, Sedanstr. 8, 50668, Cologne, Germany	Germany
Nicholas S. Canelos	Global Head of Claims, General Reinsurance	695 East Main Street, Stamford, Connecticut 06901	United States
Daniel Castillo	Head of Regional Unit Europe and South America, Cologne Re	Theodor-Heuss-Ring 11, Sedanstr. 8, 50668, Cologne, Germany	Germany
I. John Cholnoky	President of General Reinsurance	695 East Main Street, Stamford, Connecticut 06901	United States
Joseph Conetta	Treasurer, General Re Life	695 East Main Street, Stamford, Connecticut 06901	United States
Salvatore Curiale	Retired	38 Superior Road, Bellrose Village, New York, 11001	United States
Howard G. Buffett	President of Buffett Farms and the Howard G. Buffett Foundation	407 Southmoreland Place, Decatur, Illinois 62521, which is the same address for Buffett Farms and BioImages	United States
Warren E. Buffett	Chairman and Chief Executive Officer of Berkshire	1440 Kiewit Plaza, Omaha, Nebraska 68131	United States
Susan L. Decker	Former President of Yahoo! Inc., a global internet brand	P.O. Box 69, Belvedere, California 94920	United States
Claus-Michael Dill	Chief Executive Officer, Damp Holding AG	Hamburg, Germany	Germany
Erica B. Duffy	Attorney, National Liability & Fire Insurance Company	3024 Harney Street, Omaha, Nebraska, 68131	United States
Lori J. Friedman	Attorney, National Liability & Fire Insurance Company	3024 Harney Street, Omaha, Nebraska, 68131	United States
William G. Gasdaska	Senior Vice President and Chief Financial Offier of General Re	695 East Main Street, Stamford, Connecticut 06901	United States
William H. Gates	Chairman of Microsoft Corporation, a software Company	4700 Carillon Point, Kirkland, Washington 98033	United States
Dale Geistkemper	Treasurer of NICO	3024 Harney Street, Omaha, Nebraska 68131	United States

Name	Principal Occupation	Business Address	Country of Citizenship
David S. Gottesman	Senior Managing Director of First Manhattan Company, an investment advisory firm	437 Madison Avenue, New York, New York 10022	United States
J. Michael Gottschalk	Vice President of NICO	3024 Harney Street, Omaha, Nebraska 68131	United States
James M. Greenwood	Senior Vice President of General Re Life	695 East Main Street, Stamford, Connecticut 06901	United States
Charlotte Guyman	Chairman of Finance Committee of Board of Directors of UW Medicine, an academic medical center	1127 Evergreen Point Road, Medina, Washington 98039	United States
Marc D. Hamburg	Senior Vice President and Chief Financial Officer of Berkshire	1440 Kiewit Plaza, Omaha, Nebraska 68131	United States
Winfried Heinen	Senior Vice President of Cologne Re Life	695 East Main Street, Stamford, Connecticut 06901	United States
Jonathan Hewitt	International P/C Chief Underwriter, Cologne Re	Theodor-Heuss-Ring 11, Sedanstr. 8, 50668, Cologne, Germany	Germany
Ajit Jain	Executive Vice President of NICO	3024 Harney Street, Omaha, Nebraska 68131	United States
Daniel J. Jaksich	Vice President and Controller of Berkshire	1440 Kiewit Place, Omaha, Nebraska 68131	United States
Donald R. Keough	Chairman of Allen and Company Incorporated, an investment banking firm	DMK International 200 Galleria Parkway, Atlanta, Georgia 30339	United States
Arvind Krishnamurthy	Insurance Executive, National Liability & Fire Insurance Company	3024 Harney Street, Omaha, Nebraska, 68131	United States
Forrest N. Krutter	Secretary of Berkshire	1440 Kiewit Plaza, Omaha, Nebraska 68131	United States
Kevin D. Lewis	Attorney, National Liability & Fire Insurance Company	3024 Harney Street, Omaha, Nebraska, 68131	United States
Josef Linke	Senior Underwriter, Cologne Re	Theodor-Heuss-Ring 11, Sedanstr. 8, 50668, Cologne, Germany	Germany
Kenneth R. Lundgren	Chief Underwriting Officer of General Reinsurance	695 East Main Street, Stamford, Connecticut 06901	United States
Peter Lutke-Bornefeld	Vice Chairman of General Re, Chairman of Cologne Re	695 East Main Street, Stamford, Connecticut 06901	United States
Daniel K. Lyons	Global Head of Actuarial Department, General Re	695 East Main Street, Stamford, Connecticut 06901	United States
Steven G. Mannik	President and Chief Executive Officer of General Re Life	695 East Main Street, Stamford, Connecticut 06901	United States
Bernd Michaels	Attorney, former President of the German Insurance Association	40667 Meerbusch, Germany	Germany
Franklin Montross IV	Chairman and Chief Executive Officer, General Re	695 East Main Street, Stamford, Connecticut	United States
Charles T. Munger	Vice Chairman of Berkshire	355 South Grand Avenue, 34th Floor, Los Angeles, California 90071-1560	United States
Thomas S. Murphy	Former Chairman and Chief Executive Officer of Capital Cities/ABC	c/o ABC Inc., 77 West 66th Street, New York, New York 10023	United States
Ronald L. Olson	Partner in the law firm of Munger, Tolles & Olson LLP	355 South Grand Avenue, 35th Floor, Los Angeles, California 90071-1560	United States
Andrew M. Perkins	Senior Vice President, General Re Life	695 East Main Street, Stamford, Connecticut 06901	United States
Nancy F. Peters	Assistant Vice President of NICO	3024 Harney Street, Omaha, Nebraska 68131	United States
Kara L. Riaguel	Vice President of NICO	3024 Harney Street, Omaha, Nebraska 68131	United States
Patricia H. Roberts	President, General Star Insurance Company	695 East Main Street, Stamford, Connecticut 06901	United States

