SECURITIES AND EXCHANGE COMMISSION
                  Washington, D. C.  20549

                                 
                         FORM 10-K/A                      
                       Amendment No. 3


                                  
        Annual Report Pursuant to Section 13 or 15(d)
           of the Securities Exchange Act of 1934
                              
         For the Fiscal Year Ended December 31, 1995
                              
                 Commission File No. 1-3660
                              
                        Owens Corning
             Fiberglas Tower, 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. [   ]

At   December  31,  1995,  the  aggregate  market  value   of
Registrant's $.10 par value common stock (Registrant's voting
stock)  held  by non-affiliates was $2,289,208,060,  assuming
for  purposes of this computation only that all directors and
executive officers are considered affiliates.

At  December  31,  1995,  there were  outstanding  51,389,618
shares of Registrant's $.10 par value common stock.

Parts  of Registrant's definitive 1996 proxy statement  filed
or  to  be filed pursuant to Regulation 14A (the "1996  Proxy
Statement")  are incorporated by reference into Part  III  of
this Form 10-K.
   
Owens Corning's Form 10-K for the year ended December 31, 1995,
filed on February 23, 1996 as amended by Forms 10-K/A filed on 
February 23, 1996 and March 5, 1996, is hereby further amended by amending
Item 6 "Selected Financial Data", Item 7 "Management's Discussion
and Analysis of Financial Condition and Results of Operations",
and Item 14 "Exhibits, Financial Statement Schedules, and Reports
on Form 8-K", to read as set forth below:
    


<PAGE>
                            -14-

ITEM 6.        SELECTED FINANCIAL DATA

The  following is a summary of certain financial information  of  the
Company.
<TABLE>
<S>                              <C>     <C>     <C>     <C>     <C>
                                 1995(a) 1994(b) 1993(c) 1992(d) 1991(e)
          (In millions of dollars, except per share data and where noted)

   
Net sales                        $ 3,612  $3,351  $2,944  $2,878  $2,783
Cost of sales                      2,670   2,536   2,266   2,234   2,186
Marketing, administrative
  and other expenses                 454     429     350     350   1,171
Science and technology expenses       76      71      69      65      54
Restructure costs                      -      89      23      16       -
Income   (loss)  from  operations    412     226     236     213    (628)
Cost of borrowed funds                87      94      89     110     131
Income (loss) before provision
  for income taxes                   325     132     147     103    (759)
Provision  (credit)  for 
  income  taxes                      106      58      47      33    (238)
Net income (loss)                    231     159     131      73    (742)
Net income (loss) per share
  Primary                           4.64    3.61    3.00    1.70  (18.13)
  Fully diluted                     4.40    3.35    2.81    1.67  (18.13)
Dividends per share on common
  stock
    Declared                           -       -       -       -       -
    Paid                               -       -       -       -       -
Weighted average number of shares
  outstanding (in thousands)
    Primary                       49,711  44,209  43,593  43,013  40,924
    Fully diluted                 54,106  50,025  49,410  48,844  42,924
Net cash flow from operations        285     233     253     192     253
Capital spending                     276     258     178     144     114
Total assets (f)                   3,261   3,274   3,013   3,162   3,511
Long-term debt                       794   1,037     898   1,018   1,148
Average number of employees
  (in thousands)                      17      17      17      17      17

    
</TABLE>

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

(b)  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.





<PAGE>
                            -15-
                              
(c)  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.

(d)  During  1992, the Company recorded a $16 million charge
     ($11  million  after-tax) to reorganize  the  Company's
     Building  Materials  segment  and  to  centralize   the
     Company's  accounting  and  information  systems.   The
     Company  also recorded a net extraordinary gain  of  $1
     million  resulting  from the utilization  of  tax  loss
     carryforwards, partially offset by a loss on the  early
     retirement of debt.

(e)  During 1991, the Company recorded a non-recurring  $800
     million   charge  for  unasserted  asbestos  litigation
     claims  and a $227 million after-tax charge,  or  $5.55
     per   share,  for  the  adoption  of  SFAS   No.   106,
     "Employers'  Accounting  for  Postretirement   Benefits
     Other Than Pensions" for its U.S. plans.

 (f) During 1993, the Company adopted the provisions of  FIN
     39  which require the Company to present separately  in
     its  balance sheet its estimated contingent liabilities
     and  related  insurance assets.  1992 and  1991  assets
     have been restated to conform with the 1995, 1994,  and
     1993 presentations.






<PAGE>
                            -16-

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

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

RESULTS OF OPERATIONS

Net  income  for the year ended December 31, 1995  was  $231
million, or $4.40 per share, compared to net income of  $159
million, or $3.35 per share, and net income of $131 million,
or  $2.81  per share, for the years ended December 31,  1994
and  1993, respectively.  The 1995 earnings growth  reflects
pricing gains and the benefits of acquisitions, as well as a
one  time gain of $8 million or $.15 per share which was the
result of a tax loss carryback.  Excluding the impact of the
tax  benefit,  net  income for the year ended  December  31,
1995, was $223 million, or $4.25 per share.  Please see Note
8 to the Consolidated Financial Statements.

Net  income of $159 million for the year ended December  31,
1994,  included the following offsetting special items:   an
after-tax  gain  of  $123  million,  or  $2.45  per   share,
reflecting a change to the capital method of accounting  for
the  rebuilding  of glass melting facilities;  an  after-tax
charge  of $85 million, or $1.69 per share, for productivity
initiatives and other actions; a non-cash, after-tax  charge
of  $10  million, or $.20 per share, to reflect adoption  of
Statement of Financial Accounting Standards (SFAS) No.  106,
"Employers'  Accounting  for Postretirement  Benefits  Other
Than  Pensions," for plans outside the United States; and  a
non-cash,  after-tax  charge of $28  million,  or  $.56  per
share,  to  reflect  adoption of SFAS No.  112,  "Employers'
Accounting for Postemployment Benefits."  Please  see  Notes
6, 16 and 17 to the Consolidated Financial Statements.

Excluding  special  items, net income  for  the  year  ended
December 31, 1993 was $118 million, or $2.56 per share.  The
1993 special items included a credit of $26 million, or $.53
per  share,  for  the  cumulative  effect  of  adopting  the
accounting standard for income taxes (SFAS No. 109);  a  one
time  gain  of $14 million, or $.29 per share, reflecting  a
tax  benefit resulting from a revaluation of deferred taxes,
offset in part by an increase in the Company's corporate tax
liability,  necessitated  by the  increase  in  the  federal
statutory  tax rate; an after-tax charge of $5  million,  or
$.10   per  share,  for  the  write-down  of  the  Company's
hydrocarbon  ventures to their net realizable value;  and  a
charge   of  $23  million,  or  $.47  per  share,  for   the
restructuring of the Company's European operations.   Please
see Notes 8 and 16 to the Consolidated Financial Statements.
   
Net  sales  were $3.612 billion for the year ended  December
31,  1995, reflecting an 8% increase from the 1994 level  of
$3.351  billion.   Net  sales in 1993 were  $2.944  billion.
Most  of  the  1995 growth is attributable to pricing  gains
achieved  worldwide, with incremental growth resulting  from
acquisitions,  which occurred mid year 1994  and  throughout
1995.   Please  see  Note  5 to the  Consolidated  Financial
Statements.  Sales outside the U.S. represented 27%  of  the
total sales for the year ended December 31, 1995 compared to
24%  for the years 1994 and 1993.  Gross margin for the year
ended  December 31, 1995 increased to 26%, compared  to  24%
and 23% in 1994 and 1993, respectively, reflecting primarily
pricing gains worldwide.

    




<PAGE>
                            -17-
                              
In  the  Building Materials segment, sales increased 6%  for
the  year  ended December 31, 1995 compared to  1994.   This
growth  reflects pricing gains, and incremental  sales  from
the  1995  acquisitions partially offset  by  a  decline  in
volume,  particularly in the Canadian markets.  Income  from
operations  for Building Materials decreased  9%  from  1994
levels, after excluding the 1994 charge for restructure  and
other  initiatives,  primarily  due  to  the  weak  economic
conditions in Canada and start up costs associated with  the
Company's new insulation plant in Guangzhou, China.

