Exhibit (10)
                                
                          OWENS CORNING
                                
Long-Term Performance Incentive Plan Terms Applicable to Officers
              Other Than Certain Executive Officers
                                

Set forth below are the Rules and Regulations of the Compensation
Committee, promulgated under the Stock Performance Incentive Plan
as amended on June 15, 1995, that constitute the long-term
performance incentive plan terms applicable to those employees of
the Company and its Subsidiaries who are elected or appointed
officers of the Company, including members of the Board of
Directors who are such employees, other than any such employees
who are executive officers of the Company and whose remuneration
for any performance period hereunder the Committee anticipates
would not be deductible by the Company in whole or in part but
for compliance with section 162(m)(4)(C) of the Internal Revenue
Code of 1986 as amended ("162(m) Covered Employee").  Such long-
term performance incentive plan terms are hereafter referred to
as the "LT Plan".

1.   All employees of the Company and its Subsidiaries who are
     elected or appointed officers of the Company, including
     members of the Board of Directors who are such employees,
     other than 162(m) Covered Employees, shall be eligible to be
     selected to participate in this LT Plan. The Committee may
     select the eligible employees who shall participate in this
     LT Plan in any performance period at any time before or
     during the first half of the performance period. Selection
     to participate in this LT Plan in any performance period
     does not require the Committee to, or imply that the
     Committee will, select the same person to participate in the
     LT Plan in any subsequent performance period.

2.   Being selected to participate in this LT Plan in any
     performance period means, in the case of eligible executive
     officers of the Company, that the individual is being
     granted the opportunity to earn a cash award equal to the
     Fair Market Value of up to a specified number of shares of
     Company common stock if the Company attains performance
     goals established by the Committee for such performance
     period and the participant's employment by the Company, its
     Subsidiaries and Affiliates continues without interruption
     during that period ("phantom performance shares"). Payment
     for each phantom performance share that is earned shall be
     based on the Fair Market Value of a share of Company common
     stock on the date on which the Committee determines that the
     performance goals and any other material terms applicable to
     such phantom performance share were in fact satisfied.
     Phantom performance shares may be redeemed only for cash and
     may not be redeemed for equity securities in lieu of cash,
     and are not transferable by the participant other than by
     will or the laws of descent and distribution (within the
     meaning of SEC Rule 16b-3(a)(2)).  If (and only if) the
     Committee expressly so provides at the time an eligible
     executive officer is selected to participate in this LT Plan
     in any performance period, the participant's award for such
     performance period may be paid in the form of shares of
     Company common stock rather than cash, in which case all
     provisions of this LT Plan applicable to phantom performance
     shares (other than the preceding sentence) shall likewise
     apply to the participant's opportunity to earn such shares
     of Company common stock.  Being selected to participate in
     this LT Plan in any performance period means, in the case of
     participants other than executive officers of the Company,
     that the individual is being granted a combination of
     restricted shares of Company common stock and performance
     shares.  The restricted shares shall entitle the participant
     to vote and receive dividends, but shall be non-transferable
     by the participant and shall be forfeited to the Company
     unless either (a) the Company achieves performance goals
     specified for such performance period and the participant's
     employment by the Company, its Subsidiaries and Affiliates
     continues without interruption during that period, or (b)
     the participant's employment by the Company, its
     Subsidiaries and Affiliates continues for seven years (or
     such shorter period as the Committee may specify) after the
     close of the performance period.  The performance shares
     shall represent the opportunity to earn up to a specified
     number of shares of Company common stock in excess of the
     number of restricted shares, or their cash value (as the
     Committee may determine), if the Company achieves specified
     performance goals during the performance period that exceed
     the performance goals which must be achieved to earn the
     restricted shares and if the participant's employment by the
     Company, its Subsidiaries and Affiliates continues without
     interruption during that period.

3.   At any time before or during the first half of each
     performance period, the Committee shall establish the method
     for computing the number of phantom performance shares,
     restricted shares and performance shares (as applicable)
     which each participant in the LT Plan for such performance
     period will earn under the LT Plan for such performance
     period if the performance goals established by the Committee
     for such performance period are attained in whole or in part
     and if the participant's employment by the Company, its
     subsidiaries and affiliates continues without interruption
     during that performance period.  At any time before or during
     the first half of each performance period, the Committee shall
     also establish the performance goals for such performance period,
     which may be based on any of the following performance criteria,
     either alone or in any combination, and on either a consolidated
     or business unit level, as the Committee may determine, or on
     such other criteria as the Committee may select:  sales growth,
     earnings per share growth, cash flow, cash flow from operations, 
     operating profit growth, net income growth, operating margin, net
     income margin, return on net assets, return on total assets, 
     return on common equity, return on total capital, and total
     shareholder return.  The foregoing criteria shall have any 
     definitions that the Committee may specify, which may include or 
     exclude any or all of the following items as the Committee may
     specify:  extraordinary, unusual or non-recurring items; 
     effects of accounting changes; effects of currency fluctuations;
     effects of financing activities (e.g., effect on earnings per
     share of issuance of convertible debt securities); expenses for
     restructuring or productivity initiatives; other non-operating
     items; spending for acquisitions; effects of divestitures; and 
     effects of asbestos activities and settlements.  Any such
     performance criterion or combination of such criteria may apply
     to the participant's award opportunity in its entirety or to
     designated portion or portions of the award opportunity, as the 
     Committee may specify.
 
