SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
TO
SCHEDULE 13D
Under the
Securities Exchange Act of 1934
USG CORPORATION
(Name of Issuer)
Common Stock ($.10 par value)
____________________________________
(Title of Class of Securities)
903293405
___________________________
(CUSIP Number)
Ronald N. Graves, Esq.
J.R. Simplot Self-Declaration of Revocable Trust
J.R. Simplot Foundation
999 Main Street
Boise, Idaho 83702
Telephone: (208) 336-2110
____________________________________
(Names, addresses and telephone numbers of persons
authorized to receive notices and communications)
December 16, 1999
____________________________
(Date of event which requires
filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this statement because of Rule 13d-1(e), 13d-
1(f) or 13d-1(g), check the following box: [ ]
<PAGE>
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
J.R. Simplot/J.R. Simplot Self Declaration of Revocable
Trust
2) Check the Appropriate Box if a Member of a Group
(a)
(b)
3) SEC Use Only
4) Source of Funds
WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6) Citizenship or Place of Organization
US
Number of 7) Sole Voting Power 6,104,100
Shares
Beneficially 8) Shared Voting Power 100,000
Owned
by Each 9) Sole Dispositive Power 6,204,100
Reporting
Person With: 10) Shared Dispositive Power 100,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,204,100 shares
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
13) Percent of Class Represented by Amount in Row (11)
12.55%
14) Type of Reporting Person
IN
<PAGE>
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
J.R. Simplot Foundation
2) Check the Appropriate Box if a Member of a Group
(a)
(b)
3) SEC Use Only
4) Source of Funds
WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6) Citizenship or Place of Organization
US
Number of 7) Sole Voting Power 100,000
Shares
Beneficially 8) Shared Voting Power
Owned
by Each 9) Sole Dispositive Power 100,000
Reporting
Person With: 10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting Person
100,000 shares
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
13) Percent of Class Represented by Amount in Row (11)
0.2%
14) Type of Reporting Person
IN
<PAGE>
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Don J. Simplot
2) Check the Appropriate Box if a Member of a Group
(a)
(b)
3) SEC Use Only
4) Source of Funds
PF/00
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6) Citizenship or Place of Organization
US
Number of 7) Sole Voting Power 113,900
Shares
Beneficially 8) Shared Voting Power 100,000
Owned
by Each 9) Sole Dispositive Power 113,900
Reporting
Person With: 10) Shared Dispositive Power 100,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person
213,900 shares
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
13) Percent of Class Represented by Amount in Row (11)
0.43%
14) Type of Reporting Person
IN
<PAGE>
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Scott R. Simplot
2) Check the Appropriate Box if a Member of a Group
(a)
(b)
3) SEC Use Only
4) Source of Funds
PF/00
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6) Citizenship or Place of Organization
US
Number of 7) Sole Voting Power 0
Shares
Beneficially 8) Shared Voting Power 100,000
Owned
by Each 9) Sole Dispositive Power 0
Reporting
Person With: 10) Shared Dispositive Power 100,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person
100,000 shares
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
13) Percent of Class Represented by Amount in Row (11)
0.2%
14) Type of Reporting Person
IN
<PAGE>
The class of securities to which this Statement relates is the
common stock, par value $.10 per share (the "Stock"), of USG
Corporation (the "Issuer"), whose address is 125 S. Franklin
Street, Chicago, Illinois 60606. This Amendment No. 5 amends the
Schedule 13D originally filed on December 28, 1998 on behalf of the
John R. Simplot Self-Declaration of Revocable Trust dated December
21, 1989 (the "Trust"), as amended by Amendment No. 1 to Schedule
13D filed on January 26, 1999, as amended by Amendment No. 2 to
Schedule 13D filed on April 9, 1999, as amended by Amendment No. 3
to Schedule 13D filed on November 12, 1999, and as amended by
Amendment No. 4 to Schedule 13D filed on December 2, 1999. The
Trust is an inter vivos revocable trust of which Mr. J.R. Simplot
("Mr. Simplot") is the trustee and beneficiary. Mr. Simplot is a
U.S. citizen. Mr. Simplot is Chairman Emeritus of, and a
consultant to, J.R. Simplot Company, 999 Main Street, Boise, Idaho
83702.
The purpose of this Amendment is to report additional
purchases of Stock by the Trust.
Item 3. Source and Amount of Funds or other Consideration.
The Trust purchased the shares of Stock reported in Item 5
with personal funds of the Trust and with funds provided pursuant
to customary margin arrangements between the Trust and Merrill
Lynch.
Item 5. Interest in Securities of the Issuer.
(a - b) As of December 27, 1999, the Trust owned 6,104,100
shares of Stock. As trustee of the Trust, Mr. Simplot has the sole
power to vote and dispose of such shares.
As of December 27, 1999, the Foundation owned 100,000 shares.
Mr. Simplot shares with the other directors of the Foundation the
power to vote and dispose of the shares of Stock held by the
Foundation. One of the directors, Don J. Simplot, owns 113,900
shares of Stock in a separate account controlled solely by him.
Based upon information contained in the Quarterly Report on
Form 10-Q of the Issuer filed with the Securities and Exchange
Commission for the quarter ended September 30, 1999 (the "10-Q"),
the shares owned by the Trust and the Foundation constitute
approximately 12.55% of the 49,440,579 shares of Stock outstanding,
as reported in the 10-Q.
(c) During the 60 days prior to and including December 27,
1999, but excluding transactions reported in Amendment No. 4, the
Trust acquired the shares of Stock described below in open market
purchases through ordinary brokerage transactions:
<PAGE>
<TABLE>
<CAPTION>
<C> <C> <C>
Purchase No. of Price per Share
Date Shares (including commissions)
12/16/99 559,000 $44.875
(d - e) Not applicable.
</TABLE>
After reasonable inquiry and to the best of my knowledge and
belief, I certify the information set forth in this statement is
true, complete and correct.
J.R. Simplot Self-Declaration of
Revocable Trust
By //J.R. Simplot//
J.R. Simplot, as Trustee
Date: December 28, 1999
J.R. Simplot Foundation
By //Ronald N. Graves//
Ronald N. Graves, Secretary
Date: December 28, 1999
