SECURITIES AND EXCHANGE COMMISSION
                  Washington, D. C.  20549
                              
                          FORM 10-K
                              
        Annual Report Pursuant to Section 13 or 15(d)
           of the Securities Exchange Act of 1934
                              
         For the Fiscal Year Ended December 31, 1997
                              
                 Commission File No. 1-3660
                              
                        Owens Corning
                  One Owens Corning Parkway
                     Toledo, Ohio  43659
                  Area Code (419) 248-8000
                              
                   A Delaware Corporation
                              
        I.R.S. Employer Identification No. 34-4323452

Securities registered pursuant to Section 12(b) of the Act:

  Title of Each Class                Name of Each Exchange on
                                     Which Registered

  Common Stock - $.10 Par Value      New York Stock Exchange
  Rights to Purchase Series A        New York Stock Exchange
   Participating Preferred
   Stock, no par value, of the
   Registrant

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has  filed
all  reports required to be filed by Section 13 or 15(d)  of
the Securities Exchange Act of 1934 during the preceding  12
months  (or for such shorter period that the Registrant  was
required to file such reports), and (2) has been subject  to
such  filing requirements for the past 90 days.  Yes /  X  /
No /   /

Indicate  by  check mark if disclosure of delinquent  filers
pursuant  to  Item  405 of Regulation S-K is  not  contained
herein,   and  will  not  be  contained,  to  the  best   of
Registrant's  knowledge, in definitive proxy or  information
statements  incorporated by reference in Part  III  of  this
Form 10-K or any amendment to this Form 10-K. [ X ]

At   February  17,  1998,  the  aggregate  market  value  of
Registrant's  $.10  par  value  common  stock  (Registrant's
voting  stock)  held  by non-affiliates was  $1,493,937,563,
assuming  for  purposes of this computation  only  that  all
directors and executive officers are considered affiliates.

At  February  17,  1998,  there were outstanding  53,496,970
shares of Registrant's $.10 par value common stock.

Parts  of Registrant's definitive 1998 proxy statement filed
or  to  be filed pursuant to Regulation 14A (the "1998 Proxy
Statement") are incorporated by reference into Part  III  of
this Form 10-K.


<PAGE>                       -2-
                              
                           PART I

ITEM 1.  BUSINESS

Owens  Corning  (formerly  known as Owens-Corning  Fiberglas
Corporation), a global company incorporated in  Delaware  in
1938,   serves  consumers  and  industrial  customers   with
building  materials  systems  and  high  performance   glass
composites  and building materials systems.  These  products
are  used  in  industries  such  as  home  improvement,  new
construction,  transportation,  marine,  aerospace,  energy,
appliance,  packaging  and  electronics.   Many   of   these
products are marketed under the trademark FIBERGLAS(R) and/or
the color PINK trademark.

Approximately  eighty percent of Owens Corning's  sales  are
related  to  home improvement, sales of composite  materials
and   sales  outside  U.S.  markets.   Approximately  twenty
percent  of  the  Company's sales are related  to  new  U.S.
residential construction.

Owens  Corning's executive offices are at One Owens  Corning
Parkway,  Toledo,  Ohio   43659; telephone  (419)  248-8000.
Unless  the  context requires otherwise,  the  terms  "Owens
Corning" and "Company" in this report refer to Owens Corning
and its subsidiaries.

The  Company  operates in two industry segments  -  Building
Materials  and  Composite Materials. In 1997,  the  Building
Materials  segment accounted for 74% of the Company's  total
sales  while Composite Materials accounted for 26% of  total
sales.   Owens  Corning acquired Fibreboard Corporation  and
AmeriMark  Building  Products, Inc. in  1997,  making  Owens
Corning  the  leader  in  the  U.S.  vinyl  siding,   siding
accessories and cast stone markets, as well as providing the
Company  with  a  large  network of company-owned  specialty
distribution centers.  These operations are included in  the
Building Materials segment.

The  Company  also has affiliate companies in  a  number  of
countries.  Affiliated companies' sales, earnings and assets
are  not  included  in either industry  segment  unless  the
Company owns more than 50% of the affiliate.

Revenue,   operating   profit,   and   identifiable   assets
attributable  to  each  of  Owens  Corning's  industry   and
geographic  segments, as well as information concerning  the
dependence  of  the Company's industry segments  on  foreign
operations, for each of the years 1997, 1996, and 1995,  are
contained   in   Note  1  to  Owens  Corning's  Consolidated
Financial Statements, entitled "Segment Data", on  pages  37
through 42 hereof.

BUILDING MATERIALS

Principal Products And Methods Of Distribution

The  Building Materials segment operates primarily in  North
America and Europe.  It also has a growing presence in Latin
America  and  Asia  Pacific.   Building  Materials  sells  a
variety  of building and home improvement products in  three
the major categories: (i) glass fiber, foam and mineral wool
insulation,(ii) roofing materials, and (iii) exterior products 
for home, such as vinyl and  metal  siding  and  accessories, 
vinyl windows and patio doors, rainwear (consisting primarily  
of gutters and downspouts), cast stone building products and
rebranded  housewrap. The businesses responsible  for  these
products  and markets include:  Insulating Systems,  Roofing
Systems,   Exterior  Systems,  System  Thinking  Sales   and
Distribution and International Building Materials Systems.



<PAGE>                       -3-

Principal Products And Methods Of Distribution (Continued)

In  1997  Owens  Corning became the industry leader  in  the
vinyl  siding  market  with its acquisitions  of  Fibreboard
Corporation and AmeriMark Building Products, Inc.  Together,
these  acquisitions  represent  well  over  $1  billion   in
residential exterior building product sales, including vinyl
siding, vinyl windows and patio doors, aluminum products and
cast stone products.  The Company now has eight vinyl siding
manufacturing  plants, five aluminum products  manufacturing
plants  and  nearly 200 company-owned specialty distribution
centers.   Almost  all siding is sold through  distribution,
mostly   specialty  distributors  who  cater   to   exterior
contractors   by   providing  siding,  siding   accessories,
aluminum  rainwear and often windows and patio doors.  Owens
Corning's network of company-owned outlets accounts for over
half  of  the  Company's siding sales.  Cast stone  is  sold
primarily through independent dealers and masonry suppliers.

The   Company's  System  Thinking  Sales  and   Distribution
Business  is a major source of sales of building  insulation
products  to  lumber  yards  and home  centers  and  roofing
shingles,  housewrap, windows/patio doors, and vinyl  siding
to  retailers  and  distributors.  These products  are  used
primarily  in  the  home  improvement  and  new  residential
construction markets.  In 1997, approximately twenty percent
of  the  Company's  sales were related to  new  construction
activities in the United States, while home improvement  and
remodeling accounted for approximately forty-two percent.

Other  channels  of distribution for the Company's  building
materials  include  sales of insulation  products  in  North
America  to  insulation contractors, wholesalers,  specialty
distributors,  manufacturers and  metal building  insulation
laminators,    mechanical   insulation   distributors    and
fabricators, manufactured housing producers, and  appliance,
office   products   and   automotive   manufacturers.   Foam
insulation and related products are sold to distributors and
retailers who resell to residential builders, remodelers and
do-it-yourself customers; commercial and industrial  markets
through  specialty distributors; and, in some  cases,  large
contractors,  particularly  in  the  agricultural  and  cold
storage markets.

In Europe, Asia and Latin America building techniques do not
employ as much open-cavity construction as in North America,
which  represents a greater opportunity for growth  in  foam
insulation  over  glass fiber. In developing  markets,  both
foam  and  fiberglass  are opportunities.   In  Europe,  the
Company   sells  building  insulation  to  large  insulation
wholesalers,  builder merchants, contractors,  distributors,
and  retailers.   The  Company sells  mechanical  insulation
products to distributors, fabricators, and manufacturers  in
the  heating, ventilation, power and process, appliance  and
fire protection industries.  The Company has foam plants  in
the  U.K., Spain and Italy and has licensed others  for  the
manufacture  of  foam products at locations in  Europe,  the
Middle  East  and  Asia.  The Company  sells  foam  products
through  traditional agents and distributors where licensing
does not exist.

In  Latin  America, the Company produces and sells  building
and  mechanical  insulation primarily through  an  affiliate
joint  venture  in  Mexico, as well  as  exports  from  U.S.
plants.   In  Asia  Pacific,  the  Company  sells  primarily
mechanical  insulation  through  joint  venture  businesses,
including  two  majority  owned  insulation  plants  and  an
insulation  fabrication center in China, two minority  owned
joint ventures, one in Saudi Arabia and one in Thailand, and
four licensees.




<PAGE>                       -4-

The  Company  sells  roofing shingles  to  distributors  and
retailers,  who  resell  them  to  residential  roofing  and
remodeling   contractors,  as  well  as  to   do-it-yourself
customers.   Approximately 80% of roofing shingles  sold  in
North  America are used for reroofing, with new  residential
construction  accounting for the remainder.   Owens  Corning
also  sells  residential shingles through exports  from  the
U.S.  to  East  European, Latin American  and  Asia  Pacific
countries.

The  Company  sells  non-paving asphalt products,  including
industrial  and specialty applications, under the  TrumbullT
brand  name.  There are three principal kinds of  industrial
asphalt:    Built-Up  Roofing  Asphalt   (BURA),   used   in
commercial  flat  roof systems to provide waterproofing  and
adhesion;  saturants or coating asphalt, used to manufacture
roofing mats, felts and residential shingles; and industrial
specialty  asphalt, used by manufacturers in  a  variety  of
products such as waterproofing systems, adhesives, coatings,
dyes,   and  product  extenders,  as  well  as  in   various
automotive applications.

There are several channels of distribution for the Company's
asphalt  products.  The Company's asphalt products are  used
internally  in the manufacture of the Company's  residential
roofing   products  and  are  also  sold  to  other  shingle
manufacturers.   In  addition, asphalt is  sold  to  roofing
contractors  and  distributors  for  BURA  systems  and   to
manufacturers  in  a variety of other industries,  including
automotive, chemical, rubber and construction.

                              
Seasonality

Sales  in  the  Building Materials segment  tend  to  follow
seasonal  home  improvement, remodeling and renovation,  and
new  construction industry patterns.  Sales levels  for  the
segment,  therefore,  are  typically  lower  in  the  winter
months.

Major Customers

No  customer in the Building Materials segment accounted for
more than four percent of the segment's sales in 1997.

COMPOSITE MATERIALS

Principal Products and Methods of Distribution

Composite  Materials operates in North America,  Europe  and
Latin  America,  with  affiliates and licensees  around  the
world,  including a growing presence in Asia  Pacific.   The
businesses   responsible   for   these   products   include:
Composites Systems and Engineered Pipe Systems.

The  Company is the world's leading producer of glass  fiber
materials  used  in  composites. Composites  are  fabricated
material  systems  made up of two or more components  (e.g.,
plastic  resin and glass fiber) used in various applications
to  replace  traditional materials, such as aluminum,  wood,
and  steel.  The global composites industry has expanded  to
include  more than 40,000 end-use applications.   Worldwide,
the  composites  industry has relatively  few  raw  material
component  suppliers  (glass  fiber,  resin  and  additives)
delivering  to  thousands  of industrial  customers  through
various  channels.   Depending on the  end-use  application,
these  raw  materials  move through different  manufacturing
process  chains, ultimately finding their way  to  consumers
through  myriad  markets worldwide.   The  primary  end  use
markets that the Company serves are transportation, building
construction, electrical/electronics, consumer  recreational   
and  infrastructure  and  other.   Overall, approximately 65 
percent of production is sold directly to external  customers, 
mostly  plastics  or  roofing  companies,  approximately  20 
percent is used




<PAGE>                       -5-

internally  in  the  roofing and  pipe  operations  and  the
remainder  is  sold to specialized industrial  distributors,
most  often  those who cater specifically  to  the  plastics
industry.
                              
Within   the   construction  market,   the   major   end-use
application  for glass fiber is asphaltic roofing  shingles,
where  glass  fiber  is  used to  provide  fire  and  mildew
resistance in 95% of all shingles produced in North America.
The Company sells glass fiber and/or mat directly to a small
number   of  major  shingle  manufacturers  (including   the
Company's own roofing business).

Tubs, showers and other related internal building components
used for both remodeling and new construction are also major
applications  of  glass fiber materials in the  construction
market.  These  end-use  products  are  some  of  the  first
successful   material   substitution  conversions   normally
encountered in developing countries.  Glass fiber for  these
markets is sold to direct accounts, and also to distributors
around   the  world,  who  in  turn  service  thousands   of
customers.

The   most  significant  use  of  glass  fibers  within  the
transportation  market  is  the  automotive   and   trucking
industry, which continues to grow as the amount of composite
materials used per vehicle increases.  There are hundreds of
composites   applications,  including   instrument   panels;
exterior and interior body panels such as fenders, doors and
hoods,   instrument  panels,  bumpers,  lamp  housings   and
headliners;  valve covers; luggage racks; distributor  caps;
timing belts; packaging for electronics; mufflers and  tanks
for  alternative fuel vehicles.  These composite  parts  are
either  produced by original equipment manufacturers (OEMs),
or  are purchased by OEMs from first-tier suppliers.   Glass
fibers  for  these parts are sold mostly to  first-tier  and
second-tier  OEM  suppliers.  Non-automotive  transportation
applications   include  heavy  trucks,  railcars,   shipping
containers, intermodal refrigerated containers, trailers and
commercial ships.

Within  the electrical/electronics markets, glass  fiber  is
used  extensively  in printed circuit boards  made  for  the
consumer electronics, transportation, and telecommunications
industries. The Company sells glass fiber to a small  number
of large fabric weavers, who, in turn, supply their products
to  the circuit board industry.  Glass fiber composites  are
also  used  to protect and reinforce fiber optic and  copper
cables.  Through the 1997 acquisition of The Stewart  Group,
Inc.  the  Company is now a producer of the central strength
member  of  fiber optic cables.  Applications  also  include
connectors,   circuit  breaker  boxes,  computer   housings,
electricians'  safety  ladders,  and  hundreds  of   various
electro/mechanical components.

The  consumer  recreational markets are sporting  goods  and
marine.   The Company sells  composites  materials  to  OEMs
Equipment Manufacturers and boat builders, both directly and
through distributors.

The  Company  manufactures  large diameter  glass-reinforced
plastic  (GRP) pipe designed for use in underground pressure
and gravity fluid handling systems.  The pipe is a filament-
wound  structural  composite  made  with  glass  fiber   and
polyester  resins.  The Company has pipe joint  ventures  in
Thailand, Saudi Arabia, Germany, Spain, Botswana, Argentina,
Egypt, Turkey and Colombia, and wholly-owned pipe plants  in
Norway  and  China.  The Company, directly  and  with  joint
venture  partners around the world, manufactures  and  sells
GRP  pipe  directly to governments and private industry  for
major  infrastructure projects primarily for  the  safe  and
efficient transport of water and waste.

Major Customers

No customer in the Composite Materials segment accounted for
more than five percent of the segment's sales in 1997.




<PAGE>                       -6-

GENERAL

Raw Materials And Patents

Owens Corning considers the sources and availability of  raw
materials, supplies, equipment and energy necessary for  the
conduct  of  its  business in each industry  segment  to  be
adequate.

The Company has numerous U.S. and foreign patents issued and
applied  for relating to its products and processes in  each
industry  segment  resulting from research  and  development
efforts.
                              
The  Company  has issued royalty-bearing patent licenses  to
companies  in several foreign countries. The licenses  cover
technology (glass fiber and foam insulation and glass  fiber
reinforcements) relating to both industry segments.

Including registered trademarks for the Owens Corning  logo,
the Color Pink, and Fiberglas, the Company has approximately
225   trademarks  registered  in  the  United   States   and
approximately 925 trademarks registered in other countries.

The Company considers its patent and trademark positions  to
be  adequate for the present conduct of its business in each
of its industry segments.

Working Capital

Owens  Corning's manufacturing operations  in  each  of  its
industry segments are generally continuous in nature and  it
warehouses  much of its production prior to  sale  since  it
operates primarily with short delivery cycles.
                                                            
Research And Development

During  1997, 1996 and 1995, the Company spent approximately
$69 million, $78 million, and $69 million, respectively, for
research   and   development   activities.    Research   and
development costs included continuing commercial  activities
such  as  engineering and product modifications for  special
applications  and  testing  in  1996  and  1995.    Customer
sponsored research and development was not material  in  any
of the last three years.

Environmental Control

Owens  Corning's capital expenditures relating to compliance
with  environmental control requirements were  approximately
$16  million in 1997.  The Company currently estimates  that
such  capital expenditures will be approximately $17 million
in 1998 and $17 million in 1999.

The  Company  does  not consider that it has  experienced  a
material  adverse  effect upon its capital  expenditures  or
competitive  position  as a result of environmental  control
legislation   and   regulations.    Operating    costs    of
environmental control equipment, however, were approximately
$54  million in 1997.  Owens Corning continues to invest  in
equipment  and process modifications to remain in compliance
with applicable environmental laws and regulations.

The  1990  Clean Air Act Amendments (Act) provide  that  the
United  States  Environmental Protection Agency  (EPA)  will
issue  regulations  on  a number of air  pollutants  over  a
period of years.  Until these regulations are developed, the
Company  cannot determine the extent to which the  Act  will
affect it.  The Company anticipates that its sources  to  be
regulated  will  include  wool  fiberglass,  mineral   wool,
asphalt roofing and processing, and metal coil coating.  The
EPA's  currently announced schedule is to issue  regulations
covering    wool    fiberglass   and   mineral    wool    in




<PAGE>                       -7-

1998  and asphalt roofing and processing in 1999, and  metal
coil  coating  in 2000, with implementation as  to  existing
sources  up  to three years thereafter. Based on information
now  known to the Company, including the nature and  limited
number of regulated materials it emits, the Company does not
expect  the Act to have a materially adverse effect  on  the
Company's results of operations, financial condition or long-
term liquidity.

Number Of Employees

Owens Corning averaged approximately 22,000 employees during
1997 and had approximately 24,000 employees at December  31,
1997.

Competition

Owens  Corning's  products compete with  a  broad  range  of
products  made  from  numerous  basic,  as  well  as   high-
performance, materials.

The  Company competes with a number of manufacturers in  the
United  States of glass fibers in primary forms, not all  of
which   produce  a  broad  line  of  glass  fiber  products.
Approximately one-half of these producers compete  with  the
Company's Building Materials industry segment in the sale of
glass fibers in primary form.  A similar number compete with
the   Company's   Composite  Materials   industry   segment.
Companies in other countries, primarily Japan, export  glass
fiber  products  to  the United States.   The  Company  also
competes  outside  the United States  against  a  number  of
manufacturers of glass fibers in primary forms.

Owens   Corning   also  competes  with  many  manufacturers,
fabricators  and distributors in the sale of  products  made
from  glass fibers.  In addition, the Company competes  with
many other manufacturers in the sale of industrial asphalts,
vinyl siding, windows and patio doors and other products.

Methods  of competition include product performance,  price,
terms, service and warranty.

ITEM 2.  PROPERTIES

PLANTS

Owens  Corning's  plants as of February 1, 1998  are  listed
below  by  industry  segment and primary products,  and  are
owned  except  as noted.  The Company considers  that  these
properties  are  in good condition and well maintained,  and
are   suitable  and  adequate  to  carry  on  the  Company's
business.  The capacity of each plant varies depending  upon
product mix.





<PAGE>                       -8-
                              
Thermal And Acoustical Insulation

     Delmar, New York                Palestine, Texas
     Eloy,  Arizona                  Phenix City,  Alabama (1)
     Fairburn, Georgia               Salt Lake City, Utah
     Kansas City, Kansas             Santa Clara, California
     Mount Vernon, Ohio              Waxahachie, Texas
     Newark, Ohio

     Babelegi,  South  Africa        Queensferry,  United Kingdom
     Candiac,  Canada                Ravenhead,   United Kingdom
     Edmonton, Canada                Scarborough, Canada
     Guangzhou, China                Shanghai, China
     Pontyfelin, United Kingdom      Springs, South Africa
                                     Vise, Belgium

(1)  Facility is leased.

Foam Insulation

     Byron Center, Michigan          Rockford, Illinois
     Carson, California              Tallmadge, Ohio
     Los Angeles, California (1)

     Barcelona, Spain                Santa Perpetua, Spain
     Grande-Lle, Quebec              Turin, Italy
     Hartlepool, United Kingdom      Valleyfield, Canada
     Nanjing, China (2)

(1)  Facility is leased.
(2)  Under construction.

Roofing  And  Asphalt  Processing  (one  of  each  at  every
location, except as noted).

     Atlanta, Georgia (1)            Kearney, New Jersey
     Brookville, Indiana (1)         Medina, Ohio
     Channelview, Texas (2)          Memphis, Tennessee
     Compton, California             Minneapolis, Minnesota
     Denver, Colorado                Morehead City, North
     Detroit, Michigan (2)             Carolina (2) (4)
     Houston, Texas                  Oklahoma City, Oklahoma (2)
     Irving, Texas                   Portland, Oregon (5)
     Jacksonville, Florida           Savannah, Georgia (1)
     Jessup, Maryland                Summit, Illinois (3)

(1)  Roofing plant only.
(2)  Asphalt processing plant only.
(3)  Facility is partially leased.
(4)  Facility is leased.
(5)  Two asphalt processing plants, as well as one roofing plant.



<PAGE>                       -9-

Fabrication Centers

     Angola, Indiana                 Hebron, Ohio
     Athens, Alabama                 Indianapolis,  Indiana (1)
     Atlanta, Georgia (1)            Johnson City, Tennessee (1)
     Cleveland, Tennessee (1)        Los Angeles, California (1)
     Columbus, Ohio (1)              Montgomery, Alabama (1)
     Coopersville, Michigan (1)      Shelbyville,  Kentucky (1)
     Dallas, Texas (1)               Springfield, Tennessee (1)
     Grand Rapids, Michigan (1)      Tiffin, Ohio (1)
     Hazelton, Pennsylvania (1)      Van Buren, Arkansas (1)

     Brantford, Canada

(1)  Facility is leased.

