BY-LAWS

                                       OF

                                 USG CORPORATION



                                   ARTICLE I



                                     OFFICES



      The registered office of the corporation in the State of Delaware shall be

in the City of Wilmington, County of New Castle. The corporation may have such

other offices, either within or without the State of Delaware, as the business

of the corporation may require from time to time.



                                   ARTICLE II



                                  STOCKHOLDERS



                                 ANNUAL MEETING



      Section 1. The dates and times of the annual meetings of stockholders

shall be determined by or under the authority of the board of directors as

permitted by law for the purpose of electing directors and the transaction of

such other business as may properly come before the meeting. If the election of

directors shall not be held on the date designated for any such annual meeting

or at any adjournment thereof, the board of directors shall cause the election

to be held at a special meeting of the stockholders as soon thereafter as the

board of directors determines to be reasonably practicable.



                                SPECIAL MEETINGS



      Section 2. Special meetings of the stockholders may be called at any time

by the chair of the board of directors or, if there shall be none then in

office, the chief executive officer of the corporation or by the corporate

secretary upon a request in writing of a majority of the number of directors as

determined from time to time by the board of directors under Section 2(b) of

Article III of these by-laws (the "whole board"). Any such request shall state

the purpose or purposes of the proposed meeting.



                           PLACE AND TIME OF MEETINGS



      Section 3. Meetings of the stockholders for any purpose may be held at

such time and place, within or without the State of Delaware, as shall be

determined by the board of directors. Notwithstanding the foregoing, the board

of directors may, in its sole discretion, determine that meetings of

stockholders will not be held at any place, but will instead be held by means of

remote communication, subject to such guidelines and procedures as the board of

directors may adopt from time to time. The board of directors may postpone and

reschedule any previously scheduled annual or special meeting of stockholders.



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                               NOTICE OF MEETINGS



      Section 4. Written notice stating the place, day and hour of the meeting,

the means of remote communication, if any, by which stockholders and proxies may

be deemed to be present in person and vote at such meeting and in the case of a

special meeting the purpose or purposes for which the meeting is called, shall

be given by mail or electronically to each stockholder entitled to vote thereat

not less than ten days nor more than 60 days before the date of the meeting.

Such notice, when mailed, shall be deemed to be delivered when deposited in the

United States mail in a sealed envelope addressed to the stockholder at such

stockholder's address as it appears in the records of the corporation, with

postage prepaid; if sent electronically, such notice shall be deemed given when

dispatched electronically to the email address of such stockholder it provided

to the corporation.



                           QUORUM, VOTE AND PROCEDURES



      Section 5. (a) Except as may be otherwise provided in resolutions of the

board of directors providing for the issuance of any class or series of

preferred stock (a "preferred stock designation"), the holders of a majority of

the stock issued and outstanding and entitled to vote thereat, present in person

or represented by proxy, shall constitute a quorum at all meetings of the

stockholders for the transaction of business. If, however, such quorum shall not

be present or represented at any meeting of the stockholders, the stockholders

entitled to vote thereat, present in person or represented by proxy, shall have

power to adjourn the meeting from time to time, without notice other than

announcement at the meeting, until a quorum shall be present or represented. At

such adjourned meeting at which a quorum shall be present or represented, any

business may be transacted which might have been transacted at the meeting as

originally scheduled.



            (b) When a quorum is present at any meeting, the vote of the holders

of a majority of the stock having voting power present in person or represented

by proxy and entitled to vote on the subject matter and which is actually so

voted shall decide any question brought before such meeting, unless the question

is one upon which by express provision of the certificate of incorporation, a

preferred stock designation, these by-laws, law or stock exchange requirements a

different vote is required, in which case such express provision shall govern

and control the decision of such question.



                             ORGANIZATION OF MEETING



      Section 6. The chair of the board of directors, or such other officer of

the corporation designated by a majority of the whole board, shall call meetings

of the stockholders to order and shall act as presiding officer thereof. Unless

otherwise determined prior to the meeting by a majority of the whole board, the

presiding officer of the meeting of stockholders shall have the right and the

authority to determine and maintain the rules, regulations and procedures for

what the presiding officer determines to be the proper conduct of the meeting,

including without limitation restricting entry to the meeting after it has

commenced, maintaining order and the safety of those in attendance, opening and

closing the polls for voting, dismissing business or proposals not properly

submitted, limiting the time allowed for discussion of the business of the

meeting, restricting the persons (other than stockholders of the corporation or

their duly



                                       2



{PAGE}



appointed proxies) that may attend the meeting and ascertaining whether any

stockholder or proxy may be excluded from the meeting based upon any

determination by the presiding officer, in his or her sole discretion, that the

stockholder or proxy has disrupted or is likely to disrupt the meeting. The

corporate secretary or such other officer designated by the presiding officer of

the meeting shall act as secretary of the meeting of stockholders.



                                 VOTING OF STOCK

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