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) May 24, 1995. USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction (I.R.S. Employer of 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 Item 5. Other Events. USG Corporation today announced that its largest shareholder, Water Street Corporate Recovery Fund I, L.P., owner of approximately 21% of USG's common stock, has distributed its holdings to approximately 75 limited partners and its general partner, Goldman, Sachs & Co.. An agreement between USG Corporation, Water Street and Goldman Sachs was terminated and two Goldman Sachs partners, Barry L. Zubrow and Wade Fetzer III, who have served on USG's Board of Directors since May, 1993, have resigned as Directors. For further information, see the press release announcing such development included as an exhibit to this report. Item 7. Financial Statements and Exhibits. (c) Exhibits (28) Press release issued by USG Corporation on May 24, 1995. 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: May 24, 1995 By: /S/Dean H. Goossen Its: Corporate Secretary