Manufactured Housing/Recreational Vehicles Specialty Parts

     Douglas, Georgia                Nappanee, Indiana
     Elkhart, Indiana (1) (2)        Plant City, Florida (1)
     Goshen, Indiana                 Waco, Texas (1)
     Miami, Florida (1)

(1)  Facility is leased.
(2)  Two facilities.

Metal Rainwear

     Ashville, Ohio                  Richmond, Virginia
     Beloit, Wisconsin (1)           Roxboro, North Carolina
     Lincoln Park, Michigan

(1)  Facility is leased.

Cast Stone Products

     Napa, California (1)
     Navarre, Ohio

(1)  Facility is leased.

Vinyl Siding

     Atlanta, Georgia (1)            Joplin, Missouri
     Claremont, North Carolina       Lynchburg, Virginia
     Fair Bluff, North Carolina      Olive Branch, Mississippi

     London, Ontario                 Mission, British Columbia

(1) Facility is leased.




<PAGE>                      -10-
                              
Windows/Patio Doors

     Hazelton, Pennsylvania
     Martinsville, Virginia (1)
     St. Louis, Missouri (1)

(1) Facility is leased


In  addition,  Owens Corning has 198 Specialty  Distribution
Centers in 36 states in the U.S.


COMPOSITE MATERIALS SEGMENT

Textiles And Reinforcements

     Aiken, South Carolina              Huntingdon, Pennsylvania
     Amarillo, Texas                    Jackson, Tennessee (1)
     Anderson, South Carolina           New Braunfels,  Texas (1)
     Fort Smith, Arkansas               South Hill, Virginia (2)
     Duncan, South Carolina (1)

     Apeldoorn, The Netherlands         Markham, Canada (1)
     Battice, Belgium                   Rio Claro, Brazil
     Birkeland, Norway                  San Vincente deCastellet/
     Guelph, Canada                       Barcelona, Spain
     L'Ardoise, France                  Springs, South Africa
     Liversedge, United Kingdom         Wrexham, United Kingdom

(1)  Facility is leased.
(2)  Under construction.


Engineered Pipe Systems

     Changchun, China
     Sandefjord, Norway

                              


<PAGE>                      -11-
                              
OTHER PROPERTIES

Owens  Corning's  general offices of  approximately  400,000
square   feet  are  located  in  the  Owens  Corning   World
Headquarters,  Toledo,  Ohio. The lease  for  this  facility
terminates May 31, 2015, with options to extend through  May
31, 2030.

The Company's research and development function is conducted
at   its   Science   and  Technology  Center,   located   on
approximately 500 acres of land outside Granville, Ohio.  It
consists  of  twenty-three structures totaling approximately
635,000  square  feet.   The Company  also  has  Application
Development  Centers  in  Battice,  Belgium  and  Bangalore,
India.


ITEM 3.   LEGAL PROCEEDINGS

The  paragraphs  in  Note  22 to the Company's  Consolidated
Financial Statements, entitled "Contingent Liabilities",  on
pages  67  through  73  hereof,  are  incorporated  here  by
reference.

Securities and Exchange Commission rules require the Company
to  describe certain governmental proceedings arising  under
federal, state or local environmental provisions unless  the
Company reasonably believes that the proceeding will  result
in  monetary sanctions of less than $100,000. The  following
proceedings  are  reported in response to this  requirement.
Based on the information presently available to it, however,
the  Company believes that the costs which may be associated
with these matters will not have a materially adverse effect
on   the   Company's  financial  position  or   results   of
operations.

As previously reported, during the first quarter of 1995 the
Company signed a consent order with the Tennessee Department
of  Environment and Conservation, providing for  a  remedial
investigation and feasibility study for two state  Superfund
sites at which the Company was the primary generator.  Based
upon  the  completed remedial investigation,  the  Tennessee
Division  of Superfund has delisted the two sites  as  state
Superfund sites.

Also  as  previously reported, in August  1996  the  Company
voluntarily  reported  to  the United  States  Environmental
Protection  Agency  (EPA)  that, pursuant  to  a  change  in
assumptions   regarding  the  formation  of   a   reportable
pollutant,   the   Company  had  concluded  that   reporting
deficiencies  for  such  pollutant  had  occurred  at  three
plants.   The  Company has since filed all required  reports
with  the  EPA,  which  has  determined  it  will  not  seek
penalties in this matter.




<PAGE>                        -12-
                              
ITEM  4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Owens Corning has nothing to report under this Item.




<PAGE>                         -13-

              Executive Officers of the Company
                   (as of March 1, 1998)

The term of office for elected officers is one year from the
annual  election  of  officers by  the  Board  of  Directors
following  the Annual Meeting of Stockholders on  the  third
Thursday of April.  All those listed have been employees  of
Owens   Corning  during  the  past  five  years  except   as
indicated.

Name and Age               Position*

Glen H. Hiner (63)         Chairman  of  the  Board  and   Chief
                           Executive   Officer   since   January
                           1992.  Director since 1992.

Maura J. Abeln (42)        Senior    Vice   President,   General
                           Counsel  and Secretary since February
                           1998;  formerly  Vice  President  and
                           General   Counsel  of   GE   Plastics
                           (1991).

Rhonda L. Brooks (46)      Vice President and President, Roofing    
                           System Business since  January  1998;    
                           formerly  Vice  President,   Investor     
                           Relations  (1997);   Vice  President,  
                           Marketing,  Composites  (1995),   and  
                           Senior  Vice  President  and  General 
                           Manager of Ply Gem Industries (1994),  
                           and  various Vice President positions 
                           at  Warner-Lambert (1990).

David T. Brown (49)        Vice    President   and    President,
                           Insulating   System  Business   since
                           January    1998;    formerly     Vice
                           President  and  President,   Building
                           Materials   Sales  and  Distribution-
                           North  America (1996) Vice  President
                           and     President,    Roofing/Asphalt
                           (1994),     and    Vice    President,
                           Roofing/Asphalt Division (1993).

Domenico Cecere (48)       Senior   Vice  President  and   Chief
                           Financial   Officer   since   January
                           1998;  formerly  Vice  President  and
                           President,  Roofing/Asphalt   (1996),
                           and  Vice  President  and  Controller
                           (1993).

Charles H. Dana (58)       Executive   Vice   President    since
                           January  1994; formerly  Senior  Vice
                           President  and President - Industrial
                           Materials Group (1989).

Carl B. Hedlund (50)       Vice    President   and    President,
                           International   Building    Materials
                           Systems Business since January  1998;
                           formerly    Vice    President     and
                           President, Asia Pacific (1995),  Vice
                           President        and       President,
                           Retail/Distribution (1994), and  Vice
                           President,  Retail and  Distribution,
                           Construction Products Group (1993).

Richard D. Lantz (46)      Vice  President and President, System
                           Thinking   Sales   and   Distribution
                           Business    since    January    1998;
                           formerly  Vice President - Marketing,
                           Insulation   Business  (1997),   Vice
                           President,   Marketing   and    Sales
                           Support,  Building  Materials   Sales
                           and    Distribution   (1996),    Vice
                           President,  Marketing,  Roofing   and
                           Asphalt    (1995),    and    Business
                           Development   Manager,  Roofing   and
                           Asphalt (1992).
                           



<PAGE>                               -14-
                              
Name and Age               Position*


Robert C. Lonergan (54)    Senior   Vice  President,   Strategic
                           Resources    since   January    1998;
                           formerly Vice President, Science  and
                           Technology   (1995),  and  President,
                           Windows (1993).

Heinz-J. Otto (48)         Vice    President   and    President,
                           Composites   System  Business   since
                           January    1998;    formerly     Vice
                           President  and President,  Composites
                           (1996),  and  Head of  Region  Europe
                           and Executive Board Member, Landis  &
                           Gyr Corp. (1992).

Bradford C. Oelman (60)    Senior  Vice  President, Governmental
                           Affairs  since  April 1996;  formerly
                           Vice   President-Corporate  Relations
                           (1986).

J. Thurston Roach (56)     Senior     Vice     President     and
                           President,  North American  Building
                           Materials   Systems  Business   since
                           March  1998;  formerly Vice  Chairman
                           of    Simpson   Investment    Company
                           (1997),   and  President  of  Simpson
                           Timber Company (1996).

Steven J. Strobel (40)     Vice  President and Controller  since
                           September   1996;   formerly    Chief
                           Financial  Officer of  Kraft  Canada,
                           Inc.  (1994)  and Vice President  and
                           Controller  of  Kraft USA  Operations
                           (1991).

Jerry L. Weinstein (62)    Vice    President   and    President,
                           Exterior  System Business  since  May
                           1994;   formerly  President   of   UC
                           Industries (1979).

*Information in parentheses indicates year in which service in position began.
                          



<PAGE>                          -15-
                              
                              Part II

ITEM 5. MARKET FOR OWENS CORNING'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The  principal market on which Owens Corning's common  stock
is  traded is the New York Stock Exchange.  The high and low
sales prices in dollars per share for Owens Corning's common
stock  as reported in the consolidated transaction reporting
system  for each quarter during 1997 and 1996 are set  forth
in the following tables.

<TABLE>
<S>              <C>         <C>         <C>                 <C>      <C>
   1997          High        Low              1996           High     Low


First Quarter    49-7/8      40           First Quarter      46        39-3/4

Second Quarter   45          36-7/8       Second Quarter     43-1/8    37-5/8

Third Quarter    44-3/16     34-11/16     Third Quarter      43        36

Fourth Quarter   37-13/16    31-7/8       Fourth Quarter     43-1/2    36-1/4
</TABLE>

The number of stockholders of record of the Company's common
stock on February 17, 1998 was 7,012.

In June 1996, the Board of Directors of the Company approved
an  annual dividend policy of $.25 per share of common stock
and  declared a dividend of $.0625 per share of common stock
to  stockholders of record on September 30,  1996,  paid  on
October  15, 1996.  The company had not previously  declared
any  dividends since 1986.  In December 1996, February  1997
and  April  1997  the  Board  of Directors  of  the  Company
declared a dividend of $.0625 per share of common stock.  In
June  1997 and December 1997 the Board of Directors declared
a   dividend  of  $.075  per  share  of  common  stock.   In
connection   with  certain  of  its  current   bank   credit
facilities, the Company has agreed to restrictions affecting
the payment of cash dividends.  As of January 1, 1998, these
restrictions limited funds available for the payment of cash
dividends by the Company to approximately $95 million.

On August 30, 1996, the Company issued 472,250 shares of its
common  stock, par value $.10 per share (Common  Stock),  to
Celfort  Construction  Materials  Inc.   (the  "Seller")  in
connection with the acquisition of substantially all of  the
assets  of  the  extruded  polystyrene  insulation  products
business of Seller.  On January 15, 1997, the Company issued
49,999  shares of Common Stock to the sellers of the Western
Fiberglass  entities,  acquired  in  January  of  1995,   in
settlement  of amounts due under the acquisition agreements.
On  March  28,  1997, the Company issued 340,000  shares  of
Common  Stock  to  Falcon Mfg. Of Calif., Inc.  and  related
companies   in   connection   with   the   acquisition    of
substantially all of the assets of the expanded  polystyrene
foam  business  of the sellers.  On December 19,  1997,  the
Company issued 178,219 shares of Common Stock to the sellers
of   the  Fiber-Lite  Corporation,  acquired  in  1995,   in
settlement  of amounts due under the acquisition  agreement.
All  of  such shares were issued without registration  under
the  Securities  Act of 1933 in reliance upon  Regulation  D
promulgated  under  the  Securities  Act  or  the  exemption
provided by Section 4(2) of the Securities Act.




<PAGE>                        -16-

ITEM 6.  SELECTED FINANCIAL DATA

The  following is a summary of certain financial information  of  the
Company.
<TABLE>
<S>                                <C>       <C>      <C>      <C>      <C>   
                                   1997(a)   1996(b)  1995(c)  1994(d)  1993(e)
                         (In millions of dollars, except per share data and where noted)

Net sales                           $4,373   $3,832   $3,612   $3,351   $2,944
Cost of sales                        3,446    2,840    2,670    2,536    2,266
Marketing, administrative
  and other expenses                   608    1,361      444      429      350
Science and technology expenses         69       84       78       71       69
Restructure costs                       68       38        -       89       23
Income (loss) from operations          182     (491)     420      226      236
Cost of borrowed funds                 111       77       87       94       89
Income (loss) before provision
  for income taxes                      71     (568)     333      132      147
Provision (credit) for income taxes      9     (283)     109       58       47
Net income (loss)                       47     (284)     231      159      131
Net income (loss) per share
  Basic                                .89    (5.54)    4.73     3.65     3.06
  Diluted                              .88    (5.54)    4.41     3.35     2.81
Dividends per share on common
  stock
    Declared                         .2750    .1250        -        -        -
    Paid                             .2625    .0625        -        -        -
Weighted average number of shares
  outstanding (in thousands)
    Basic                           52,860   51,349   48,744   43,647   42,734
    Diluted                         53,546   51,349   53,918   50,007   49,391
Net cash flow from operations          131      335      285      233      253
Capital spending                       227      325      276      258      178
Total assets                         4,996    3,913    3,261    3,274    3,013
Long-term debt                       1,595      818      794    1,037      898
Average number of employees
  (in thousands)                        22       19       17       17       17
</TABLE>


(a)  During  1997, the Company recorded a pre-tax charge  of
     $143 million ($104 million after-tax) for restructuring
     and  other  actions as well as a $15 million  after-tax
     charge  for  the  cumulative effect of  the  change  in
     method of accounting for business process reengineering
     costs.   The  incremental sales from 1997  acquisitions
     were $534 million.

(b)  During  1996, the Company recorded a net pre-tax charge
     of  $875  million ($542 million after-tax) for asbestos
     litigation claims that may be received after  1999  and
     probable additional insurance recovery; special charges
     totaling  $42 million ($27 million after-tax) including
     valuation    adjustments    associated    with    prior
     divestitures,    major   product   line    productivity
     initiatives  and  a  contribution to the  Owens-Corning
     Foundation;  a  pre-tax  charge  of  $43  million  ($26
     million after-tax) for restructuring and other actions;
     a   $27  million  reduction  of  tax  reserves  due  to
     favorable  legislation;  and  a  pre-tax  gain  of  $37
     million  ($27 million after-tax) from the sale  of  the
     Company's  ownership  interest in its  former  Japanese
     affiliate, Asahi Fiber Glass Co. Ltd.

(c)  During 1995, the Company recorded a one time $8 million
     tax credit as a result of a tax loss carryback.




<PAGE>                        -17-
                              
ITEM 6. SELECTED FINANCIAL DATA (Continued)

(d)  During 1994, the Company recorded a $117 million charge
     ($85  million  after-tax) for productivity  initiatives
     and  other  actions.  The Company also recorded  a  $10
     million  after-tax charge for the adoption of Statement
     of  Financial  Accounting  Standards  (SFAS)  No.  106,
     Employers' Accounting for Postretirement Benefits Other
     Than  Pensions  for its non-U.S. plans, a  $28  million
     after-tax  charge  for the adoption of  SFAS  No.  112,
     Employers' Accounting for Postemployment Benefits,  and
     a  $123  million  after-tax credit for  the  change  in
     accounting method for rebuilding furnaces.
     
(e)  During  1993, the Company recorded a $23 million charge
     for the restructuring of its European operations, an $8
     million charge ($5 million after-tax) for the writedown
     of  its  hydrocarbon ventures to their  net  realizable
     value,  a $26 million credit for the adoption  of  SFAS
     No. 109, Accounting for Income Taxes, and a $14 million
     credit for the revaluation of deferred taxes.



<PAGE>                        -18-

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

(All per share information in Item 7 is on a diluted basis.)

RESULTS OF OPERATIONS

Net  sales  were $4.373 billion for the year ended  December
31,  1997, reflecting a 14% increase from the 1996 level  of
$3.832  billion.   Net  sales in 1995 were  $3.612  billion.
Growth in 1997 is mostly attributable to the acquisition  of
Fibreboard Corporation ("Fibreboard") that was completed  at
the  end  of  the  second  quarter and  the  acquisition  of
AmeriMark  Building  Products, Inc. ("AmeriMark")  that  was
completed  early  in  the  fourth quarter  of  1997.  Volume
increases in composites were partially offset by declines in
worldwide  composites  pricing.  The decline  in  composites
pricing was most notable in Europe and primarily reflects an
overall  weak  economic  climate.  The  sales  results  also
reflect   a   decline   in  insulation   prices   worldwide.
Additionally,   sales  were  adversely   affected   by   the
translation  impact of a stronger U.S. dollar  on  sales  in
foreign  currencies.   Please see  Notes  1  and  5  to  the
Consolidated Financial Statements.  Sales outside  the  U.S.
represented  24% of total sales for the year ended  December
31,  1997,  compared to 25% and 27% for the years  1996  and
1995, respectively. Gross margin for the year ended December
31,  1997  was  21%, down from 26% in 1996  and  1995.   The
decline  in  the 1997 gross margin primarily reflects  lower
prices in insulation and composites worldwide.

For  the  year ended December 31, 1997, the Company reported
net  income  of  $47  million, or $.88  per  diluted  share,
compared to a net loss of $284 million, or $5.54 per  share,
for the year ended December 31, 1996, and net income of $231
million, or $4.41 per share, for the year ended December 31,
1995.  Net income for 1997 includes a pretax charge of  $143
million ($104 million after-tax) for restructuring and other
actions.   Net income for 1997 also reflects increased  cost
of   borrowed  funds  and  minority  interest  expense,  due
primarily  to the financing of the Fibreboard and  AmeriMark
acquisitions; a $10 million after-tax credit resulting  from
the  modification of certain employee benefits in the second
quarter; as well as a $15 million after-tax charge  for  the
cumulative effect of the change in method of accounting  for
business process reengineering costs. Please see Notes 4, 5,
6 and 8 to the Consolidated Financial Statements.

The  1996 net loss reflects a net after-tax charge  of  $542
million  for asbestos litigation claims that may be received
after  1999; after-tax special charges totaling $27  million
including   valuation  adjustments  associated  with   prior
divestitures,  major  product line productivity  initiatives
and a contribution to the Owens-Corning Foundation; an after-
tax  charge  of  $26  million for  restructuring  and  other
actions;  a  $27  million reduction of tax reserves  due  to
favorable legislation; and an after-tax gain of $27  million
from  the  sale of the Company's ownership interest  in  its
former  Japanese  affiliate,  Asahi  Fiber  Glass  Co.  Ltd.
Please  see Notes 4, 15 and 22 to the Consolidated Financial
Statements. Net income for the year ended December 31,  1995
includes a one-time gain of $8 million resulting from a  tax
loss carryback.

Marketing  and administrative expenses were $580 million  in
1997  compared  to $500 million in 1996.   The  increase  in
marketing  and  administrative  expenses  is  due   to   the
incremental costs from acquisitions.

The  Company's  cost of borrowed funds for  the  year  ended
December 31, 1997 was $111 million, $34 million higher  than
1996.  This  increase is primarily related to the  Company's
borrowings  to  finance the acquisition of Fibreboard.   The
remainder  of the increase is due to borrowings  related  to
the  Company's  working  capital requirements.   Please  see
Notes 2, 3 and 5 to the Consolidated Financial Statements.





<PAGE>                        -19-

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (Continued)

At  December 31, 1997, the Company has $488 million  in  net
deferred tax assets, all of which management expects will be
realized through future income from operations.  Please  see
Note 11 to the Consolidated Financial Statements.

The  $143  million  pretax  charge  referred  to  above  for
restructuring and other actions was the first phase  of  the
Company's  strategic  program to  reduce  overhead,  enhance
manufacturing    productivity   and   close    manufacturing
facilities.   The Company estimates that the total  cost  of
this  program and other costs will approximate $250 million,
with  the remainder of the actions to be taken in the  first
quarter  of  1998.  Based upon expected economic  conditions
over the next few years, including labor, material and other
costs,  the Company expects to be able to decrease operating
costs  by  approximately $100 million in  1998,  and  by  an
additional  $75  million  when fully  implemented  in  1999,
resulting in ongoing savings of $175 million per year.

Building Materials

In  the  Building Materials segment, sales increased 20%  in
1997  compared to 1996. This growth reflects the incremental
sales   from  acquisitions  as  well  as  volume   increases
worldwide,  resulting from the integration of the  Company's
expanded  product  line.  The benefits of  acquisitions  and
volume  growth were reduced by a decline in prices  and  the
adverse  impact of a stronger dollar. Income from operations
for  Building  Materials was $123 million  in  1997,  a  44%
decrease from the 1996 level of $219 million.  This decrease
is  due to insulation pricing pressures as well as a portion
of the special charges described above.  Please see Notes  1
and 4 to the Consolidated Financial Statements.

During  1997, the Company made several acquisitions  in  the
Building  Materials segment in the United States and  Europe
which  were  consummated  through the  exchange  of  various
combinations  of  common stock, cash,  and  trust  preferred
hybrid   securities.   The  largest  of   these   were   the
acquisitions  of  Fibreboard  and  AmeriMark,   which   were
completed at the end of the second quarter and early in  the
fourth quarter, respectively.  With these acquisitions,  the
Company  has  obtained  the  leading  North  American  sales
position  in  vinyl  siding as well  as  broad  distribution
capabilities.   Please  see  Note  5  to  the   Consolidated
Financial Statements.

