As filed  with the  Securities  and  Exchange  Commission  on August  22,  1997.
Registration  No. 333-
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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


                                    FORM S-8
                          Registration Statement Under
                           the Securities Act of 1933
                      ------------------------------------


                                 USG CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

         Delaware                                             36-3329400
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                             Identification No.)

                            125 South Franklin Street
                             Chicago, Illinois 60606
                    (Address of Principal Executive Offices)


                                 USG CORPORATION
                        OMNIBUS MANAGEMENT INCENTIVE PLAN

                            (Full Title of the Plan)


           Dean H. Goossen                            Telephone number,
         Corporate Secretary                        including area code,
          USG Corporation                           of agent for service:
      125 South Franklin Street                       (312) 606-4000
      Chicago, Illinois  60606
(Name and Address of Agent For Service)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                        CALCULATION  OF  REGISTRATION  FEE
<S>           <C>                    <C>                   <C>              <C>             <C>  

                                                            Proposed        Proposed
               Title of                                      Maximum         Maximum
              Securities                  Amount            Offering        Aggregate        Amount of
                 to be                     to be             Price          Offering       Registration
              Registered             Registered (1,2)      Per Unit (3)     Price (3)          Fee


Common Stock, par value
    $.10 per share                   1,650,000 Shares      $44.9375         $74,146,875     $24,468.47
</TABLE>

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


     (1) An  undetermined  number  of  additional  shares  may be  issued if the
anti-dilution adjustment provisions of the plan become operative.

     (2) There is also  registered  hereunder an equal number of Preferred Share
Purchase Rights,  which initially will be attached to and transferable only with
the Common Stock.

     (3) Estimated solely for the purpose of calculating the registration fee in
accordance  with Rule  457(c)  and (h) under the  Securities  Act of 1933 on the
basis of the average of the high and low prices of the Common  Stock as reported
on the New York Stock Exchange on August 21, 1997.

<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

                  The following  documents are  incorporated  by reference  into
this Registration Statement:


                  (1) The Annual Report of USG  Corporation  (the  "Company") on
Form 10-K for the fiscal year ended December 31, 1996, which has heretofore been
filed  by  the  Company  with  the  Securities  and  Exchange   Commission  (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"1934 Act").

                  (2) The  Company's  Quarterly  Reports  on Form  10-Q  for the
fiscal  quarterly  periods  ended  March  31,  and June  30,  1997,  which  have
heretofore  been filed by the Company with the  Commission  pursuant to the 1934
Act.

                  (3) All  other  reports  filed  by the  Company  and the  Plan
pursuant to Section 13(a) or 15(d) of the 1934 Act since December 31, 1996.

                  (4) The description of the Company's Common Stock contained in
the  Company's  Registration  Statement  on Form 8-A filed  with the  Commission
pursuant to Section 12 of the 1934 Act.

                  All documents  subsequently  filed by the Company  pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective  amendment that  indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference into this  Registration  Statement and to be a
part hereof from the date of filing of such documents (such  documents,  and the
documents  enumerated  above,  being  hereinafter  referred to as  "Incorporated
Documents");   provided,   however,  that  the  documents  enumerated  above  or
subsequently  filed by the registrant  pursuant to Section 13(a),  13(c), 14 and
15(d)  of the 1934 Act in each  year  during  which  the  offering  made by this
Registration  Statement is in effect prior to the filing with the  Commission of
the  Company's  Annual  Report on Form  10-K  covering  such  year  shall not be
Incorporated  Documents or be  incorporated  by  reference in this  Registration
Statement or be a part hereof from and after the filing of such Annual Reports.

                  Any statement  contained in an Incorporated  Document shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  Incorporated  Document  modifies or supersedes such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

                  The  securities  to be offered are  registered  under  Section
12(b) of the 1934 Act.


Item 5.  Interest of Named Experts and Counsel.

                  The legality of the Common Stock and attached  Preferred Share
Purchase Rights issuable in connection with awards under the Plan will be passed
upon by Dean H.  Goossen,  Corporate  Secretary and an officer and a employee of
the  Company.  On the date of this  Registration  Statement,  Mr.  Goossen  held
options  for the  purchase  of  33,500  shares  of Common  Stock  granted  under
predecessor  plans, of which options for 25,000 shares are exercisable within 60
days of this Registration Statement. In addition, Mr. Goossen holds 1,500 shares
of performance-based restricted stock which are subject to corporate performance
and risk of forfeiture  until  January,  2000.  Mr. Goossen will be eligible for
subsequent  awards under the Plan.  No other  expert  named in the  Registration
Statement has any reportable interest.

