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                                 EXHIBIT 10(f)


                                SECOND AMENDMENT
                                       OF
                  USG CORPORATION SUPPLEMENTAL RETIREMENT PLAN

             (As Amended and Restated Effective as of July 1, 1997)



WHEREAS, USG Corporation Supplemental Retirement Plan (the "Plan"), established
effective January 1, 1976 and amended from time to time, was last amended and
restated in its entirety effective as of July 1, 1997; and

WHEREAS, amendment of the Plan now is considered desirable;

NOW, THEREFORE, pursuant to the amending power reserved to USG Corporation as
the "Company" under Section 7 of the Plan, as amended, the Plan be and is
further amended effective November 8, 2000 by adding the following new
subsection 4.10 immediately after subsection 4.9 thereof:

     "4.10     Termination of Part B Deferrals and Immediate Distributions

               Notwithstanding any other provisions of the Plan to the contrary:

               (a)    Compensation deferrals under subsections 4.3 and 4.4 and
                      Employer Matching Contributions under subsection 4.5 shall
                      be discontinued effective as of November 8 (or as soon as
                      practicable thereafter as the Committee may determine)
                      (such date referred to herein as the "Part B
                      Discontinuance Date").

               (b)    As of the Part B Discontinuance Date, all Participants
                      shall be fully vested in and have a nonforfeitable right
                      to their entire Part B Supplemental Benefit regardless of
                      their years of service and regardless of whether they are
                      fully vested in their employer matching contribution
                      account under the Investment Plan.

               (c)    All Participant accounts maintained under this Section 4
                      shall be adjusted as of the Part B Discontinuance Date.
                      Compensation deferrals under subsection 4.3 and 4.4 that
                      have not been credited to accounts shall either be
                      credited to accounts or returned to participants. Any
                      withdrawals and distributions made from such accounts but
                      not yet charged against accounts as of the Part B
                      Discontinuance Date shall be so charged.

               (d)    Subject to the provisions of subsection 5.3, as soon as
                      practicable after all Participant accounts have been
                      adjusted as provided in subparagraph (b) next above, the
                      balances in such accounts shall be distributed in a lump
                      sum to the Participants and Supplemental Plan
                      Beneficiaries in whose names such accounts have been
                      maintained and the balances in such accounts shall be
                      reduced to zero.

               (e)    As soon as practicable after corporation matching
                      contributions are made in 2001 to the Investment Plan for
                      its plan year ending on December 31, 2000, if any such
                      contributions are required under the



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                      contribution formula in the Investment Plan, Employer
                      Matching Contributions under this Plan attributable to
                      compensation deferrals made pursuant to subsection 4.3
                      during 2000 shall be distributed to the Participants
                      entitled thereto (or in case of their deaths their
                      Supplemental Plan Beneficiaries).

               (f)    Except as provided in this subsection 4.10, no further
                      Part B Supplemental Benefits may accrue under the Plan on
                      or after the Part B Discontinuance Date."


IN WITNESS WHEREOF, the Company has caused these presents to be signed on its
behalf by an officer thereunto duly authorized this 10th day of November, 2000.



                                          USG CORPORATION


                                          By:
                                              ----------------------------------
                                              Its: Vice President, Compensation,
                                                   Benefits And Administration

















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