The  consolidated results of the Company include the results
of operations of Fibreboard and AmeriMark beginning with the
third and fourth quarters of 1997, respectively.  To enhance
comparability, certain information below is presented  on  a
"pro   forma"   basis  and  reflects  the  acquisitions   of
Fibreboard  (excluding  Pabco  and  operations   that   were
discontinued  by  Fibreboard prior to the  acquisition)  and
AmeriMark  as  though they had occurred at the beginning  of
the  periods presented.  (The pro forma impact of all  other
acquisitions   during   1997,   excluding   Fibreboard   and
AmeriMark,  was  not  material to the Company's  results  of
operations  for the year ended December 31, 1997  or  1996.)
The pro forma results include certain adjustments, primarily
for   depreciation  and  amortization,  interest  and  other
expenses directly attributable to the acquisitions, and  are
not  necessarily  indicative of the  combined  results  that
would  have  occurred had the acquisitions occurred  at  the
beginning of those periods.




<PAGE>                        -20-

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (Continued)

<TABLE>
<S>                                     <C>       <C>       <C>        <C> 
                                             PRO FORMA          AS REPORTED
                                            Year Ended          Year Ended
                                           December 31,         December 31,
                                          1997      1996      1997       1996
                                   (In  millions  of  dollars,except share data)

Net sales                               $5,041    $4,932    $4,373     $3,832
Income (loss) from 
  continuing operations                     46      (301)       62       (284)
Diluted earnings per share 
  from continuing operations            $  .86    $(5.86)    $1.17     $(5.54)
</TABLE>

Composite Materials

In  the  Composite Materials segment, sales were up slightly
for  the  year  ended December 31, 1997  compared  to  1996.
Volume  increases,  particularly  in  Europe,  were  largely
offset  by pricing pressures globally as well as the  impact
of  a stronger dollar on sales in foreign currencies. Income
from operations was $165 million in 1997, down 26% from $222
million  in 1996.  This decline largely reflects the decline
in  price globally.  Income from operations also includes  a
portion  of the special charges described above. Please  see
Notes 1 and 4 to the Consolidated Financial Statements.

The  Company  completed two acquisitions  in  the  Composite
Materials segment during 1997, including the acquisition  of
the remainder of the Company's equity interest in Knytex,  a
manufacturer   of  specialty  glass  fiber   fabrics.    The
Company's  other acquisition was that of the assets  of  The
Stewart  Group,  Inc.,  a manufacturer  and  marketer  of  a
composite  central  strength  member  for  telecommunication
cable  using proprietary technology.  With this acquisition,
the  Company  now  markets a complete line  of  glass  fiber
products  that protect and reinforce fiber optic and  copper
telecommunications cable.

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Cash flow from operations, excluding proceeds from insurance
and  payments  for  asbestos  litigation  claims,  was  $334
million for 1997, compared to $501 million for 1996.     The
decrease  in  cash flow from operations in 1997  is  largely
attributable to the Company's lower earnings in 1997.   Cash
flow from operations also reflects the Company's substantial
income tax receivable as of December 31, 1997, which will be
received  early  in  1998.   Decreases  in  receivables  and
inventories,  excluding  those acquired  during  1997,  were
largely  offset by a decline in accounts payable and accrued
liabilities.  The 1996 cash flow from operations reflects an
inflow  due to a higher level of disbursements for  benefits
from  the Voluntary Employees' Beneficiary Association trust
(VEBA) in 1996 compared to 1997.

The  Company's  net working capital and current  ratio  were
$121 million and 1.09 compared to negative $163 million  and
 .85,  at  December  31,  1997 and 1996,  respectively.   The
increase  in 1997 was primarily due to increased receivables
and  inventories  as  well as an increase  in  income  taxes
receivable.




<PAGE>                       -21-

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (Continued)

The  Company's total borrowings at December 31,  1997,  were
$1,738  million, $804 million higher than at year-end  1996.
The  increase  in  debt  is  primarily  the  result  of  the
financing of the Fibreboard acquisition as well as increases
in working capital.

As  of  December 31, 1997, the Company had unused  lines  of
credit of $884 million available under long-term bank credit
facilities  and an additional $224 million under  short-term
facilities,  compared  to  $440 million  and  $195  million,
respectively,  at  year-end 1996.  The  increase  in  unused
available   lines   of   credit   reflects   primarily   the
establishment of a new $2 billion credit facility  in  June,
1997.  Letters of credit issued under the facility, most  of
which  support  appeals  from asbestos  trials,  reduce  the
available  credit. The impact of such reduction is reflected
in the unused lines of credit discussed above.

Capital   spending  for  property,  plant   and   equipment,
excluding  acquisitions,  was  $227  million  in  1997.  The
Company  anticipates  1998 capital  spending,  exclusive  of
acquisitions   and  investments  in  affiliates,   will   be
approximately  $220  million,  the  majority  of  which   is
uncommitted.   The  Company expects that funding  for  these
expenditures  will  be  from the  Company's  operations  and
external sources as required.

Gross  payments for asbestos litigation claims during  1997,
including  amounts deferred from prior years  and  excluding
amounts  deferred to future years, were $300  million.   The
1997  expenditures include $51 million in defense costs  and
$7  million for appeal bond and other costs.  Proceeds  from
insurance  were $97 million resulting in a net  pretax  cash
outflow of $203 million, or $122 million after-tax.   During
1997, the Company received approximately 35,300 new asbestos
personal injury cases and closed approximately 19,200 cases.
During  1998,  the  Company's total  payments  for  asbestos
litigation claims, including defense costs, are expected  to
be  approximately $350 million. Proceeds from  insurance  of
$100  million  are expected to be available to  cover  these
costs,  resulting  in  a net pretax  cash  outflow  of  $250
million, or $150 million after-tax.  Please see Note  22  to
the Consolidated Financial Statements.

Gross   payments  for  asbestos  litigation  claims  against
Fibreboard for the six months ended December 31,  1997  were
approximately  $126 million, all of which was paid  directly
by  Fibreboard's  insurers or from  the  escrow  account  to
claimants   on  Fibreboard's  behalf.   During   the   year,
Fibreboard   received  approximately  33,000  new   asbestos
personal  injury  claims, and resolved  approximately  2,800
claims.  During  the next twelve months,  any  payments  for
asbestos claims against Fibreboard are expected to  be  paid
by Fibreboard's insurers or from the escrow account.  Please
see   Notes   17  and  22  to  the  Consolidated   Financial
Statements.

The   Company   expects  funds  generated  from  operations,
together with funds available under long and short term bank
credit  facilities,  to be sufficient to  satisfy  its  debt
service obligations under its existing indebtedness, as well
as   its   contingent  liabilities  for  uninsured  asbestos
personal injury claims.

The  Company has been deemed by the Environmental Protection
Agency  (EPA)  to be a potentially responsible  party  (PRP)
with  respect  to  certain  sites  under  the  Comprehensive
Environmental  Response,  Compensation  and  Liability   Act
(Superfund).  The Company has also been deemed a  PRP  under
similar  state or local laws, including two state  Superfund
sites  where the Company is the primary generator.  In other
instances,  other PRPs have brought suits or claims  against
the  Company  as a PRP for contribution under such  federal,
state or local laws.




<PAGE>                        -22-
                              
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (Continued)

During  1997, the Company was designated as a  PRP  in  such
federal,  state,  local  or  private  proceedings  for   two
additional sites.  At December 31, 1997, a total of 42  such
PRP designations remained unresolved by the Company, some of
which  designations the Company believes  to  be  erroneous.
The    Company   is   also   involved   with   environmental
investigation or remediation at a number of other  sites  at
which  it  has not been designated a PRP.  The  Company  has
established  a  $31  million reserve, of which  $15  million
relates to Fibreboard, for its Superfund (and similar state,
local and private action) contingent liabilities. Based upon
information presently available to the Company, and  without
regard to the application of insurance, the Company believes
that,  considered  in  the aggregate, the  additional  costs
associated  with such contingent liabilities, including  any
related litigation costs, will not have a materially adverse
effect  on  the  Company's results of operations,  financial
condition or long-term liquidity.

The 1990 Clean Air Act Amendments (Act) provide that the EPA
will issue regulations on a number of air pollutants over  a
period of years.  Until these regulations are developed, the
Company  cannot determine the extent to which the  Act  will
affect it.  The Company anticipates that its sources  to  be
regulated  will  include  wool  fiberglass,  mineral   wool,
asphalt roofing and processing, and metal coil coating.  The
EPA's  currently announced schedule is to issue  regulations
covering  wool fiberglass and mineral wool in 1998,  asphalt
roofing  and processing in 1999, and metal coil  coating  in
2000, with implementation as to existing sources up to three
years  thereafter. Based on information  now  known  to  the
Company,   including  the  nature  and  limited  number   of
regulated  materials it emits, the Company does  not  expect
the Act to have a materially adverse effect on the Company's
results  of  operations,  financial condition  or  long-term
liquidity.

Year 2000 Compliance

The  Company has been actively implementing new systems  and
technology since 1995 as part of the Advantage 2000 program.
A key objective of this initiative is to ensure all business
transactions  are  compliant with  requirements  to  process
accurately in the year 2000 and beyond.  The scope  of  this
program  has been continuously expanded to include  each  of
the  seventeen acquisitions made by the Company  during  the
past four years.  To date, over 50% of the Company's systems
have  been replaced and are in operation for daily  business
transaction  processing.  All remaining system updates  will
be implemented throughout the period ending July 1, 1999.

The  cumulative  cost of business systems  replacement  from
1995  through  the  end  of  1997  has  been  $139  million,
including  $97  million for information technology  and  $42
million  for  related  training and  deployment  in  various
business locations.  The current estimates for all remaining
locations  range  from  approximately  $35  million  to  $45
million    for    information   technology,    manufacturing
technology, and training and deployment costs.

The  Company  is also working with all suppliers  to  ensure
their  systems are year 2000 compliant as well.   All  costs
associated with supplier compliance will be borne  by  them.
In  the  event that some suppliers are unable to convert  or
replace  systems  appropriately,  the  Company  will  switch
suppliers  to  those  that  are able  to  provide  compliant
transaction processing.

Item  7 contains forward-looking statements.  These forward-
looking  statements are subject to risks  and  uncertainties
that  could  cause actual results to differ materially  from
those  projected in these statements.  Some of the important
factors   that   may  influence  possible  differences   are
continued   competitive  factors  and   pricing   pressures,
construction  activity,  interest  rate  movements,   issues
involving   implementation   of   new   business    systems,
achievement   of  expected  cost  reductions  and   asbestos
litigation.




<PAGE>                        -23-

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Pages  26  through  75  hereof  are  incorporated  here   by
reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

Owens Corning has nothing to report under this Item.
                              
                              
                          PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF OWENS CORNING

The  information  required by this Item is  incorporated  by
reference  from  the Company's 1998 Proxy  Statement  except
that   certain   information  concerning   Owens   Corning's
executive  officers  is  included on  pages  13  through  14
hereof.


ITEM 11.  EXECUTIVE COMPENSATION

The  information  required by this Item is  incorporated  by
reference from the Company's 1998 Proxy Statement.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  information  required by this Item is  incorporated  by
reference from the Company's 1998 Proxy Statement.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  information  required by this Item is  incorporated  by
reference from the Company's 1998 Proxy Statement.



<PAGE>                       -24-
                              
                           PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  DOCUMENTS FILED AS PART OF THIS REPORT

 1.  See Index to Financial Statements on page 26 hereof

 2.  See Index to Financial Statement Schedules on page 76 hereof

 3.  See Exhibit Index beginning on page 78-80 hereof

   Management   contracts   and   compensatory   plans   and
   arrangements required to be filed as an exhibit  pursuant
   to  Item  14(c) of Form 10-K are denoted in  the  Exhibit
   Index by an asterisk ("*").

(b)  REPORTS ON FORM 8-K

   Owens  Corning  filed a Current Report Dated  October  1,
   1997   on  Form  8-K  to  report  that  it  had  acquired
   substantially all of the assets, properties and  business
   of  AmeriMark  Building  Products, Inc.,  Wolverine  Coil
   Coating, Inc. and RBP, Inc. on that date.



<PAGE>                        -25-

                           Signatures

Pursuant to the requirements of Section 13 or 15(d)  of  the
Securities  Exchange  Act of 1934, the Registrant  has  duly
caused  this  report  to be signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.

OWENS CORNING

By    /s/ G. H. Hiner                         Date   March 11, 1998
     Glen H. Hiner, Chairman of the Board
     and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange  Act
of  1934, this report has been signed below by the following
persons  on  behalf of the Registrant and in the  capacities
and on the dates indicated.

      /s/ G. H. Hiner                           Date:   March 11, 1998
     Glen H. Hiner, Chairman of the Board,
     Chief Executive Officer and Director

      /s/ Domenico Cecere                       Date:   March 11, 1998
     Domenico Cecere, Senior Vice
     President and Chief Financial Officer

      /s/ Steven J. Strobel                     Date:   March  9, 1998
     Steven J. Strobel, Vice President and
     Controller

     /s/ Norman P. Blake Jr.                    Date:   March 9, 1998
     Norman P. Blake, Jr., Director

                                                Date:   March   , 1998
     Gaston Caperton, Director

     /s/ Leonard S. Coleman Jr.                 Date:   March 12, 1998
     Leonard S. Coleman, Jr., Director

     /s/ William W. Colville                    Date:   March 9, 1998
     William W. Colville, Director

     /s/ John H. Dasburg                        Date:   March 9, 1998
     John H. Dasburg, Director

     /s/ Landon Hilliard                        Date:   March 10, 1998
     Landon Hilliard, Director

     /s/ Trevor Holdsworth                      Date:   March 9, 1998
     Trevor Holdsworth, Director

     /s/ Jon M. Huntsman, Jr.                   Date:   March 13, 1998
     Jon M. Huntsman, Jr., Director

     /s/ Ann Iverson                            Date:   March 11, 1998
     Ann Iverson, Director

     /s/ W. Walker Lewis                        Date:   March 9, 1998
     W. Walker Lewis, Director

     /s/ Furman C. Moseley                      Date:   March 13, 1998
     Furman C. Moseley, Jr., Director

     /s/ W. Ann Reynolds                        Date:   March 11, 1998
     W. Ann Reynolds, Director




<PAGE>                            -26-
                              
                     INDEX TO FINANCIAL STATEMENTS

Item                                                              Page

Report of Independent Public Accountants............................27

Summary of Significant Accounting Policies.......................28-29

Consolidated Statement of Income - for the
 years ended December 31, 1997, 1996 and 1995....................30-31

Consolidated Balance Sheet-December 31, 1997 and 1996............32-33

Consolidated Statement of Stockholders' Equity -
 for the years ended December 31, 1997, 1996 and 1995...............34

Consolidated Statement of Cash Flows - for the years
 ended December 31, 1997, 1996 and 1995..........................35-36

Notes to Consolidated Financial Statements
 Notes 1 through 24..............................................37-75




<PAGE>                        -27-
                              
          REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of Owens Corning:

We  have audited the accompanying consolidated balance sheet
of  OWENS  CORNING (a Delaware corporation) and subsidiaries
as   of   December  31,  1997  and  1996,  and  the  related
consolidated statements of income, stockholders' equity  and
cash  flows for each of the three years in the period  ended
December  31,  1997.   These financial  statements  are  the
responsibility    of   the   Company's   management.     Our
responsibility  is to express an opinion on these  financial
statements based on our audits.

We   conducted  our  audits  in  accordance  with  generally
accepted auditing standards. Those standards require that we
plan  and  perform the audit to obtain reasonable  assurance
about  whether the financial statements are free of material
misstatement. An audit includes examining, on a test  basis,
evidence  supporting  the amounts  and  disclosures  in  the
financial  statements. An audit also includes assessing  the
accounting principles used and significant estimates made by
management,  as  well  as evaluating the  overall  financial
statement presentation.  We believe that our audits  provide
a reasonable basis for our opinion.

In  our opinion, the financial statements referred to  above
present  fairly,  in  all material respects,  the  financial
position  of  Owens Corning and subsidiaries as of  December
31,  1997 and 1996, and the results of their operations  and
their  cash flows for each of the three years in the  period
ended  December  31,  1997,  in  conformity  with  generally
accepted accounting principles.

As  discussed  in  Note  6  to  the  consolidated  financial
statements,  during the fourth quarter of 1997, the  Company
changed  its  method  of  accounting  for  business  process
reengineering costs.

Our audit was made for the purpose of forming an opinion  on
the  basic  financial  statements taken  as  a  whole.   The
schedule   listed  in  the  Index  to  Financial   Statement
Schedules is presented for the purpose of complying with the
Securities and Exchange Commission's rules and is  not  part
of  the basic financial statements.  This schedule has  been
subjected to the auditing procedures applied in the audit of
the  basic financial statements and, in our opinion,  fairly
states  in all material respects the financial data required
to  be  set forth therein in relation to the basic financial
statements taken as a whole.


                              ARTHUR ANDERSEN LLP



January 27, 1998
Toledo, Ohio
                                                            
                                                            
                                                            


<PAGE>                      -28-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

Owens Corning and subsidiaries' (the "Company") consolidated
financial statements include the accounts of majority  owned
subsidiaries,  unless  ownership  is  considered  temporary.
Significant  intercompany  accounts  and  transactions   are
eliminated.

Net Income per Share

Basic  net  income per share is computed using the  weighted
average  number  of  common shares  outstanding  during  the
period.  Diluted net income per share reflects the  dilutive
effect of common equivalent shares and increased shares that
would   result  from  the  conversion  of  debt  and  equity
securities.  The effects of anti-dilution are not presented.
Unless   otherwise  indicated,  all  per  share  information
included   in  the  notes  to  the  consolidated   financial
statements  is presented on a diluted basis.  The  1996  and
1995  earnings per share calculations have been restated  in
accordance with Statement of Financial Accounting  Standards
No. 128.

Inventory Valuation

Inventories  are stated at cost, which is less  than  market
value,   and   include  material,  labor  and  manufacturing
overhead.  The majority of U.S. inventories are valued using
the  last-in,  first-out (LIFO) method and  the  balance  of
inventories are generally valued using the first-in,  first-
out (FIFO) method.

Goodwill

Goodwill  is carried at cost, less accumulated amortization,
and  is amortized on a straight-line basis over a period  of
forty  years.   The  Company continually  evaluates  whether
events  and  circumstances have occurred that  indicate  the
remaining  estimated  useful life of  goodwill  may  warrant
revision   or  that  the  remaining  balance  may   not   be
recoverable.  When factors indicate that goodwill should  be
evaluated  for  possible impairment,  the  Company  uses  an
estimate of the related business segment's undiscounted cash
flows  over the remaining life of the goodwill in  measuring
whether the goodwill is recoverable.

Investments in Affiliates

Investments in affiliates are accounted for using the equity
method, under which the Company's share of earnings of these
affiliates  is  reflected in income as earned and  dividends
are  credited  against  the investment  in  affiliates  when
received.

Capitalization of Software Developed for Internal Use

The  Company  capitalizes the direct external  and  internal
costs  incurred in connection with the development,  testing
and  installation of software for internal use.   Internally
developed software is included in plant and equipment and is
amortized over its estimated useful life using the straight-
line method.



<PAGE>                      -29-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                         (Continued)
                              
Depreciation

For  assets placed in service prior to January 1, 1992,  the
Company's plant and equipment is depreciated primarily using
the double-declining balance method for the first half of an
asset's  estimated useful life and the straight-line  method
is  used  thereafter.  For assets placed  in  service  after
December  31,  1991, the Company's plant  and  equipment  is
depreciated using the straight-line method.

Derivative Financial Instruments

Gains and losses on hedges of existing assets or liabilities
are  included  in  the carrying amount of  those  assets  or
liabilities and are ultimately recognized in income as  part
of  those  carrying amounts.  Gains and losses on hedges  of
net  investments  in foreign subsidiaries  are  included  in
stockholders'   equity.   Gains  and   losses   related   to
qualifying   hedges  of  firm  commitments  or   anticipated
transactions also are deferred and are recognized in  income
or  as  adjustments  of  carrying amounts  when  the  hedged
transaction  occurs.  Gains and losses on  forward  currency
exchange  contracts  that  do  not  qualify  as  hedges  are
recognized as other income or expense.

Stock Based Compensation Plans

The   Company  applies  Statement  of  Financial  Accounting
Standards  No.  123 (SFAS 123) in accounting for  its  stock
based  compensation plans. In accordance with SFAS  123  the
Company applies Accounting Principles Board Opinion  No.  25
and related Interpretations for expense recognition.

Use of Estimates

The  preparation of financial statements in conformity  with
generally accepted accounting principles requires management
to  make  estimates and assumptions that affect the reported
amounts   of  assets  and  liabilities  and  disclosure   of
contingent  assets  and  liabilities  at  the  date  of  the
financial  statements and the reported amounts  of  revenues
and  expenses  during the reporting period.  Actual  results
could differ from those estimates.

Reclassifications

Certain reclassifications have been made to 1996 and 1995 to
conform with the classifications used in 1997.




<PAGE>                      -30-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
              CONSOLIDATED STATEMENT OF INCOME
                              
    FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
<S>                                            <C>         <C>       <C>      
                                                  1997       1996       1995
                                                    (In millions of dollars, 
                                                       except share data)

NET SALES                                       $ 4,373    $ 3,832    $ 3,612

COST OF SALES                                     3,446      2,840      2,670

   Gross margin                                     927        992        942

OPERATING EXPENSES
 Marketing and administrative expenses              580        500        443
 Science and technology expenses (Note 12)           69         84         78
 Provision for asbestos litigation claims 
   (Note 22)                                          -        875          -
 Restructure costs (Note 4)                          68         38          -
 Other (Notes 4 and 15)                              28        (14)         1

   Total operating expenses                         745      1,483        522

INCOME (LOSS) FROM OPERATIONS                       182       (491)       420

Cost of borrowed funds (Notes 2, 3 and 21)          111         77         87

INCOME (LOSS) BEFORE PROVISION (CREDIT)
  FOR INCOME TAXES                                   71       (568)       333

Provision (credit) for income taxes (Note 11)         9       (283)       109

INCOME (LOSS) BEFORE MINORITY INTEREST
 AND EQUITY IN NET INCOME OF AFFILIATES              62       (285)       224

Minority interest (Notes 7 and 8)                   (11)        (8)        (5)

Equity in net income of affiliates (Note 15)         11          9         12

INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF ACCOUNTING CHANGE                          62       (284)       231

Cumulative effect of accounting change (Note 6)     (15)         -          -

NET INCOME (LOSS)                               $    47     $ (284)    $  231
</TABLE>
                             
    The accompanying summary of significant accounting policies and notes
                     are an integral part of this statement.




