BY-LAWS

                                       OF

                                 USG CORPORATION

                                   (DELAWARE)



                               AS OF JULY 17, 2002





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                                     BY-LAWS

                                       OF

                                 USG CORPORATION



                                    ARTICLE I



                                     OFFICES



         The principal 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 date and time 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

conveniently may be.



                                SPECIAL MEETINGS



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

time by the chief executive officer of the corporation or by the corporate

secretary upon a request in writing of a majority of the board of directors.

Such request shall state the purpose or purposes of the proposed meeting.



                                PLACE OF MEETINGS



         Section 3. All meetings of the stockholders for the election of

directors shall be held in the City of Chicago, State of Illinois, or at such

other place as may be fixed from time to time by the board of directors.

Meetings of stockholders for any other purpose may be held at such time and

place, within or without the State of Delaware, as shall be stated in the notice

of the meeting or in a duly executed waiver of notice thereof.









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                               NOTICE OF MEETINGS



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

meeting, and in the case of a special meeting the purpose or purposes for which

the meeting is called, shall be given by mail to each stockholder entitled to

vote thereat not less than ten (10) days, nor more than sixty (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 his address as it appears on the records of the

corporation, with postage prepaid.



                           QUORUM, VOTE AND PROCEDURES



         Section 5. (a) 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 except as otherwise provided by statute or by the

certificate of incorporation. 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

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