FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * BERKSHIRE HATHAWAY INC   2. Issuer Name and Ticker or Trading Symbol USG CORP [USG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3555 FARNAM STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/09/2013 (Street) OMAHA, NE 68131 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/09/2013   C   21,388,597 (3) A $ 11.4 38,460,789 (2) (3) (4) I See footnotes 2, 3 and 4. (2) (3) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

10% Contingent Convertible Senior Notes due 2018

(1)

12/09/2013

C

$ 243,830,000

02/09/2009

11/30/2018

Common Stock

21,388,597

$ 243,830,000 (3) (4)

$ 56,170,000 (3) (4)

I

See footnotes 2, 3 and 4. (2) (3) (4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BERKSHIRE HATHAWAY INC 3555 FARNAM STREET OMAHA, NE 68131		X
BUFFETT WARREN E 3555 FARNAM STREET OMAHA, NE 68131		X
NATIONAL INDEMNITY CO 3024 HARNEY STREET OMAHA, NE 68131		X

Signatures

Berkshire Hathaway Inc., by Marc D. Hamburg		12/31/2013
**Signature of Reporting Person		Date
Warren E. Buffett		12/31/2013
**Signature of Reporting Person		Date
National Indemnity Company, by Marc D. Hamburg		12/31/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The 10% Contingent Convertible Senior Notes due 2018 ("Notes") are convertible into shares of Common Stock, $0.10 par value ("Shares") at an initial conversion price of $11.40 per share, subject to adjustment under certain circumstances.
(2)	These shares are owned by four subsidiaries of Berkshire Hathaway Inc. ("Berkshire") as follows: National Indemnity Company ("NICO") (17,072,192 shares), Berkshire Hathaway Life Insurance Company of Nebraska ("BH Nebraska") (11,403,509 shares), Berkshire Hathaway Assurance Corporation ("BH Assurance") (6,414,474 shares) and General Re Life Corporation ("General Re Life") (3,570,614 shares).
(3)	$130 million aggregate principal amount of Notes held by BH Nebraska were converted into 11,403,509 shares of USG Common Stock, $73.125 million aggregate principal amount of Notes held by BH Assurance were converted into 6,414,474 shares of USG Common Stock and $40.705 million aggregate principal amount of Notes held by General Re Life were converted into 3,570,614 shares of USG Common Stock. Such conversions occurred following receipt of notice of redemption of the converted Notes.
(4)	As Berkshire and NICO are each in the chain of ownership of BH Nebraska and BH Assurance, each of Berkshire and NICO may be deemed presently to both beneficially own and have a pecuniary interest in the Notes presently owned by BH Nebraska and BH Assurance. As Berkshire is in the chain of ownership of General Re Life, Berkshire may be deemed presently to both beneficially own and have a pecuniary interest in the Notes presently owned by General Re Life. Warren E. Buffett, as controlling shareholder of Berkshire, may be deemed presently to beneficially own, but only to the extent he has a pecuniary interest in, the Notes presently owned by BH Nebraska, BH Assurance and General Re Life. Mr. Buffett disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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