Exhibit (10)
                                                     ------------

               KEY MANAGEMENT SEVERANCE AGREEMENT
               ----------------------------------


   This  Severance  Agreement (the "Agreement")  is  made  as  of
November  24,  1998   by and between OWENS  CORNING,  a  Delaware
corporation  (the "Company"), and David T. Brown, an  officer  of
the Company ("Executive").

   WHEREAS the Company and Executive have previously entered into
a  Severance Agreement dated as of September 11, 1995 (the "Prior
Agreement")  providing for certain benefits to be conferred  upon
Executive  under  specified  circumstances  in  the  event   that
Executive's employment is terminated by the Company on the  terms
and conditions set forth therein, and:

  WHEREAS the Compensation Committee of the Board of Directors of
the  Company  (the  "Committee") has  approved  a  new  severance
agreement   to   provide   Executive  with   certain   additional
protections  and  to conform the terms of such agreement  to  the
current  policy of the Company regarding an officer's entitlement
to  pay,  benefits  and  privileges on  the  termination  of  his
employment;

  NOW THEREFORE, the parties hereto agree as follows:

1.  Termination Absent a Change of Control.
    ---------------------------------------

a)   If,  prior  to a Change of Control (as defined in  paragraph
7(c)  below),  (i) the Company terminates Executive's  employment
for any reason other than Permanent Total Disability or Cause (as
defined in paragraphs 7(e) and 7(b)(1)&(2), respectively, below),
or  (ii)  Executive voluntarily terminates his  employment  under
circumstances involving a Constructive Termination (as defined in
paragraph  7(d),  below),  Executive  will  be  entitled  to  the
following  compensation,  provided  that  Executive  executes   a
Release  and  Non-Competition  Agreement  satisfactory   to   the
Company:

1)   Base  salary earned and as yet unpaid through the  effective
     date of termination; and

2)  Two years' Base Pay (as defined in paragraph 7(a) below); and

3)   Two  times  Executive's  Separation  Incentive  Payment  (as
     defined in paragraph 7(f) below); and

4)   Incentive Pay as yet unpaid from the prior fiscal  year  and
     Incentive  Pay for the fiscal year of termination,  prorated
     for the  period of  Executive's  actual employment  prior to
     termination; and

5)   The  greater of (i) Executive's vested Cash Balance  Pension
     Benefit  or  (ii) an amount equal to Executive's  vested  Pension
     Benefit  under the Company's Salaried Employees' (Final  Average)
     Retirement  Plan plus a pension supplement calculated  as  though
     Executive  had  been  credited with  three  additional  years  of
     service under that Plan and had Executive been three years  older
     at the date of termination.

b)   If,  prior  to  a Change of Control, the Company  terminates
Executive's  employment  for  Cause  (as  defined  in   paragraph
7(b)(3),  below), Executive will only be entitled to base  salary
earned   and  as  yet  unpaid  through  the  effective  date   of
termination  and Executive's vested Cash Balance Pension  Benefit
or  vested  Final  Average  Plan Pension  Benefit,  whichever  is
greater,  UNLESS,  (i) the Company exercises  its  discretion  to
award  Executive (in addition to the aforementioned  base  salary
and  vested  pension  amounts)  some  portion  of  the  following
compensation,  based on effort expended and results  obtained  to
date  and  (ii)  Executive executes a Release and Non-Competition
Agreement satisfactory to the Company:

1)  Up to but no more than Twelve months' Base Pay (as defined in
    paragraph 7(a) below); and

2)   Up  to  but  no  more than one times Executive's  Separation
     Incentive Payment (as defined in paragraph 7(f) below); and

3)   Up  to but no more than the amount of Incentive Pay  as  yet
     unpaid from the prior fiscal year.

c)  The compensation payable under paragraph 1(a) or 1(b), above,
shall  be  paid  as  soon as practicable after  Executive  signs,
returns  and  does  not  revoke the requisite  Release  and  Non-
Competition Agreement.

d)  In the event of a termination of Executive's employment under
the circumstances described in paragraph 1(a) above:

1)   All stock options previously awarded to Executive shall,  to
the  extent  not already vested, immediately vest, and  shall  be
exercisable (subject to applicable blackout restrictions) for  up
to  six  months following the date of termination or the original
expiration date, whichever is sooner.