<PAGE>                         -31-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
              CONSOLIDATED STATEMENT OF INCOME
                              
    FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
                         (Continued)
<TABLE>
<S>                                          <C>         <C>       <C>
                                             1997        1996      1995
                                      (In millions of dollars, except share data)

NET INCOME PER COMMON SHARE (Note 19)

Basic:

 Income (loss) before cumulative effect
  of accounting change                        $ 1.18     $ (5.54)   $ 4.73

 Cumulative effect of accounting change 
   (Note 6)                                     (.29)          -         -

 Net income (loss) per share                  $  .89     $ (5.54)   $ 4.73

Diluted:

 Income (loss) before cumulative
   effect of accounting change                $ 1.17     $ (5.54)   $ 4.41

 Cumulative effect of accounting change 
   (Note 6)                                     (.29)          -         -

 Net income (loss) per share                  $  .88     $ (5.54)   $ 4.41

Weighted average number of common shares
 outstanding and common equivalent shares
 during the period (in millions)

  Basic                                         52.9        51.3      48.7
  Diluted                                       53.5        51.3      53.9
</TABLE>


                              
    The accompanying summary of significant accounting policies and notes
                   are an integral part of this statement.
           



<PAGE>                               -32-
                              
                         OWENS CORNING AND SUBSIDIARIES
                              
           CONSOLIDATED BALANCE SHEET - DECEMBER 31, 1997 AND 1996

<TABLE>
<S>                                                  <C>            <C>
                              
ASSETS                                                 1997          1996
                                                    (In millions of dollars)
CURRENT

Cash and cash equivalents                             $  58         $  45
Receivables, less allowances of $20 million
 in 1997 and $17 million in 1996 (Note 13)              432           314
Inventories (Note 14)                                   503           340
Insurance for asbestos litigation claims - current
 portion (Note 22)                                      100           100
Deferred income taxes (Note 11)                         160           106
Assets held for sale (Note 5)                            41             -
Income tax receivable (Note 11)                          96             4
Other current assets                                     38            49

 Total current                                        1,428           958

OTHER

Insurance for asbestos litigation claims (Note 22)      357           454
Asbestos costs to be reimbursed - Fibreboard (Note 22)  116             -
Deferred income taxes (Note 11)                         328           474
Goodwill, less accumulated amortization of $45
 million in 1997 and $26 million in 1996 (Note 5)       778           286
Investments in affiliates (Notes 4 and 15)               52            64
Other noncurrent assets (Note 10)                       184           155

 Total other                                          1,815         1,433

PLANT AND EQUIPMENT, at cost

Land                                                     66            58
Buildings and leasehold improvements                    676           614
Machinery and equipment                               2,629         2,384
Construction in progress                                214           285
                                                      3,585         3,341
Less:  Accumulated depreciation                      (1,832)       (1,819)

 Net plant and equipment                              1,753         1,522
TOTAL ASSETS                                        $ 4,996       $ 3,913
</TABLE>
                              
                              
                              
                              
                              
                              
                              
    The accompanying summary of significant accounting policies and notes
                   are an integral part of this statement.
            



<PAGE>                               -33-
                              
                        OWENS CORNING AND SUBSIDIARIES
                              
          CONSOLIDATED BALANCE SHEET - DECEMBER 31, 1997 AND 1996
                                  (Continued)

<TABLE>
<S>                                                 <C>            <C>    
                              
LIABILITIES AND STOCKHOLDERS' EQUITY                   1997           1996
                                                    (In millions of dollars)
CURRENT

Accounts payable and accrued liabilities
 (Note 16)                                          $   814         $  705
Reserve for asbestos litigation claims -
 current portion (Note 22)                              350            300
Short-term debt (Note 3)                                 23             96
Long-term debt - current portion (Note 2)               120             20

     Total current                                    1,307          1,121

LONG-TERM DEBT (Note 2)                               1,595            818

OTHER

Reserve for asbestos litigation claims (Note 22)      1,320          1,670
Asbestos-related liabilities - Fibreboard (Note 22)     123              -
Other employee benefits liability (Note 9)              335            349
Pension plan liability (Note 10)                         65             63
Other                                                   165            161

     Total other                                      2,008          2,243

COMMITMENTS AND CONTINGENCIES
 (Notes 18, 21 and 22)

COMPANY OBLIGATED SECURITIES
   OF ENTITIES HOLDING SOLELY
   PARENT DEBENTURES
 (Notes 7 and 8)                                        503            194

MINORITY INTEREST                                        24             21

STOCKHOLDERS' EQUITY

Preferred stock, no par value; authorized
 8 million shares, none outstanding (Note 20)
Common stock, par value $.10 per share;
 authorized 100 million shares; issued
 1997-53.6 million and 1996-52.1 million
 shares (Notes 2, 5 and 19)                             657            606
Deficit                                              (1,041)        (1,072)
Foreign currency translation adjustments                (37)            (1)
Other (Notes 10 and 19)                                 (20)           (17)

     Total stockholders' equity                        (441)          (484)

TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                             $ 4,996        $ 3,913
</TABLE>


     The accompanying summary of significant accounting policies and notes
                    are an integral part of this statement.




<PAGE>                            -34-
                              
                      OWENS CORNING AND SUBSIDIARIES
                              
             CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                              
          FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<S>                                       <C>            <C>          <C>
                              
                                             1997          1996         1995
                                                 (In millions of dollars)
COMMON STOCK

Balance beginning of year                  $   606        $   579       $  348
Issuance of stock for:
 Conversion of debt (Note 2)                     -              -          173
 Acquisitions (Note 5)                          16             20           42
 Awards under stock compensation plans 
   (Note 19)                                    35              7           16

Balance end of year                            657            606          579

DEFICIT

Balance beginning of year                   (1,072)          (781)      (1,012)
Net income (loss)                               47           (284)         231
Cash dividends declared                        (16)            (7)           -

Balance end of year                         (1,041)        (1,072)        (781)
FOREIGN CURRENCY TRANSLATION
 ADJUSTMENTS

Balance beginning of year                       (1)             9           (1)
Translation adjustments                        (36)           (10)          10

Balance end of year                            (37)            (1)           9
OTHER

Balance beginning of year                      (17)           (19)         (15)
Net increase (decrease)                         (3)             2           (4)

Balance end of year                            (20)           (17)         (19)

STOCKHOLDERS' EQUITY                         $(441)         $(484)       $(212)
</TABLE>
                              
                              
                              
                              
     The accompanying summary of significant accounting policies and notes
                    are an integral part of this statement.
              



<PAGE>                               -35-
                              
                        OWENS CORNING AND SUBSIDIARIES
                              
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                              
             FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<S>                                       <C>           <C>            <C>                      
                              
                                             1997          1996         1995
                                                 (In millions of dollars)
NET CASH FLOW FROM OPERATIONS

 Net income (loss)                         $   47        $ (284)        $ 231

 Reconciliation of net cash provided
  by operating activities:

  Noncash items:
   Provision for asbestos litigation 
     claims (Note 22)                           -           875             -
   Cumulative effect of accounting change 
     (Note 6)                                  15             -             -
   Provision for depreciation and
     amortization                             173           141           132
   Provision (credit) for deferred
     income taxes (Note 11)                   110          (258)          142
   Other (Note 4)                              49            (2)           (2)

 (Increase) decrease in receivables 
   (Note 13)                                   57            20            36
 (Increase) decrease in inventories            60           (71)          (15)
 Increase (decrease) in accounts payable
  and accrued liabilities                     (60)          103           (50)
 Disbursements (funding) of VEBA trust         19            45           (64)
Proceeds from insurance for asbestos
  litigation claims, excluding Fibreboard 
  (Note 22)                                    97           101           251
 Payments for asbestos litigation claims,
  excluding Fibreboard (Note 22)             (300)         (267)         (308)
  Other                                      (136)          (68)          (68)

Net cash flow from operations                 131           335           285

NET CASH FLOW FROM INVESTING

 Additions to plant and equipment            (227)         (325)         (276)
 Investment in subsidiaries, net of
 cash acquired (Note 5)                      (564)          (70)          (81)
 Proceeds from the sale of affiliate 
   (Note 15)                                    -            55             -
  Other                                        (8)          (20)           (4)

Net cash flow from investing               $ (799)       $ (360)       $ (361)

                              
                              
     The accompanying summary of significant accounting policies and notes
                      are an integral part of this statement.




<PAGE>                                 -36-
                              
                          OWENS CORNING AND SUBSIDIARIES
                              
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                              
                FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
                                    (Continued)

</TABLE>
<TABLE>
<S>                                           <C>         <C>         <C> 
                              
                                               1997          1996        1995
                                                  (In millions of dollars)

NET CASH FLOW FROM FINANCING
 (Notes 2, 3 and 7)

 Net additions to long-term
  credit facilities                            $  796      $   39       $  55
 Other additions to long-term debt                108          22           9
 Other reductions to long-term debt              (133)        (43)       (128)
 Net increase (decrease) in short-term debt       (81)         32         (94)
 Issuance of preferred stock of subsidiary          -           -         194
 Dividends paid                                   (14)         (3)          -
  Other                                             6           3           -

  Net cash flow from financing                    682          50          36

Effect of exchange rate changes on cash            (1)          2          (1)

Net increase (decrease) in cash and 
  cash equivalents                                 13          27         (41)

Cash and cash equivalents at beginning
  of year                                          45          18          59

Cash and cash equivalents at end of year        $  58       $  45        $ 18
</TABLE>
                              
                                
                              
     The accompanying summary of significant accounting policies and notes
                    are an integral part of this statement.


<PAGE>                              -37-
                                
                 OWENS CORNING AND SUBSIDIARIES
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Segment Data

The   Company  operates  in  two  industry  segments,   Building
Materials  and Composite Materials, and reports its  results  in
two  ways:  by industry segment and by geographic segment.   See
Note  5  for  detail  of  1997, 1996 and 1995  acquisitions  and
divestitures of businesses.

The industry segments are defined as follows:

    Building Materials

    Production  and  sale of glass wool fibers  formed  into
    thermal   and  acoustical  insulation  and  air   ducts;
    extruded  and  expanded polystyrene insulation;  roofing
    shingles  and  asphalt  materials;  windows  and  doors;
    vinyl  and  metal  siding  and accessories;  cast  stone
    building products; and the branded sale of housewrap.

    Composite Materials

    Production and sale of glass fiber yarns; rovings,  mats
    and  veils;  strand  and reinforcement  products;  glass
    reinforced  plastic pipe; and polyester and vinyl  ester
    resins.

The  geographic  segment  reporting combines  the  two  industry
segments  within the major regions: United States,  Europe,  and
Canada and other.

Intersegment   sales  are  generally  recorded  at   market   or
equivalent value.  Income (loss) from operations by industry and
geographic segment consists of net sales less related costs  and
expenses. In computing income (loss) from operations by segment,
cost  of  borrowed funds and other general corporate income  and
expenses   have  been  excluded.  Certain  corporate   operating
expenses  directly traceable to industry and geographic segments
have been allocated to those segments.

Income  from  operations for the year ended  December  31,  1997
includes  a pretax charge of $143 million for restructuring  and
other actions (Note 4). The impact of these special items was to
reduce  income  from operations for Building  Materials  in  the
United  States, Europe, and Canada and other by $21 million,  $6
million  and  $62 million, respectively; Composite Materials  in
the  United States, Europe, and Canada and other by $5  million,
$6 million and $3 million, respectively; and to increase general
corporate expense by $40 million.

Income  (loss) from operations for the year ended  December  31,
1996  includes  a pretax charge of $43 million for restructuring
and  other actions (Note 4); a net pretax charge of $875 million
for  asbestos litigation claims (Note 22); a pretax gain of  $37
million from the sale of the Company's ownership interest in its
former Japanese affiliate Asahi Fiber Glass Co. Ltd. (Note  15);
and charges totaling $42 million including valuation adjustments
associated   with   prior  divestitures,  major   product   line
productivity initiatives and a contribution to the Owens-Corning
Foundation.  The  impact of these special items  was  to  reduce
income  from  operations for Building Materials  in  the  United
States,  Europe, and Canada and other by $42 million, $5 million
and  $3 million, respectively; Composite Materials in the United
States  and  Europe by $5 million and $7 million,  respectively;
and to increase general corporate expense by $861 million.

Identifiable assets by industry and geographic segment are those
assets  that  are  used  in  the Company's  operations  in  each
industry  and  geographic segment and  do  not  include  general
corporate assets.  General corporate assets consist primarily of
cash and cash equivalents, deferred taxes, asbestos assets,  and
corporate property and equipment.




<PAGE>                              -38-
                              
                       OWENS CORNING AND SUBSIDIARIES
                              
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Continued)
                              
1.           Segment Data (Continued)

<TABLE>
<S>                                          <C>          <C>         <C>
NET SALES                                        1997        1996       1995
                                                   (In millions of dollars)
Industry Segments

 Building Materials
    United States                             $ 2,704      $ 2,253     $ 2,033
    Europe                                        301          284         264
    Canada and other                              212          145         107

      Total Building Materials                  3,217        2,682       2,404

 Composite Materials
    United States                                 607          613         610
    Europe                                        392          400         459
    Canada and other                              157          137         139

      Total Composite Materials                 1,156        1,150       1,208

Intersegment sales
    Building Materials                              -            -           -
    Composite Materials                           100          110          96
    Eliminations                                 (100)        (110)        (96)

      Net sales                               $ 4,373      $ 3,832     $ 3,612

Geographic Segments

  United States                               $ 3,311      $ 2,866     $ 2,643
  Europe                                          693          684         723
  Canada and other                                369          282         246
                                              $ 4,373      $ 3,832     $ 3,612
Intersegment sales
  United States                                   115           98          54
  Europe                                           31           37          21
  Canada and other                                 86           81          88
  Eliminations                                   (232)        (216)       (163)

      Net sales                               $ 4,373      $ 3,832     $ 3,612

</TABLE>






<PAGE>                            -39-
                              
                        OWENS CORNING AND SUBSIDIARIES
                              
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)

1.  Segment Data (Continued)

<TABLE>
<S>                                                 <C>      <C>      <C>
INCOME  (LOSS) FROM OPERATIONS                       1997     1996     1995
                                                    (In millions of dollars)
Industry Segments

 Building Materials
  United States                                     $ 184    $ 193    $ 195
  Europe                                               (3)      16       29
  Canada and other                                    (58)      10       13

   Total Building Materials                           123      219      237

 Composite Materials
  United States                                       174      165      135
  Europe                                               (7)      39       64
  Canada and other                                     (2)      18       26

   Total Composite Materials                          165      222      225

General corporate expense                            (106)    (932)     (42)

   Income (loss) from operations                      182     (491)     420

Cost of borrowed funds                               (111)     (77)     (87)

   Income (loss) before provision 
     for income taxes                              $   71   $ (568)   $ 333

Geographic Segments

 United States                                     $  358   $  358    $ 330
 Europe                                               (10)      55       93
 Canada and other                                     (60)      28       39
 General corporate expense                           (106)    (932)     (42)

    Income (loss) from operations                  $  182   $ (491)   $ 420
</TABLE>



<PAGE>                            -40-
                              
                     OWENS CORNING AND SUBSIDIARIES
                              
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)

1.   Segment Data (Continued)

<TABLE>
<S>                                      <C>        <C>        <C>
IDENTIFIABLE ASSETS AT DECEMBER 31,
                                            1997       1996       1995
                                             (In millions of dollars)
Industry Segments

 Building Materials
  United States                          $ 2,127    $   971    $   893
  Europe                                     253        239        170
  Canada and other                           325        243        194
    Total Building Materials               2,705      1,453      1,257

 Composite Materials
  United States                              415        385        361
  Europe                                     260        355        388
  Canada and other                           166        206        145

    Total Composite Materials                841        946        894

 General corporate                         1,398      1,450      1,024

                                           4,944      3,849      3,175
 Investments in affiliates accounted
  for under the equity method                 52         64         86

   Total assets                          $ 4,996    $ 3,913    $ 3,261

Geographic Segments

 United States                           $ 2,542    $ 1,356    $ 1,254
 Europe                                      513        594        558
 Canada and other                            491        449        339
 General corporate                         1,398      1,450      1,024
                                         $ 4,944    $ 3,849    $ 3,175
</TABLE>



<PAGE>                            -41-
                              
                       OWENS CORNING AND SUBSIDIARIES
                              
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)

1.  Segment Data (Continued)

<TABLE>
<S>         
PROVISION FOR DEPRECIATION                  <C>      <C>      <C>  
 AND AMORTIZATION                             1997     1996     1995
                                             (In millions of dollars)


Industry Segments

 Building Materials
   United States                            $  72     $  57    $  52
   Europe                                      18        16       13
   Canada and other                            16         7        9

     Total Building Materials                 106        80       74

 Composite Materials
   United States                               24        22       22
   Europe                                      18        18       18
   Canada and other                             9         9        8
   
     Total Composite Materials                 51        49       48

 General corporate                             16        12       10

  Total provision for depreciation
    and amortization                        $ 173     $ 141    $ 132

Geographic Segments

   United States                            $  96     $  79    $  74
   Europe                                      36        34       31
   Canada and other                            25        16       17
   General corporate                           16        12       10

  Total provision for depreciation
    and amortization                        $ 173     $ 141    $ 132
</TABLE>




<PAGE>                            -42-
                              
                      OWENS CORNING AND SUBSIDIARIES
                              
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)

1. Segment Data (Continued)

<TABLE>
<S>                                            <C>        <C>      <C>       
ADDITIONS TO PLANT AND EQUIPMENT
                                                 1997       1996      1995
                                                 (In millions of dollars)
Industry Segments

 Building Materials
  United States                                 $  82      $  95     $  60
  Europe                                           18         10        36
  Canada and other                                 29         36        33
 
    Total Building Materials                      129        141       129

 Composite Materials

  United States                                    21         63        37
  Europe                                           14         30        39
  Canada and other                                 17         34        18

    Total Composite Materials                      52        127        94

 General corporate                                 46         57        53
 
    Total additions                             $ 227      $ 325     $ 276

Geographic Segments

  United States                                 $ 103      $ 158     $  97
  Europe                                           32         40        75
  Canada and other                                 46         70        51
  General corporate                                46         57        53

    Total additions                             $ 227      $ 325     $ 276
</TABLE>



<PAGE>                               -43-
                              
                       OWENS CORNING AND SUBSIDIARIES
                              
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Continued)
                              
2.  Long-Term Debt

<TABLE>
<S>                                            <C>             <C>
                                                   1997           1996
                                                (In millions of dollars)
  U.S. credit facility due in
   2002, variable                               $   899         $    -
  U.S. credit facility due in
   1999, variable                                     -             35
  U.K. credit facility due
   through 2001, variable                             -             59
  European credit facilities due
   through 2001, variable                            34             41
  Guaranteed debentures due in 2001, 10%            150            150
  Debentures due in 2002, 8.875%                    150            150
  Debentures due in 2012, 9.375%                    150            150
  Guaranteed debentures due in 1998, 9.8%           100            100
  U.S. medium term notes due in 2000, 7.0%           60              -
  Bonds due in 2000, 7.25%, payable in
   Deutsche marks (Note 21)                          50             50
  Eurobonds due through 2001, 9.814% (Note 21)       46             54
  Other long-term debt due through 2012,
   at rates from 5.375% to 12.47%                    76             49
                                                  1,715            838
      Less: Current portion                        (120)           (20)

      Total long-term debt                      $ 1,595         $  818
</TABLE>

In  the  second quarter of 1997, the Company entered into  a
long-term   revolving  credit  agreement  with   a   maximum
commitment  equivalent to $2 billion, of which portions  can
be  denominated  in  Canadian  dollars,  Belgian  francs  or
British pounds.  The agreement allows the Company to  borrow
under multiple options, which provide for varying terms  and
interest  rates.  The commitment fee, charged on the  entire
commitment,  is a sliding scale based on credit ratings  and
was  .15%  at December 31, 1997.  As of December  31,  1997,
$217  million of this facility was used for standby  letters
of  credit and $884 million was unused.  The average rate of
interest on this facility was 6.25% at December 31, 1997.




<PAGE>                            -44-
                              
                      OWENS CORNING AND SUBSIDIARIES
                              
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)

2. Long-Term Debt (Continued)

The European credit facilities are payable in Belgian francs
and  U.S. dollars and have an aggregate commitment of  1.439
billion  Belgian  francs (39 million U.S.  dollars)  and  30
million  U.S.  dollars.   The  rate  of  interest  on  these
facilities  at  December  31, 1997  was  4.235%  and  6.26%,
respectively.  The commitment fee on the unused portions  of
the facilities range from 1/10 to 1/4 of 1%.

As  is  typical  for bank credit facilities, the  agreements
relating   to   the  facilities  described   above   contain
restrictive  covenants,  including  requirements   for   the
maintenance  of  interest coverage,  a  leverage  ratio  and
minimum  coverage of fixed charges; and limitations  on  the
early    retirement   of   subordinated   debt,   additional
borrowings,  payment of dividends, and purchase  of  Company
stock.   The  agreements  include a  provision  which  would
result  in all of the unpaid principal and accrued  interest
of  the facilities becoming due immediately upon a change of
control  in  ownership of the Company.  A  material  adverse
change  in  the  Company's  business,  assets,  liabilities,
financial  condition or results of operations constitutes  a
default under the agreements.

