EXHIBIT 10(p)


                                 FIRST AMENDMENT
                                       TO
                        OMNIBUS MANAGEMENT INCENTIVE PLAN
                               OF USG CORPORATION


         FIRST AMENDMENT dated as of November 11, 1997 (this "First Amendment"),
to the Omnibus Management Incentive Plan of USG Corporation (the "Plan"),  which
Plan was adopted and approved by the  Compensation  and  Organization  Committee
(the   "Committee")  of  the  Board  of  Directors  of  USG   Corporation   (the
"Corporation")  on February 11, 1997,  and approved by the  stockholders  of the
Corporation on May 14, 1997.


WHEREAS,  the  Committee  has  approved  an  amendment  to the  Plan to  require
stockholder approve of certain modifications of awards under the Plan;


NOW, THEREFORE,  in consideration of the premises, the Plan is hereby amended as
set forth below:

         Section  5(a)(iv) of the Plan is hereby  amended by the addition of the
following sentence at the end thereof:

                  "Notwithstanding anything in this Plan to the contrary, awards
                  of Restricted Stock that are not performance-based  shall have
                  restriction periods of not less than three (3) years."

         The second  paragraph of Section 9(b) of the Plan is hereby  amended by
the addition of the following sentence at the end thereof:

                  "In addition, unless the shareholders of the Corporation shall
                  have first approved  thereof,  no amendment of the Plan or any
                  award  agreement  thereunder  shall be  effective  which would
                  permit the  re-pricing  of  outstanding  stock  options or the
                  waiver  of  restrictions  on  outstanding   restricted   stock
                  awards."

         3.       Except  as  expressly  amended  and  modified  by  this  First
                  Amendment,  the Plan is hereby  ratified and  confirmed in all
                  respects.


         IN WITNESS WHEREOF,  the Corporation has caused this First Amendment to
be executed by its  officers  thereunto  duly  authorized  as of the 11th day of
November 1997.



                        USG CORPORATION



                         By /s/ Harold E. Pendexter, Jr.
                         -------------------------------
                         Harold E. Pendexter, Jr.
                         Senior Vice President and
                         Chief Administrative Officer
Attest:

/s/ Dean H. Goossen
- -------------------
Dean H. Goossen
Corporate Secretary