SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  SCHEDULE 13G
                               (Amendment No. 6)

                   Under the Securities Exchange Act of 1934 
 

                                USG Corporation
                                (Name of Issuer)


                         Common Stock, $0.10 par value
                         (Title of Class of Securities)


                                   903293405
                                 (CUSIP Number)
                                        
                                        
                               December 31, 2007
            (Date of Event Which Requires Filing of this Statement)

Check the following box to designate the rule pursuant to which the Schedule is
filed:

o Rule 13d-1(b)  
x Rule 13d-1(c)  
o Rule 13d-1(d)  



* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

--------------------------------------------------------------------------------
 

CUSIP No. 903293405                                                                 
                                                                                   
    1.    Names of Reporting Persons                                                
          I.R.S. Identification Nos. of above persons (entities only)              
          D. E. Shaw Laminar Portfolios, L.L.C.                                    
          01-0577802                                                               
                                                                                    
    2.    Check the Appropriate Box if a Member of a Group (See Instructions)       
          (a)                                           o                           
          (b)                                           o                           
                                                                                    
    3.    SEC Use Only                                                              
                                                                                    
    4.    Citizenship or Place of Organization                                      
          Delaware                                                                 


                                                                                          
Number of               5.                  Sole Voting Power                             
Shares                                      -0-                                          
Beneficially                                                                             
Owned by                                                                                 
Each                                                                                     
Reporting                                                                                
Person With                                                                              
                                                                                          
                        6.                  Shared Voting Power                           
                                            3,238,981                                    
                                                                                          
                        7.                  Sole Dispositive Power                        
                                            -0-                                          
                                                                                          
                        8.                  Shared Dispositive Power                      
                                            3,238,981                                    
                                                                                          
    9.       Aggregate Amount Beneficially Owned by Each Reporting Person                 
             3,238,981                                                                   
                                                                                          
    10.      Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See        
             Instructions) o                                                             
                                                                                          
    11.      Percent of Class Represented by Amount in Row (9)                            
             3.3%                                                                        
                                                                                          
    12.      Type of Reporting Person (See Instructions)                                  
             OO                                                                          


 
--------------------------------------------------------------------------------
 
 
CUSIP No. 903293405                                                                       
                                                                                         
   1.     Names of Reporting Persons                                                      
          I.R.S. Identification Nos. of above persons (entities only)                    
          D. E. Shaw & Co., L.L.C.                                                       
          13-3799946                                                                     
                                                                                          
   2.     Check the Appropriate Box if a Member of a Group (See Instructions)             
          (a)                    o                                                        
          (b)                    o                                                        
                                                                                          
   3.     SEC Use Only                                                                    
                                                                                          
   4.     Citizenship or Place of Organization                                            
          Delaware                                                                       
                                                                                          
Number of         5.                                  Sole Voting Power                   
Shares                                                -0-                                
Beneficially                                                                             
Owned by                                                                                 
Each                                                                                     
Reporting                                                                                
Person With                                                                              
                                                                                          
                  6.                                  Shared Voting Power                 
                                                      3,238,981                          
                                                                                          
                  7.                                  Sole Dispositive Power              
                                                      -0-                                
                                                                                          
                  8.                                  Shared Dispositive Power            
                                                      3,238,981                          
                                                                                          
   9.     Aggregate Amount Beneficially Owned by Each Reporting Person                    
          3,238,981                                                                      
                                                                                          
   10.    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See           
          Instructions) o                                                                
                                                                                          
   11.    Percent of Class Represented by Amount in Row (9)                               
          3.3%                                                                           
                                                                                          
   12.    Type of Reporting Person (See Instructions)                                     
          OO                                                                             


 
--------------------------------------------------------------------------------
 

CUSIP No. 903293405                                                                       
                                                                                         
   1.     Names of Reporting Persons                                                      
          I.R.S. Identification Nos. of above persons (entities only)                    
          D. E. Shaw & Co., L.P.                                                         
          13-3695715                                                                     
                                                                                          
   2.     Check the Appropriate Box if a Member of a Group (See Instructions)             
          (a)                    o                                                        
          (b)                    o                                                        
                                                                                          
   3.     SEC Use Only                                                                    
                                                                                          
   4.     Citizenship or Place of Organization                                            
          Delaware                                                                       
                                                                                          
Number of         5.                                  Sole Voting Power                   
Shares                                                -0-                                
Beneficially                                                                             
Owned by                                                                                 
Each                                                                                     
Reporting                                                                                
Person With                                                                              
                                                                                          