Building  Materials sales in Europe increased 45%  over  the
1994  level, primarily resulting from a full year  of  sales
from  the June 1994 acquisition of the United Kingdom  based
insulation  and industrial supply businesses  of  Pilkington
plc  (the "U.K. Acquisition"), and the addition of a  second
production line at the Company's insulation plant  in  Vise,
Belgium.   Late  in the third quarter of 1995,  the  Company
began  shipping  product  from its insulation  manufacturing
facility  in  Guangzhou, China and announced plans  for  the
construction of its second insulation plant in China, to  be
built in Shanghai.  Roofing margins improved in 1995, driven
primarily  by improved pricing, and volume growth, including
the successful introduction of Prominence(R) roofing shingles.
The  window  business achieved significant sales growth  and
productivity improvements during the year, but has  not  yet
reached  break-even.   In  the foam insulation  and  related
product markets, the Company has expanded its position  with
the  acquisition of Falcon Manufacturing of  Michigan,  Inc.
The  Company also completed four other acquisitions in  1995
which  are  expected to contribute to the Company's  overall
growth strategy.  These acquisitions increased the Company's
small  furnace  technology base, as  well  as  expanded  its
position  in  fabricated systems for the original  equipment
manufacturing market and its product offering for the window
market.  The Company further expanded its Building Materials
multi-product offering in 1995 with the introduction of  two
branded  products, Transitions(T) vinyl siding  and 
PinkWrap(T) housewrap.

In 1995 Miraflex(T), the revolutionary new form of glass fiber
developed  by  Owens  Corning which combines  two  different
glass   compositions  into  one  fiber,   was   successfully
introduced to North American markets in its first commercial
application, PinkPlus(R) insulation featuring Miraflex(T) fiber.
The  Miraflex(T) fibers  are flexible,  soft  to  the  touch,
virtually    itch-free,    resilient    and    form-filling,
characteristics  not  normally  associated  with  glass   or
inorganic  fibers, which is driving the success of  the  new
fiber.

In  the Composite Materials segment, sales increased 12% for
the  year  ended  December 31, 1995,  or  approximately  20%
excluding  the  Company's previously consolidated  polyester
resins  business, discussed below.  The Composite  Materials
sales increase, driven by strong worldwide market demand, is
attributable  to  volume  and pricing  gains,  coupled  with
favorable  currency impact from European  markets.   In  the
U.S.,  sales  increased  slightly,  while  in  Europe,   the
Company's  composites  operations  benefited  from  European
economic  improvement  which resulted in  increased  demand,
coupled   with   the   positive  effects   of   productivity
initiatives.

In  1995  the  Company  announced  plans  to  expand  global
composites capacity by 135,000 metric tons by 1997,  with  a
significant  portion  of the new capacity  coming  from  the
refiring  of  the  second furnace at the Company's  Jackson,
Tennessee  facility.   The remaining expansion  will  be  at
other  existing  facilities in the U.S.,  Europe,  Asia  and
Latin  America.   The  Company in 1995  began  a  new  large
diameter  glass  reinforced plastic (GRP) pipe  facility  in
China,  pipe joint ventures in Spain and Argentina, as  well
as  a composite materials service center in Colombia.  Early
in  1996 the Company announced the formation of a pipe joint
venture   in  Colombia,  increasing  the  Company's   global
presence.





<PAGE>
                            -18-
                              
During the third quarter of 1994, the Company entered into a
joint  venture with Alpha Corporation of Tennessee,  whereby
the  two  companies combined their existing resin businesses
for  fifty percent interests in Alpha/Owens-Corning, L.L.C.,
the  largest  manufacturer  of  polyester  resins  in  North
America.    Please see Note 5 to the Consolidated  Financial
Statements.

The  Company's  cost of borrowed funds for  the  year  ended
December 31, 1995 was $7 million lower than 1994, reflecting
decreased  borrowings resulting from the conversion  of  the
Company's 8% convertible junior subordinated debentures into
shares of common stock.  Additionally, the proceeds from the
issuance of $200 million of convertible preferred securities
were  partially  used  to pay off the  Company's  short-term
credit  facility, established during the second  quarter  of
1994 to finance the U.K. Acquisition.  Please see Notes 2, 3
and 4 to the Consolidated Financial Statements.

At  December  31,  1995,  certain of the  Company's  foreign
subsidiaries  have tax net operating loss  carryforwards  of
approximately $27 million.  The Company has $322 million  in
net  deferred tax assets at December 31, 1995, all of  which
management  expects will be realized through  future  income
from  operations.   Please see Note 8  to  the  Consolidated
Financial Statements.

Early  in  the first quarter of 1996, the Company  completed
the  sale of its share in a Japanese affiliate, Asahi  Fiber
Glass  Co.  Ltd.,  to its partner Asahi  Glass  Company  for
approximately  $50 million and realized  a  pretax  gain  in
excess   of  $25  million.   Please  see  Note  12  to   the
Consolidated Financial Statements.


LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Cash   flow   from  operations,  excluding  asbestos-related
activities,  was  $342 million for 1995,  compared  to  $361
million   for  1994.     The  decline  in  cash  flow   from
operations from 1994 to 1995 was due in part to funding of a
Voluntary Employee's Beneficiary Association trust  for  tax
planning  purposes.  Total receivables at December 31,  1995
were $15 million lower than the December 31, 1994 level  due
to  the  sale of $50 million in receivables early  in  1995,
resulting  in  a  total of $100 million of receivables  sold
under  the 1994 sales agreement.  The receivables sold  were
largely offset by increased sales in 1995.  Please see Notes
6 and 10 to the Consolidated Financial Statements.

At  December 31, 1995, the Company's net working capital was
negative  $9 million and its current ratio was .99, compared
to  negative $143 million and .87 at December 31, 1994,  and
negative   $49  million  and  .94  at  December  31,   1993,
respectively.   The  increase in 1995 was  due  in  part  to
decreased  short-term  borrowings  as  a   result   of   the
repayment    of   the   financing   used   for    the   U.K.
Acquisition.    Excluding  the  impact  of  the   short-term
borrowings  used  to  finance  the  U.K.  Acquisition,   the
Company's  net working capital was negative $33 million  and
its current ratio was .97 at December 31, 1994.

During  1995,  virtually all of the Company's  $173  million
issue  of  8%  convertible  junior subordinated   debentures
were  converted.  Debentures  not  converted  were  redeemed
for  cash.  The conversion resulted in the issuance  of  5.8
million  new  shares of common stock. Also in  1995,  Owens-
Corning   Capital,  L.L.C.,  a  Delaware  limited  liability
company,  of  which  all  of  the  common  limited   company
interests  are indirectly owned by the Company, issued  $200
million of 6.5% cumulative convertible preferred securities.
The  proceeds from the issuance were loaned to  the  Company
and  partially used to repay its short-term credit facility.
Please  see  Notes  2  and  4 to the Consolidated  Financial
Statements.





<PAGE>
                            -19-
                              
The  Company's  total borrowings at December 31,  1995  were
$893  million,  $319 million lower than  at  year-end  1994,
primarily due to the conversion of its 8% convertible junior
subordinated  debentures, and the repayment of debt  through
the issuance of the above mentioned preferred securities.

As  of  December 31, 1995, the Company had unused  lines  of
credit  of $358 million available under long-term bank  loan
facilities  and an additional $239 million under  short-term
facilities,  compared  to  $293  million  and  $91  million,
respectively,  at  year-end 1994.  The  increase  in  unused
available  lines of credit reflects increased  availability,
primarily  in  foreign  credit  facilities,  a  decrease  in
borrowings and a decrease in outstanding letters  of  credit
supporting  appeals from asbestos trials.  Such  letters  of
credit reduce credit availability under the Company's  long-
term U.S. loan facility.

Capital   spending  for  property,  plant   and   equipment,
excluding  acquisitions, was $276 million during  1995.   At
the  end  of  1995,  approved  capital  projects  were  $134
million.   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  1995,
including  $48 million in defense costs and $6  million  for
appeal  bond  and other costs, were $308 million.   Proceeds
from insurance were $251 million, $100 million of which  was
received  as a prepayment of a third quarter 1995 settlement
with  a  major insurer, which confirmed the Company's access
to  $330  million  of  insurance  for  payment  of  asbestos
litigation claims. Excluding the impact of the $100  million
prepayment  by the carrier, cash flow from asbestos  related
activities was a net pretax cash outflow of $157 million, or
$94  million  after-tax.  During 1995, the Company  received
approximately 55,900 new asbestos personal injury cases  and
closed  approximately  21,900 cases.  Over the  next  twelve
months   total  payments  for  asbestos  litigation  claims,
including  defense costs, are expected to  be  approximately
$250  million.  Proceeds from insurance of $100 million  are
expected to be available to cover these costs, resulting  in
a  net  pretax cash outflow of $150 million, or $90  million
after-tax.  Please see Note 21 to the Consolidated Financial
Statements.

