FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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

OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person *   FAIRFAX FINANCIAL HOLDINGS LTD/ CAN 2. Date of Event Requiring Statement (Month/Day/Year) 02/09/2009 3. Issuer Name and Ticker or Trading Symbol USG CORP [USG] (Last) (First) (Middle) 95 WELLINGTON STREET WEST, SUITE 800 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) TORONTO, A6 M5J 2N7 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock, $0.10 par value (?Shares?) 7,111,500 I see footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
10% Contingent Convertible Senior Notes due 2018 (?Notes?)	02/09/2009	  (2)	Common Stock, $0.10 par value	8,771,930	$ (3)	I	see footnote (4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7	Â	  X	Â	Â
WATSA V PREM ET AL 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7	Â	  X	Â	Â
1109519 ONTARIO LTD 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7	Â	  X	Â	Â
SIXTY TWO INVESTMENT CO LTD 1600 CATHEDRAL PLACE 925 WEST GEORGIA ST. VANCOUVER, A1 V6C 3L3	Â	  X	Â	Â
810679 ONTARIO LTD 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7	Â	  X	Â	Â
Northbridge Financial CORP 105 ADELAIDE STREET WEST 7TH FLOOR TORONTO, A6 M5H 1P9	Â	  X	Â	Â
LOMBARD GENERAL INSURANCE CO OF CANADA 105 ADELAIDE STREET WEST 3RD FLOOR TORONTO, A6 M5H 1P9	Â	  X	Â	Â
Falcon Insurance Co (Hong Kong) Ltd 6/F., DCH COMMERCIAL CENTRE, 25 WESTLANDS ROAD, QUARRY BAY, K3Â	Â	  X	Â	Â
Fairfax (Barbados) International Corp. C/O FAIRFAX FINANCIAL HOLDINGS LIMITED 95 WELLINGTON STREET WEST, SUITE 800 TORONTO, A6 M5J 2N7	Â	  X	Â	Â
UNITED STATES FIRE INSURANCE CO 305 MADISON AVENUE MORRISTOWN, NJ 07962	Â	  X	Â	Â

Signatures

/s/ Paul Rivett, Vice President		02/19/2009
**Signature of Reporting Person		Date
/s/ V. Prem Watsa		02/19/2009
**Signature of Reporting Person		Date
/s/ V. Prem Watsa, President		02/19/2009
**Signature of Reporting Person		Date
/s/ V. Prem Watsa, President		02/19/2009
**Signature of Reporting Person		Date
/s/ V. Prem Watsa, President		02/19/2009
**Signature of Reporting Person		Date
/s/ Craig Pinnock, Chief Financial Officer		02/19/2009
**Signature of Reporting Person		Date
/s/ Craig Pinnock, Director		02/19/2009
**Signature of Reporting Person		Date
/s/ Sammy Chan, Director		02/19/2009
**Signature of Reporting Person		Date
/s/ Ronald Schokking, Chairman		02/19/2009
**Signature of Reporting Person		Date
/s/ Paul Bassaline, Vice President		02/19/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	4,518,600 Shares are held by Odyssey America Reinsurance Corporation, 2,379,900 Shares are held by United States Fire Insurance Company, 32,800 Shares are held by Lombard General Insurance Company of Canada and 180,200 Shares are held by pension plans of certain subsidiaries of Fairfax Financial Holdings Limited.
(2)	The Notes are convertible into Shares at the option of the holder thereof at any time prior to the close of business on the business day immediately preceding December 1, 2018, the maturity date of the Notes.
(3)	The Notes are convertible into Shares based on an initial conversion price of $11.40 per Share, subject to adjustment under certain circumstances.
(4)	$50,000,000 aggregate principal amount of Notes is held by Fairfax (Barbados) International Corp., $23,000,000 aggregate principal amount of Notes is held by Odyssey America Reinsurance Corporation, $23,000,000 aggregate principal amount of Notes is held by United States Fire Insurance Company, $1,000,000 aggregate principal amount of Notes is held by Falcon Insurance Company (Hong Kong) Limited and $3,000,000 aggregate principal amount of Notes is held by the pension plans of certain subsidiaries of Fairfax Financial Holdings Limited.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.