                  6.                                  Shared Voting Power                 
                                                      3,539,612                          
                                                                                          
                  7.                                  Sole Dispositive Power              
                                                      -0-                                
                                                                                          
                  8.                                  Shared Dispositive Power            
                                                      3,539,612                          
                                                                                          
   9.     Aggregate Amount Beneficially Owned by Each Reporting Person                    
          3,539,612                                                                      
                                                                                          
   10.    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See           
          Instructions) o                                                                
                                                                                          
   11.    Percent of Class Represented by Amount in Row (9)                               
          3.6%                                                                           
                                                                                          
   12.    Type of Reporting Person (See Instructions)                                     
          IA, PN                                                                         


 
--------------------------------------------------------------------------------
 
CUSIP No. 903293405                                                                 
                                                                                    
    1.     Names of Reporting Persons                                               
           I.R.S. Identification Nos. of above persons (entities only)             
           David E. Shaw                                                           
                                                                                    
    2.     Check the Appropriate Box if a Member of a Group (See Instructions)      
           (a)                                                           o          
           (b)                                                           o          
                                                                                    
    3.     SEC Use Only                                                             
                                                                                    
    4.     Citizenship or Place of Organization                                     
           United States                                                           
                                                                                    


Number of      5.  Sole Voting Power         
Shares             -0-                      
Beneficially                                
Owned by                                    
Each                                        
Reporting                                   
Person With                                 
                                             
               6.  Shared Voting Power       
                   3,539,612                
                                             
               7.  Sole Dispositive Power    
                   -0-                      
                                             
               8.  Shared Dispositive Power  
                   3,539,612                


 
  9.  Aggregate Amount Beneficially Owned by Each Reporting Person                                 
      3,539,612                                                                                   
                                                                                                   
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o        
                                                                                                   
  11. Percent of Class Represented by Amount in Row (9)                                            
      3.6%                                                                                        
                                                                                                   
  12. Type of Reporting Person (See Instructions)                                                  
      IN                                                                                          


 
--------------------------------------------------------------------------------
 
 
   Item 1.                                                                    
   (a)        Name of Issuer:                                                 
              USG Corporation                                                 
                                                                              
   (b)        Address of Issuer's Principal Executive Offices:                
              550 West Adams Street                                           
              Chicago, IL 60661                                               
                                                                              
   Item 2.                                                                    
   (a)        Name of Person Filing:                                          
              D. E. Shaw Laminar Portfolios, L.L.C.                           
              D. E. Shaw & Co., L.L.C.                                        
              D. E. Shaw & Co., L.P.                                          
              David E. Shaw                                                   
                                                                              
   (b)        Address of Principal Business Office or, if none, Residence:    
              The business address for each reporting person is:              
              120 W. 45th Street, Tower 45, 39th Floor                        
              New York, NY 10036                                              
                                                                              
   (c)        Citizenship:                                                    
              D. E. Shaw Laminar Portfolios, L.L.C. is a limited liability    
              company organized under the laws of the state of Delaware.      
              D. E. Shaw & Co., L.L.C. is a limited liability company         
              organized under the laws of the state of Delaware.              
              D. E. Shaw & Co., L.P. is a limited partnership organized under 
              the laws of the state of Delaware.                              
              David E. Shaw is a citizen of the United States of America.     
                                                                              
   (d)        Title of Class of Securities:                                   
              Common Stock, $0.10 par value                                   
                                                                              
   (e)        CUSIP Number:                                                   
              903293405                                                       


 
Item 3.   If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or      
          (c), check whether the person filing is a:                              
                                                                                   
Not Applicable                                                                     



Item 4.        Ownership          
                                  
As of December 31, 2007:        
                                
(a) Amount beneficially owned:  


 
D. E. Shaw Laminar Portfolios, L.L.C.: 3,238,981 shares


 
D. E. Shaw & Co., L.L.C.:        3,238,981 shares                                
                                 This is composed of 3,238,981 shares in the name
                                 of D. E. Shaw Laminar Portfolios, L.L.C.        
                                                                                 