The   Company   expects  funds  generated  from  operations,
together with funds available under long and short term bank
loan  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.   During  1995,  the  Company   was
designated as a PRP in such federal, state, local or private
proceedings  for  nine additional sites.   At  December  31,
1995,   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 $20 million  reserve
for  its  Superfund  (and similar state, local  and  private
action)  contingent  liabilities.  In addition,  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 financial position or  results  of
operations.





<PAGE>
                            -20-
                              
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 glass fiber manufacturing and asphalt
processing activities.  The EPA's announced schedule  is  to
issue regulations covering glass fiber manufacturing by late
1997  and  asphalt processing activities by late 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.







<PAGE>
                            -21-

                           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 23 hereof

 2.    See Index to Financial Statement Schedules on page 69 hereof

 3.    See Exhibit Index beginning on page 71 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

No report on Form 8-K was filed during the fourth quarter of 1995.





<PAGE>

                            -22-

                         Signatures

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

OWENS CORNING

By     /s/ G. H. Hiner                           Date     February 14, 1996
       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     February 14, 1996
       Glen H. Hiner, Chairman of the Board
       and Chief Executive Officer and Director

       /s/ David W. Devonshire                   Date     February 14, 1996
       David W. Devonshire, Senior Vice 
       President and Chief Financial Officer

       /s/ Domenico Cecere                       Date     February 14, 1996
       Domenico Cecere, Vice President and
       President, Roofing/Asphalt, and Controller
       (Interim)

       /s/ Norman P. Blake                       Date     February 20, 1996
       Norman P. Blake, Jr., Director

       /s/ William Colville                      Date     February 15, 1996
       William W. Colville, Director

       /s/ Landon Hilliard                       Date     February 15, 1996
       Landon Hilliard, Director

       /s/ Trevor Holdsworth                     Date     February 19, 1996
       Trevor Holdsworth, Director

       /s/ Jon M. Huntsman, Jr.                  Date     February 16, 1996
       Jon M. Huntsman, Jr., Director

                                                 Date     
       W. Walker Lewis, Director

       /s/ David T. McGovern                     Date     February 20, 1996
       David T. McGovern, Director

       /s/ Furman C. Mosely                      Date     February 19, 1996
       Furman C. Mosely, Jr., Director          

       /s/ W. Ann Reynolds                       Date     February 15, 1996
       W. Ann Reynolds, Director





<PAGE>

                            -23-

                 INDEX TO FINANCIAL STATEMENTS  

Item                                                                 Page

Report of Independent Public Accountants                               24

Summary of Significant Accounting Policies                          25-26

Consolidated Statement of Income - for the
   years ended December 31, 1995, 1994 and 1993                     27-28

Consolidated Balance Sheet - December 31, 1995 and 1994             29-30

Consolidated Statement of Stockholders' Equity -
   for the years ended December 31, 1995, 1994, and 1993               31

Consolidated Statement of Cash Flows - for the years
   ended December 31, 1995, 1994 and 1993                           32-33

Notes to Consolidated Financial Statements
   Notes 1 through 22                                               34-68





<PAGE>
                            -24-
                              
          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,  1995  and  1994,  and  the  related
consolidated statements of income, stockholders' equity  and
cash  flows for each of the three years in the period  ended
December  31,  1995.   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,  1995 and 1994, and the results of their operations  and
their  cash flows for each of the three years in the  period
ended  December  31,  1995,  in  conformity  with  generally
accepted accounting principles.

As  discussed  in  Notes  6, 8 and 17  to  the  consolidated
financial statements, effective January 1, 1994, the Company
changed  its  methods  of accounting for  furnace  rebuilds,
postretirement benefits other than pensions for its non-U.S.
plans, and postemployment benefits, and effective January 1,
1993,  the  Company  changed its method  of  accounting  for
income taxes.

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 20, 1996
Toledo, Ohio
                              
                              
                              





<PAGE>
                            -25-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Principles of Consolidation

The  consolidated financial statements include the  accounts
of  majority  owned subsidiaries.  Significant  intercompany
accounts and transactions are eliminated.


Net Income per Share

Primary  net income per share is computed using the weighted
average  number  of  common shares  outstanding  and  common
equivalent  shares  during the period.   Fully  diluted  net
income  per share reflects the dilutive effect of  increased
shares  that  would result from the conversion of  debt  and
equity  securities  which are not treated  as  common  stock
equivalents.   Unless  otherwise indicated,  all  per  share
information  included in the notes to the Owens Corning  and
subsidiaries'   (the   "Company")   consolidated   financial
statements is presented on a fully diluted basis.


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.


Intangible Assets

Intangible  assets  consist primarily of goodwill,  patents,
and  covenants not to compete and are carried at  cost  less
accumulated  amortization.   Goodwill  is  amortized  on   a
straight-line  basis over a period of  forty  years.   Other
intangible assets are amortized over their estimated  useful
lives  or actual contractual lives.  The Company continually
evaluates  whether  events and circumstances  have  occurred
that  indicate  the  remaining  estimated  useful  lives  of
intangible assets may warrant revision or that the remaining
balance  of  these intangible assets may not be recoverable.
When  factors  indicate  that intangible  assets  should  be
evaluated  for  possible impairment,  the  Company  uses  an
estimate of the related business segment's undiscounted  net
income  over the remaining life of the intangible  asset  in
measuring whether the intangible asset 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.


                              





<PAGE>
                            -26-
                              
               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.


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.


Rebuilding of Glass Melting Furnaces

The  Company's  glass melting furnaces periodically  require
substantial  rebuilding.  As discussed in  Note  17  to  the
consolidated  financial  statements,  effective  January  1,
1994,  the  Company adopted the capital method of accounting
for  the  cost of rebuilding glass melting furnaces.   Under
this  method,  costs  are  capitalized  when  incurred   and
depreciated  over the estimated useful lives of the  rebuilt
furnaces.


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.


Reclassifications

Certain reclassifications have been made to 1994 and 1993 to
conform with the classifications used in 1995.





<PAGE>
                            -27-

               OWENS CORNING AND SUBSIDIARIES
                              
              CONSOLIDATED STATEMENT OF INCOME
                              
    FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993



<TABLE>
<S>                                 <C>      <C>       <C>
                                      1995      1994     1993
                  (In millions of dollars, except share data)

NET SALES                           $3,612    $3,351   $2,944

COST OF SALES                        2,670     2,536    2,266
 Gross margin                          942       815      678

OPERATING EXPENSES
 Marketing and administrative
   expenses                            444       391      327
 Science and technology
   expenses (Note 9)                    76        71       69
 Restructure costs (Note 16)             -        89       23
 Other (Notes 2, 4, 10 and 16)          10        38       23

Total operating expenses               530       589      442

INCOME FROM OPERATIONS                 412       226      236

Cost  of  borrowed funds
 (Notes  2  and  3)                     87        94       89

INCOME BEFORE PROVISION FOR
 INCOME TAXES                          325       132      147

Provision  for  income  taxes 
 (Note  8)                             106        58       47

INCOME BEFORE EQUITY IN NET
 INCOME OF AFFILIATES                  219        74      100

Equity in net income of affiliates
 (Notes 5 and 12)                       12         -        5

INCOME BEFORE CUMULATIVE EFFECT
 OF ACCOUNTING CHANGES                 231        74      105

Cumulative effect of accounting
 changes (Notes 6, 8 and 17)             -        85       26

NET INCOME                            $231      $159     $131

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





<PAGE>
                           -28-

               OWENS CORNING AND SUBSIDIARIES
                              
              CONSOLIDATED STATEMENT OF INCOME
                              
    FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                         (Continued)
<TABLE>

<S>                                 <C>       <C>      <C>
                                      1995      1994     1993
                  (In millions of dollars, except share data)

NET INCOME PER COMMON SHARE:

Primary:

 Income before cumulative effect
   of accounting changes            $ 4.64    $ 1.70   $ 2.40

  Cumulative effect of
    accounting changes                   -      1.91      .60

 Net income per share               $ 4.64    $ 3.61   $ 3.00


Assuming full dilution:

 Income before cumulative effect
   of accounting changes            $ 4.40    $ 1.66   $ 2.28

 Cumulative effect of
   accounting changes                    -      1.69      .53