Item 6.  Indemnification of Directors and Officers.

                  Section  145 of  the  Delaware  General  Corporation  Law  and
Article Tenth of the  Certificate of  Incorporation  of the Company  provide for
indemnification  of directors  and officers for expenses  (including  reasonable
amounts paid in settlement) incurred in defending actions brought against them.

                  The  Company  maintains   directors  and  officers   liability
insurance  covering all  directors  and officers of the Company  against  claims
arising out of the performance of their duties.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  Reference is made to the Exhibit Index.

Item 9.  Undertakings.

                  The registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the  Securities  Act of 1933, as amended (the "Act"),  each such  post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

                  (3) That, for the purposes of determining  any liability under
the Act, each filing of the registrant's annual report pursuant to Section 13(a)
or  Section  15(d) of the 1934 Act (and,  where  applicable,  each  filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act)
that is incorporated by reference in the Registration  Statement shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (4) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.


                  (5) Insofar as indemnification  for liabilities  arising under
the Act may be permitted to directors,  officers and controlling  persons of the
registrant  pursuant to the  provisions  described in Item 6 or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the undersigned  registrant certifies that it has reasonable grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the  City of  Chicago,  State  of
Illinois, on the 13th day of August, 1997.


                                 USG CORPORATION


                                 By: /s/ Richard H. Fleming
                                 --------------------------
                                 Richard H. Fleming
                                 Senior Vice President and
                                 Chief Financial Officer


                  Pursuant  to the  Securities  Act of 1933,  as  amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the 13th day of August, 1997.


/s/  Willaim C. Foote                                               *          
-------------------------                              -------------------------
William C. Foote                                       James C. Cotting
Chairman, Chief Executive Officer and Director         Director       
(Principal Executive Officer)


/s/  P. Jack O'Bryan                                                *      
-------------------------                              -------------------------
P. Jack O'Bryan                                        Lawrence M. Crutcher
President, Chief Operating Officer and Director        Director


/s/  Richard H. Fleming                                             *         
-------------------------                              -------------------------
Richard H. Fleming                                     W. Douglas Ford
Senior Vice President and Chief Financial Officer      Director               
(Principal Financial Officer)


/s/  Raymond T. Belz                                                *      
-------------------------                              -------------------------
Raymond T. Belz                                        David W. Fox
Vice President and Controller                          Director
(Principal Accounting Officer)


             *                                                      *
-------------------------                              -------------------------
Robert L. Barnett                                      Philip C. Jackson, Jr.
Director                                               Director


             *                                                      *
-------------------------                              -------------------------
Keith A. Brown                                         Marvin E. Lesser
Director                                               Director

             *                                                      *
-------------------------                              -------------------------
W.H. Clark                                             John B. Schwemm
Director                                               Director


             *
-------------------------                              
Judith A. Sprieser
Director



*By: /s/  Dean H. Goossen
-------------------------
Dean H. Goossen
Attorney-in-Fact


<TABLE>
<CAPTION>


                                  EXHIBIT INDEX

Exhibit Number                                        Description
<S>                      <C>
      4.1                The Company's Restated Certificate of Incorporation, as
                         amended  (incorporated  herein by  reference to Exhibit
                         3.1 of the Company's Form 8-K, dated May 7, 1993).

      4.2                The Company's Amended and Restated By-Laws (incorporated herein by reference to
                         Exhibit 3(b) of Amendment No. 1 to the Company's Registration Statement No. 33-61162
                         on Form S-1, dated June 16, 1993).

      5*                 Opinion of Counsel (including consent) of Dean H. Goossen, Corporate Secretary and
                         Counsel, USG Corporation.
                         
     15*                 Letter of Arthur Andersen LLP regarding unaudited interim financial information.

     23.1*               Consent of Arthur Andersen LLP.

     24*                 Power of Attorney.