During  1995,  the  Company's  $173  million  issue  of   8%
convertible  junior subordinated debentures  was  converted.
The  conversion resulted in the issuance of 5.8 million  new
shares of common stock.

The  aggregate maturities and sinking fund requirements  for
all  long-term  debt  issues for  each  of  the  five  years
following December 31, 1997 are:

<TABLE>
       <S>                               <C>           <C>
                                         Credit      Other Long-
       Year                            Facilities     Term Debt
                                       (In millions of dollars)

       1998                               $   7         $ 113
       1999                                  17            13
       2000                                   5           132
       2001                                   5           170
       2002                                 899           191
</TABLE>




<PAGE>                              -45-
                              
                       OWENS CORNING AND SUBSIDIARIES
                              
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Continued)
                              

3.  Short-Term Debt

<TABLE>

  <S>                                     <C>        <C>
                                           1997        1996
                                        (In millions of dollars)

  Balance outstanding at December 31      $   23      $   96

  Weighted average interest rates on
    short-term debt outstanding at
    December 31                              5.9%        6.2%
</TABLE>

The  Company had unused short-term lines of credit  totaling
$224 million and $195 million at December 31, 1997 and 1996,
respectively.

4.  Restructuring of Operations and Other Actions

During  the  fourth quarter of 1997, the Company recorded  a
$143  million  pretax  charge for  restructuring  and  other
actions   to   close   manufacturing   facilities,   enhance
manufacturing  productivity and reduce  overhead.  The  $143
million pretax charge was comprised of a $68 million  charge
associated with the restructuring of the Company's  business
segments  and  a  $75 million charge associated  with  asset
impairments,  including investments in  certain  affiliates.
The components of the restructure charge include $25 million
for personnel reductions, $41 million for divestiture of non-
strategic businesses and facilities including the closure of
the  Candiac, Quebec manufacturing facility to be  completed
in  1998, and $2 million for other actions.  The $25 million
for   personnel   reductions  represents   severance   costs
associated  with  the  elimination of nearly  550  positions
worldwide.   The  primary employee groups  affected  include
manufacturing and corporate administrative personnel.

During  the  fourth quarter of 1996, the Company recorded  a
$43  million  pretax  charge  for  restructuring  and  other
actions  which  included the costs associated  with  a  work
force  realignment, a replacement of computer technology  as
well  as  asset  valuations and expenses related  to  exited
businesses.  The $43 million pretax charge was comprised  of
a  $38  million  restructure charge and a $5 million  charge
related  to  an  exited  business.  The  components  of  the
restructure  charge  included  $20  million  for   personnel
reductions,  $8  million  in  computer  technology  and  $10
million for asset valuations and exited businesses.

The   $20   million  for  personnel  reductions  represented
severance  costs associated with the elimination  of  nearly
400 positions worldwide. The primary employee group affected
was  manufacturing  personnel.  At December  31,  1997,  the
balance  remaining  in  the  reserve  is  approximately   $3
million.





<PAGE>                            -46-
                              
                      OWENS CORNING AND SUBSIDIARIES
                              
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (Continued)
                              
5.  Acquisitions and Divestitures of Businesses

During  1997, the Company made several acquisitions  in  the
Building  Materials segment in the United States and  Europe
as  well  as  two  acquisitions in the  Composite  Materials
segment  in  the  United  States  and  Canada,  which   were
consummated through the exchange of various combinations  of
common  stock,  cash, and trust preferred hybrid  securities
(Note 8).  The aggregate purchase price was $886 million for
1997.   On  June  27, 1997, the Company acquired  Fibreboard
Corporation,  a North American manufacturer of vinyl  siding
and  accessories, as well as manufactured stone.  Fibreboard
operates more than 130 company-owned distribution centers in
32  states.  The purchase price of this acquisition was $660
million,  including  debt assumed of $138  million  and  was
consummated  by  the  exchange  of  cash  for  all  of   the
outstanding  common shares of Fibreboard at a price  of  $55
per   share.    At  the  time  of  acquisition,   management
formulated  a  plan to divest Fibreboard's calcium  silicate
insulation  and metal jacket business (Pabco).  Pabco's  net
assets are included in assets held for sale on the Company's
consolidated balance sheet.

On   October  1,  1997,  the  Company  completed  the  asset
acquisition   of  AmeriMark  Building  Products,   Inc.,   a
specialty   building  products  company  which  serves   the
exterior residential housing industry.  The acquisition  was
completed  for  a  purchase price of $309 million  in  trust
preferred hybrid securities and $8 million in cash.

The  Company  completed four additional acquisitions  during
1997 in the U.S., Europe and Canada.  The aggregate purchase
price   of  these  acquisitions  was  $47  million.    These
acquisitions  exchanged  340,000  shares  of  the  Company's
common  stock and $34 million in cash.  The pro forma effect
of  these  acquisitions,  except  for  the  acquisitions  of
Fibreboard and AmeriMark, was not material to net income for
the year ended December 31, 1997 or 1996.

During   1996  and  1995,  the  Company  also  made  several
acquisitions in the Building Materials segment in the United
States,  Canada and Europe.  The 1996 acquisitions exchanged
472,250 shares of the Company's common stock and $69 million
in  cash.  The 1995 acquisitions exchanged 1,125,140  shares
of  the  Company's common stock and $82 million in cash,  of
which  $1 million was paid in the first quarter of 1996  and
228,218 shares were issued during 1997.

The incremental sales from the acquisitions, in the year  of
acquisition, were $534 million, $47 million and $41  million
for  the  years  ended  December 31, 1997,  1996  and  1995,
respectively.

The  initial  purchase  price  allocations  were  based   on
preliminary  estimates of fair market value and are  subject
to  revision.   The estimated fair value of assets  acquired
during  1997, including goodwill of $518 million, was $1.404
billion, and liabilities assumed, including $150 million  in
debt,  totaled $518 million. The 1996 acquisitions  included
goodwill  of  $32  million. The 1995  acquisitions  included
goodwill of $97 million.




<PAGE>                             -47-
                              
                      OWENS CORNING AND SUBSIDIARIES
                              
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (Continued)
                              
5.  Acquisitions and Divestitures of Businesses (Continued)

All  acquisitions  were  accounted for  under  the  purchase
method  of  accounting,  whereby  the  assets  acquired  and
liabilities assumed have been recorded at their fair  values
and the results of operations for the acquisitions have been
included  in the Company's consolidated financial statements
subsequent to the dates of acquisition.

The following unaudited table presents the pro forma results
of  operations  for the years ended December  31,  1997  and
1996,  assuming the acquisitions of Fibreboard and AmeriMark
occurred  at the beginning of each period presented.   These
results   include   certain   adjustments,   primarily   for
depreciation  and amortization, interest and other  expenses
directly  attributable  to  the  acquisition  and  are   not
necessarily indicative of what the results would  have  been
had  the transactions actually occurred at the beginning  of
the  periods presented. The pro forma results do not include
operations that were discontinued by Fibreboard prior to the
acquisition, or Pabco.

                                                      Year  Ended
                                                      December 31,
                                                    1997       1996
                                               (In millions of dollars,
                                                  except share data)
<TABLE>
<S>                                             <C>           <C>

Net sales                                       $ 5,041       $ 4,932
Income (loss) from continuing operations             46          (301)
Diluted earnings per share from
  continuing operations                         $   .86       $ (5.86)

</TABLE>


6.  Business Process Reengineering Costs

In  the fourth quarter of 1997, the Company recorded  a  $15
million  charge,  or $.29 per share, net of  related  income
taxes  of  $10  million,  to  comply  with  a  new  required
accounting interpretation announced November 20, 1997.   The
Emerging  Issues  Task Force (EITF), a subcommittee  of  the
Financial  Accounting Standards Board (FASB), requires  that
the  cost of business process reengineering activities  that
are  part  of  a systems development project be expensed  as
those  costs are incurred.  Any unamortized costs that  were
previously  capitalized must be written off as a  cumulative
adjustment in the quarter containing November 20, 1997.

7.  Convertible Monthly Income Preferred Securities (MIPS)

In  1995,  Owens-Corning Capital, L.L.C. ("OC  Capital"),  a
Delaware  limited  liability  company,  all  of  the  common
limited  liability  company interests  in  which  are  owned
indirectly by the Company, completed a private offering of 4
million  shares  of  Convertible  Monthly  Income  Preferred
Securities ("Preferred Securities").  The aggregate purchase
price  for  the  offering was $200 million.  In  conjunction
with  the  offering,  the  Company incurred  $6  million  in
issuance costs.





<PAGE>                            -48-
                              
                     OWENS CORNING AND SUBSIDIARIES
                               
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (Continued)
                              
7.  Convertible Monthly Income Preferred Securities (MIPS) (Continued)

The  Preferred Securities are guaranteed in certain respects
by  the  Company and are convertible, at the option  of  the
holders,  into  Company common stock at the rate  of  1.1416
shares  of Company common stock for each Preferred  Security
(equivalent  to  a  conversion price of  $43.80  per  common
share).   OC Capital cannot initiate any action relating  to
conversion until after June 1, 1998.  Distributions  on  the
Preferred Securities are cumulative and are payable  at  the
annual  rate of 6-1/2% of the liquidation preference of  $50
per  Preferred Security. Distributions of $13  million,  $13
million,  and $8 million have been recorded net  of  tax  as
minority interest on the Company's consolidated statement of
income for the years ended December 31, 1997, 1996 and 1995,
respectively.

The  Company  issued  $200  million  of  6-1/2%  Convertible
Subordinated  Debentures  due  2025  to  OC  Capital,  which
represents the sole asset of OC Capital, in exchange for the
proceeds of the offering.

8. Trust Preferred Hybrid Securities

In  1997,  the Company delivered 6,180,000 7% Income  PRIDES
securities ("Hybrid Securities") in payment of $309  million
of  the purchase price for the Company's acquisition of  the
assets of AmeriMark Building Products, Inc. (Note 5).   Each
Hybrid  Security represents (i) beneficial ownership by  the
holder  of one 7% Trust Preferred Security ("Trust Preferred
Security")   of  Owens  Corning  Capital  III,  a   Delaware
statutory  business  trust all of the common  securities  of
which  are  owned  by  the Company (the "Trust"),  having  a
liquidation   amount  of  $50,  providing   for   cumulative
distributions  at the rate of 7% per annum through  November
15,  2000 and at a reset rate thereafter, and guaranteed  in
certain respects by the Company, and (ii) the obligation  of
the  holder  under  a  contract with  the  Company  for  the
purchase  on  November 16, 2000, at a price  of  $50,  of  a
number of shares of the Company's common stock as determined
by a formula based on the market price of common stock.  The
aggregate  number  of  shares issuable  under  such  formula
ranges from 6.2 million to 8.5 million.

In  connection  with delivery of the Hybrid Securities,  the
Company   entered  into  a  Registration  Rights   Agreement
providing  for,  among  other things,  (i)  the  Company  to
register  the Hybrid Securities so as to permit them  to  be
resold  to  the  public, (ii) in the event that  the  Hybrid
Securities  are not registered and sold by October  1,  1999
(subject  to  acceleration in certain events),  the  Company
either to arrange for the sale of such securities to a third
party  or  to cause the Trust to redeem the Trust  Preferred
Securities,  (iii)  in the event the Hybrid  Securities  are
sold  to  a third party for a net amount less than $50  plus
accrued and unpaid distributions, the Company's payment of a
deficiency  amount, and (iv) so long as the original  holder
holds  the  Hybrid Securities, the Company's payment  of  an
additional amount, per security held, of up to 2% per annum.

Distributions  of $5 million in the fourth quarter  of  1997
pursuant  to  the  Trust  Preferred  Securities  have   been
recorded net of tax as minority interest.

The  Company  issued  $319  million  of  7%  Debentures  due
November  15, 2002 to the Trust, which represents  the  sole
asset  of  the  Trust, in exchange for the  Trust  Preferred
Securities and the common securities of the Trust.




<PAGE>                              -49-
                              
                       OWENS CORNING AND SUBSIDIARIES
                              
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Continued)
                              
9.  Postemployment and Postretirement Benefits Other Than Pensions

The  Company and its subsidiaries maintain health  care  and
life  insurance benefit plans for certain retired  employees
and their dependents.  The health care plans in the U.S. are
unfunded  and  pay either 1) stated percentages  of  covered
medically necessary expenses, after subtracting payments  by
Medicare  or  other  providers and after stated  deductibles
have  been  met,  or,  2) fixed amounts of  medical  expense
reimbursement.

Employees become eligible to participate in the health  care
plans  upon retirement under the Company's pension plans  if
they  have  accumulated 10 years of service  after  age  45.
Some  of  the  plans  are contributory,  with  some  retiree
contributions  adjusted annually. The Company  has  reserved
the right to change or eliminate these benefit plans subject
to the terms of collective bargaining agreements.

The  following  table reconciles the status of  the  accrued
postretirement benefits cost liability at October  31,  1997
and  1996, as reflected on the balance sheet at December 31,
1997 and 1996:

<TABLE>
<S>                                                  <C>             <C>       
                                                        1997           1996
                                                     (In millions of dollars)
Accumulated Postretirement Benefits Obligation: 
  Retirees                                            $ (225)         $ (191)

  Fully eligible active plan participants                (44)            (28)
  Other active plan participants                         (59)            (58)

Funded status                                           (328)           (277)
Unrecognized net (gain) loss                              30             (10)
Unrecognized net reduction in prior service cost         (32)            (52)
Benefit payments subsequent to the valuation date          4               4

 Accrued postretirement benefits cost liability
 (includes current liabilities of $24 million and
 $22 million in 1997 and 1996, respectively)          $ (326)         $ (335)

</TABLE>

The net postretirement benefits cost for 1997, 1996 and 1995 included the 
  following components:

<TABLE>
 <S>                                            <C>        <C>       <C>
                                                  1997      1996      1995
                                                  (In millions of dollars)

 Service cost                                    $   7     $   8     $   7
 Interest cost on accumulated post-
  retirement benefits obligation                    20        19        19
 Net amortization and deferral                     (20)      (20)      (24)
 Net postretirement benefits cost                $   7     $   7     $   2

</TABLE>




<PAGE>                              -50-
                              
                       OWENS CORNING AND SUBSIDIARIES
                              
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Continued)

9.  Postemployment and Postretirement Benefits Other Than Pensions (Continued)

For  measurement purposes, an 8% annual rate of increase  in
the  per  capita  cost  of covered health  care  claims  was
assumed  for 1998.  The rate was assumed to decrease  to  7%
for  1999, then decrease to 6% by 2000. The health care cost
trend  rate  assumption  has  a significant  effect  on  the
amounts  reported.   To illustrate, increasing  the  assumed
health care cost trend rate by one percentage point in  each
year  would increase the accumulated postretirement benefits
obligation  as of October 31, 1997, by $45 million  and  the
aggregate of the service and interest cost components of net
postretirement benefits cost for the year then ended  by  $5
million.   The   discount  rate  used  in  determining   the
accumulated postretirement benefits obligation was 7.25%  in
1997, 7.75% in 1996 and 7.5% in 1995.

The  Company  also  recognizes  the  obligation  to  provide
benefits  to  former or inactive employees after  employment
but  before  retirement  under  certain  conditions.   These
benefits   include,   but  are  not   limited   to,   salary
continuation, supplemental unemployment benefits,  severance
benefits,  disability-related benefits  (including  workers'
compensation), job training and counseling, and continuation
of benefits such as health care and life insurance coverage.
The  accrued  postemployment  benefits  cost  liability   at
October 31, 1997 and 1996, as reflected on the balance sheet
at  December  31,  1997 and 1996 was  $37  million  and  $40
million, respectively, including current liabilities  of  $4
million  in  each  year.   The net  postemployment  benefits
expense was less than $1 million for 1997 and $2 million for
1996 and 1995.
                              
10.  Pension Plans

The  Company  has  several  defined  benefit  pension  plans
covering  most employees. Under the plans, pension  benefits
are generally based on an employee's pay and number of years
of service. Company contributions to these pension plans are
based on the calculations of independent actuaries using the
projected unit credit method.  Plan assets consist primarily
of  equity  securities  with the  balance  in  fixed  income
investments.    The   unrecognized   cost   of   retroactive
amendments and actuarial gains and losses are amortized over
the  average  future  service period  of  plan  participants
expected to receive benefits.

Pension  expense  for the Company's defined benefit  pension
plans includes the following:

<TABLE>
 <S>                                              <C>       <C>       <C>
                                                   1997      1996      1995
                                                   (In millions of dollars)

 Service cost                                      $ 23      $ 14      $ 20
 Interest cost on projected benefit obligation       64        62        64
 Actual return on plan assets                      (160)     (106)     (114)
 Net amortization and deferral                       75        25        30
 Curtailment gain                                    (4)        -         -

 Net pension expense                               $ (2)     $ (5)     $  -

</TABLE>




<PAGE>                            -51-
                              
                     OWENS CORNING AND SUBSIDIARIES
                              
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)
                              
10.  Pension Plans (Continued)

The  funded  status  at October 31,  1997  and  1996  is  as
follows:

<TABLE>
<S>                                             <C>      <C>     <C>    <C>
                                                       1997         1996
                                                   (In millions of dollars)
                                                  Over   Under    Over   Under
                                                 Funded  Funded  Funded Funded
Vested benefit obligation                          $273   $649   $ 679   $ 19
  Accumulated benefit obligation                   $275   $706   $ 757   $ 21
  Plan assets at fair value                        $378   $681   $ 839   $ 10
  Projected benefit obligation                      286    711     805     29
  Plan assets in excess of (less than)
   projected benefit obligation                      92    (30)     34    (19)
  Unrecognized (gain) loss                          (21)    37      53      9
  Unrecognized prior service cost                     1    (49)    (55)     1
  Unrecognized transition amount                    (16)   (22)    (41)     -
  Adjustment to minimum liability                     -     (4)      -     (5)
  Net pension liability (includes current
   liabilities of less than $1 million in 1997
   and $3 million in 1996 and noncurrent
   assets of $53 million in 1997 and
   $43 million in 1996)                            $ 56   $(68)   $ (9)  $(14)

</TABLE>
                              
The 1997, 1996 and 1995 primary actuarial assumptions used 
  for pension plans were:

<TABLE>
 <S>                                               <C>        <C>        <C> 
                                                   1997       1996       1995

 Discount rate                                     7.25%      7.75%      7.50%
 Expected long-term rate of return
  on plan assets                                   9.00%      9.00%      9.00%
 Rate of compensation increase                     5.00%      5.10%      5.10%

</TABLE>

The   Company  also  sponsors  defined  contribution   plans
available  to  substantially all  U.S.  employees.   Company
contributions  for  the  plans  are  based  on  matching   a
percentage  of  employee savings up  to  a  maximum  savings
level.   The  Company's contributions were  $13  million  in
1997, $10 million in 1996, and $12 million in 1995.




<PAGE>                            -52-
                              
                    OWENS CORNING AND SUBSIDIARIES
                              
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (Continued)
                              
11.  Income Taxes

<TABLE>
<S>                                               <C>       <C>       <C> 
                                                     1997      1996     1995
                                                    (In millions of dollars)
Income (loss) before provision
 (credit) for income taxes:

  U.S.                                             $  151    $ (609)   $  234
  Foreign                                             (80)       41        99

    Total                                          $   71    $ (568)   $  333
Provision (credit) for income taxes:

 Current
  U.S.                                             $ (123)   $  (31)   $  (42)
  State and local                                       1        (6)       (4)
  Foreign                                              21        12        13

    Total current                                    (101)      (25)      (33)

 Deferred
  U.S.                                                151      (211)      113
  State and local                                      (3)      (48)       15
  Foreign                                             (38)        1        14

    Total deferred                                    110      (258)      142

    Total provision (credit) for income taxes:      $   9     $(283)   $  109

</TABLE>

The  reconciliation between the U.S. federal statutory  rate
and the Company's effective income tax rate is:

<TABLE>
<S>                                                <C>        <C>       <C>     
                                                    1997       1996      1995

U.S. federal statutory rate                          35%       (35)%       35%
State and local income taxes                          5         (6)         2
Adjustment of tax reserves due to
   favorable legislation                              -         (5)         -
Operating losses of foreign subsidiaries             24          -          -
Foreign tax credits                                  (6)         -          -
Change in effective state income tax rate            (9)         -          -
Conclusion of prior year tax audits                  (4)         -          -
Utilization of tax loss carrybacks                  (20)         -         (2)
Adjustment of valuation allowances                  (10)        (1)         -
Other                                                (3)        (3)        (2)

Effective  tax rate                                  12%       (50)%       33%

</TABLE>




<PAGE>                            -53-
                              
                    OWENS CORNING AND SUBSIDIARIES
                              
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (Continued)
                              
11.  Income Taxes (Continued)

As  of  December 31, 1997, the Company has not provided  for
withholding  or  U.S. federal income taxes on  approximately
$244  million of accumulated undistributed earnings  of  its
foreign subsidiaries as they are considered by management to
be  permanently reinvested.  If these undistributed earnings
were   not   considered   to   be  permanently   reinvested,
approximately  $28  million of deferred income  taxes  would
have been provided.

At  December  31, 1997, the Company had net  operating  loss
carryforwards  for certain of its foreign  subsidiaries  and
certain  of its state tax jurisdictions, the tax benefit  of
which  is  approximately $101 million. Tax benefits  of  $62
million  expire over the period from 1998 through 2012,  and
the remaining $39 million have an indefinite carryforward.