2)    All  shares  of  restricted  stock  previously  awarded  to
Executive  shall,  to the extent not already vested,  immediately
vest and be payable.

3)   All  outstanding but unearned performance  shares  shall  be
forfeited.

4)   All  of  Executive's non-qualified deferred compensation  or
retirement  benefits,  if  any,  accrued  through  the  date   of
termination under any non-qualified deferred compensation plan or
arrangement shall immediately vest and be payable, to the  extent
permissible under the terms of such plan or arrangement.

e)  In the event of a termination of Executive's employment under
the circumstances described in paragraph 1(b) above:

1)   All stock options previously awarded to Executive which  are
exercisable  on  the  date of termination  shall  be  exercisable
(subject  to  applicable blackout restrictions)  for  up  to  six
months   following  the  date  of  termination  or  the  original
expiration date, whichever is sooner.

2)   All  unvested shares of restricted stock and all outstanding
but  unearned performance shares previously awarded to  Executive
shall be forfeited.

3)   All  of  Executive's non-qualified deferred compensation  or
retirement benefits, if any, accrued and vested through the  date
of termination under any non-qualified deferred compensation plan
or  arrangement shall be payable, to the extent permissible under
the terms of such plan or arrangement.

f)   If Executive's employment ends under circumstances described
in paragraph 1(a) above as a result of the sale by the Company of
a  business  unit, division or facility, payments  will  be  made
under  this  paragraph  1  only if Executive  is  not  offered  a
substantially equivalent position with the Company  or  with  the
new  owner  of the business (without regard to whether  Executive
accepts  such a position).  If Executive receives and  accepts  a
suitable  offer  from  the  new owner  of  the  business  and  is
subsequently  terminated within one year of the closing  date  of
the  sale  under circumstances that would result  in  payment  of
benefits under this paragraph 1(a), Executive will be treated  as
though  he  had  been terminated by the Company and  receive  the
payments  provided  for in this Agreement, less  any  amounts  or
benefits provided by the new owner in connection with Executive's
termination.

2.  Termination On or After a Change of Control.
    --------------------------------------------

a)   If, within a two-year period after a Change of Control,  (i)
the  Company (or any successor) terminates Executive's employment
for any reason other than Permanent Total Disability or Cause (as
defined in paragraphs 7(e) and 7(b)(1)&(2), respectively, below),
or  (ii)  Executive voluntarily terminates his  employment  under
circumstances  involving  a Constructive  Termination,  Executive
will  be  entitled to the following compensation,  provided  that
Executive   executes  a  Release  and  Non-Competition  Agreement
satisfactory to the Company:

1)   Base salary earned and as yet unpaid through the   effective
date of termination; and

2)   Two years' Base Pay; and

3)   Two times Executive's Separation Incentive Payment; and

4)   Incentive Pay as yet unpaid from the prior fiscal  year  and
Target  Level Incentive Pay (as defined in paragraph 7(h)  below)
for  the  fiscal year of termination, prorated for the period  of
Executive's actual employment prior to termination; and

5)   The  greater of (i) Executive's vested Cash Balance  Pension
Benefit  or  (ii) an amount equal to Executive's  vested  Pension
Benefit  under the Company's Salaried Employees' (Final  Average)
Retirement  Plan plus a pension supplement calculated  as  though
Executive  had  been  credited with  three  additional  years  of
service under that Plan and had Executive been three years  older
at the date of termination.

b)   If, within a two-year period after a Change of Control,  the
Company (or any successor) terminates Executive's employment  for
Cause  (as  defined in paragraph 7(b)(3), below), Executive  will
only  be entitled to base salary earned and as yet unpaid through
the  effective  date of termination and Executive's  vested  Cash
Balance  Pension  Benefit or vested Final  Average  Plan  Pension
Benefit,  whichever is greater, UNLESS, (i) the Company exercises
its   discretion   to  award  Executive  (in  addition   to   the
aforementioned  base  salary  and vested  pension  amounts)  some
portion  of the following compensation, based on effort  expended
and  results  obtained  to  date and (ii)  Executive  executes  a
Release  and  Non-Competition  Agreement  satisfactory   to   the
Company:

1)   Up to but no more than Twelve months' Base Pay (as defined in
paragraph 7(a) below); and

2)   Up  to  but  no  more than one times Executive's  Separation
Incentive Payment (as defined in paragraph 7(f) below); and

3)   Up  to but no more than the amount of Incentive Pay  as  yet
unpaid from the prior fiscal year.

c)   The  compensation  payable under paragraphs  2(a)  or  2(b),
above, will be paid as soon as practicable after Executive signs,
returns  and  does  not  revoke the requisite  Release  and  Non-
Competition Agreement.

d)  In the event of a termination of Executive's employment under
the circumstances described in paragraph 2(a) above:

1)   All stock options previously awarded to Executive shall,  to
the  extent  not already vested, immediately vest, and  shall  be
exercisable (subject to applicable blackout restrictions) for  up
to  six  months following the date of termination or the original
expiration date, whichever is sooner.

2)    All  shares  of  restricted  stock  previously  awarded  to
Executive  shall,  to the extent not already vested,  immediately
vest and be payable.

3)    All  outstanding but unearned performance shares  shall  be
forfeited.

4)   All  of  Executive's non-qualified deferred compensation  or
retirement  benefits,  if  any,  accrued  through  the  date   of
termination under any non-qualified deferred compensation plan or
arrangement shall immediately vest and be payable, to the  extent
permissible under the terms of such plan or arrangement.

e)  In the event of a termination of Executive's employment under
the circumstances described in paragraph 2(b) above:

1)   All stock options previously awarded to Executive which  are
exercisable  on  the  date of termination  shall  be  exercisable
(subject  to  applicable blackout restrictions)  for  up  to  six
months   following  the  date  of  termination  or  the  original
expiration date, whichever is sooner.

2)   All  unvested shares of restricted stock and all outstanding
but  unearned performance shares previously awarded to  Executive
shall be forfeited.

3)   All  of  Executive's non-qualified deferred compensation  or
retirement benefits, if any, accrued and vested through the  date
of termination under any non-qualified deferred compensation plan
or  arrangement shall be payable, to the extent permissible under
the terms of such plan or arrangement.

f)   The Compensation Committee of the Board of Directors, in its
sole  discretion,  may  determine that no Change  of  Control  or
Potential Change of Control shall be deemed to have occurred with
respect  to  any Executive who, in connection with  a  Change  of
Control or Potential Change of Control, acts in a capacity  other
than  in  their  capacity as an employee of the Corporation,  its
subsidiaries  or  affiliates or otherwise fails  to  act  in  the
Company's best interests with respect to said Change of Control.

3.  Termination For Other Reasons.
    ------------------------------

If  Executive voluntarily terminates his employment (including by
reason of retirement) other than as provided in paragraph 1(a) or
2(a)  above,  or if Executive's employment is terminated  due  to
death  or  Permanent  Total Disability, Executive  shall  not  be
entitled  to  any  benefits under this Agreement,  but  shall  be
entitled  to any other benefits to which he is otherwise entitled
under the terms of any employee benefit plans or arrangements  of
the Company.

4.  Continuation of Insurance Benefits.
    -----------------------------------

In   the  event  Executive's  employment  terminates  under   the
circumstances  described  in  paragraph  1(a)  or  2(a)  of  this
Agreement,  the  Company will continue Executive's  participation
and  coverage for a period of two years (the "Severance  Period")
from  Executive's last day of employment with the  Company  under
all  the  Company's  life, medical and dental  plans  ("Insurance
Benefits"), in which Executive is participating immediately prior
to such employment termination, subject to the Company's right to
modify  the  terms of the plans or arrangements  providing  these
benefits.  If Executive is employed by another entity during  the
Severance  Period, the Company will be a secondary  obligor  only
with  respect to medical and dental Insurance Benefits  and  life
insurance coverage shall immediately cease.