*Filed herewith.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "OMNIBUS MANAGEMENT INCENTIVE PLAN", "secsgml_size_bytes": 15137}]
{"company-data": {"conformed-name": "USG CORP", "cik": "0000757011", "assigned-sic": "3270", "irs-number": "363329400", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34147", "film-number": "97668216"}, "business-address": {"street1": "125 S FRANKLIN ST", "street2": "DEPT. 188", "city": "CHICAGO", "state": "IL", "zip": "60606", "phone": "3126064000"}}
As filed  with the  Securities  and  Exchange  Commission  on August  22,  1997.
Registration  No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                                    FORM S-8
                          Registration Statement Under
                           the Securities Act of 1933
                      ------------------------------------

                                 USG CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

         Delaware                                             36-3329400
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                             Identification No.)

                            125 South Franklin Street
                             Chicago, Illinois 60606
                    (Address of Principal Executive Offices)

                                 USG CORPORATION
                        OMNIBUS MANAGEMENT INCENTIVE PLAN

                            (Full Title of the Plan)

           Dean H. Goossen                            Telephone number,
         Corporate Secretary                        including area code,
          USG Corporation                           of agent for service:
      125 South Franklin Street                       (312) 606-4000
      Chicago, Illinois  60606
(Name and Address of Agent For Service)

--------------------------------------------------------------------------------
CALCULATION  OF  REGISTRATION  FEE
Proposed        Proposed
               Title of                                      Maximum         Maximum
              Securities                  Amount            Offering        Aggregate        Amount of
                 to be                     to be             Price          Offering       Registration
              Registered             Registered (1,2)      Per Unit (3)     Price (3)          Fee

Common Stock, par value
    $.10 per share                   1,650,000 Shares      $44.9375         $74,146,875     $24,468.47
--------------------------------------------------------------------------------

     (1) An  undetermined  number  of  additional  shares  may be  issued if the
anti-dilution adjustment provisions of the plan become operative.

     (2) There is also  registered  hereunder an equal number of Preferred Share
Purchase Rights,  which initially will be attached to and transferable only with
the Common Stock.

     (3) Estimated solely for the purpose of calculating the registration fee in
accordance  with Rule  457(c)  and (h) under the  Securities  Act of 1933 on the
basis of the average of the high and low prices of the Common  Stock as reported
on the New York Stock Exchange on August 21, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The following  documents are  incorporated  by reference  into
this Registration Statement:

                  (1) The Annual Report of USG  Corporation  (the  "Company") on
Form 10-K for the fiscal year ended December 31, 1996, which has heretofore been
filed  by  the  Company  with  the  Securities  and  Exchange   Commission  (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"1934 Act").

                  (2) The  Company's  Quarterly  Reports  on Form  10-Q  for the
fiscal  quarterly  periods  ended  March  31,  and June  30,  1997,  which  have
heretofore  been filed by the Company with the  Commission  pursuant to the 1934
Act.

                  (3) All  other  reports  filed  by the  Company  and the  Plan
pursuant to Section 13(a) or 15(d) of the 1934 Act since December 31, 1996.

                  (4) The description of the Company's Common Stock contained in
the  Company's  Registration  Statement  on Form 8-A filed  with the  Commission
pursuant to Section 12 of the 1934 Act.

                  All documents  subsequently  filed by the Company  pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective  amendment that  indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference into this  Registration  Statement and to be a
part hereof from the date of filing of such documents (such  documents,  and the
documents  enumerated  above,  being  hereinafter  referred to as  "Incorporated
Documents");   provided,   however,  that  the  documents  enumerated  above  or
subsequently  filed by the registrant  pursuant to Section 13(a),  13(c), 14 and
15(d)  of the 1934 Act in each  year  during  which  the  offering  made by this
Registration  Statement is in effect prior to the filing with the  Commission of
the  Company's  Annual  Report on Form  10-K  covering  such  year  shall not be
Incorporated  Documents or be  incorporated  by  reference in this  Registration
Statement or be a part hereof from and after the filing of such Annual Reports.

                  Any statement  contained in an Incorporated  Document shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  Incorporated  Document  modifies or supersedes such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

                  The  securities  to be offered are  registered  under  Section
12(b) of the 1934 Act.

Item 5.  Interest of Named Experts and Counsel.