The  cumulative  temporary differences giving  rise  to  the
deferred tax assets and liabilities at December 31, 1997 and
1996 are as follows:
<TABLE>
<S>                             <C>            <C>            <C>       <C>
                                           1997                     1996
                                               Deferred               Deferred
                                  Deferred       Tax        Deferred     Tax
                                 Tax Assets   Liabilities  Tax Assets Liabilities
                                               (In millions of dollars)
 Asbestos litigation claims      $   455        $   -         $  525     $   -
 Other employee benefits             152            -            157         -
 Pension plans                        24           14             22        11
 Depreciation                          -          233              -       200
 Operating loss carryforwards        101            -             63         -
 State and local taxes                 -           43              -        38
 Other                               190          110            140        56
  Subtotal                           922          400            907       305
 Valuation allowances                (34)           -            (22)        -
 Total deferred taxes             $  888       $  400         $  885    $  305

</TABLE>

Management  fully  expects to realize its net  deferred  tax
assets through income from future operations.

12.  Science and Technology Expenses

Science   and  technology  expenses  include  research   and
development  costs of $69 million in 1997,  $78  million  in
1996, and $69 million in 1995.  In addition to research  and
development  costs, science and technology expenses  include
continuing  commercial activities such  as  engineering  and
product  modifications for special applications and  testing
in 1996 and 1995.




<PAGE>                            -54-
                              
                    OWENS CORNING AND SUBSIDIARIES
                              
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)

13.  Accounts Receivable Securitization

In  1997,  1996 and 1995, the Company sold certain  accounts
receivable of its Building Materials operations  to  a  100%
owned  subsidiary,  Owens-Corning Funding  Corporation  ("OC
Funding"). In December 1994, OC Funding entered into a three-
year  agreement whereby it could sell, on a revolving basis,
an  undivided percentage ownership interest in a  designated
pool of accounts receivable up to a maximum of $100 million.
In  November 1997, the agreement was amended to  extend  its
term by 2 years and to increase the maximum to $125 million.
At  December 31, 1997 and 1996, $100 million have been  sold
under  this agreement and the sale has been reflected  as  a
reduction   of   accounts  receivable   in   the   Company's
consolidated  balance sheet. The discount of $6  million  on
the receivables sold has been recorded as other expenses  on
the Company's consolidated statement of income for the years
ended  December  31,  1997,  1996,  and  1995.  The  Company
maintains an allowance for doubtful accounts based upon  the
expected  collectibility of all consolidated trade  accounts
receivable, including receivables sold by OC Funding.

14.  Inventories

Inventories are summarized as follows:

<TABLE>
 <S>                                          <C>       <C> 
                                                1997      1996
                                           (In millions of dollars)
  Finished goods                               $ 363     $ 273
  Materials and supplies                         214       149
  FIFO inventory                                 577       422

  Less:  Reduction to LIFO basis                 (74)      (82)
                                               $ 503     $ 340
</TABLE>

Approximately  $365  million  and  $216  million   of   FIFO
inventories  were valued using the LIFO method  at  December
31, 1997 and 1996, respectively.

During 1995, certain inventories were reduced, resulting  in
the  liquidation of LIFO inventory layers carried  at  lower
costs  in prior years as compared with the current  cost  of
inventory.  The effect of these inventory reductions was  to
reduce cost of sales by $7 million.

<PAGE>                            -55-
                              
                    OWENS CORNING AND SUBSIDIARIES
                              
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (Continued)
                              
15.  Investments in Affiliates

At  December  31,  1997 and 1996, the Company's  affiliates,
which  generally are engaged in the manufacture  of  fibrous
glass and related products for the insulation, construction,
reinforcements, and textile markets, include:

<TABLE>
  <S>                                               <C>     <C> 
                                                   Percent Ownership
                                                     1997    1996

    Alpha/Owens-Corning, L.L.C. (USA)                 50%     50%
    Amiantit Fiberglass Industries, Ltd. 
      (Saudi Arabia)                                  30%     30%
    Arabian Fiberglass Insulation Company, 
      Ltd. (Saudi Arabia)                             49%     49%
  * Knytex Company, L.L.C. (USA)                     100%     50%
    LG Owens-Corning Corporation (Korea)              30%     30%
    OC Andercol Tuberias S.A. (Colombia)              50%     50%
    Owens-Corning (India) Limited                     49%     49%
    Owens-Corning Yapi Merkezi Boru 
      Sanayi VeTicaret A.S.(Turkey)                   50%     50%
  * Owens-Corning Canos, S.A. (Argentina)            100%     50%
    Owens-Corning Eternit Rohre GmbH (Germany)        50%     50%
    Owens-Corning Pipe Botswana (Proprietary)   
      Limited (Botswana)                              49%     49%
  * Owens-Corning Tubs S.A. (Spain)                  100%     50%
    Siam Fiberglass Co., Ltd. (Thailand)              17%     17%
    Vitro-Fibras, S.A. (Mexico)                       40%     40%

</TABLE>

Early  in  1996, the Company sold its ownership interest  in
its  Japanese  affiliate Asahi Fiber  Glass  Co.  Ltd.,  and
recorded a pretax gain of $37 million.

*  The Company's consolidated financial statements include the
January  1997 acquisition of the remaining 50%  interest  in
Knytex.  The Company considers its 100% ownership of  Owens-
Corning  Canos,  S.A.  and Owens-Corning  Tubs  S.A.  to  be
temporary  and therefore continues to account  for  them  as
unconsolidated affiliates under the equity method.

The    following   table   provides   summarized   financial
information  on  a  combined 100% basis  for  the  Company's
affiliates accounted for under the equity method:

<TABLE>
<S>                                    <C>      <C>     <C> 
                                         1997    1996     1995
                                       (In millions of dollars)

At December 31:
 Current assets                         $ 227   $ 200   $ 338
 Noncurrent assets                        289     259     503
 Current liabilities                      145     149     340
 Noncurrent liabilities                   287     168     236
For the year:
 Net sales                                535     516     962
 Gross margin                             133     126     178
 Net income                                21      36      47

</TABLE>

The  Company's  equity in undistributed net income of  affiliates
was $3 million at December 31, 1997.




<PAGE>                            -56-
                              
                     OWENS CORNING AND SUBSIDIARIES
                              
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)

16.  Accounts Payable and Accrued Liabilities

<TABLE>
<S>                                              <C>           <C> 
                                                   1997          1996
                                               (In millions of dollars)

  Accounts payable                                $ 436         $ 379
  Payroll and vacation pay                           61            84
  Payroll, property, and miscellaneous taxes         27            35
  Other employee benefits liability (Note 9)         28            26
  Restructure costs (Note 4)                         44            34
  Other                                             218           147
                                                  $ 814         $ 705
</TABLE>

17.  Consolidated Statement of Cash Flows

Cash payments for income taxes, net of refunds, and cost  of
borrowed funds are summarized as follows:

<TABLE>
     <S>                                     <C>       <C>       <C>
                                              1997      1996      1995
                                              (In millions of dollars)

     Income taxes                            $ (6)     $ (25)    $ (34)
     Cost of borrowed funds                   123         86        94

</TABLE>

The  Company  considers all highly liquid  debt  instruments
purchased with a maturity of three months or less to be cash
equivalents.

During  the  six  months  ended  December  31,  1997,  gross
payments  for  asbestos  litigation  claims  filed   against
Fibreboard were approximately $126 million, all of which was
paid  directly by Fibreboard's insurers or from  the  escrow
account to claimants on Fibreboard's behalf.  During the six
months  ended  December 31, 1997, Fibreboard  also  recorded
settlements    with   plaintiffs   for   amounts    totaling
approximately $132 million. Fibreboard settlement agreements
are reflected on the Company's consolidated balance sheet as
an  increase  in both the Fibreboard asbestos  costs  to  be
reimbursed and Fibreboard asbestos-related liabilities  when
the agreements are reached.

See  Notes  5 and 8 for supplemental disclosure of  non-cash
investing and financing activities.




<PAGE>                            -57-
                              
                     OWENS CORNING AND SUBSIDIARIES
                              
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (Continued)

18.  Leases

The  Company  leases  certain  manufacturing  equipment  and
office and warehouse facilities under operating leases, some
of  which  include  cost  escalation  clauses,  expiring  on
various dates through 2015.  Total rental expense charged to
operations  was $124 million in 1997, $87 million  in  1996,
and  $63 million in 1995.  At December 31, 1997, the minimum
future   rental  commitments  under  noncancellable   leases
payable over the remaining lives of the leases are:

<TABLE>
               <S>                     <C>              
                                   Minimum Future
               Period            Rental Commitments
                              (In millions of dollars)

                1998                   $  90
                1999                      58
                2000                      31
                2001                      22
                2002                      16
                2003 through 2015        113
                                       $ 330

19.  Stock Compensation Plans

The  Company has four stock-based compensation  plans.   The
Company's  Stock Performance Incentive Plan ("SPIP")  grants
stock  options,  restricted  stock,  performance  restricted
stock and phantom performance units. The Owens Corning  1995
Stock  Plan  ("95  Stock Plan") grants  options,  restricted
stock  and  performance stock awards.  The SPIP and  the  95
Stock  Plan (collectively, the "Plans"), permit  up  to  two
percent  and  one  percent, respectively, of  common  shares
outstanding  at the beginning of each calendar  year  to  be
awarded as stock options and restricted stock (with  25%  of
this  amount  as the maximum permitted number of  restricted
stock  awards). The Company may carry forward, independently
for  each  plan,  unused shares from  prior  years  and  may
increase  the  shares available for awards in  any  calendar
year  through  an  advance of up to 25%  of  the  subsequent
year's  allocation (determined by using 25% of  the  current
year's  allocation).  These shares are also subject  to  the
25%  limit  for  restricted stock awards.  During  1997  the
maximum number of shares available under the Plans for stock
awards  was 2,236,576 shares. The following are descriptions
of the awards granted under the Plans:

 Stock Options
 
 Under  the Plans, the exercise prices of each option  equal
 the  market price of the Company's common stock on the date
 of  grant and an option's maximum term is 10 years.  Shares
 issued  from  the exercise of options are recorded  in  the
 common  stock accounts at the option price. The awards  and
 vesting  periods  of  such awards  are  determined  at  the
 discretion  of the compensation committee of the  board  of
 directors.   During  1997,  1996  and  1995,  respectively,
 1,103,027,  1,102,510  and  1,006,950  stock  options  were
 awarded under the Plans.




<PAGE>                            -58-
                              
                     OWENS CORNING AND SUBSIDIARIES
                              
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)

19.  Stock Compensation Plans (Continued)

 Restricted Stock Awards
 
 Under the Plans, compensation expense is measured based  on
 the  market  price of the stock at date  of  grant  and  is
 recognized  on  a  straight-line  basis  over  the  vesting
 period.   Stock  restrictions lapse, subject  to  alternate
 vesting   plans  for  death,  disability,  approved   early
 retirement   and  involuntary  termination,  over   various
 periods  ending in 2005.  At December 31, 1997, the Company
 had   302,182   shares  of  restricted  stock  outstanding.
 During  1997,  1996  and 1995, 77,250, 78,510  and  148,924
 shares of restricted stock were granted, respectively.  The
 weighted-average grant-date fair value for  shares  granted
 was  $44.66,  $42.67 and $40.78 for 1997,  1996  and  1995,
 respectively.
 
 Performance Restricted Stock Awards
 
 Under  the  Plans, certain officers are awarded performance
 shares.   Performance shares represent the  opportunity  to
 earn  up  to a specified number of shares of the  Company's
 common   stock,   if   the   Company   achieves   specified
 performance   goals   during  the  designated   performance
 period.   Officers other than the Chief Executive  Officer,
 earn  any  portion  of their award not  earned  during  the
 performance  period  seven  years  after  the  end  of  the
 performance  period,  if their employment  continues  until
 that  time.  Compensation  expense  is  measured  based  on
 market  price of the Company's common stock on the date  of
 grant   and  is  amortized  over  the  performance  period,
 approximately  three  years.  At  December  31,  1997,  the
 Company  had 96,400 units outstanding.  During  1997,  1996
 and   1995,   respectively,  37,100,  38,200   and   27,300
 performance  shares  were  granted.   The  weighted-average
 grant-date  fair  value  for  shares  granted  was  $44.61,
 $43.79 and $45.00 for 1997, 1996 and 1995, respectively.
 
 Phantom Performance Units
 
 Under  the  Plans,  certain officers  are  awarded  phantom
 performance  units.   Each  unit provides  the  holder  the
 opportunity  to earn a cash award equal to the fair  market
 value of the Company's common stock upon the attainment  of
 certain performance goals.  Officers, other than the  Chief
 Executive  Officer,  earn any portion of  their  award  not
 earned during the performance period seven years after  the
 end   of   the  performance  period,  if  their  employment
 continues   until  that  time.  Compensation   expense   is
 measured  based  on  market price of the  Company's  common
 stock   and  is  amortized  over  the  performance  period,
 approximately  three  years.  At  December  31,  1997,  the
 Company  had 184,250 phantom performance units outstanding.
 During  1997,  1996  and 1995, 77,850,  79,600  and  56,000
 units, respectively, were awarded.
 
 Performance Stock Awards
 
 Under    the   Plans,   certain   employees   are   awarded
 unrestricted stock based upon achievement of certain  goals
 within a designated performance period.  Compensation  cost
 for  these  awards  is accrued over the performance  period
 based  upon  a base compensation level and the  performance
 level  achieved.   Stock  awards are  issued  in  the  year
 subsequent  to  the  performance  period.   The  number  of
 shares  issued is based upon the market price of the  stock
 on  date  of issuance and the level of compensation earned.
 In 1997, 122,362 shares were issued to employees.




<PAGE>                            -59-
                              
                     OWENS CORNING AND SUBSIDIARIES
                              
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)

19.  Stock Compensation Plans (Continued)

The Company also has a plan to award stock and stock options
to  nonemployee directors.  The receipt of the stock  awards
may   be  deferred  at  the  discretion  of  the  directors.
Approximately 351,000 shares were available under this  plan
at  December  31,  1997.  As of December  31,  1997,  15,500
deferred  awards were outstanding.  In 1997, 10,000  options
and  5,500  stock awards were granted, 1,500 of  which  were
issued.  In 1996, 30,000 options and 4,000 stock awards were
granted,  of  which  1,000  were issued.   In  1995,  10,000
options  and 4,000 stock awards were granted of which  2,000
were issued.  The weighted-average grant-date fair value for
shares granted was $39.13, $39.63 and $35.25 for 1997,  1996
and 1995, respectively.

Under  a  prior  plan, the Company had 5,417 deferred  stock
awards  outstanding at December 31, 1996.   No  awards  were
outstanding under this plan at December 31, 1997.  Under the
terms of this plan, no further awards may be made.

The  Company  applies Financial Accounting  Standards  Board
Statement  No.  123 (SFAS 123) in accounting for  its  stock
based  compensation plans.  In accordance with SFAS 123  the
Company applies Accounting Principles Board Opinion  No.  25
and  related  Interpretations for expense recognition.   All
stock  options  issued by the Company are exercisable  at  a
price  equal  to  the  market price at the  date  of  grant.
Accordingly,  no compensation cost has been  recognized  for
any   of   the   options  granted  under  the  Plans.    The
compensation  cost that has been recorded for  awards  other
than options was $12 million, $17 million and $3 million  in
1997, 1996 and 1995, respectively.

A  summary  of the status of the Company's plans that  issue
options  as of December 31, 1997, 1996, and 1995 and changes
during the years ending on those dates is presented below:



</TABLE>
<TABLE>
<S>                 <C>         <C>       <C>         <C>       <C>         <C>       
                            1997                  1996                  1995
                               Weighted              Weighted               Weighted
                      Number   Average     Number    Average     Number     Average
                        of     Exercise      of      Exercise      of       Exercise
                      Shares    Price      Shares     Price      Shares      Price

Beginning of year   4,894,439   $ 35.59   3,943,110   $ 33.34   3,290,454   $ 31.55

Options granted     1,113,027   $ 44.80   1,132,510   $ 42.92   1,016,950   $ 37.46

Options exercised    (724,661)  $ 30.29    (142,232)  $ 30.60    (300,663)  $ 27.18

Options canceled     (156,647)  $ 41.63     (38,949)  $ 41.01     (63,631)  $ 35.67

End of year         5,126,158   $ 38.15   4,894,439   $ 35.59   3,943,110   $ 33.34

Exercisable         3,047,126   $ 34.78   2,872,156   $ 32.66   2,107,427   $ 30.97

Weighted-average
fair-value of 
options granted 
during the year                  $14.29               $ 12.50               $ 11.24

</TABLE>

 

<PAGE>                            -60-
                              
                     OWENS CORNING AND SUBSIDIARIES
                              
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)

19.  Stock Compensation Plans (Continued)

The   following   table  summarizes  information  about   options
outstanding at December 31, 1997:

<TABLE>
<S>                <C>          <C>        <C>      <C>         <C>   
                             Options Outstanding        Options Exercisable
                     ===============================    ===================

                     Number      Remaining            Number    Weighted-Average          Number     Weighted
    Range of       Outstanding  Contractual         Exercisable     Exercise
 Exercise Prices   at 12/31/97     Life     Price   at 12/31/97       Price
 ===============   ===========  ========== =======  =========== ================ 

$17.860 - 26.790     398,907       3.1     $23.30     398,907        $23.30
$28.500 - 30.625     399,115       4.2     $30.60     399,115        $30.60
$32.125 - 36.125     729,230       6.0     $32.31     717,730        $32.26
$36.875 - 39.125     868,674       7.2     $37.50     549,665        $37.50
$39.625 - 47.000   2,730,232       7.7     $43.19     981,709        $41.47

</TABLE>

The fair value of each option grant is estimated on the date of
grant  using  the  Black-Scholes  option-pricing model with the 
following weighted average assumptions by year:

<TABLE>
     <S>                           <C>           <C>         <C>
         Assumptions                 1997          1996        1995

     Risk-free interest rate         6.31%         6.04%       5.96%
     Expected life (in years)        5             5           5
     Expected volatility            24.64%        24.39%      26.25%
     Expected dividends               .82%         1.43%       1.43%

</TABLE>

Had compensation cost for the Plans been determined based on
the  fair  value at the grant dates for awards  under  those
plans  consistent  with the method described  in  SFAS  123,
Accounting  for Stock-Based Compensation, the Company's  net
income and earnings per share would have been reduced to the
pro forma amounts indicated below:

<TABLE>
<S>                                            <C>        <C>          <C> 
                                                 1997       1996        1995
                                                  (In  millions of  dollars,
                                                      except share data)

 Net income                   As reported       $  47      $ (284)      $ 231
                              Pro forma         $  40      $ (288)      $ 230

 Basic earnings per share     As reported       $ .89      $(5.54)      $ 4.73
                              Pro forma         $ .76      $(5.61)      $ 4.71

 Diluted earnings per share   As reported       $ .88      $(5.54)      $ 4.41
                              Pro forma         $ .75      $(5.61)      $ 4.39
</TABLE>

The  Company  cautions  that the pro  forma  impact  in  the
initial  years of adoption of this disclosure distorts  what
may  be  the  pro forma impact on future years  due  to  the
recognition of pro forma compensation cost over the  vesting
period.




<PAGE>                            -61-
                              
                    OWENS CORNING AND SUBSIDIARIES
                              
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)

19.  Stock Compensation Plans (Continued)

The  following  table reconciles the net income  (loss)  and
weighted average number of shares used in the basic earnings
per  share calculation to the net income (loss) and weighted
average  number  of shares used to compute diluted  earnings
per share.

<TABLE>
<S>                                           <C>       <C>         <C>     
                                                 1997      1996       1995
                                                 (In  millions of  dollars,
                                                     except share data)

Net income (loss) used for basic 
  earnings per share                           $   47    $  (284)    $ 231
Net income (loss) effect of assumed 
  conversion of debt and preferred 
  securities                                        -          -         7
Net income (loss) used for diluted 
  earnings per share                           $   47    $  (284)    $ 238

Weighted average number of shares 
  outstanding used for basic earnings
  per share (thousands)                        52,860     51,349    48,744

  Deferred awards and stock options               686          -       802

  Shares from assumed conversion of debt and
    preferred securities                            -          -     4,372

Weighted average number of shares outstanding 
  and common equivalent shares used for 
  diluted earnings per share (thousands)        53,546    51,349    53,918
</TABLE>

20.  Share Purchase Rights

Each   outstanding  share  of  the  Company's  common  stock
includes  a  preferred  share purchase  right.   Each  right
entitles  the  holder  to  buy from  the  Company  one  one-
hundredth  of  a  share of Series A Participating  Preferred
Stock  of  the  Company at a price of $190.   The  Board  of
Directors  has  designated 750,000 shares of  the  Company's
authorized   preferred  stock  as  Series  A   Participating
Preferred  Stock. There were no preferred shares outstanding
at December 31, 1997.

Rights  become exercisable and  detach from the common  stock
ten  business  days  after a person  or  group  acquires,  or
announces  a tender offer for, 15%  or more of the  Company's
outstanding  shares of common stock.   The rights  expire  on
December  30, 2006, unless redeemed  earlier by the  Company.
The rights are redeemable by  the Company at one cent each at
any  time  prior  to public  announcement or  notice  to  the
Company that an acquiring person  or group has purchased  15%
or  more  of  the  Company's  outstanding  common  stock  (an
"Acquisition  Event").   At any  time  after  an  Acquisition
Event  and prior to the acquisition by such person  or  group
of 50% or more of the Company's outstanding common stock, the

                              
<PAGE>                            -62-
                               
                    OWENS CORNING AND SUBSIDIARIES
                              
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (Continued)

20.  Share Purchase Rights (Continued)

Board  of  Directors may exchange one share of common  stock
for  each right outstanding, other than rights held  by  the
acquiring person or group.  At any time after an Acquisition
Event  and the rights become exercisable, each right,  other
than  rights  held by the acquiring person or  group,  would
entitle its holder to buy common stock of the Company having
a market value of twice the exercise price of the right (or,
if the Company is subsequently acquired in a merger or other
business  combination,  such  shares  of  the  acquiring  or
surviving company).  Until the rights detach from the common
stock  (or  the  earlier termination or  redemption  of  the
rights), an additional right will be issued with every share
of newly issued common stock.