 Net income per share               $ 4.40    $ 3.35   $ 2.81


Weighted average number of
 common shares outstanding and
 common equivalent shares during
 the period (in millions)
   Primary                            49.7      44.2     43.6

  Assuming full dilution              54.1      50.0     49.4

</TABLE>

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





<PAGE>
                            -29-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
   CONSOLIDATED BALANCE SHEET - DECEMBER 31, 1995 AND 1994

<TABLE>


<S>                                 <C>          <C>        
ASSETS                               1995         1994
                              (In millions of dollars)
CURRENT

Cash and cash equivalents            $ 18         $ 59
Receivables, less allowances
 of $19 million in 1995 and
 $16 million in 1994 (Note 10)        314          329
Inventories (Note 11)                 253          223
Insurance for asbestos litigation
 claims - current portion (Note 21)   100          125
Deferred income taxes (Note 8)         70          156
VEBA trust (Note 6)                    51            -
Income tax receivable                  50           12
Investment in affiliate held for
 sale (Note 12)                        36            -
Other current assets                   35           26

     Total current                    927          930

OTHER

Insurance for asbestos litigation
 claims (Note 21)                     330          556
Deferred income taxes (Note 8)        252          308
Goodwill, less accumulated
 amortization of $19 million in
 1995 and $14 million in 1994
 (Note 5)                             249          151
Investments in affiliates
 (Notes 5 and 12)                      50           74
Other noncurrent assets (Note 6)      147          122

     Total other                    1,028        1,211

PLANT AND EQUIPMENT, at cost

Land                                   52           51
Buildings and leasehold
 improvements                         581          553
Machinery and equipment             2,266        2,172
Construction in progress              168          125

                                    3,067        2,901
Less:  Accumulated depreciation    (1,761)      (1,768)

     Net plant and equipment        1,306        1,133

TOTAL ASSETS                       $3,261       $3,274

</TABLE>                              

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




<PAGE>

                            -30-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
   CONSOLIDATED BALANCE SHEET - DECEMBER 31, 1995 AND 1994
                         (Continued)

<TABLE>                              

<S>                                      <C>     <C>
LIABILITIES AND STOCKHOLDERS' EQUITY      1995    1994
                              (In millions of dollars)
CURRENT
Accounts payable and accrued
 liabilities (Note 13)                   $  587   $  598
Reserve for asbestos litigation claims
 - current portion (Note 21)                250      300
Short-term debt (Note 3)                     64      155
Long-term   debt   -  current  portion  
 (Note   2)                                  35       20

     Total current                          936    1,073

LONG-TERM DEBT (Note 2)                     794    1,037

OTHER

Reserve for asbestos litigation claims
 (Note 21)                                  887    1,145
Other employee benefits liability
 (Note 6)                                   367      390
Pension plan liability (Note 7)              75       77
Other                                       220      232

     Total other                          1,549    1,844

COMMITMENTS AND CONTINGENCIES
 (Notes 15, 20 and 21)

COMPANY OBLIGATED CONVERTIBLE
   SECURITY OF SUBSIDIARY HOLDING
   SOLELY PARENT DEBENTURES
 (MIPS, Note 4)                             194        -

STOCKHOLDERS' EQUITY

Preferred stock, no par value;
 authorized 8 million shares, none
 outstanding (Note 19)
Common stock, par value $.10 per share;
 authorized 100 million shares; issued
 1995--51.4 million and
 1994--44.2 million shares
 (Notes 2, 5 and 18)                        579      348
Deficit                                    (781)  (1,012)
Foreign currency translation
 adjustments                                  9       (1)
Other (Note 7)                              (19)     (15)

     Total stockholders' equity            (212)    (680)

TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                  $3,261   $3,274

</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 STOCKHOLDERS' EQUITY
                              
    FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


<TABLE>                              
<S>                           <C>     <C>      <C>
                               1995    1994     1993
                            (In millions of dollars)

COMMON STOCK

Balance beginning of year      $  348    $  315     $  299
Issuance of stock for:
  Conversion  of 
  debt  (Note  2)                 173         -          -
Acquisitions (Note 5)              42        27          -
 Awards under stock
 compensation plans (Note 18)      16         6         16

Balance end of year               579       348        315

DEFICIT

Balance beginning of year      (1,012)   (1,171)    (1,302)
Net income                        231       159        131

Balance end of year              (781)   (1,012)    (1,171)

FOREIGN CURRENCY TRANSLATION
 ADJUSTMENTS

Balance beginning of year          (1)        5          4
Translation adjustments            10        (6)         1

Balance end of year                 9        (1)         5

OTHER

Balance beginning of year         (15)      (18)        (9)
Net increase (decrease)            (4)        3         (9)

Balance end of year               (19)      (15)       (18)

STOCKHOLDERS' EQUITY          $  (212)  $  (680)   $  (869)

</TABLE>




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





<PAGE>
                            -32-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
            CONSOLIDATED STATEMENT OF CASH FLOWS
                              
    FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                              
<TABLE>
<S>                                    <C>       <C>      <C>
                                        1995      1994     1993
                                       (In millions of dollars)
   
NET CASH FLOW FROM OPERATIONS

 Net income                             $  231      $  159     $  131

 Reconciliation of net cash provided
  by operating activities:

  Noncash items:
   Cumulative effect of accounting
    changes (Notes 6, 8 and 17)              -         (85)       (26)
   Provision for depreciation,
    amortization, and rebuilding
    furnaces (Note 17)                     125         118        121
   Provision for deferred income taxes
    (Note 8)                               142          59         10
   Other                                     5           9         10
 (Increase)  decrease  in 
  receivables (Note  10)                    36          21        (22)
 (Increase) decrease in inventories        (15)         17          4
 Increase (decrease) in accounts
  payable and accrued liabilities          (50)         53        114
 Funding of VEBA trust (Note 6)            (64)          -          -
 Proceeds from insurance for asbestos
  litigation claims                        251          87        224
 Payments for asbestos litigation
   claims                                 (308)       (215)      (283)
 Other                                     (68)         10        (30)

     Net  cash  flow  from  operations     285         233        253

    
NET CASH FLOW FROM INVESTING

 Additions to plant and equipment         (276)       (258)      (178)
 Investment in subsidiaries, net of
  cash acquired (Note 5)                   (81)       (120)         -
    Other                                   (4)         23          -

     Net  cash  flow  from investing      (361)       (355)      (178)

</TABLE>

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




<PAGE>

                            -33-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
            CONSOLIDATED STATEMENT OF CASH FLOWS
                              
    FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                         (Continued)
   
<TABLE>
<S>                                   <C>       <C>      <C>
                                       1995      1994     1993
                                      (In millions of dollars)

NET CASH FLOW FROM FINANCING
 (Notes 2, 3 and 4)

 Net additions (reductions) to
  long-term credit facilities         $  55     $  10   $  (90)
 Other additions to long-term debt        9       145        -
 Other  reductions  to  long-term
    debt                               (128)      (51)     (21)
 Net increase (decrease) in
  short-term debt                       (94)       69       26
 Issuance of preferred stock of
  subsidiary, net of fees               194         -        -
   Other                                  -         5       11

    Net  cash  flow  from  financing     36       178      (74)

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

Net increase (decrease) in cash and
 cash equivalents                       (41)       56        1

Cash and cash equivalents at
 beginning of year                       59         3        2

Cash and cash equivalents at
 end of year                          $  18     $  59   $    3
    


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





<PAGE>
                            -34-
                              
               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 1995 and 1994 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;
    underground   storage  tanks;  windows;   and   the
    rebranded  sale  of patio doors; vinyl  siding  and
    housewrap.

    Composite Materials

    Production and sale of glass fiber yarns;  rovings,
    mats  and veils; strand and reinforcement products;
    fiber  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.

During  the  first quarter of 1994, the Company  recorded  a
$117 million pretax charge for productivity initiatives  and
other  actions (Note 16).  The impact of this charge was  to
reduce  income  from operations for Building  Materials  and
Composite   Materials  by  $70  million  and  $22   million,
respectively, and to increase general corporate  expense  by
$25  million.  Geographically, income  from  operations  for
Building Materials in the United States and Canada and other
was  reduced  by $50 million and $20 million,  respectively.
Income from operations for Composite Materials in the United
States,  Europe,  and Canada and other  was  reduced  by  $6
million, $13 million, and $3 million, respectively.   During
the  first  quarter  of  1993, the Company  recorded  a  $23
million  charge  to reorganize its European operations,  the
full  impact of which was reflected as a reduction to income
from  operations for the Composite Materials  segment  (Note
16).




