SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                   FORM 11-K/A

                                 Amendment No. 1


(Mark One)

     X         ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
               EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       OR


               TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
               EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number: 1-8864

     A.   Full title of plan and the address of the plan, if different from that
          of the issuer named below:

                  USG CORPORATION INVESTMENT PLAN

     B.   Name of issuer of the securities held pursuant to the plan and the
          address of its principal executive office:

                  USG Corporation
                  125 South Franklin Street
                  Chicago, IL  60606-4678


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









                                TABLE OF CONTENTS

Explanatory Note
Signature
Exhibit Index
Exhibit 23









EXPLANATORY NOTE

This Form 11-K/A amends the Form 11-K of the USG Corporation Investment Plan
(formerly the USG Corporation Investment Plan for Salaried Employees) filed on
March 28, 2002, for the purpose of including the Consent of the Independent
Public Accountants attached hereto as Exhibit 23.









                                    SIGNATURE


The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the USG Corporation Pension and Investment Committee has duly caused this
amendment to its annual report to be signed on its behalf by the undersigned
hereunto duly authorized.


                                            USG CORPORATION INVESTMENT PLAN


                                            By:  /s/ Peter K. Maitland
                                                 --------------------------
                                                 Peter K. Maitland,
                                                 Plan Administrator




Date:  June 30, 2003










                                  EXHIBIT INDEX

Exhibit No.                         Description

Exhibit 23                          Consent of Independent Accountants.