SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
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.
John R. Simplot Self-Declaration of Revocable Trust
999 Main Street
Boise, Idaho 83702
Telephone: (208) 336-2110
----------------------------
(Names, addresses and telephone numbers of persons
authorized to receive notices and communications)
April 9, 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 4,837,300
Shares
Beneficially 8) Shared Voting Power 0
Owned
by Each 9) Sole Dispositive Power 4,837,300
Reporting
Person With: 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
4,837,300 shares
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
13) Percent of Class Represented by Amount in Row (11)
9.76%
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. 2 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. 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, and the absence of shared dispositive power
with respect to shares of Stock previously reported.
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 April 9, 1999, the Trust owned 4,837,300
shares of Stock. As trustee of the Trust, Mr. Simplot has the
sole power to vote and dispose of such shares.
Mr. Simplot's son, Don Simplot, owns shares of Stock in
a separate account. Mr. Simplot does not have the power to vote
or dispose of such Stock. The dispositive and voting power is
held solely by Don Simplot and is not shared with Mr. Simplot.
Accordingly, Mr. Simplot is not the beneficial owner of such
Stock and will hereafter not include references to such Stock in
the Schedule 13D.
Based upon information contained in the Quarterly
Report on Form 10-K of the Issuer filed with the Securities and
Exchange Commission for the year ended December 31, 1998 (the
"10-K"), the shares owned constitute approximately 9.76% of the
49,570,627 shares of Stock outstanding, as reported in the 10-K.
(c) During the 60 days prior to and including April 9,
1999 and following the filing of the Amendment No. 1 to the
Schedule 13D, the Trust acquired the shares of Stock described
below in open market purchases through ordinary brokerage
transactions:
<PAGE>
<TABLE>
<C> <S> <S>
Purchase No. of Price per Share
Date Shares (excluding
commissions)
--------- ------ ----------------
4/8/99 28,500 $53.446
4/9/99 71,500 54.437
</TABLE>
(d - e) Not applicable.
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.
John R. Simplot
Self-Declaration of Revocable
Trust
By //s// John R. Simplot
------------------------------
John R. Simplot, as
Trustee
Date: April 22, 1999