<PAGE>

                            -35-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)


1.  Segment Data (Continued)

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, VEBA trust, deferred
taxes,  asbestos  insurance,  and  corporate  property   and
equipment.
<TABLE>
<S>                         <C>       <C>      <C>
NET SALES                    1995      1994     1993
                            (In millions of dollars)
Industry Segments

 Building Materials
  United States              $2,033    $1,952    $1,699
  Europe                        264       182        97
  Canada and other              107       139       150

   Total Building Materials   2,404     2,273     1,946

 Composite Materials
  United States                 610       595       528
  Europe                        459       355       346
  Canada and other              139       128       124

   Total Composite Materials  1,208     1,078       998

Intersegment sales
 Building Materials               -         -         -
 Composite Materials             96        99        85
 Eliminations                   (96)      (99)      (85)

   Net sales                 $3,612    $3,351    $2,944

Geographic Segments

 United States               $2,643    $2,547    $2,227
 Europe                         723       537       443
 Canada and other               246       267       274

                              3,612     3,351     2,944
Intersegment sales
 United States                   54        43        42
 Europe                          21        22        15
 Canada and other                88        91        66
 Eliminations                  (163)     (156)     (123)

   Net sales                 $3,612    $3,351    $2,944

</TABLE>





<PAGE>
                            -36-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)


1.  Segment Data (Continued)
<TABLE>

<S>                            <C>     <C>     <C>
INCOME (LOSS) FROM OPERATIONS   1995    1994    1993
                            (In millions of dollars)
Industry Segments

 Building Materials
  United States                 $195     $145   $153
  Europe                          29       26     16
  Canada and other                13       18      6

   Total Building Materials      237      189    175

 Composite Materials
  United States                  135      108    101
  Europe                          64       (8)   (15)
  Canada and other                26        9     12

   Total Composite Materials     225      109     98

  General corporate expense      (50)     (72)   (37)

   Income from operations        412      226    236

  Cost of borrowed funds         (87)     (94)   (89)

   Income before provision
    for income taxes            $325     $132   $147

Geographic Segments

 United States                  $330     $253   $254
 Europe                           93       18      1
 Canada and other                 39       27     18
 General corporate expense       (50)     (72)   (37)

   Income from operations        412      226    236

 Cost of borrowed funds          (87)     (94)   (89)

   Income before provision
    for income taxes            $325     $132   $147

</TABLE>





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


1.  Segment Data (Continued)
<TABLE>


<S>                           <C>       <C>      <C>
IDENTIFIABLE ASSETS AT          1995      1994     1993
DECEMBER 31,                   (In millions of dollars)

Industry Segments

 Building Materials
  United States               $  893    $  718   $  596
  Europe                         170       162       46
  Canada and other               194       136      155
   Total Building Materials    1,257     1,016      797

 Composite Materials
  United States                  361       326      302
  Europe                         388       335      256
  Canada and other               145       160      157

   Total Composite Materials     894       821      715

 General corporate             1,024     1,363    1,438

                               3,175     3,200    2,950
 Investments in affiliates
  accounted for under the
  equity method                   86        74       63

   Total assets               $3,261    $3,274   $3,013

Geographic Segments

 United States                $1,254    $1,044   $  898
 Europe                          558       497      302
 Canada and other                339       296      312
 General corporate             1,024     1,363    1,438

                               3,175     3,200    2,950
 Investments in affiliates
  accounted for under the
  equity method                   86        74       63

   Total assets               $3,261    $3,274   $3,013

</TABLE>






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

1.  Segment Data (Continued)

<TABLE>

<S>                             <C>     <C>      <C>
 PROVISION FOR DEPRECIATION,      1995    1994     1993
 AMORTIZATION, AND REBUILDING  (In millions of dollars)
 FURNACES

Industry Segments

 Building Materials
  United States                 $  49    $  48    $  47
  Europe                           11        6        2
  Canada and other                  8        8       11

   Total Building Materials        68       62       60

 Composite Materials
  United States                    22       22       24
  Europe                           18       17       16
  Canada and other                  7        8       10

   Total Composite Materials       47       47       50

 General corporate                 10        9       11

   Total provision for
    depreciation, amortization,
    and rebuilding furnaces      $125     $118     $121

Geographic Segments

 United States                   $ 71     $ 70     $ 71
 Europe                            29       23       18
 Canada and other                  15       16       21
 General corporate                 10        9       11

   Total provision for
    depreciation, amortization,
    and rebuilding furnaces      $125     $118     $121

</TABLE>




<PAGE>

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

1.  Segment Data (Continued)
<TABLE>

<S>                                  <C>     <C>     <C>
ADDITIONS TO PLANT AND EQUIPMENT        1995    1994    1993
                                    (In millions of dollars)
Industry Segments

 Building Materials
  United States                       $   60  $   85  $   82
  Europe                                  36      41       2
  Canada and other                        33       7       5

   Total Building Materials              129     133      89

 Composite Materials
  United States                           37      41      31
  Europe                                  39      35      32
  Canada and other                        18      26       7

   Total Composite Materials              94     102      70

 General corporate                        53      23      19

   Total additions                    $  276  $  258  $  178

Geographic Segments

 United States                        $   97  $  126  $  113
 Europe                                   75      76      34
 Canada and other                         51      33      12
 General corporate                        53      23      19

   Total additions                    $  276  $  258  $  178

</TABLE>




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

2.  Long-Term Debt
<TABLE>
<S>                                          <C>         <C>
                                               1995       1994
                                           (In millions of dollars)
Unsecured U.S. credit facility due in
  1997, variable                             $  55       $  35
Unsecured European credit facilities due
  through 2002, variable                        40           -
Unsecured Canadian credit facility due in
  1997, variable                                 -           4
Guaranteed debentures due in 2001, 10%         150         150
Debentures due in 2002, 8.875%                 150         150
Debentures due in 2012, 9.375%                 150         149
Guaranteed  debentures due in 1998,  9.8%      100         100
Eurobonds due through 2001, 9.814%
  (Note 20)                                     63         140
Bonds due in 2000, 7.25%, payable in
  Deutsche marks (Note 20)                      50          50
Convertible junior subordinated debentures
  due in 2005, 8%, convertible at $29.75
  per share                                      -         173
Notes due through 2002, 6.06% to 8.50%,
  payable in foreign currencies                 26          38
Other long-term debt due through 2012, at
  rates from 5.375% to 12.47%                   45          68

                                               829       1,057
Less:  Current portion                         (35)        (20)

       Total long-term debt                 $  794      $1,037

</TABLE>

The  U.S. credit facility has a maximum commitment  of  $475
million at December 31, 1995, of which $176 million was used
for  standby letters of credit and $244 million was  unused.
The  rate  of  interest is either the bank's base  rate,  or
13/16% over the certificate of deposit rate, or 11/16%  over
the  London  Interbank Offered Rate (LIBOR).   The  weighted
average  rate  of  interest paid on  borrowings  under  this
facility during 1995 was 6.9%, (8.5% at December 31,  1995).
A  commitment  fee  of 1/4 of 1% is charged  on  the  unused
portions of this facility.

The  Canadian credit facility is payable in Canadian dollars
and has a maximum commitment of 135 million Canadian dollars
($99  million  U.S.  dollars), all of which  was  unused  at
December  31,  1995.  The rate of interest is either  11/16%
over  the Canadian cost of funds rate, or 11/16% over  LIBOR
on  U.S.  deposits,  or  .7875% over the  Canadian  bankers'
acceptance rate. A commitment fee of 1/4 of 1% is charged on
the unused portions of this facility.





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


2.  Long-Term Debt (Continued)

The  European credit facilities, payable in Belgian  francs,
have  an aggregate commitment of 1.6 billion Belgian  francs
($55  million  U.S.  dollars) of which 400  million  Belgian
francs ($15 million U.S. dollars) was unused at December 31,
1995.   The  rate of interest on the facilities ranges  from
4.28% to 4.51% at December 31, 1995.  The commitment fee  on
the unused portions of the facilities range from 3/20 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  working  capital,  interest  coverage,  and
minimum  coverage of fixed charges; and limitations  on  the
early    retirement   of   subordinated   debt,   additional
borrowings,  certain investments, 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 were  converted.
The  conversion resulted in the issuance of 5.8 million  new
shares  of common stock.  In conjunction with the conversion
of the debentures, the Company paid fees of approximately $3
million  which  are  reflected  as  other  expenses  on  the
Company's  consolidated statement of  income  for  the  year
ended December 31, 1995.