5.  Non-Duplication of Benefits.
    ----------------------------
Any  compensation  or benefits payable under the  terms  of  this
Agreement  will be offset and not augmented by other compensation
or  benefits  of  the  same or similar  type  payable  under  any
existing   plan  or  agreement  of  the  Company  or  any   other
arrangement  between  Executive  and  the  Company  covering  the
Executive  (including, but not limited to, any Company  severance
policy  and the Company's Annual Incentive Plan).  It is intended
that  this Agreement NOT duplicate benefits Executive is entitled
to  under  the  Company's regular severance policy,  any  related
policies,  or  any  other contracts, agreements  or  arrangements
between Executive and the Company.

6.  Term.
    -----
This Agreement shall be effective from the date hereof throughout
Executive's term of employment as an officer of the Company,  but
shall  expire  and be of no effect immediately after  the  second
anniversary of a Change of Control.

7.  Certain Defined Terms.
    ----------------------

As  used  herein,  the following terms shall have  the  following
meanings:

a)   "Base Pay" shall mean the greater of the annual salary  paid
to  Executive as of the date of termination of his employment  or
the  date  of  the  Change  of  Control,  as  the  case  may  be,
notwithstanding  any  pay reduction that  may  be  related  to  a
Constructive Termination.

b)  "Cause" shall mean:

1)   conviction  of any felony or failure to contest  prosecution
for a felony; or

2)   willful  misconduct  or dishonesty  which  is  directly  and
materially harmful to the business or reputation of the  Company;
or

3)   willful  or continued failure to substantially  perform  his
duties as an executive of the Company, other than as a result  of
total  or  partial incapacity due to physical or  mental  illness
(abuse  of  alcohol,  drugs or controlled  substances  not  being
considered  a  physical or mental illness for  purposes  of  this
paragraph),  unless  within three to  six  months  after  written
notice  has been provided to Executive by the Company,  Executive
cures such willful or continued failure to perform.

c)  "Change of Control" shall mean:

1)   the  holders of the voting securities of the  Company  shall
have  approved a merger or consolidation of the Company with  any
other  entity, unless the proposed merger or consolidation  would
result  in  the  voting  securities of  the  Company  outstanding
immediately  prior  thereto continuing to  represent  (either  by
remaining   outstanding  or  by  being  converted   into   voting
securities  of the surviving entity) more than 50% of  the  total
voting  power represented by the voting securities of the Company
or  such  surviving  entity outstanding  immediately  after  such
merger  or consolidation, where such merger or consolidation  is,
in fact, consummated;

2)  a plan of complete liquidation of the Company shall have been
adopted or the holders of voting securities of the Company  shall
have  approved  an agreement for the sale or disposition  by  the
Company (in one transaction or a series of transactions)  of  all
or substantially all of the Company's assets;

3)   any  "person"  (as such term is used in Sections  13(d)  and
14(d)  of  the Securities Exchange Act of 1934 (the  "1934  Act")
shall  become  the "beneficial owner" (as defined in  Rule  13d-3
under  the 1934 Act), directly or indirectly, of 15% or  more  of
the  combined  voting  power  of the Company's  then  outstanding
shares;

4)   during any period of two consecutive years, members  who  at
the  beginning  of such period constituted the Board  shall  have
ceased  for  any reason to constitute a majority thereof,  unless
the  election,  or  nomination  for  election  by  the  Company's
stockholders,  of each director shall have been approved  by  the
vote of at least two-thirds of the directors then still in office
and  who were directors at the beginning of such period (so  long
as  such director was not nominated by a person who has expressed
an  intent to effect a Change of Control or engage in a proxy  or
other control contest); or

5)   the  occurrence of any other change of control of  a  nature
that would be required to be reported in accordance with Form 8-K
pursuant  to  Sections 13 or 15(d) of the  1934  Act  or  in  the
Company's  proxy  statement in accordance with  Schedule  14A  of
Regulation  14A  promulgated  under  the  1934  Act,  or  in  any
successor forms or regulations to the same effect.

d)  A "Constructive Termination" shall be deemed to have occurred
only if:

