8-K

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                       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) November 17, 2000.


                                 USG Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                         Commission File Number: 1-8864


          Delaware                                               36-3329400
- -------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. 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
                                                               -----------------





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         Item 5.  OTHER EVENTS.
                  -------------


         The recent bankruptcy of Owens Corning Corporation and speculation
about the effect of the filing on other defendants in the asbestos litigation,
as well as an uncertain business climate, have subjected USG stock to
significant volatility, and this, in turn, has created a source of distraction
to USG employees. Due to the non-diversified nature of the USG Common Stock fund
and concern among employees about the potential impact on USG stock of further
developments regarding other asbestos defendants, which developments are outside
the Corporation's control, the Corporation has suspended contributions to the
USG Common Stock fund in the Corporation's Investment Plan as follows:


Effective November 9, 2000, the Corporation suspended employee contributions to
the USG Common Stock fund in the Corporation's Investment Plan, its qualified
401 K plan. Employees are permitted to maintain current holdings of USG stock in
this fund but are no longer allowed to make new investments in USG stock through
the plan.

For further information, see the letter to employees concerning this change.



         Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.
                  ---------------------------------

                  (c) Exhibits.
                      --------

         (99.1)   Letter to USG employees dated November 8, 2000 regarding USG
                  Corporation Investment Plan





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                                   SIGNATURES


         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: November 17, 2000                 By:   /s/ Richard H. Fleming
                                              --------------------------------
                                        Its:  Executive Vice President
                                              And Chief Financial Officer

EX-99.1

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                                                                    EXHIBIT 99.1


TO:      USG INVESTMENT PLAN PARTICIPANTS

FROM:    #158, P. K. MAITLAND, VICE PRESIDENT COMPENSATION, BENEFITS &
         ADMINISTRATION

DATE:    NOVEMBER 8, 2000

SUBJECT: USG CORPORATION INVESTMENT PLAN - USG COMMON STOCK FUND
- --------------------------------------------------------------------------------

USG's stock price has declined significantly in recent weeks. While the
Corporation continues to have solid operating results, external factors are
impacting the value of USG shares. The market is reacting to a number of
different issues, including a slowdown in the construction market, falling
wallboard prices, and the investment community's concern about anticipated
increases in asbestos litigation costs.

In view of these external factors, and the resulting potential for further
uncertainty in the price of USG Stock, participants in the USG Investment Plan
will not be allowed to make future contributions to the USG Stock fund until
further notice. If you have invested in the USG Stock fund, you should evaluate
the appropriateness of USG Stock in your investment portfolio given current
market conditions and your own personal risk tolerance.

This stock purchase suspension as to future contributions does not require any
immediate action on your part. If you are currently investing new contributions
in the USG Stock fund, future contributions will be automatically redirected to
the Stable Value fund effective with all hourly and salaried payrolls beginning
November 9, 2000. If you prefer one of the other investment alternatives
available in the plan, you can change this allocation by calling the USG
Investment Plan Connection (1-800-953-7526).

In addition, transfers of assets from other funds into the USG Stock fund are
also being suspended. If you wish to transfer existing balances out of the USG
Stock fund into one of the other seven investment alternatives, you can do so by
calling the USG Investment Plan Connection. The telephone system will allow
participants to transfer money out of the USG Stock fund during the suspension
period.

USG and its employees have made many significant operating accomplishments over
the past several years and will make many more in the years ahead. The stock
purchase suspension ensures that employees will not be distracted by unnecessary
concerns about the safety of their supplemental retirement assets.

If you have any questions about these modifications to the Investment Plan,
please contact your Human Resources representative or call the USG Investment
Plan Connection.