In November 1994, Owens-Corning Finance (U.K.) PLC, a wholly-
owned  subsidiary  of the Company, issued  $140  million  of
Eurobonds.   These  bonds are convertible  into  fixed  rate
preference  shares of Owens-Corning Finance  (U.K.)  PLC  in
November 2004 and may be redeemed at any time, at a premium,
at  the option of the Company.  The bonds are guaranteed  by
the  Company  as to payments of principal and  interest  and
rank  similarly with all other senior unsecured debt of  the
Company.   Subsequently,  in  a  separate  transaction,  the
Company  sold  a  put  option to the  holder  of  the  bonds
allowing  the  option  holder  to  require  the  Company  to
purchase  a  portion  of the bonds.   As  a  result  of  the
holder's  exercise  of  the put option,  in  May  1995,  the
Company  repurchased a portion of the $140 million issue  of
Eurobonds for $77 million.




<PAGE>

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

2.  Long-Term Debt (Continued)

The  aggregate maturities and sinking fund requirements  for
all  long-term  debt  issues for  each  of  the  five  years
following December 31, 1995 are:

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

            1996             $    -     $   35
            1997                 63         19
            1998                  8        112
            1999                  8         12
            2000                  6         75
</TABLE>

3.  Short-Term Debt
<TABLE>
    <S>                                   <C>           <C> 
                                           1995          1994
                                        (In millions of dollars)

    Balance outstanding at December 31     $   64        $  155
    Weighted average short-term
      borrowings                           $  184        $  165

    Weighted average interest rates on
      short-term debt outstanding at
      December 31                             7.5%          6.6%

</TABLE>

In May 1995 the Company repaid its unsecured, variable rate,
short-term bank credit facility that was used to finance the
1994 U.K. acquisition (Note 5).  This facility had a maximum
commitment  of  $110 million at December 31,  1994,  all  of
which  was  used.  The rate of interest on borrowings  under
this  facility  was  1/2 of 1% over  LIBOR,  or  6.6875%  at
December 31, 1994.

In  December  1995  the Company entered into  two  revolving
credit  agreements.  Each quarter during 1996,  the  Company
may borrow up to a predetermined amount from $13 million  to
$16  million.   The amount borrowed may be  repaid  in  U.S.
dollars  at  less  than or equal to the original  borrowing,
based  upon  predetermined British pound  or  Belgian  franc
currency  exchange  rates.   The agreements  are  in  effect
through 1996 and bear interest at market rates in effect  at
the time of each borrowing.

The  Company had unused short-term lines of credit totalling
$239  million and $91 million at December 31, 1995 and 1994,
respectively.





<PAGE>
                            -43-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
                              
4.  Convertible Monthly Income Preferred Securities (MIPS)

In May 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.

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 percent of the liquidation  preference
of  $50  per preferred security. Distributions of $8 million
have  been  recorded  as  other expenses  on  the  Company's
consolidated statement of income for the year ended December
31, 1995.

The Company issued $200 million of 6-1/2 percent Convertible
Subordinated  Debentures  due  2025  to  OC  Capital,  which
represents the sole asset of OC Capital, in exchange for the
proceeds of the offering.  The Company used the proceeds  to
repay  the  $110  million short-term  bank  credit  facility
utilized  for the 1994 U.K. acquisition (Note 5),  with  the
balance  used  to  reduce  borrowings  under  the  Company's
revolving credit facilities.


5.  Acquisitions and Divestitures of Businesses

During  1995 and 1994, 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  and  cash.    The
aggregate   purchase  price  including  possible  subsequent
contingent  consideration was $126 million and $155  million
for  1995  and  1994, respectively.  The  1995  acquisitions
exchanged  946,922 shares of the Company's common stock  and
$82 million in cash which includes $1 million to be paid  in
the   first  quarter  of  1996  and  the  1994  acquisitions
exchanged  855,556 shares of the Company's common stock  and
$120  million in cash, net of cash acquired, for all of  the
assets  and  liabilities  of the  companies  acquired.   The
incremental  sales from the acquisitions,  in  the  year  of
acquisition, were $41 million and $134 million for the years
ended December 31, 1995 and 1994, respectively.

The  largest  of  these acquisitions  was  the  1994  second
quarter  acquisition  of Pilkington Insulation  Limited  and
Kitsons Insulation Products Limited (collectively, "the U.K.
acquisition"),   the   United   Kingdom   based   insulation
manufacturing and industrial supply businesses of Pilkington
PLC.   Acquiring  two  glass fiber insulation  manufacturing
facilities,  one  rock wool manufacturing  facility  and  14
distribution centers, the Company now represents the  United
Kingdom's largest manufacturer of  glass fiber and rock wool
insulation is a  major






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

5.  Acquisitions and Divestitures of Businesses (Continued)

supplier  of  thermal and acoustical insulation products  to
the  United  Kingdom  construction industry.   The  purchase
price  of  the  U.K. acquisition was $110  million  and  was
financed with borrowings from the Company's short-term  bank
credit facility (Note 3).

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 acquisition dates.

The  purchase  price allocations were based  on  preliminary
estimates  of fair market value and are subject to revision.
The  1995 acquisitions included goodwill of $97 million  and
non-competition   agreements  of  $3  million.    The   1994
acquisitions  included  goodwill of  $78  million  and  non-
competition agreements of $6 million.

The   goodwill  and  non-competition  agreements  are  being
amortized  on  a  straight-line basis over 40  years  and  7
years,   respectively.   The  pro  forma   effect   of   the
acquisitions  was not material to net income for  the  years
ended December 31, 1995, 1994 or 1993.

On  September  30, 1994, the Company entered  into  a  joint
venture with Alpha Corporation of Tennessee, whereby the two
companies combined their existing resin businesses  to  form
Alpha/Owens-Corning,  L.L.C., the  largest  manufacturer  of
polyester  resins in North America. The Company  contributed
two  manufacturing plants (Valparaiso, Indiana  and  Guelph,
Ontario)  and  owns  a  50 percent  interest  in  the  joint
venture.   This joint venture is being accounted  for  under
the  equity method.  For the nine months ended September 30,
1994  and  the  year  ended December 31, 1993,  resin  sales
totaled $58 million and $63 million, respectively, and  were
included in the Composite Materials segment.

Late  in  the fourth quarter of 1994, the Company  completed
the  sale  of  its  underground storage  tank  manufacturing
business.   Sales for this business totaled $41 million  and
$43  million  in  1994  and  1993,  respectively,  and  were
included in the Building Materials segment.


6.  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  one of   the
Company's  pension  plans if they   have   accumulated    10
years   of   service after  age  45.   Some  of  the   plans
are






<PAGE>
                            -45-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
                              
6.  Postemployment and Postretirement Benefits Other Than Pensions (Continued)
                              
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 during their term.

Effective January 1, 1994, the Company adopted Statement  of
Financial   Accounting   Standards  No.   106,   "Employers'
Accounting for Postretirement Benefits Other Than  Pensions"
for its non-U.S. plans.  Accordingly, the projected cost  of
postretirement  benefits is charged to  expense  during  the
years  in  which  eligible employees  render  service.   The
cumulative  effect of the adoption of this  standard  was  a
charge  of  $10  million, or $.20 per share.   (The  Company
adopted  Statement  No.  106 for its  U.S.  plans  effective
January 1, 1991.)

During   1993,   the  Company  approved   changes   in   its
postretirement  health care plans for  retirees  and  active
employees.   These  changes, which reduced  the  accumulated
benefit obligation by $120 million and 1993 expense  by  $18
million, resulted in an unrecognized net reduction in  prior
service cost which will be amortized through 1999.

The  following  table reconciles the status of  the  accrued
postretirement benefits cost liability at October  31,  1995
and  1994, as reflected on the balance sheet as of  December
31, 1995 and 1994:

<TABLE>
<S>                                             <C>           <C>     
                                                  1995          1994
                                               (In millions of dollars)
Accumulated Postretirement Benefits Obligation:
 Retirees                                       $ (194)       $ (176)
 Fully eligible active plan participants           (21)          (24)
 Other active plan participants                    (54)          (46)

Funded status                                     (269)         (246)

Unrecognized net gain                              (11)          (39)
Unrecognized net reduction in prior service
 cost                                              (72)          (88)

Benefit payments subsequent to the valuation
 date (October 31)                                   3             3

Accrued postretirement benefits cost liability
 (includes current liabilities of $19 million
 in 1995 and 1994)                              $ (349)       $ (370)

</TABLE>




<PAGE>
                            -46-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)


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

For measurement purposes, a 10.5% annual rate of increase in
the  per  capita  cost  of covered health  care  claims  was
assumed for 1996.  The rate was assumed to decrease  to  10%
for  1997,  then decrease gradually to 6.0%  by  2005.   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,  1995,
by $14 million and the aggregate of the service and interest
cost components of net postretirement benefits cost for  the
year  then  ended by $2 million. The discount rate  used  in
determining   the   accumulated   postretirement    benefits
obligation was 7.5% in 1995, 8.5% in 1994, and 7.5% in 1993.