     At any time prior to payment of an award for a performance
     period hereunder, the Committee may determine whether
     extraordinary items, such as capital gains and losses, which
     affect any performance criterion applicable to the award
     (including but not limited to the criterion of net income)
     shall be excluded or included in determining the extent to
     which the corresponding performance goal has been achieved.

 4.  The first performance period under this LT Plan shall be the
     period commencing on July 1, 1995 and ending on December 31,
     1997.  New performance periods of three years' duration each
     shall commence on January 1, 1996 and on each subsequent
     anniversary of that date.

5.   At any time before or during the first half of each
     performance period, the Committee shall establish the number
     of phantom performance shares which each eligible executive
     officer selected to participate in this LT Plan in such
     performance period, and the number of restricted shares and
     performance shares which each other eligible officer
     selected to participate in this LT Plan in such performance
     period, shall be granted the opportunity to earn if the
     performance goals applicable to such performance period are
     achieved in whole or in part.  In no event shall any
     participant who is an executive officer be granted the
     opportunity to earn more than 50,000 shares (or the cash
     equivalent thereof) with respect to any performance period,
     and in no event shall any participant who is not an
     executive officer be granted the opportunity to earn more
     than 8,000 restricted shares and 4,000 performance shares
     with respect to any performance period. (The foregoing
     amounts represent the highest number of shares (or
     equivalent amount of cash) which the participants in
     question may be granted the opportunity to earn hereunder if the
     maximum performance objectives are achieved with respect to
     any performance period). The foregoing amounts shall be
     appropriately adjusted to reflect a change in corporate
     capitalization, such as a stock split or dividend, or a
     corporate transaction, such as any merger, consolidation,
     separation (including a spinoff or other distribution of
     property), reorganization, or partial or complete
     liquidation.

6.   Payment of any phantom performance shares shall be
     contingent on continued employment by the Company, its
     Subsidiaries and Affiliates during the performance period to
     which such phantom performance shares relate.  The only
     exceptions to this rule apply in the event of termination of
     employment by reason of death, Disability or Retirement
     (within the meaning of the Stock Performance Incentive Plan
     as amended by the Board of Directors on June 15, 1995
     (SPIP)), or in the event of a Change of Control of the
     Company (within the meaning of the SPIP), during a
     performance period, in which case the following provisions
     shall apply.  In the event that the employment of a
     participant who has been granted phantom performance shares
     with respect to a performance period terminates by reason of
     death or Disability during such performance period, the
     participant shall be paid the cash value of the number of
     phantom performance shares, if any, that the participant would have
     earned for such performance period if the participant's
     employment had not terminated prior to the end of the
     performance period, multiplied by a fraction the numerator
     of which shall be the number of full calendar months elapsed
     in the performance period prior to the termination of
     employment and the denominator of which shall be 30, in the
     case of the first performance period, or 36, in the case of
     subsequent performance periods.  Such fractional amount
     shall be paid at the time payment would have been made if the
     participant's employment had not terminated prior to the end
     of the performance period.  In the case of a Change of Control 
     during a performance period, all phantom performance shares then
     outstanding shall become fully vested, earned and payable as
     if maximum performance levels were attained and shall be
     cashed out by the Company as of the date the Change of Control 
     occurs, if and to the extent so provided in Article 8 of the SPIP.   
     In the event that the employment of a participant who has been
     granted phantom performance shares with respect to a
     performance period terminates by reason of Retirement during
     such performance period, the participant may (but need not,
     as the Committee may determine) be paid the cash value of
     the number of phantom performance shares, if any, that the participant
     would have earned for such performance period if the
     participant's employment had not terminated prior to the end
     of the performance period, multiplied by a fraction the
     numerator of which shall be the number of full calendar
     months elapsed in the performance period prior to
     termination of employment and the denominator of which shall
     be 30, in the case of the first performance period, or 36,
     in the case of subsequent performance periods.  Any such payment
     shall be made at the time payment would have been made if the 
     participant's employment had not terminated prior to the end of the
     performance period.  A participant whose employment terminates 
     prior to the end of a performance period for any reason not 
     excepted above shall not be entitled to any payment for phantom 
     performance shares granted to such participant for that performance
     period.