Frank Roselieb	Payments Specialist, Cologne Re	Theodor-Heuss-Ring 11, Sedanstr. 8, 50668, Cologne, Germany
Robert D. Sciolla	Executive Vice President, General Reinsurance	695 East Main Street, Stamford, Connecticut 06901	United States
Walter Scott, Jr.	Chairman of the Board of Directors of Level 3 Communications, Inc., which is engaged in telecommunications and computer outsourcing	1025 El Dorado Boulevard, Broomfield, Colorado 80021, which is the same address for Level 3 Communications, Inc.	United States
Winfried Senges	Actuary, Cologne Re	Theodor-Heuss-Ring 11, Sedanstr. 8, 50668, Cologne, Germany	Germany
Brian G. Snover	Vice President of NICO	3024 Harney Street, Omaha, Nebraska 68131	United States
Kevin G. Snover	Self-employed attorney	816 Deer Park Avenue, North Babylon, New York 11703	United States
Damon N. Vocke	Senior Vice President of General Re	695 East Main Street, Stamford, Connecticut 06901	United States
Phillip M. Wolf	Senior Vice President of NICO	3024 Harney Street, Omaha, Nebraska 68131	United States
Donald F. Wurster	President of NICO	3024 Harney Street, Omaha, Nebraska 68131	United States

EX-99.6

Exhibit 99.6

Amended and Restated Agreement to File Schedule 13D Jointly

THIS AMENDED AND RESTATED JOINT FILING AGREEMENT is entered into as of February 11, 2009, by and among the parties signatories hereto. This Amended and Restated Joint Filing Agreement amends and restates in its entirety the Agreement to File Schedule 13D Jointly, dated January 31, 2006, filed as Exhibit 5 to the Schedule 13D filed on January 31, 2006 (the “Schedule 13D”). The undersigned hereby agree that the Schedule 13D with respect to the Common Stock of USG Corporation, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Dated: February 11, 2009	Berkshire Hathaway Life Insurance Company of Nebraska
	By:	/s/    Dale L. Geistkemper
	Name:	Dale L. Geistkemper
	Title:	Treasurer
Dated: February 11, 2009	Berkshire Hathaway Assurance Corporation
	By:	/s/    Dale L. Geistkemper
	Name:	Dale L. Geistkemper
	Title:	Treasurer
Dated: February 11, 2009	General Re Corporation
	By:	/s/    William G. Gasdaska
	Name:	William G. Gasdaska
	Title:	Senior Vice President, Chief Financial Officer
Dated: February 11, 2009	Kolnische Ruckversicherungs-Gesellschaft AG
	By:	/s/    William G. Gasdaska
	Name:	William G. Gasdaska
	Title:	Supervisory Board Member
Dated: February 11, 2009	General Reinsurance Corporation
	By:	/s/    William G. Gasdaska
	Name:	William G. Gasdaska
	Title:	Senior Vice President, Chief Financial Officer
Dated: February 11, 2009	General Re Life Corporation
	By:	/s/    Joseph Conetta
	Name:	Joseph Conetta
	Title:	Treasurer
Dated: February 11, 2009	National Indemnity Company
	By:	/s/    Dale L. Geistkemper
	Name:	Dale L. Geistkemper
	Title:	Treasurer
Dated: February 11, 2009	OBH, Inc.
	By:	/s/    Marc D. Hamburg
	Name:	Marc D. Hamburg
	Title:	Vice President
Dated: February 11, 2009	Berkshire Hathaway Inc.
	By:	/s/    Marc D. Hamburg
	Name:	Marc D. Hamburg
	Title:	Senior Vice President
Dated: February 11, 2009	By:	/s/    Warren E. Buffett
		Warren E. Buffett