                  The legality of the Common Stock and attached  Preferred Share
Purchase Rights issuable in connection with awards under the Plan will be passed
upon by Dean H.  Goossen,  Corporate  Secretary and an officer and a employee of
the  Company.  On the date of this  Registration  Statement,  Mr.  Goossen  held
options  for the  purchase  of  33,500  shares  of Common  Stock  granted  under
predecessor  plans, of which options for 25,000 shares are exercisable within 60
days of this Registration Statement. In addition, Mr. Goossen holds 1,500 shares
of performance-based restricted stock which are subject to corporate performance
and risk of forfeiture  until  January,  2000.  Mr. Goossen will be eligible for
subsequent  awards under the Plan.  No other  expert  named in the  Registration
Statement has any reportable interest.

Item 6.  Indemnification of Directors and Officers.

                  Section  145 of  the  Delaware  General  Corporation  Law  and
Article Tenth of the  Certificate of  Incorporation  of the Company  provide for
indemnification  of directors  and officers for expenses  (including  reasonable
amounts paid in settlement) incurred in defending actions brought against them.

                  The  Company  maintains   directors  and  officers   liability
insurance  covering all  directors  and officers of the Company  against  claims
arising out of the performance of their duties.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  Reference is made to the Exhibit Index.

Item 9.  Undertakings.

                  The registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the  Securities  Act of 1933, as amended (the "Act"),  each such  post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

                  (3) That, for the purposes of determining  any liability under
the Act, each filing of the registrant's annual report pursuant to Section 13(a)
or  Section  15(d) of the 1934 Act (and,  where  applicable,  each  filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act)
that is incorporated by reference in the Registration  Statement shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (4) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                  (5) Insofar as indemnification  for liabilities  arising under
the Act may be permitted to directors,  officers and controlling  persons of the
registrant  pursuant to the  provisions  described in Item 6 or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the undersigned  registrant certifies that it has reasonable grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the  City of  Chicago,  State  of
Illinois, on the 13th day of August, 1997.

                                 USG CORPORATION

                                 By: /s/ Richard H. Fleming
                                 --------------------------
                                 Richard H. Fleming
                                 Senior Vice President and
                                 Chief Financial Officer

                  Pursuant  to the  Securities  Act of 1933,  as  amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the 13th day of August, 1997.

/s/  Willaim C. Foote                                               *          
-------------------------                              -------------------------
William C. Foote                                       James C. Cotting
Chairman, Chief Executive Officer and Director         Director       
(Principal Executive Officer)

/s/  P. Jack O'Bryan                                                *      
-------------------------                              -------------------------
P. Jack O'Bryan                                        Lawrence M. Crutcher
President, Chief Operating Officer and Director        Director

/s/  Richard H. Fleming                                             *         
-------------------------                              -------------------------
Richard H. Fleming                                     W. Douglas Ford
Senior Vice President and Chief Financial Officer      Director               
(Principal Financial Officer)

/s/  Raymond T. Belz                                                *      
-------------------------                              -------------------------
Raymond T. Belz                                        David W. Fox
Vice President and Controller                          Director
(Principal Accounting Officer)

             *                                                      *
-------------------------                              -------------------------
Robert L. Barnett                                      Philip C. Jackson, Jr.
Director                                               Director

             *                                                      *
-------------------------                              -------------------------
Keith A. Brown                                         Marvin E. Lesser
Director                                               Director

             *                                                      *
-------------------------                              -------------------------
W.H. Clark                                             John B. Schwemm
Director                                               Director

             *
-------------------------                              
Judith A. Sprieser
Director

*By: /s/  Dean H. Goossen
-------------------------
Dean H. Goossen
Attorney-in-Fact
EXHIBIT INDEX

Exhibit Number                                        Description
4.1                The Company's Restated Certificate of Incorporation, as
                         amended  (incorporated  herein by  reference to Exhibit
                         3.1 of the Company's Form 8-K, dated May 7, 1993).

      4.2                The Company's Amended and Restated By-Laws (incorporated herein by reference to
                         Exhibit 3(b) of Amendment No. 1 to the Company's Registration Statement No. 33-61162
                         on Form S-1, dated June 16, 1993).

      5*                 Opinion of Counsel (including consent) of Dean H. Goossen, Corporate Secretary and
                         Counsel, USG Corporation.
                         
     15*                 Letter of Arthur Andersen LLP regarding unaudited interim financial information.

     23.1*               Consent of Arthur Andersen LLP.

     24*                 Power of Attorney.

*Filed herewith.