7.   In the event that the employment of a participant who has
     been granted restricted shares and performance shares with
     respect to a performance period terminates by reason of
     death or Disability during such performance period, the
     participant shall vest in that number of the restricted
     shares, if any, and shall be issued that number of
     performance shares, if any, that the participant would have 
     vested in or been issued at the end of the performance period if the
     participant's employment had not terminated prior to the end
     of the performance period, multiplied by a fraction the
     numerator of which shall be the number of full calendar
     months elapsed in the performance period prior to the
     termination of employment and the denominator of which shall
     be 30, in the case of the first performance period, or 36,
     in the case of subsequent performance periods.  Such
     fractional number of shares shall be issued free of
     restrictions at the time shares would have vested or been issued
     if the participant's employment had not terminated prior to the
     end of the performance period.  In the case of a Change of Control 
     during a performance period, all restricted shares and performance
     shares granted with respect to such performance period that
     are then outstanding shall become fully vested, earned and
     distributable as if maximum performance levels were attained
     and shall be cashed out by the Company as of the date the Change of 
     Control occurs, if and to the extent so provided in Article 8 of the
     SPIP.   In the event that the employment of a participant
     who has been granted restricted shares and performance
     shares with respect to a performance period terminates by
     reason of Retirement during such performance period, the
     participant may (but need not, as the Committee may
     determine) vest in the number of restricted shares and be
     issued the number of performance shares, if any, that 
     the participant would have earned for such performance period 
     if the participant's employment had not terminated prior to the end
     of the performance period, multiplied by a fraction the
     numerator of which shall be the number of full calendar
     months elapsed in the performance period prior to
     termination of employment and the denominator of which shall
     be 30, in the case of the first performance period, or 36,
     in the case of subsequent performance periods.  Any such shares
     shall be issued free of restrictions at the time shares would have
     vested or been issued if the participant's employment had not
     terminated prior the end of the performance period.  A
     participant whose employment terminates prior to the end of
     a performance period for any reason not excepted above shall
     not be entitled to vest in any restricted shares or be
     issued any performance shares granted to such participant
     for that performance period.  In the case of a Change of
     Control after a performance period, vesting of any
     restricted shares granted with respect to such performance
     period that are then outstanding shall continue to be
     contingent on the participant's continued employment for
     seven years (or such shorter period as the Committee may
     specify) after the close of such performance period, in
     accordance with paragraph 2 above.   If any termination of
     employment (whether by reason of death, Disability,
     Retirement or otherwise) occurs at any time after the
     conclusion of a performance period, any restricted shares
     that were granted with respect to such performance period
     and that are outstanding on the date of such termination of
     employment shall be forfeited.

8.   Payment and vesting of any awards granted under this LT Plan
     shall be contingent upon stockholder approval at the 1996
     Annual Meeting of Stockholders of the amendments to the Stock
     Performance Incentive Plan that were adopted by the Board of 
     Directors on June 15, 1995.  Unless and until such stockholder 
     approval is obtained, no LT Plan award shall vest or be paid.

9.   Except as provided otherwise in this LT Plan or by the
     Committee, payment and vesting of any award granted under
     this LT Plan shall be contingent upon satisfaction of the
     performance goals and employment conditions applicable to
     such award.

10.  At any time during a performance period, and without the
     consent of any participant, the Committee may change the
     performance criteria and/or performance goals applicable to
     phantom performance shares, restricted shares and
     performance shares granted under this LT Plan for such
     performance period. Any such change may operate to the
     detriment or advantage of the affected participants.

11.  All awards granted under this LT Plan, whether phantom
     performance shares, restricted shares or performance shares,
     are intended to constitute Stock Bonus Awards within the
     meaning of the SPIP, and are granted under and subject to
     the terms and conditions of the SPIP, which shall control in
     the event of any conflict.  All such awards shall be
     documented by a written instrument issued to the participant
     and signed by a duly authorized representative of the
     Company.  This LT Plan is not intended to confer any rights
     upon any individual to any award or with respect to any
     award.  All such rights, if any, shall be governed by and
     determined exclusively in accordance with the written
     instrument issued to the participant in accordance with the
     foregoing provisions of this paragraph.

12.  Capitalized terms which are used but not defined in this LT
     Plan shall have the meanings ascribed to such terms in the
     SPIP, unless the context requires otherwise.

13.  The Committee may amend or terminate this LT Plan at any
     time, provided that no such amendment or termination shall
     adversely affect any outstanding award without the written
     consent of the participant.

14.  Any provision of this LT Plan to the contrary
     notwithstanding, (a) no provision of this LT Plan shall
     apply to any 162(m) Covered Employee, and (b) any provision
     of this LT Plan that would prevent an award to any 162(m)
     Covered Employee under any plan or arrangement other than this LT 
     Plan from qualifying as "performance-based compensation" under section
     162(m)(4)(C) of the Code shall be administered, interpreted
     and construed to enable such award to so qualify and any
     provision that cannot be so administered, interpreted and
     construed shall to that extent be disregarded.