EXHIBIT 24

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose name appears below
constitutes and appoints Richard H. Fleming, D. Rick Lowes and Ellis A.
Regenbogen 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, 2006, 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 14th day of February 2007 by
the following persons:


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


/s/ Jose Armario                        /s/ Valerie B. Jarrett
- -------------------------------------   ----------------------------------------
Jose Armario,                           Valerie B. Jarrett,
Director                                Director


/s/ Robert L. Barnett                   /s/ Steven F. Leer
- -------------------------------------   ----------------------------------------
Robert L. Barnett,                      Steven F. Leer,
Director                                Director


/s/ Keith A. Brown                      /s/ Marvin E. Lesser
- -------------------------------------   ----------------------------------------
Keith A. Brown,                         Marvin E. Lesser,
Director                                Director


/s/ James C. Cotting                    /s/ John B. Schwemm
- -------------------------------------   ----------------------------------------
James C. Cotting,                       John B. Schwemm,
Director                                Director


/s/ Lawrence M. Crutcher                /s/ Judith A. Sprieser
- -------------------------------------   ----------------------------------------
Lawrence M. Crutcher,                   Judith A. Sprieser,
Director                                Director


/s/ W. Douglas Ford
- -------------------------------------
W. Douglas Ford,
Director