D. E. Shaw & Co., L.P.:          3,539,612 shares                                
                                 This is composed of (i) 3,238,981 shares in the 
                                 name of D. E. Shaw Laminar Portfolios, L.L.C.,  
                                 (ii) 17,631 shares in the name of D. E. Shaw    
                                 Valence Portfolios, L.L.C., and (iii) 283,000   
                                 shares that D. E. Shaw Valence Portfolios,      
                                 L.L.C. has the right to acquire through the     
                                 exercise of listed call options.                
                                                                                 
David E. Shaw:                   3,539,612 shares                                
                                 This is composed of (i) 3,238,981 shares in the 
                                 name of D. E. Shaw Laminar Portfolios, L.L.C.,  
                                 (ii) 17,631 shares in the name of D. E. Shaw    
                                 Valence Portfolios, L.L.C., and (iii) 283,000   
                                 shares that D. E. Shaw Valence Portfolios,      
                                 L.L.C. has the right to acquire through the     
                                 exercise of listed call options.                
                                                                                 


 
--------------------------------------------------------------------------------
(b) Percent of class:
  D. E. Shaw Laminar Portfolios, L.L.C.: 3.3%
  D. E. Shaw & Co., L.L.C.:              3.3%
  D. E. Shaw & Co., L.P.:                3.6%
  David E. Shaw:                         3.6%


 
(c) Number of shares to which the person has:
 
(i)   Sole power to vote or to direct the vote:
  D. E. Shaw Laminar Portfolios, L.L.C.: -0- shares
  D. E. Shaw & Co., L.L.C.:              -0- shares
  D. E. Shaw & Co., L.P.:                -0- shares
  David E. Shaw:                         -0- shares


 
(ii)   Shared power to vote or to direct the vote:
  D. E. Shaw Laminar Portfolios, L.L.C.: 3,238,981 shares
  D. E. Shaw & Co., L.L.C.:              3,238,981 shares
  D. E. Shaw & Co., L.P.:                3,539,612 shares
  David E. Shaw:                         3,539,612 shares


 
(iii)  Sole power to dispose or to direct the disposition of:
  D. E. Shaw Laminar Portfolios, L.L.C.: -0- shares
  D. E. Shaw & Co., L.L.C.:              -0- shares
  D. E. Shaw & Co., L.P.:                -0- shares
  David E. Shaw:                         -0- shares


 
(iv)  Shared power to dispose or to direct the disposition of:
  D. E. Shaw Laminar Portfolios, L.L.C.: 3,238,981 shares
  D. E. Shaw & Co., L.L.C.:              3,238,981 shares
  D. E. Shaw & Co., L.P.:                3,539,612 shares
  David E. Shaw:                         3,539,612 shares


 
David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s
position as President and sole shareholder of D. E. Shaw & Co., Inc., which is
the general partner of D. E. Shaw & Co., L.P., which in turn is the managing
member and investment adviser of D. E. Shaw Valence Portfolios, L.L.C. and the
investment adviser of D. E. Shaw Laminar Portfolios, L.L.C., and by virtue of
David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co.
II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in
turn is the managing member of D. E. Shaw Laminar Portfolios, L.L.C.,
David E. Shaw may be deemed to have the shared power to vote or direct the vote
of, and the shared power to dispose or direct the disposition of, the 3,539,612
shares as described above constituting 3.6% of the outstanding shares and,
therefore, David E. Shaw may be deemed to be the beneficial owner of such
shares. David E. Shaw disclaims beneficial ownership of such 3,539,612 shares.
 
Item 5.  Ownership of Five Percent or Less of a Class                         
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than 5     
percent of the class of securities, check the following [X].                  
                                                                              
Item 6.  Ownership of More than Five Percent on Behalf of Another Person      
Not Applicable                                                                
                                                                              
Item 7.  Identification and Classification of the Subsidiary Which Acquired   
         the Security Being Reported on By the Parent Holding Company or      
         Control Person                                                       
Not Applicable                                                                
                                                                              
Item 8.  Identification and Classification of Members of the Group            
Not Applicable                                                                
                                                                              
Item 9.  Notice of Dissolution of Group                                       
Not Applicable                                                                
                                                                              
Item 10. Certification                                                        
By signing below, each of D. E. Shaw Laminar Portfolios, L.L.C., D. E. Shaw & 
Co., L.L.C., D. E. Shaw & Co., L.P., and David E. Shaw certify that, to the   
best of such reporting person’s knowledge and belief, the securities referred 
to above were not acquired and are not held for the purpose of or with the    
effect of changing or influencing the control of the issuer of the securities 
and were not acquired and are not held in connection with or as a participant 
in any transaction having such purposes or effect.                            


