SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment #3)*
USG Corporation
________________________________________________________
(Name of Issuer)
Common Stock
_______________________________________________________
(Title of Class and Securities)
903293405
_______________________________________________________
(CUSIP Number of Class of Securities)
Check the appropriate box to designate the rule pursuant to which
this
Schedule is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following page(s))
CUSIP No. 903293405 13G
__________________________________________________________________
___________
(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
__________________________________________________________________
___________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
__________________________________________________________________
___________
(3) SEC USE ONLY
__________________________________________________________________
___________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
__________________________________________________________________
___________
:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 259,100 shares
OWNED BY EACH REPORTING PERSON
__________________________________________
WITH :(6) SHARED OR NO VOTING POWER
2,334,800 shares (shared)
458,800 shares (No
Vote)
__________________________________________
:(7) SOLE DISPOSITIVE POWER
(Discretionary Accounts)
: 717,900 shares
__________________________________________
:(8) SHARED DISPOSITIVE POWER
: 2,334,800 shares (Shared)
__________________________________________________________________
___________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Discretionary & Non-discretionary Accounts)
3,052,700 shares
__________________________________________________________________
___________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
__________________________________________________________________
___________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1 %
__________________________________________________________________
___________
(12) TYPE OF REPORTING PERSON
IA
__________________________________________________________________
___________
CUSIP No. 903293405 13G
__________________________________________________________________
___________
(1) NAMES OF REPORTING PERSONS
Longleaf Partners Small-Cap Fund I.D. No. 62-1376170
__________________________________________________________________
___________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
__________________________________________________________________
___________
(3) SEC USE ONLY
__________________________________________________________________
___________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts Business Trust
__________________________________________________________________
___________
:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON
__________________________________________
WITH :(6) SHARED OR NO VOTING POWER
2,334,800 shares (shared)
__________________________________________
:(7) SOLE DISPOSITIVE POWER
: None
__________________________________________
:(8) SHARED DISPOSITIVE POWER
: 2,334,800 shares (Shared)
__________________________________________________________________
___________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,334,800 shares
__________________________________________________________________
___________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
__________________________________________________________________
___________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4 %
__________________________________________________________________
___________
(12) TYPE OF REPORTING PERSON
IV
__________________________________________________________________
___________
CUSIP No. 903293405 13G
__________________________________________________________________
___________
(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. 257-72-3256
__________________________________________________________________
___________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
__________________________________________________________________
___________
(3) SEC USE ONLY
__________________________________________________________________
___________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
__________________________________________________________________
___________
:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON
__________________________________________
WITH :(6) SHARED VOTING POWER
: None
__________________________________________
:(7) SOLE DISPOSITIVE POWER
: None
__________________________________________
:(8) SHARED DISPOSITIVE POWER
: None
__________________________________________________________________
___________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 3 )
__________________________________________________________________
___________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
__________________________________________________________________
___________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
__________________________________________________________________
___________
(12) TYPE OF REPORTING PERSON
IN
__________________________________________________________________
___________
Item 1.
(a). Name of Issuer: USG Corporation ("Issuer")
(b). Address of Issuer's Principal Executive Offices:
125 South Franklin Street; Chicago, IL 60606-4678
Item 2.
(a) and (b). Names and Principal Business Addresses of
Persons
Filing:
(1) Southeastern Asset Management, Inc.
6410 Poplar Ave., Suite 900
Memphis, TN 38119
(2) Longleaf Partners Small-Cap Fund
c/o Southeastern Asset Management, Inc.
6410 Poplar Avenue, Suite 900
Memphis, TN, 38119
(3) Mr. O. Mason Hawkins
Chairman of the Board and C.E.O.
Southeastern Asset Management, Inc.
6410 Poplar Ave., Suite 900
Memphis, TN 38119
(c). Citizenship:
Southeastern Asset Management, Inc. - A Tennessee
corporation
Longleaf Partners Small-Cap Fund, a series of Longleaf
Partners
Funds Trust, a Massachusetts business trust
Mr. O. Mason Hawkins - U.S. Citizen
(d). Title of Class of Securities: Common Stock (the
"Securities").
(e). Cusip Number: 903293405
Item 3. If this statement is filed pursuant to Rules 13d-1 (b) or
13d-2 (b), check whether the person filing is a:
(d.) Investment Company registered under Sec. 8 of the Investment
Company Act - Longleaf Partners Small-Cap Fund, a series of
Longleaf Partners Funds Trust.
(e.) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940. This statement is being
filed
by Southeastern Asset Management, Inc. as a registered
investment
adviser. All of the securities covered by this report are
owned
legally by Southeastern's investment advisory clients and
none
are owned directly or indirectly by Southeastern. As
permitted
by Rule 13d-4, the filing of this statement shall not be
construed
as an admission that Southeastern Asset Management, Inc. is
the
beneficial owner of any of the securities covered by this
statement.
(g.) Parent Holding Company. This statement is also being filed
by
Mr. O. Mason Hawkins, Chairman of the Board and C.E.O. of
Southeastern Asset Management, Inc. in the event he could be
deemed to be a controlling person of that firm as the result
of
his official positions with or ownership of its voting
securities.
The existence of such control is expressly disclaimed. Mr.
Hawkins
does not own directly or indirectly any securities covered by
this statement for his own account. As permitted by Rule 13d-
4,
the filing of this statement shall not be construed as an
admission
that Mr. Hawkins is the beneficial owner of any of the
securities
covered by this statement.
Item 4. Ownership:
(a). Amount Beneficially Owned: (At 8/31/02)
3,052,700 shares
(b). Percent of Class:
7.1 %
Above percentage is based on 43,250,238 shares of Common
Stock outstanding.
(c). Number of shares as to which such person has:
(i). sole power to vote or to direct the vote:
259,100 shares
(ii). shared or no power to vote or to direct the vote:
Shared - 2,334,800 shares.
Securities owned by the following series of
Longleaf
Partners Funds Trust, an open-end management
investment company registered under the
Investment
Company Act of 1940, as follows:
Longleaf Partners Small-Cap Fund - 2,334,800
No Power to Vote - 458,800
(iii). sole power to dispose or to direct the
disposition
of:
717,900 shares
(iv). shared or no power to dispose or to direct the
disposition of:
Shared - 2,334,800 shares
Securities owned by the following series of
Longleaf
Partners Funds Trust, an open-end management
investment company registered under the
Investment
Company Act of 1940, as follows:
Longleaf Partners Small-Cap Fund - 2,334,800
Item 5. Ownership of Five Percent or Less of a Class: N/A
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person: N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company: N/A
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group: N/A
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
Signatures
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete, and
correct.
Dated: September 6, 2002
Southeastern Asset Management, Inc.
By /s/ Charles D. Reaves
_______________________________________________
Charles D. Reaves
Vice President and General Counsel
Longleaf Partners Small-Cap Fund
By: Southeastern Asset Management Inc.
/s/ Charles D. Reaves
_______________________________________________
Charles D. Reaves
Vice President & General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________________________
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G.
In
evidence thereof, the undersigned hereby execute this Agreement as
of September 6, 2002.
Southeastern Asset Management, Inc.
By /s/ Charles D. Reaves
_______________________________________________
Charles D. Reaves
Vice President and General Counsel
Longleaf Partners Small-Cap Fund
By: Southeastern Asset Management, Inc.
/s/ Charles D. Reaves
_______________________________________________
Charles D. Reaves
Vice President & General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________________________