21.  Derivative Financial Instruments and Fair Value of Financial Instruments

The  Company  is  a  party  to  financial  instruments  with
off-balance-sheet risk in the normal course of  business  to
help  meet  financing  needs  and  to  reduce  exposure   to
fluctuating  foreign currency exchange  rates  and  interest
rates.   The Company is exposed to credit loss in the  event
of  nonperformance  by the other parties  to  the  financial
instruments described below.  However, the Company does  not
anticipate nonperformance by the other parties.  The Company
does  not  engage in trading activities with these financial
instruments  and  does not generally require  collateral  or
other security to support these financial instruments.   The
notional  amounts of derivatives summarized in  the  foreign
exchange  risk  and  interest rate risk  management  section
below  do  not generally represent the amounts exchanged  by
the parties and, thus, are not a measure of the exposure  of
the  Company  through  its use of derivatives.  The  amounts
exchanged  were  calculated on the  basis  of  the  notional
amounts and the other terms of the derivatives, which relate
to  interest  rates, exchange rates, securities  prices,  or
financial or other indexes.


Foreign Exchange Risk and Interest Rate Risk Management

The   Company  enters  into  various  types  of   derivative
financial  instruments to manage its foreign  exchange  risk
and interest rate risk, as indicated in the following table.

<TABLE>
  <S>                                   <C>                 <C>
                                          Notional Amount     Notional Amount
                                         December 31, 1997   December 31, 1996
                                                (In millions of dollars)

  Forward currency exchange contracts           $ 154              $ 128
  Combined interest rate currency swaps           120                120
  Options purchased                                35                 22
  Currency swaps                                  145                120
  Interest rate swaps                             550                 50
  Treasury rate locks                               -                 29




<PAGE>                            -63-
                              
                     OWENS CORNING AND SUBSIDIARIES
                              
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (Continued)

21.  Derivative Financial Instruments and Fair Value of Financial 
     Instruments (Continued)

The  Company enters into forward currency exchange contracts
to manage its exposure against foreign currency fluctuations
on  certain  assets and liabilities denominated  in  foreign
currencies.  As  of December 31, 1997, the  Company  has  32
forward  currency exchange contracts maturing in 1998  which
exchange  1.4  billion  Belgian  francs,  36  million   U.S.
dollars,  11  million  British pounds,  105  million  French
francs,  198  million  Norwegian krone,  and  various  other
currencies.   As  of December 31, 1996, the Company  had  31
forward  currency exchange contracts maturing in 1997  which
exchanged  3.9  billion  Belgian  francs,  33  million  U.S.
dollars,  17  million  British  pounds,  89  million  French
francs,   12   billion  Italian  lira,  and  various   other
currencies.   Gains  and  losses on these  foreign  currency
hedges  are  included in the carrying amount of the  related
assets  and  liabilities.  At December 31,  1997  and  1996,
deferred  gains and losses on these foreign currency  hedges
were not material to the consolidated financial statements.

During  1997,  the  Company entered  into  forward  currency
exchange  contracts  to  reduce  its  exposure  to  currency
fluctuations  on the anticipated 1998 net sales  of  certain
Canadian  subsidiaries. The seven forward currency  exchange
contracts which mature in 1998, exchange 10 million Canadian
dollars  against  7 million U.S. dollars.  At  December  31,
1997, the deferred losses on these forward currency exchange
contracts  were  not material to the consolidated  financial
statements.

During  1996,  the  Company entered  into  forward  currency
exchange  contracts  to  reduce  its  exposure  to  currency
fluctuations  on the proceeds of the sale of its  investment
in  Asahi Fiber Glass Company, Ltd. (Note 15).  Gains of  $4
million were included in other income in 1996 as part of the
total gain on the sale.
                              
The  Company  enters  into combined interest  rate  currency
swaps  to  hedge  its equity investments in certain  foreign
subsidiaries to manage its exposure against fluctuations  in
foreign  currency rates. As of December 31, 1997  and  1996,
the  Company had three combined interest rate currency swaps
maturing  in  1999 to manage this exposure. These  contracts
exchange  921  million  Belgian francs,  50  million  French
francs,  17  million  Dutch guilders  and  50  million  U.S.
dollars.  Gains and losses on the currency swap portions  of
these  contracts are included in stockholders'  equity.  The
differential interest to be paid or received on the interest
rate  swap portion of these contracts is accrued as interest
rates  change  and  is recognized over  the  life  of  these
agreements.   At December 31, 1997, deferred  gains  of  $10
million are included as a component of shareholders' equity.
At  December  31, 1996, deferred gains and losses  on  these
foreign   currency   hedges  were  not   material   to   the
consolidated financial statements.

During  1996,  the Company entered into option contracts  to
hedge  1997  royalty  payments  of  the  Company's  European
subsidiaries.   At  December 31, 1996, the  currency  option
contracts exchanged 446 million Belgian francs and 5 million
British   pounds  against  approximately  22  million   U.S.
dollars.   At  December 31, 1996, deferred gains  on  option
contracts  were  not material to the consolidated  financial
statements.




<PAGE>                            -64-
                              
                     OWENS CORNING AND SUBSIDIARIES
                              
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)
                              
21.  Derivative Financial Instruments and Fair Value of
     Financial Instruments (Continued)

In   1994,  the  Company  entered  into  two  currency  swap
transactions to manage its exposure against foreign currency
fluctuations  on  the  principal amount  of  its  guaranteed
9.814%   Eurobonds  (Note  2).   During  1995,  the  Company
terminated  these  swaps.  The termination  of  these  swaps
exchanged  140  million U.S. dollars  for  approximately  89
million British pounds, resulting in a gain of approximately
10  million U.S. dollars. At that time, the Company  entered
into  a  combined interest rate currency swap and a currency
swap  exchanging U.S. dollars into British pounds  to  hedge
the  interest and principal payments of the Eurobonds. These
agreements also convert part of the fixed rate interest into
variable rate interest.  The gain on the exercised swaps  is
being  amortized  over the life of the original  hedge.   At
December  31,  1997  and 1996, $3 million  and  $5  million,
respectively, of unamortized gain on the four cross-currency
interest rate swaps is included in other liabilities.

The  Company  has  a  cross-currency  swap  converting  from
Deutsche  marks into U.S. dollars to hedge the interest  and
principal payments of its 7.25% Deutsche mark bonds, due  in
2000.   The agreement establishes a fixed interest  rate  of
11.1%.

The  Company enters into interest rate swaps to  manage  its
interest  rate risk.  As of December 31, 1997,  the  Company
has  seven  ordinary  interest rate swaps  that  effectively
convert  an  aggregate principal amount of $350  million  of
variable  rate  long-term debt into fixed  rate  borrowings.
For  the  year ended December 31, 1997, losses of $8 million
related to these swaps have been recorded as a component  of
interest expense.

During  1997,  the Company entered into three interest  rate
swaps  as  a hedge against interest rate fluctuation  on  an
anticipated  refinancing  of  the  Trust  Preferred   Hybrid
Securities (See Note 8).  These swaps effectively lock in an
interest  rate of 6.3% on a notional amount of $150 million.
As  of December 31, 1997, deferred losses on these contracts
are not material to the consolidated financial statements.

As  of  December 31, 1997, the Company has an interest  rate
swap to convert $50 million in equipment lease payments from
a floating LIBOR to a fixed rate of 5.52%.  The differential
interest to be paid or received is accrued as interest rates
change and is recognized over the life of the agreement.  As
of  December 31, 1997 and 1996, this amount was not material
to the consolidated financial statements.

As  of  December 31, 1996, the Company had one  cash-settled
treasury  rate  lock  as  a  hedge  against  interest   rate
fluctuations   on   a  lease  commitment.    This   contract
effectively  locked  in an interest  rate  of  6.015%  on  a
notional amount of $29 million. This contract was settled in
1997.  The loss on the contract is being amortized over  the
life  of  the  lease and is not material to the consolidated
financial statements.

At  December  31, 1995, the Company had four  interest  rate
swaps  to  reduce  the  interest rates  on  its  fixed  rate
borrowings.   These  agreements, which  were  terminated  in
1996, effectively converted an aggregate principal amount of
$150 million of fixed rate long-term debt into variable rate
borrowings.   The  $8  million  gain  recognized  from   the
termination  of  these  swaps is being  amortized  over  the
remaining life of the debt.



<PAGE>                            -65-
                              
                     OWENS CORNING AND SUBSIDIARIES
                              
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)
                              
21.  Derivative Financial Instruments and Fair Value of
     Financial Instruments (Continued)

Other Financial Instruments with Off-Balance-Sheet Risk

As   of   December  31,  1997  and  1996,  the  Company   is
contingently liable for guarantees of indebtedness  owed  by
certain  unconsolidated affiliates of $84  million  and  $57
million,  respectively.  The Company is of the opinion  that
its  unconsolidated affiliates will be able to perform under
their respective payment obligations in connection with such
guaranteed  indebtedness  and  that  no  payments  will   be
required and no losses will be incurred by the Company under
such guarantees.

Concentrations of Credit Risk

As  of  December  31,  1997 and 1996,  the  Company  has  no
significant group concentrations of credit risk.

Fair Value of Financial Instruments

The  following methods and assumptions were used to estimate
the fair value of each category of financial instruments.

    Cash and short-term financial instruments
    
    The  carrying amount approximates fair value due to  the
    short maturity of these instruments.

    Long-term notes receivable
    
    The  fair  value has been estimated using  the  expected
    future cash flows discounted at market interest rates.

    Long-term debt
    
    The  fair value of the Company's long-term debt has been
    estimated based on quoted market prices for the same  or
    similar issues, or on the current rates offered  to  the
    Company for debt of the same remaining maturities.

    Foreign currency swaps and interest rate swaps

    The  fair  values of foreign currency swaps and interest
    rate  swaps have been estimated by traded market  values
    or by obtaining quotes from brokers.

    Forward  currency exchange contracts, option  contracts,
    and financial guarantees

    The  fair values of forward currency exchange contracts,
    option contracts, and financial guarantees are based  on
    fees currently charged for similar agreements or on  the
    estimated   cost  to  terminate  these   agreements   or
    otherwise  settle  the  obligations  with  the   counter
    parties at the reporting date.



<PAGE>                            -66-
                              
                      OWENS CORNING AND SUBSIDIARIES
                              
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)
                              
21.  Derivative Financial Instruments and Fair Value of
     Financial Instruments (Continued)

The   estimated  fair  values  of  the  Company's  financial
instruments  as  of December 31, 1997 and 1996,  which  have
fair  values different than their carrying amounts,  are  as
follows:


</TABLE>
<TABLE>
<S>                                     <C>       <C>         <C>      <C>     
                                               1997               1996
                                         Carrying   Fair     Carrying  Fair
                                          Amount    Value     Amount   Value
                                               (In millions of dollars)
Assets:
   Long-term notes receivable            $   18    $   17      $  23    $  21

Liabilities:
  Long-term debt                          1,595     1,659        818      881

Off-Balance-Sheet Financial
Instruments - Unrealized gains:
  Foreign currency swaps                      -        21          -       32
  Interest rate swaps                         -        (9)         -        1
  Combined interest rate
    currency swaps                            -        13          -        1
 Options                                      -         2          -        -

</TABLE>

As   of   December  31,  1997  and  1996,  the  Company   is
contingently liable for guarantees of indebtedness  owed  by
certain  unconsolidated affiliates.  There is no market  for
these guarantees and they were issued without explicit cost.
Therefore,  it  is not practicable to establish  their  fair
value.

As  of  December  31, 1997 and 1996, the  Company  has  also
entered into certain treasury rate locks, the fair values of
which   are  not  material  to  the  consolidated  financial
statements.
                              
<PAGE>                            -67-
                              
                      OWENS CORNING AND SUBSIDIARIES
                              
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)
                              
22.  Contingent Liabilities

ASBESTOS LIABILITIES

ITEM A.  OWENS CORNING (EXCLUDING FIBREBOARD)

Owens   Corning   is  a  co-defendant  with   other   former
manufacturers,  distributors  and  installers  of   products
containing  asbestos  and  with  miners  and  suppliers   of
asbestos  fibers (collectively, the "Producers") in personal
injury  litigation.  The personal injury claimants generally
allege  injuries  to their health caused  by  inhalation  of
asbestos fibers from Owens Corning's products.  Most of  the
claimants  seek  punitive damages as  well  as  compensatory
damages.   Virtually  all  of the asbestos-related  lawsuits
against   Owens  Corning  arise  out  of  its   manufacture,
distribution, sale or installation of an asbestos-containing
calcium  silicate, high temperature insulation product,  the
manufacture of which was discontinued in 1972.

Status

As  of  December  31, 1997, approximately  173,800  asbestos
personal  injury claims were pending against Owens  Corning,
of  which 35,300 were received in 1997, 36,300 were received
in 1996 and 55,800 in 1995.

Many  of the recent claims appear to be the product of  mass
screening programs and not to involve malignancies or  other
significant  asbestos  related  impairment.   Owens  Corning
believes  that at least 40,000 of the recent claims  involve
plaintiffs  whose  pulmonary function  tests  ("PFTs")  were
improperly  administered  or  manipulated  by  the   testing
laboratory  or  otherwise inconsistent with  proper  medical
practice. In 1996 Owens Corning filed suit in federal  court
in  New  Orleans, Louisiana against the owners and operators
of  certain pulmonary function testing laboratories  in  the
southeastern   U.S.   challenging  such   improper   testing
practices. This matter is now in active pre-trial discovery.
In  January  1997,  Owens Corning filed a  similar  suit  in
federal  court in Jackson, Mississippi against the owner  of
an additional testing laboratory.

Through  December 31, 1997, Owens Corning had  resolved  (by
settlement  or  otherwise)  approximately  202,500  asbestos
personal  injury claims.  During 1995, 1996 and 1997,  Owens
Corning  resolved  approximately  63,700  asbestos  personal
injury  claims,  over  99% without trial.   Total  indemnity
payments   for   these  63,700  claims,   including   future
installment  payments, are expected to be $858  million  (an
average of $13,500 per claim).

Owens  Corning's indemnity payments have varied considerably
over  time  and  from case to case, and are  affected  by  a
multitude  of factors.  These include the type and  severity
of   the   disease   sustained  by   the   claimant   (i.e.,
mesothelioma, lung cancer, other types of cancer, asbestosis
or  pleural  changes); the occupation of the  claimant;  the
extent  of  the  claimant's exposure to  asbestos-containing
products  manufactured, sold or installed by Owens  Corning;
the extent of the claimant's exposure to asbestos-containing
products manufactured, sold or installed by other Producers;
the   number  and  financial  resources  of  other  Producer
defendants;  the  jurisdiction  of  suit;  the  presence  or
absence  of other possible causes of the claimant's illness;
the  availability  or  not of legal  defenses  such  as  the
statute  of  limitations or state of the  art;  whether  the
claim  was resolved on an individual basis or as part  of  a
group  settlement;  and whether the claim  proceeded  to  an
adverse verdict or judgment.
                              



<PAGE>                            -68-
                              
                     OWENS CORNING AND SUBSIDIARIES
                              
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)
                              
22.  Contingent Liabilities (Continued)

Owens Corning's total indemnity and defense payments (before
application  of insurance recoveries) for asbestos  personal
injury claims were $300 million in 1997 and are expected  to
be  approximately $350 million in 1998.  This high level  of
expenditures,  and  the anticipated increase  in  1998,  are
attributable  in  large  measure to two  factors:   payments
associated   with   adverse   judgments   (particularly   in
mesothelioma cases), and significant recent increases in the
cost  of settlement of mesothelioma claims.  The Company  is
addressing  these  developments by  refocusing  its  defense
resources  upon the early identification and  evaluation  of
mesothelioma  claims  and,  where  such  claims  cannot   be
resolved  by settlement, upon more thorough preparation  and
work-up of such claims for trial.  The Company believes that
these  measures  should prove effective in  controlling  the
costs of resolving such claims.  However, the increased cost
of  resolution  of  mesothelioma claims  has  added  to  the
difficulty  of  estimating  the  Company's  future  asbestos
liabilities.   The  Company cautions that  if  the  cost  of
mesothelioma settlements and judgments is not controlled and
if  future annual expenditures for asbestos personal  injury
claims are not reduced, the Company may be required to  make
additional  provision for the anticipated costs of  asbestos
personal injury claims.
     
Tobacco

The  Company  is  closely monitoring  the  proposed  federal
legislation  to  implement a nationwide tobacco  settlement.
Several  bills  have  been  introduced  in  Congress.   One,
introduced by Senator Hatch, makes provision for payment  of
$4.8 billion over 25 years for programs and activities to be
conducted  by  the Secretary of Labor relating to  asbestos-
related  injuries for which use of tobacco is determined  to
be   a  significant  contributing  factor.   Owens  Corning,
Fibreboard  and other asbestos defendants have  collectively
spent  billions  of  dollars  to resolve  asbestos  personal
injury  claims to which smoking was a substantial causal  or
contributing factor.  The Company believes that any  federal
legislation  implementing  the proposed  tobacco  settlement
must  make  adequate  financial provision  for  compensating
asbestos personal injury claimants for the role tobacco  use
played  in  their  injuries  and  for  reimbursing  asbestos
defendants, in whole or in part, for past payments that have
been  made  to asbestos personal injury claimants  who  were
also  smokers.   The  Company is directing  its  legislative
lobbying efforts toward achievement of this objective.
     
Owens Corning and Fibreboard have filed suit in the Superior
Court  for Alameda County, California against seven  leading
manufacturers  of  tobacco products.  The complaint  alleges
that cigarette smoking causes or contributes to lung cancer,
a variety of other cancers and chronic obstructive pulmonary
disease.  The  complaint seeks to require the defendants  to
reimburse  Owens Corning and Fibreboard for all or  part  of
the  amounts which they have spent in resolving the personal
injury  claims  of asbestos plaintiffs whose  injuries  were
caused or contributed to by cigarette smoking.

Fibreboard

As  described in greater detail below, Fibreboard is a party
to   two  class  action  settlements  relating  to  asbestos
personal  injury  claims  - the Global  Settlement  and  the
Insurance Settlement.  If the Global Settlement is approved,
Fibreboard will be protected by an injunction from  asbestos
personal  injury claims and should have no further  asbestos
personal injury liabilities.




<PAGE>                            -69-
                              
                      OWENS CORNING AND SUBSIDIARIES
                              
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)

22.  Contingent Liabilities (Continued)

If  the  Global  Settlement is not approved,  the  Insurance
Settlement will become effective.  In such event, Fibreboard
will  receive  the payments from its insurance carriers  due
under  the  Insurance Settlement, the injunction  protecting
Fibreboard  from  asbestos personal injury  claims  will  be
dissolved, and Fibreboard will return to the tort system  as
a  defendant.   Should  the Insurance Settlement  come  into
effect, Owens Corning and Fibreboard anticipate establishing
a   joint  facility  that  would  provide,  consistent  with
Fibreboard's  contractual obligations  under  the  Insurance
Settlement, for the joint defense and settlement of asbestos
personal injury claims against the two defendants.   Such  a
joint  facility  would  have  the  potential  for  achieving
synergistic savings in defense and settlement costs compared
to the costs either Company would otherwise likely incur.
     
Insurance

As  of  December  31, 1997, Owens Corning had  approximately
$232  million  in  unexhausted insurance  coverage  (net  of
deductibles   and  self-insured  retentions  and   excluding
coverage  issued by insolvent carriers) under its  liability
insurance  policies applicable to asbestos  personal  injury
claims.   This insurance, which is substantially  confirmed,
includes both products hazard coverage and primary level non-
products  coverage.   Portions  of  this  coverage  are  not
available  until 1998 and beyond under agreements  with  the
carriers  confirming such coverage.  All of Owens  Corning's
liability  insurance policies cover indemnity  payments  and
defense  fees  and  expenses subject  to  applicable  policy
limits.

In  addition  to  its  confirmed primary level  non-products
insurance,  Owens  Corning  has  a  significant  amount   of
unconfirmed  potential  non-products  coverage  with  excess
level  carriers. For purposes of calculating the  amount  of
insurance applicable to asbestos liabilities, Owens  Corning
has  estimated  its probable recoveries in respect  of  this
additional  non-products coverage  at  $225  million,  which
amount  was  recorded in 1996. This coverage is  unconfirmed
and  the  amount and timing of recoveries from these  excess
level  policies  will depend on subsequent  negotiations  or
proceedings.

Reserve

The Company's financial statements include a reserve for the
estimated  cost  associated with  Owens  Corning's  asbestos
personal   injury  claims.   This  reserve  was  established
principally through a charge to income in 1991 for the costs
of  asbestos claims expected to be received through 1999 and
an  additional $1.1 billion charge to income (before  taking
into account the probable non-products insurance recoveries)
during  1996  for cases that may be received  subsequent  to
1999.  In establishing the reserve, Owens Corning took  into
account,  among  other things, the effect of  federal  court
decisions relating to punitive damages and the certification
of  class actions in asbestos cases, the discussions with  a
substantial  group  of plaintiffs' law firms  in  connection
with  global  settlement negotiations, the  results  of  its
continuing investigations of medical screening practices  of
the  kind  at  issue  in  the federal PFT  lawsuits,  recent
developments as to the prospects for federal and state  tort
reform,  the  continued rate of case filings at historically
high  levels,  additional information  on  filings  received
during the 1993-1995 period and other factors.  The combined
effect  of  the  $1.1 billion charge and  the  $225  million
probable additional non-products insurance recovery  was  an
$875 million charge in the second quarter of 1996.




