EXHIBIT 24
                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE  PRESENTS,  that each  person  whose  name  appears  below
constitutes  and  appoints  Richard H.  Fleming,  Raymond  T. Belz,  and Dean H.
Goossen  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, 1997 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 10th day of  February,
1998, by the following persons:

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

/s/ P.J. O'Bryan                                     /s/ James C. Cotting
- ----------------                                     --------------------
P.J. O'Bryan,                                        James C. Cotting,
Director, President and Chief                        Director
Operating Officer

/s/ Robert L. Barnett                                /s/ Lawrence M. Crutcher
- ---------------------                                ------------------------
Robert L. Barnett,                                   Lawrence M. Crutcher,
Director                                             Director

/s/ Keith A. Brown                                   /s/ W. Douglas Ford
- ------------------                                   -------------------
Keith A. Brown,                                      W. Douglas Ford,
Director                                             Director

/s/ David W. Fox                                     /s/ John B. Schwemm
- ----------------                                     -------------------
David W. Fox,                                        John B. Schwemm,
Director                                             Director

/s/ Philip C. Jackson, Jr.                           /s/ Judith A. Sprieser
- --------------------------                           ----------------------
Philip C. Jackson, Jr.                               Judith A. Sprieser,
Director                                             Director

/s/ Marvin E. Lesser
- --------------------
Marvin E. Lesser
Director