| USG Corporation | ||
| 550 West Adams Street | ||
| Chicago, IL 60661 | ||
| 312-436-5978 Fax: 312-672-5978 | ||
| eregenbogen@usg.com |
Ellis A. Regenbogen |  | |
| Corporate Secretary and | ||
| Associate General Counsel |
September 17, 2007
By EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3561
Washington, DC 20549
Division of Corporation Finance
Mail Stop 3561
Washington, DC 20549
| Attn: | Ms. Ellie Quarles | |
| Special Counsel | ||
| RE: | USG Corporation | |
| Definitive 14A | ||
| Filed March 30, 2007 | ||
| File No. 1 — 08864 |
Ladies and Gentlemen:
This is in reference to your letter dated August 21, 2007 to William C. Foote, Chairman and Chief Executive Officer of USG Corporation, which letter was received at Mr. Foote’s office on August 29, 2007. As discussed with Ms. Quarles by telephone, USG Corporation is reviewing the comments set forth in that letter and intends to discuss the comments and its proposed response to them with the Compensation and Organization Committee of its Board of Directors and others before providing its written response to the Staff. As discussed with Ms. Quarles, USG Corporation expects to provide the Staff with its response to these comments by October 12, 2007.
Please contact me if you have any questions regarding this matter.
Sincerely,
Ellis A. Regenbogen