1)   prior  to  a  Change of Control:  Executive's  Base  Pay  is
reduced without his written consent; or

2)  on or within a two-year period after a Change of Control: (A)
Executive's  Base  Pay  or annual incentive  pay  opportunity  is
reduced without his written consent; (B) Executive is required by
the  Company  without his written consent to relocate  to  a  new
place  of business that is more than fifty miles from Executive's
place  of business prior to the Change of Control (or the Company
mandates  a  substantial  increase  in  the  amount  of  required
business  travel); or (C) there is a material adverse  change  in
Executive's  duties  or responsibilities  in  comparison  to  the
duties  or  responsibilities which Executive  had  prior  to  the
Change of Control.

e)  "Permanent Total Disability" shall be deemed to have occurred
if,  at the end of any month Executive then is, and has been, for
eighteen (18) consecutive calendar months then ending, unable  to
perform his duties in the normal and regular manner due to mental
or  physical  illness  or  injury.   Any  determination  of  such
inability to perform shall be made by the Company in good faith.

f)   "Separation Incentive Payment" shall be the greater  of  (i)
Executive's  average payments under the Company's normal,  annual
Corporate  Incentive Plan (CIP) for the three  years  immediately
preceding the year of termination (or annualized for such shorter
period  as  Executive may have been employed by the Company),  or
(ii)  one-half of Executive's average participating salary  under
such  Plan for the three years immediately preceding the year  of
termination  (or annualized for such shorter period as  Executive
may have been employed by the Company).

g)   "Participating  Salary" is the product of Executive's  total
base  salary paid during any given incentive year, multiplied  by
Executive's incentive pay percentage, at maximum funding.

h)  "Target Level Incentive" shall be the greater of (i) one-half
of  Executive's  participating salary under the Company's  Annual
Incentive  Plan for the year of termination, or (ii) the  payment
Executive  would have received under such Plan for  the  year  of
termination  based  on projected corporate performance  for  such
year as determined by the Committee in its sole discretion at the
time of the Change of Control.

8.  Outplacement Assistance.
    ------------------------

The  Company will arrange outplacement assistance for  Executive,
to  be  provided by a mutually agreed-upon firm engaged  in  said
business.   Such  assistance shall continue for up  to  one  year
following Executive's termination or until such time as  suitable
employment is attained, whichever is sooner.  Outplacement  costs
incurred  in  this connection will be borne by the  Company,  but
will not include costs of travel to/from the outplacement firm or
in  connection  with job interviews, etc.  For up to  six  months
following  Executive's termination, the Company  will  also  make
available   reasonable  office  space  and   administrative   and
communication  services for Executive's use in  seeking  suitable
employment.  In no event will the Company pay Executive  in  lieu
of outplacement assistance.

9.  Confidentiality.
    ----------------

Consistent  with  Executive's preexisting legal  and  contractual
obligations and in exchange for the consideration provided by the
Company   in   this  Agreement  and  for  Executive's   continued
employment  and  exposure  to  confidential  information  at  the
Company,  Executive agrees to hold in strict confidence  and  not
disclose  to  any  other person any confidential  or  proprietary
information of the Company, including, without limitation,  trade
secrets, formulas for Company products, production techniques  or
processes or methods and apparatus for producing any products  of
the  Company,  or  other non-public information relating  to  the
business, research and development, employees and/or customers of
the  Company and its subsidiaries and affiliates, except  to  the
extent  required  by  law, or with the  written  consent  of  the
Company.  Executive will, immediately on termination, deliver  to
the  Company  all  files containing data, correspondence,  books,
notes,  and  other  written, graphic or  computer  records  under
Executive's  control relating to the Company or its  subsidiaries
or affiliates, regardless of the media in which they are embodied
or contained.

10.  Agreement Not To Compete.
     -------------------------

In exchange for the consideration provided by the Company in this
Agreement  as  well  as  Executive's  continued  employment   and
exposure  to  confidential information at the Company,  Executive
agrees not to, directly or indirectly, for a period of two  years
following  Executive's  termination  of  employment,  engage   or
participate  in  any  business that is involved  in  research  or
development  activities or in the manufacturing  of  any  product
which  competes with any of the Company's products,  except  with
the  written  consent of the Company.  On termination,  Executive
agrees   to   execute  a  separate  Release  and  Non-Competition
Agreement in a form acceptable to the Company to memorialize this
agreement  and understands that the failure to do so will  render
Executive   ineligible  for  any  severance  pay,   benefits   or
privileges whatsoever.