 
--------------------------------------------------------------------------------
 

SIGNATURE
 
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct. Powers of Attorney, dated October 24, 2007, granted by
David E. Shaw in favor of Rochelle Elias, are attached hereto.

Dated: February 14, 2008
 
  D. E. Shaw Laminar Portfolios, L.L.C.                
  By:    D. E. Shaw & Co., L.L.C., as managing member  
                                                       
         By:     /s/ Rochelle Elias                    
                 --------------------------------------
                 Rochelle Elias                        
                 Chief Compliance Officer              


 
 
  D. E. Shaw & Co., L.L.C.                  
                                            
  By:              /s/ Rochelle Elias       
                   -------------------------
                   Rochelle Elias           
                   Chief Compliance Officer 


 
                                                         
                           D. E. Shaw & Co., L.P.        
                                                         
                                                         
                           By:   /s/ Rochelle Elias      
                                 ------------------------
                                 Rochelle Elias          
                                 Chief Compliance Officer


 
                                                              
                      David E. Shaw                           
                                                              
                                                              
                      By:   /s/ Rochelle Elias                
                            ----------------------------------
                            Rochelle Elias                    
                            Attorney-in-Fact for David E. Shaw


 
 
--------------------------------------------------------------------------------
 



EX-1
2
v102749_ex-1.htm


                                   Exhibit 1

                               POWER OF ATTORNEY
                              FOR CERTAIN FILINGS
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, David E. Shaw, hereby make, constitute, and appoint each of:

Anne Dinning,

Rochelle Elias,

Julius Gaudio,

John Liftin,

Louis Salkind,

Stuart Steckler,

Maximilian Stone, and

Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of
substitution, for the purpose of, from time to time, executing in my name and/or
my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the
general partner of D. E. Shaw & Co., L. P. and general partner, managing member,
or manager of other entities, any of which in turn may be acting for itself or
other entities) all documents, certificates, instruments, statements, other
filings, and amendments to the foregoing (collectively, “documents”) determined
by such person to be necessary or appropriate to comply with ownership or
control-person reporting requirements imposed by any United States or non-United
States governmental or regulatory authority, including without limitation Forms
3, 4, 5, and 13F and Schedules 13D and 13G required to be filed with the
Securities and Exchange Commission; and delivering, furnishing, or filing any
such documents to or with the appropriate governmental or regulatory authority.
Any such determination shall be conclusively evidenced by such person’s
execution, delivery, furnishing, and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the
power granted on February 24, 2004, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth
below.

Date: October 24, 2007

DAVID E. SHAW, as President of
D. E. Shaw & Co., Inc.
/s/ David E. Shaw
New York, New York
--------------------------------------------------------------------------------



EX-2
3
v102749_ex-2.htm


                                   Exhibit 2

                               POWER OF ATTORNEY
                              FOR CERTAIN FILINGS
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934


I, David E. Shaw, hereby make, constitute, and appoint each of:

Anne Dinning,

Rochelle Elias,

Julius Gaudio,

John Liftin,

Louis Salkind,

Stuart Steckler,

Maximilian Stone, and

Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of
substitution, for the purpose of, from time to time, executing in my name and/or
my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself or as
the managing member of D. E. Shaw & Co., L.L.C. and general partner, managing
member, or manager of other entities, any of which in turn may be acting for
itself or other entities) all documents, certificates, instruments, statements,
other filings, and amendments to the foregoing (collectively, “documents”)
determined by such person to be necessary or appropriate to comply with
ownership or control-person reporting requirements imposed by any United States
or non-United States governmental or regulatory authority, including without
limitation Forms 3, 4, 5, and 13F and Schedules 13D and 13G required to be filed
with the Securities and Exchange Commission; and delivering, furnishing, or
filing any such documents to or with the appropriate governmental or regulatory
authority. Any such determination shall be conclusively evidenced by such
person’s execution, delivery, furnishing, and/or filing of the applicable
document.

This power of attorney shall be valid from the date hereof and replaces the
power granted on February 24, 2004, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth
below.

Date: October 24, 2007

DAVID E. SHAW, as President of
D. E. Shaw & Co. II, Inc.
/s/ David E. Shaw
New York, New York
 
 
                                        
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