<PAGE>                            -70-
                              
                      OWENS CORNING AND SUBSIDIARIES
                              
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)
                              
22.  Contingent Liabilities (Continued)

Owens  Corning's estimated total liabilities in  respect  of
indemnity  and  defense costs associated  with  pending  and
unasserted  asbestos  personal injury  claims  that  may  be
received   in  the  future,  and  its  estimated   insurance
recoveries   in  respect  of  such  claims,   are   reported
separately as follows:

<TABLE>
<S>                                     <C>           <C>
                                      December 31,   December 31,
                                           1997         1996
                                       (In millions of dollars)
Reserve for asbestos
litigation claims
   Current                               $  350        $ 300
   Other                                  1,320        1,670

      Total Reserve                       1,670        1,970

Insurance for asbestos
litigation claims
   Current                                  100          100
   Other                                    357          454

      Total Insurance                       457          554

Net Owens Corning Asbestos Liability     $1,213       $1,416
</TABLE>

Owens  Corning cautions that such factors as the  number  of
future  asbestos personal injury claims received by it,  the
rate  of  receipt  of  such claims, and  the  indemnity  and
defense  costs  associated  with  asbestos  personal  injury
claims,  are  influenced  by  numerous  variables  that  are
difficult  to  predict, and that estimates,  such  as  Owens
Corning's,  which attempt to take account of such variables,
are  subject  to  considerable uncertainty.  Included  among
these  variables  are  Owens  Corning's  future  success  in
controlling the costs of resolving mesothelioma claims,  the
outcome  of  the  Company's litigation against  the  tobacco
companies  and of the appellate proceedings related  to  the
Fibreboard  Global Settlement and Insurance Settlement,  and
federal legislative developments concerning asbestos  and/or
tobacco.   Owens  Corning  believes  that  its  estimate  of
liabilities and insurance will be sufficient to provide  for
the costs of all pending and future asbestos personal injury
claims  that  involve malignancies or significant  asbestos-
related  functional impairment.  While such estimates  cover
unimpaired claims, the number and cost of unimpaired  claims
are  much harder to predict and such estimates reflect Owens
Corning's  belief that such claims have little or no  value.
Owens  Corning will continue to review the adequacy  of  its
estimate  of  liabilities and insurance on a periodic  basis
and make such adjustments as may be appropriate.

Management Opinion

Although any opinion is necessarily judgmental and  must  be
based  on  information now known to Owens  Corning,  in  the
opinion  of  management, while any additional uninsured  and
unreserved  costs  which may arise out of  pending  personal
injury  asbestos  claims  and  additional  similar  asbestos
claims  filed  in the future may be substantial  over  time,
management believes that any such additional costs will  not
impair  the  ability of the Company to meet its obligations,
to  reinvest  in  its  businesses or to  take  advantage  of
attractive opportunities for growth.




<PAGE>                            -71-
                              
                     OWENS CORNING AND SUBSIDIARIES
                              
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (Continued)

22.  Contingent Liabilities (Continued)

ITEM B.  FIBREBOARD (EXCLUDING OWENS CORNING)

Prior  to  1972, Fibreboard manufactured insulation products
containing asbestos.  Fibreboard has since been named  as  a
defendant  in many thousands of personal injury  claims  for
injuries allegedly caused by asbestos exposure.

Status

As  of  December  31, 1997, approximately  108,400  asbestos
personal  injury  claims  were pending  against  Fibreboard.
Fibreboard  received  approximately 33,000  such  claims  in
1997,  32,900 in 1996 and 20,700 in 1995.  These claims  and
most  of  the pending claims are made against the Fibreboard
Global  Settlement  Trust  and are  subject  to  the  Global
Settlement injunction discussed below. During 1995, 1996 and
1997,  Fibreboard  resolved  (by  settlement  or  otherwise)
approximately  20,100 asbestos personal  injury  claims  and
incurred  indemnity payments of $257 million (an average  of
about $12,800 per case).

The  average cost per claim has increased recently from  the
historical average cost of $11,000 per claim. This is due to
the absence of group settlements, where large numbers of low
value  cases  are  traditionally settled along  with  higher
value  cases, and due to the fact that in 1996  and  1997  a
relatively small  number of individual cases involving  more
seriously injured plaintiffs were settled as exigent  claims
(all of which are malignancy claims) during the pendency  of
the Global Settlement injunction discussed below.

As  of  December  31,  1997, amounts payable  under  various
asbestos  claim  settlement agreements  were  $123  million.
These  amounts are payable either from the Settlement  Trust
discussed  below or directly by the insurers.   Amounts  due
from  insurers  in  payment of these  or  past  claims  paid
directly  by  Fibreboard, as of December 31, 1997  are  $116
million.

Insurance Arrangements

Fibreboard  has unique insurance arrangements  for  personal
injury  claims.  During 1993, Fibreboard and  its  insurers,
Continental  Casualty  Company  (Continental)  and   Pacific
Indemnity  Company  (Pacific), entered  into  the  Insurance
Settlement, and Fibreboard, its insurers and representatives
of  a  class  of future asbestos plaintiffs who have  claims
arising from exposure to asbestos prior to August 27,  1993,
entered  into  the Global Settlement.  These agreements  are
interrelated and require final court approval.  On July  26,
1996,  the U.S. Fifth Circuit Court of Appeals affirmed  the
Global  Settlement by a majority decision and the  Insurance
Settlement by a unanimous decision.


<PAGE>                            -72-
                              
                     OWENS CORNING AND SUBSIDIARIES
                              
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)

22.  Contingent Liabilities (Continued)

The  parties opposing the Global Settlement filed  petitions
seeking  review with the U.S. Supreme Court.   On  June  27,
1997,  the  Supreme Court granted the petition, vacated  the
judgment  and  remanded the case to the  Fifth  Circuit  for
further  consideration  in  light  of  the  Supreme  Court's
decision  in  the  Amchem Products, Inc.  V.  Windsor  case.
Amchem   involved   a  proposed  nationwide   class   action
settlement of future asbestos personal injury claims against
the  members  of  the  Center for  Claims  Resolution.   The
Supreme  Court, affirming the intermediate appellate  court,
disapproved  and vacated the Amchem class action settlement,
determining that the Amchem class action failed to meet  the
requirements  of  Federal Rule of  Civil  Procedure  23.  On
January 27, 1998, a panel of the Fifth Circuit reaffirmed by
majority  vote, its prior decision, and again  approved  the
Global  Settlement.   It  is anticipated  that  the  parties
opposing  the Global Settlement will seek further review  of
this  decision - by a petition for rehearing en banc by  the
Fifth Circuit, and/or a petition for certiorari  to  the  U.
S.  Supreme Court.   In light of this decision by the  Fifth
Circuit, final resolution of the Global Settlement  may  not
be known until the second half of 1998 or later.

On October 24, 1996, the statutory time period for objectors
to  seek further judicial review of the Insurance Settlement
lapsed  with no petition for review having been  filed  with
the   U.S.   Supreme  Court.   Therefore,   the    Insurance
Settlement is now final and not subject to further appeal.

The  parties  will continue to seek approval of  the  Global
Settlement.  If the Global Settlement becomes effective, all
asbestos-related personal injury liabilities  of  Fibreboard
will  be  resolved  through  insurance  funds  and  existing
corporate  reserves.  A  permanent  injunction  barring  the
filing  of  any  further claims against  Fibreboard  or  its
insurers is included as part of the Global Settlement.  Upon
final  approval, Fibreboard's insurers are required  to  pay
existing settlements and assume full responsibility for  any
claims  filed before August 27, 1993, the date the  settling
parties  reached  agreement  on  the  terms  of  the  Global
Settlement.   A  court-supervised  claims  processing  trust
("Settlement  Trust")  will  be  responsible  for  resolving
claims which were not filed against Fibreboard before August
27,  1993,  and any further claims that might  otherwise  be
asserted against Fibreboard in the future by members of  the
class.

The   Settlement   Trust  will  be  funded  principally   by
Continental and Pacific.  These insurers have placed  $1,525
million in an interest-bearing escrow account pending  court
approval  of the settlements. Fibreboard is responsible  for
contributing  $10 million plus accrued interest  toward  the
Settlement Trust, which it will obtain from other  remaining
insurance sources and existing reserves.  The Home Insurance
Company  has  already  paid $9.9  million  into  the  escrow
account  on  behalf  of Fibreboard, in  satisfaction  of  an
earlier  settlement agreement.  The balance  of  the  escrow
account  was  $1,689  million at December  31,  1997,  after
payment  of  interim expenses and exigent claims  associated
with the Global Settlement.

If the Global Settlement becomes effective, Fibreboard would
have no on-going or future liabilities for asbestos personal
injury  claims  in  excess  of  the  $10  million  currently
reserved in accrued liabilities.




<PAGE>                            -73-
                              
                     OWENS CORNING AND SUBSIDIARIES
                              
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)
                              
22.  Contingent Liabilities (Continued)

The  Insurance  Settlement is structured as  an  alternative
solution in the event the Global Settlement fails to receive
final approval.  Under the Insurance Settlement, Continental
and  Pacific  will  pay in full settlements  reached  as  of
August  27,  1993 and provide Fibreboard with the  remaining
balance  of the Global Settlement escrow account for  claims
filed  after  August  27,  1993,  plus  an  additional  $475
million, less amounts paid since August 27, 1993 for  claims
which  were  pending  but not settled  at  that  date.  Upon
fulfillment   of  their  obligations  under  the   Insurance
Settlement, Continental and Pacific will be discharged  from
any  further obligations to Fibreboard under their insurance
policies and will be protected by an injunction against  any
claims  of  asbestos  personal injury claimants  based  upon
those  insurance  policies. Under the Insurance  Settlement,
Fibreboard  will  manage  the  defense  and  resolution   of
asbestos-related  personal injury  claims  and  will  remain
subject to suit by asbestos personal injury claimants.

The Insurance Settlement will not be fully funded until such
time as the Global Settlement has been finally resolved.  In
the  event  the  Global Settlement is finally approved,  the
Insurance Settlement will not be funded.

Management Opinion

While there are various uncertainties regarding whether  the
Global  Settlement or the Insurance Settlement  will  be  in
effect,   and   these  may  ultimately  impact  Fibreboard's
liability  for asbestos personal injury claims, the  Company
believes   the   amounts  available  under   the   Insurance
Settlement will be adequate to fund the ongoing defense  and
indemnity  costs  associated with asbestos-related  personal
injury claims for the foreseeable future.


OTHER LIABILITIES

Various  other  lawsuits and claims arising  in  the  normal
course of business are pending against the Company, some  of
which allege substantial damages.  Management believes  that
the  outcome of these lawsuits and claims will  not  have  a
materially   adverse  effect  on  the  Company's   financial
position or results of operations.


                            -74-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (Continued)
                              
23.  Subsequent Event (Unaudited)

Subsequent  to  December 31, 1997, the Company  announced  a
strategic restructuring program to reduce overhead,  enhance
manufacturing    productivity   and   close    manufacturing
facilities.   The Company estimates that the  cost  of  this
program  and  other  costs  will approximate  $250  million.
Certain of these actions were initiated in December 1997 and
are  reflected  in the results of operations  for  the  year
ended  December  31, 1997 (Note 4).  The  remainder  of  the
actions will be taken in the first quarter of 1998.

24.  Quarterly Financial Information (Unaudited)

<TABLE>
<S>                                <C>        <C>         <C>         <C>
                                                     Quarter
                                      First     Second     Third    Fourth
                                  (In millions of dollars, except share data)
1997

Net sales                           $   875    $ 1,017     $ 1,238    $ 1,243

Cost of sales                           652        778         953      1,063

Gross margin                        $   223    $   239     $   285    $   180

Income (loss) before cumulative
  effect of accounting change            42         63          59       (102)

Cumulative effect of accounting
  change (Note 6)                         -          -           -        (15)

Net income (loss)                    $   42     $   63      $   59    $  (117)

Net income (loss) per share:

  Basic net income (loss) per
    share
    Income (loss) before 
      cumulative effect of 
      accounting change              $  .80     $ 1.19      $ 1.11    $ (1.91)

    Cumulative effect of 
      accounting change                   -          -           -       (.29)

    Net income (loss) per share      $  .80     $ 1.19      $ 1.11    $ (2.20)

Diluted net income (loss) per share
  Income (loss) before cumulative
    effect of accounting change      $  .76     $ 1.11      $ 1.05    $ (1.91)

  Cumulative effect of accounting
    change (Note 6)                       -          -           -       (.29)

  Net income (loss) per share        $  .76     $ 1.11      $ 1.05    $ (2.20)
                              
</TABLE>



<PAGE>                            -75-
                              
                    OWENS CORNING AND SUBSIDIARIES
                              
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Continued)
                              
24.  Quarterly Financial Information (Unaudited)

<TABLE>
<S>                          <C>       <C>         <C>         <C>
                                           Quarter
                            First     Second     Third    Fourth
                    (In millions of dollars, except share data)
1996

Net sales                     $ 849     $   956     $ 1,025    $ 1,002

Cost of sales                   632         702         754        752

Gross margin                  $ 217     $   254     $   271    $   250

Net income (loss)             $  39     $  (473)    $    80    $    70

Net income (loss) per share:

  Basic net income (loss) 
    per share                 $ .77     $ (9.25)    $  1.56    $  1.35

  Diluted net income (loss) 
    per share                 $ .73     $ (9.25)    $  1.45    $  1.26

</TABLE>

Net  income per share and basic and diluted weighted average
shares  are computed independently for each of the  quarters
presented.   Therefore, the sum of the quarterly net  income
per share may not equal the per share total for the year.




<PAGE>                            -76-
                              
                  INDEX TO FINANCIAL STATEMENT SCHEDULES
<TABLE>
<S>       <C>                                                <C>


Number    Description                                        Page

II        Valuation and Qualifying Accounts and Reserves -
            for the years ended December 31, 1997, 1996,
            and 1995...........................................77






<PAGE>                            -77-
                              
                      OWENS CORNING AND SUBSIDIARIES
                              
        SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                              
            FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

</TABLE>
<TABLE>
<S>              <C>            <C>            <C>        <C>        <C>
Column A         Column B       Column C       Column D        Column E
                                       Additions
                                 (1)            (2)
                 Balance at     Charged to     Charged to               Balance
                 Beginning      Costs and      Other                  at End
Classification   of Period      Expenses       Accounts   Deductions   of Period
                            (In millions of dollars)
                              
FOR THE YEAR ENDED DECEMBER 31, 1997:
 Allowance 
  deducted from 
  asset to which 
  it applies -
  
    Doubtful Accounts $ 17       $  3          $ 6(A)      $ 6(B)      $ 20

FOR THE YEAR ENDED DECEMBER 31, 1996:
 Allowance 
  deducted from
  asset to which 
  it applies -
  
    Doubtful Accounts  $ 19      $  3          $   -       $ 5(B)      $ 17


FOR THE YEAR ENDED DECEMBER 31, 1995:
 Allowance 
  deducted from
  asset to which 
  it applies -
  
    Doubtful Accounts  $ 16      $  5          $  -        $ 2(B)      $ 19
</TABLE>


Notes:

(A)  Allowances of subsidiaries acquired.

(B)  Uncollectible accounts written off, net of recoveries.



<PAGE>                            -78-

                              EXHIBIT INDEX

Exhibit
Number                        Document Description

(2)     Plan  of  Acquisition, Reorganization,  Arrangement,
Liquidation or Succession.

       Agreement  and Plan of Merger, dated as  of  May  27,
       1997,   among   Owens  Corning,  Sierra   Corp.   and
       Fibreboard   Corporation  (incorporated   herein   by
       reference  to  Exhibit 2(a) to the Company's  current
       report  on Form 8-K (File No. 1-3660), filed May  28,
       1997).

(3)    Articles of Incorporation and By-Laws.

          (i)    Certificate  of  Incorporation   of   Owens
          Corning,   as  amended  (incorporated  herein   by
          reference   to   Exhibit  (3)  to  the   Company's
          quarterly  report on Form 10-Q (File  No.  1-3660)
          for the quarter ended March 31, 1997).

          (ii)     By-Laws  of  Owens  Corning,  as  amended
          (incorporated herein by reference to  Exhibit  (3)
          to  the Company's annual report on Form 10-K (File
          No. 1-3660) for 1995).

(4)     Instruments Defining the Rights of Security Holders,
        Including Indentures.

        Credit  Agreement, dated as of June 26, 1997,  among
        Owens  Corning, other Borrowers and Guarantors,  the
        Banks  listed on Annex A thereto, and Credit  Suisse
        First  Boston,  as  Agent  (incorporated  herein  by
        reference  to Exhibit (4) to the Company's quarterly
        report  on  Form  10-Q  (File No.  1-3660)  for  the
        quarter   ended  June  30,  1997),  as  amended   by
        Amendment No. 1 thereto (filed herewith).

        The  Company agrees to furnish to the Securities and
        Exchange  Commission, upon request,  copies  of  all
        instruments defining the rights of holders of  long-
        term  debt of the Company where the total amount  of
        securities  authorized under  each  issue  does  not
        exceed ten percent of the Company's total assets.

(10)    Material Contracts.

        Credit  Agreement, dated as of June 26, 1997,  among
        Owens  Corning, other Borrowers and Guarantors,  the
        Banks  listed on Annex A thereto, and Credit  Suisse
        First  Boston,  as  Agent  (incorporated  herein  by
        reference  to Exhibit (4) to the Company's quarterly
        report  on  Form  10-Q  (File No.  1-3660)  for  the
        quarter   ended  June  30,  1997),  as  amended   by
        Amendment No. 1 thereto (filed herewith).

        Rights  Agreement,  dated as of  December  12,  1996
        (incorporated herein by reference to  Exhibit  1  to
        the  Company's Registration Statement  on  Form  8-A
        (File No. 1-3660), dated December 19, 1996).
                              

        The  following documents are incorporated herein  by
        reference to Exhibit (10) to the Company's quarterly
        report  on  Form  10-Q  (File No.  1-3660)  for  the
        quarter ended June 30, 1996:


                            -79-

                        EXHIBIT INDEX
       
      *  -Long-Term  Performance Incentive Plan Terms  Applicable
          to Certain Executive Officers.

      *  -Long-Term  Performance Incentive Plan Terms  Applicable
          to Officers Other Than Certain Executive Officers.
           
      *  -Stock Performance Incentive Plan, as amended.
      
      *   Corporate   Incentive  Plan  Terms  Applicable   to
          Certain Executive Officers (incorporated herein by
          reference   to  Exhibit  (10)  to  the   Company's
          quarterly  report on Form 10-Q (File  No.  1-3660)
          for the quarter ended March 31, 1996).
      
      *   Corporate  Incentive Plan Terms Applicable  to  Key
          Employees  Other  Than Certain Executive  Officers
          (incorporated herein by reference to Exhibit  (10)
          to  the Company's annual report on Form 10-K (File
          No. 1-3660) for 1995):

      *   Agreement,  dated  as  of  January  1,  1995,  with
          William   W.  Colville  (incorporated  herein   by
          reference to Exhibit (10) to the Company's  annual
          report  on  Form 10-K (File No. 1-3660) for  1994)
          and  amendment  dated September  29,  1997  (filed
          herewith).

      *   Agreement  dated  June  16,  1993,  with  David  W.
          Devonshire  (incorporated herein by  reference  to
          Exhibit  (10)  to the Company's annual  report  on
          Form 10-K (File No. 1-3660) for  1994).
          
      *   Director's  Charitable Award Program  (incorporated
          herein  by  reference  to  Exhibit  (10)  to   the
          Company's quarterly report on Form 10-Q (File  No.
          1-3660) for the quarter ended September 30, 1993).
        
      *   Executive  Supplemental Benefit  Plan,  as  amended
          (incorporated herein by reference to Exhibit  (10)
          to  the  Company's quarterly report on  Form  10-Q
          (File No. 1-3660) for the quarter ended March  31,
          1993).
          
      *   Employment  Agreement,  dated as  of  December  15,
          1991, with  Glen H. Hiner (incorporated herein  by
          reference to Exhibit (10) to the Company's  annual
          report  on Form 10-K (File No. 1-3660) for  1991),
          as  amended by First Amending Agreement made as of
          April 1, 1992 (incorporated herein by reference to
          Exhibit (19) to the Company's quarterly report  on
          Form 10-Q (File No. 1-3660) for the quarter ended
          June 30, 1992).
        
      *   Renewal  Agreement, effective as of July 31,  1999,
          with Glen H. Hiner (filed herewith).
        
      *   Agreement with Domenico Cecere (filed herewith).
      
      *   1987   Stock   Plan  for  Directors,   as   amended
          (incorporated herein by reference to Exhibit  (10)
          to  the  Company's quarterly report on  Form  10-Q
          (File  No. 1-3660) for the quarter ended June  30,
          1997).
      
      *   Form   of   Key   Management   Severance   Benefits
          Agreement  (incorporated herein  by  reference  to
          Exhibit  (10)  to the Company's annual  report  on
          Form 10-K (File No. 1-3660) for 1991).
        



<PAGE>                        -80-
                              
                          EXHIBIT INDEX

      *   Form   of   Directors'  Indemnification   Agreement
          (incorporated herein by reference to Exhibit  (10)
          to  the Company's annual report on Form 10-K (File
          No. 1-3660) for 1989).
           
          The following documents are incorporated herein by
          reference to Exhibit (10) to the Company's annual
          report on Form 10-K (File No. 1-3660) for 1987:

      *   Officers Deferred Compensation Plan.
        
      *   Deferred   Compensation  Plan  for  Directors,   as
          amended.
        
(11)      Statement  re  Computation of Per  Share  Earnings
          (filed herewith).

(21)      Subsidiaries of Owens Corning (filed herewith).

(23)      Consent of Arthur Andersen LLP (filed herewith).

(27)      Financial Data Schedule (filed herewith).


*     Denotes  management contract or compensatory  plan  or
   arrangement  required to be filed as an exhibit  pursuant
   to Item 14(c) of Form 10-K.