EXHIBIT 24

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE  PRESENTS,  that each  person  whose  name  appears  below
constitutes and appoints Richard H. Fleming,  John E. Malone and Raymond T. Belz
and each of them, his or her true and lawful  attorneys-in-fact and agents, with
full power of substitution and resubstitution, for and in his or her name, place
and stead, in any and all capacities, to sign the Annual Report on Form 10-k for
the year ending  December 31, 1996 of USG  Corporation and any or all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the  premises,  as fully to all intents  and  purposes as he or she
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents or any of them, or their or his  substitutes,  may
lawfully do or cause to be done by virtue hereof.

This power of attorney has been signed as of the 12th day of February,  1997, by
the following persons:




/s/ William C. Foote                 /s/ W.H. Clark
- ---------------------               ---------------
William C. Foote,                     W. H. Clark,
Chairman of the Board, President      Director
and Chief Executive Officer



/s/ Robert L. Barnett                /s/ James C. Cotting
- ---------------------                --------------------
Robert L. Barnett,                    James C. Cotting,
Director                              Director



/s/ Keith A. Brown                   /s/ Lawrence M. Crutcher
- ------------------                   ------------------------
Keith A. Brown,                       Lawrence M. Crutcher,
Director                              Director



/s/ Philip C. Jackson, Jr.            /s/ David W. Fox
- ---------------------------           -----------------
Philip C. Jackson, Jr.,               David W. Fox,
Director                              Director



/s/ Marvin E. Lesser                  /s/ John B. Schwemm
- ---------------------                 --------------------
Marvin E. Lesser,                     John B. Schwemm,
Director                              Director



/s/ W. Douglas Ford                   /s/ Judith A. Sprieser
- -------------------                   ----------------------
W. Douglas Ford,                      Judith A. Sprieser,
Director                              Director