EXHIBIT 31.2
CERTIFICATIONS
  1.
    
    I have reviewed this quarterly report on Form 10-Q of USG Corporation (the Corporation);2.
    
    Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;3.
    
    Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the Corporation as of, and for, the periods presented in this
report;4.
    
    The Corporations other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules
13a-15(f) and 15(d)-15(f)) for the Corporation and have:
 (a)
    
    Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the Corporation, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in
which this report is being prepared;(b)
    
    Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;(c)
    
    Evaluated the effectiveness of the Corporations disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and(d)
    
    Disclosed in this report any change in the Corporations internal control over
financial reporting that occurred during the Corporations most recent fiscal quarter
(the Corporations fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the Corporations
internal control over financial reporting; and
 5.
    
    The Corporations other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the Corporations auditors and the
audit committee of the Corporations board of directors (or persons performing the equivalent
functions):
 (a)
    
    All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to adversely
affect the Corporations ability to record, process, summarize and report financial
information; and(b)
    
    Any fraud, whether or not material, that involves management or other employees
who have a significant role in the Corporations internal control over financial
reporting.
 October 29, 2009
    /s/ Richard H. FlemingRichard H. FlemingExecutive Vice President and Chief Financial Officer