Effective January 1, 1994, the Company adopted Statement  of
Financial   Accounting   Standards  No.   112,   "Employers'
Accounting  for  Postemployment  Benefits."   This  standard
requires the Company to recognize 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  cumulative  effect of the adoption  of  this  standard,
recorded in 1994, was an undiscounted charge of $28 million,
or  $.56  per  share,  net of related income  taxes  of  $18
million.

The  following  table reconciles the status of  the  accrued
postemployment benefits cost liability at October  31,  1995
and  1994, as reflected on the balance sheet as of  December
31, 1995 and 1994:
<TABLE>
 <S>                                      <C>           <C>
                                            1995          1994
                                         (In millions of dollars)

  Funded status                           $  (40)       $   (45)

  Unrecognized net gain                       (2)             -

  Benefit payments subsequent to the
   valuation date (October 31)                 1              1

  Accrued postemployment benefit cost
   liability (includes current liabilities
   of $4 million in 1995 and $5 million
   in 1994)                               $  (41)       $   (44)

</TABLE>

The  net postemployment benefits expense was $2 million  and
$3  million  for  1995  and  1994,  the  year  of  adoption,
respectively.





<PAGE>

                            -47-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
                              
6.  Postemployment and Postretirement Benefits Other Than Pensions (Continued)

The net postretirement benefits cost for 1995, 1994 and 1993
included the following components:
<TABLE>
<S>                                       <C>       <C>       <C>
                                           1995      1994      1993
                                           (In millions of dollars)

Service cost                              $    7    $    8    $    7
Interest cost on accumulated post-
  retirement benefits obligation              19        19        23
Net amortization and deferral                (24)      (20)      (13)

Net postretirement benefits cost          $    2    $    7    $   17

</TABLE>

In  December  1995,  the Company established  and  funded  a
Voluntary Employees' Beneficiary Association (VEBA) trust to
cover  certain employee welfare and postretirement  benefits
in  the amount of $64 million, of which $13 million has been
classified as long-term.


7.  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 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  or insurance contracts.  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.

In  August of 1995, the Company amended the pension plan for
U.S.  salaried employees to change from a final average  pay
formula  to a cash balance formula.  The new plan provisions
become effective on January 1, 1996.  The change resulted in
a  reduction  in  the projected benefit  obligation  of  $20
million.   The change is expected to reduce pension  expense
in  the future through the amortization of the reduction  in
the  projected benefit obligation, reduced service cost  and
reduced  interest cost on the projected benefit  obligation.
The reduction in pension expense for 1996 is expected to  be
$11  million.  The impact on pension expense for 1995 was  a
reduction of $4 million.






<PAGE>
                            -48-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
                              
7.  Pension Plans (Continued)

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

<TABLE>
<S>                                  <C>       <C>      <C>
                                       1995      1994      1993
                                       (In millions of dollars)

Service cost                         $   20     $   22    $    23
Interest cost on projected benefit
  obligation                             64         58         62
Actual return on plan assets           (114)       (13)      (124)
Net amortization and deferral            30        (64)        50

Net pension expense                  $    -     $    3    $    11

</TABLE>

The  funded  status  at October 31,  1995  and  1994  is  as
follows:

<TABLE>
 <S>                                <C>      <C>     <C>     <C>
                                      1995                  1994
                                       (In millions of dollars)
                                      Over   Under    Over   Under
                                     Funded  Funded  Funded  Funded

Vested benefit obligation            $  359   $  312   $  310   $  273

Accumulated benefit obligation       $  395   $  355   $  341   $  343

Plan assets at fair value            $  500   $  316   $  466   $  306

Projected benefit obligation            447      365      430      352

Plan assets in excess of (less than)
  projected benefit obligation           53      (49)      36      (46)

Unrecognized loss                        15       59        8       55
Unrecognized prior service cost         (30)     (31)     (12)     (24)
Unrecognized transition amount          (35)     (11)     (39)     (13)
Adjustment  to  minimum  liability        -       (7)       -      (12)

Net pension liability (includes
  current liabilities of $2 million
  in 1995 and $8 million in 1994
  and noncurrent assets of $41
  million in 1995 and $38 million
  in 1994)                           $    3   $  (39)  $   (7)  $  (40)
</TABLE>






<PAGE>
                            -49-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              

7.  Pension Plans (Continued)
                              
The  1995, 1994 and 1993 primary actuarial assumptions  used
for pension plans were:

<TABLE>
<S>                                  <C>       <C>      <C>
                                     1995      1994     1993

Discount rate                        7.5%      8.5%      7.5%
Expected long-term rate of return
  on plan assets                     9.0%      9.5%     10.0%
Rate of compensation increase        5.1%      5.1%      4.1%

</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  $12  million  in
1995, $10 million in 1994, and $9 million in 1993.


8.  Income Taxes

Effective January 1, 1993, the Company adopted Statement  of
Financial  Accounting  Standards No.  109,  "Accounting  for
Income  Taxes."  Statement No. 109 changed the criteria  for
measuring  the  provision for income taxes  and  recognizing
deferred tax assets and liabilities. Deferred tax assets and
liabilities  are determined based on the difference  between
the  financial  statement  and tax  bases  of  corresponding
liabilities and assets using enacted tax rates in effect for
the  year  in which the differences are expected to reverse.
The  cumulative  effect of the adoption  of  this  standard,
recorded  in  1993,  was  an increase  to  earnings  of  $26
million, or $.53 per share.




<PAGE>

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


8.  Income Taxes
<TABLE>
<S>                                       <C>       <C>     <C>
                                            1995      1994      1993
                                            (In millions of dollars)
Income (loss) before provision
 (credit) for income taxes:

  U.S.                                    $  226    $  119   $  163
  Foreign                                     99        13      (16)

   Total                                  $  325    $  132   $  147

Provision (credit) for income taxes:

 Current
  U.S.                                    $  (45)    $  (2)  $   24
  State and local                             (4)       (7)       7
  Foreign                                     13         5        6

   Total current                             (36)       (4)      37

 Deferred
  U.S.                                       113        51       27
  State and local                             15        13        1
  Foreign                                     14        (2)      (4)

   Total deferred                            142        62       24

 Adjustment to deferred tax assets and
  liabilities for an increase in the U.S.
  federal statutory rate                       -         -      (14)

    Total  provision for income taxes     $  106    $   58   $   47

</TABLE>


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

<TABLE>
<S>                                          <C>       <C>       <C>
                                             1995      1994      1993

U.S. federal statutory rate                   35%       35%       35%
Operating losses of foreign subsidiaries       -         7        10
Utilization of research and development
 credits                                      (3)        -         -
Utilization of operating loss carryforwards    -        (7)       (2)
Utilization of tax loss carryback             (2)        -         -
Enacted federal tax rate change                -         -       (10)
State and local income taxes                   2         3         3
Other                                          1         6        (4)

Effective tax rate                            33%       44%        32%

</TABLE>




<PAGE>

                            -51-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)


8.  Income Taxes (Continued)

As  of  December 31, 1995, the Company has not provided  for
withholding  or  U.S. federal income taxes on  approximately
$196  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  $25  million of deferred income  taxes  would
have been provided.

During 1995 and 1994, the Company utilized tax net operating
loss  carryforwards for certain of its foreign  subsidiaries
of  approximately  $2 million and $9 million,  respectively.
At  December  31,  1995 and 1994, the Company  had  tax  net
operating  loss  carryforwards for certain  of  its  foreign
subsidiaries of approximately $27 million, certain of  which
expire through 1999.