11.  Mutual Release and Indemnity.
     -----------------------------

In  the  event  of  Executive's termination  under  circumstances
described  in  paragraphs 1(a), 1(b), 2(a) or 2(b),  the  Company
agrees  to release and discharge Executive from any claim it  may
then  or  thereafter  have  against  Executive  with  respect  to
employment  with  the  Company or  any  of  its  subsidiaries  or
affiliates  (other  than  with regard to Executive's  obligations
under  this  Agreement),  and agrees to  indemnify  Executive  in
accordance with its then current policies or practices for active
employees for any claims made against Executive by third  parties
arising out of the proper performance of Executive's duties as an
employee of the Company or any of its subsidiaries or affiliates.
In exchange for the consideration provided by the Company in this
Agreement,  together  with the Company's release  and  indemnity,
Executive  agrees to release and discharge the Company,  and  its
subsidiaries,  affiliates,  officers,  directors,  employees  and
agents (the "Released Persons") from any claim that Executive may
then  or  thereafter have against the Company  or  such  Released
Persons  (excluding any claim for the compensation, benefits  and
privileges described herein) arising out of or in connection with
Executive's  employment  or  termination  of  employment  by  the
Company   or   any   of  its  subsidiaries  or  affiliates.    On
termination, Executive agrees to execute a separate  Release  and
Non-Competition Agreement in a form acceptable to the Company  to
memorialize this agreement and understands that the failure to do
so  will  render  Executive ineligible  for  any  severance  pay,
benefits or privileges whatsoever.

12.  Severability.
     -------------

Whenever possible each provision and term of this Agreement shall
be  interpreted in such manner as to be effective and valid under
applicable  law, but if any provision or term of  this  Agreement
shall  be  held  to  be  prohibited  by  or  invalid  under  such
applicable  law, then such provision or term shall be ineffective
only  to  the  extent of such prohibition or invalidity,  without
invalidating or affecting in any manner whatsoever the  remainder
of  such provision or term, or the remaining provisions or  terms
of this Agreement.

13.  Modification and Waiver of Breach.
     ----------------------------------

No  waiver  or  modification of this Agreement shall  be  binding
unless it is in writing, signed by the parties hereto.  No waiver
of  a  breach hereof shall be deemed to constitute a waiver of  a
further breach, whether of a similar or dissimilar nature.

14.  Assignment.
     -----------

This Agreement shall be binding upon and inure to the benefit  of
any  successors  of  the Company.  As used  herein,  "successors"
shall  include  any person, firm, corporation or  other  business
entity  which  at  any  time,  whether  by  merger,  purchase  or
otherwise,  acquires all or substantially all of  the  assets  or
business of the Company.

15.  Notice.
     -------

Any  written  notice to be given hereunder to  Executive  may  be
delivered to him personally or shall be deemed to have been given
upon  deposit  thereof in the U.S. mail, certified mail,  postage
prepaid, addressed to Executive at the address as it shall appear
on the records of the Company.

16.  Construction of Agreement.
     --------------------------

This Agreement is made and entered into in the State of Ohio  and
shall be construed under the laws of Ohio.

17.  Entire Agreement.
     -----------------

This  Agreement constitutes the entire understanding between  the
parties  with respect to Executive's severance pay, benefits  and
privileges   in  the  event  of  a  termination  of   Executive's
employment with the Company, superseding all negotiations,  prior
discussions  and  agreements, written or  oral,  concerning  said
severance arrangements.  This Agreement may not be amended except
in writing by the parties hereof.

IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
Agreement as of the day and year first above written.


OWENS CORNING,



/s/  Glen H. Hiner
-------------------
Glen H. Hiner
Chairman and CEO


Agreed to and accepted:

___________________________

Date:  ____________________