The  cumulative  temporary differences giving  rise  to  the
deferred tax assets and liabilities at December 31, 1995 and
1994 are as follows:

<TABLE>
<S>                        <C>           <C>          <C>          <C>
                                     1995                    1994
                                          Deferred                  Deferred
                              Deferred       Tax      Deferred         Tax
                            Tax  Assets  Liabilities  Tax  Assets  Liabilities
                                        (In millions of dollars)
                              
Asbestos  litigation  claims  $  244      $    -      $  306       $   -
Other employee benefits          160           -         171           -
Depreciation                       -         116           -         138
Warranty and product liability
  reserves                        27           -          29           -
Operating loss carryforwards      27           -          27           -
State and local taxes              -          21           -          20
Other                             60          39         122           6

  Subtotal                       518         176         655         164

Valuation allowances             (20)          -         (27)          -

Total deferred                $  498      $  176      $  628      $  164


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

</TABLE>


9.  Science and Technology Expenses

Science   and  technology  expenses  include  research   and
development  costs of $69 million in 1995,  $64  million  in
1994, and $61 million in 1993.  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.






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

10.  Accounts Receivable Securitization

In   1994  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 can sell,  on  a  revolving
basis,  an  undivided  percentage ownership  interest  in  a
designated  pool of accounts receivable up to a  maximum  of
$100  million.  At December 31, 1995 and 1994, $100  million
and  $50  million, respectively, 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 year ended December
31, 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.


11.  Inventories

Inventories are summarized as follows:
<TABLE>
<S>                                       <C>           <C>
                                            1995          1994
                                         (In millions of dollars)

Finished goods                            $  210        $  192

Materials and supplies                       127           118

FIFO inventory                               337           310

Less:  Reduction to LIFO basis               (84)          (87)

                                          $  253        $  223
</TABLE>

Approximately $175 million of FIFO inventories  were  valued
using the LIFO method at December 31, 1995 and 1994.

During  1995,  1994,  and  1993,  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 1995, 1994, and 1993 cost
of  sales  by  $7  million,  $3  million,  and  $1  million,
respectively.





<PAGE>

                            -53-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)


12.  Investments in Affiliates

At  December  31,  1995 and 1994, 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
                                                              1995     1994
      COMPOSITES:

    Alpha/Owens-Corning, L.L.C. (USA)                         50%       50%
    Knytex Company, L.L.C. (USA)                              50%       50%
    Vitro-Fibras, S.A. (Mexico)                               40%       40%

   GLOBAL PIPE:

    Amiantit  Fiberglass Industries,  Ltd.  (Saudi  Arabia)   30%       30%
    Owens-Corning Eternit Rohre GmbH (Germany)                50%       50%
    Owens-Corning Pipe Botswana (Pty.), Ltd.
      (Botswana)                                              46%       49%
    Owens-Corning Tubs S.A. (Spain)                           50%       50%
    Owens-Corning Canos, S.A. (Argentina)                     50%        -

   BUILDING MATERIALS - EUROPE:

    Arabian Fiberglass Insulation Company, Ltd.
      (Saudi Arabia)                                          49%       49%

   ASIA PACIFIC:

    Asahi Fiber Glass Company, Ltd. (Japan)                   28%       28%
    LG Owens-Corning Corp. (Korea)                            31%       30%
    Siam Fiberglass Co., Ltd. (Thailand)                      20%       20%
</TABLE>





<PAGE>

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


12.  Investments in Affiliates  (Continued)

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>
                                 1995      1994      1993
                                 (In millions of dollars)

At December 31:
 Current assets               $  338     $  328    $  214
 Noncurrent assets               472        513       387
 Current liabilities             403        331       240
 Noncurrent liabilities          253        250       147
For the year:
   Net sales                     962        630       486
   Gross margin                  178         96        81
   Net income                     47          7        16
</TABLE>

The   Company's  equity  in  undistributed  net  income   of
affiliates was $36 million at  December 31, 1995.

Subsequent to year end, the Company sold all of its interest
in  Asahi  Fiber  Glass Company, Ltd. for approximately  $50
million,  and  realized  a pretax  gain  in  excess  of  $25
million.


13.  Accounts Payable and Accrued Liabilities

<TABLE>
    <S>                                         <C>           <C>         
                                                1995          1994
                                             (In millions of dollars)

    Accounts payable                           $  309       $  298
    Payroll and vacation pay                       87          117
    Payroll, property, and miscellaneous
      taxes                                        39           30
    Other employee benefits liability (Note 6)     23           24
    Other                                         129          129

                                               $  587       $  598
</TABLE>





<PAGE>

                            -55-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)


14.  Consolidated Statement of Cash Flows

Cash payments, net of refunds, for income taxes and cost  of
borrowed funds are summarized as follows:
<TABLE>
     <S>                               <C>        <C>      <C>
                                         1995      1994      1993
                                         (In millions of dollars)

     Income taxes                      $  (34)    $  (4)   $   43
     Cost of borrowed funds                94        97        95


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

See  Notes  2 and 5 for supplemental disclosure of  Non-cash
Investing and Financing Activities.


15.  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 $63 million in 1995, $54 million in 1994, and
$42  million  in  1993.  At December 31, 1995,  the  minimum
future   rental  commitments  under  noncancellable   leases
payable over the remaining lives of the leases are:

</TABLE>
<TABLE>

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

                1996                          $   52
                1997                              52
                1998                              40
                1999                              20
                2000                              18
                2001 through 2015                134
                                              $  316
</TABLE>





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


16.  Restructuring  of  Operations  and   Other Initiatives

During  the  first quarter of 1994, the Company  recorded  a
$117 million pretax charge for productivity initiatives  and
other  actions  aimed at reducing costs  and  enhancing  the
Company's  speed, focus, and efficiency.  This $117  million
pretax   charge  is  comprised  of  an  $89  million  charge
associated with the restructuring of the Company's  business
segments,  as  well  as  a  $28  million  charge,  primarily
composed  of  final costs associated with the administration
of  the  Company's former commercial roofing business.   The
components  of  the  $89 million restructure  include:   $44
million   for   personnel  reductions,   $20   million   for
divestiture of non-strategic businesses and facilities,  $22
million for business realignments, and $3 million for  other
actions.   The  $44  million cost for  personnel  reductions
primarily  represents severance costs  associated  with  the
elimination of nearly 400 positions worldwide.  The  primary
employee  groups  affected include  science  and  technology
personnel,  field sales personnel, corporate  administrative
personnel,   and  commercial  roofing  and  resin   business
personnel.

As   of   December  31,  1995,  the  Company  has   recorded
approximately  $82  million  in  costs  against   its   1994
restructure reserve, of which $67 million represents  actual
cash  expenditures and $15 million represents  the  non-cash
effects  of asset write-offs and business realignments.  The
$67 million cash expenditure includes severance costs of $42
million,  divestiture  or  realignment  of  businesses   and
facilities  costs of $22 million, and $3 million  for  other
actions.

During the first quarter of 1993, the Company recorded a $23
million charge to reorganize its European operations.   This
charge included $17 million for personnel reductions and  $6
million for the writedown of fixed assets.


17.  Glass Melting Furnace Rebuilds

Effective  January 1, 1994, the Company adopted the  capital
method  of  accounting  for  the cost  of  rebuilding  glass
melting  furnaces.  Under this method, costs are capitalized
when  incurred  and  depreciated over the  estimated  useful
lives  of  the  rebuilt  furnaces. Previously,  the  Company
established a reserve for the future rebuilding costs of its
glass  melting furnaces through a charge to earnings between
dates  of  rebuilds.   The  change  to  the  capital  method
provides a more appropriate measure of the Company's capital
investment  and is consistent with industry  practice.   The
cumulative effect of this change in accounting method was an
increase  to earnings of $123 million, or $2.45  per  share,
net  of related income taxes of $54 million.  The effect  of
this   change   in   accounting  method  was   to   increase
depreciation   expense   and   eliminate   furnace   rebuild
provision.   The  pro forma effect of this  change  was  not
material to net income for the year ended December 31, 1993.





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


18.  Stock Compensation Plans

The  Company's Stock Performance Incentive Plan  (SPIP)  and
the   Owens-Corning  1995  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  1995, the total  number  of  shares
available  under  the Plans for stock awards  was  1,565,004
shares, 1,006,950 of which were awarded as stock options and
232,224  as  restricted stock, which includes an advance  of
54,355  shares  from the 1996 allocation for SPIP.   599,840
shares are also available to be awarded under a prior  plan;
however, the Company does not expect any awards to  be  made
under that plan.

Additionally, the Company has a plan to award stock  options
and deferred stock awards to nonemployee directors, of which
95,500 shares were available for this purpose as of December
31,  1995.   In 1995, 10,000 options and 4,000 stock  awards
were granted, of which 2,000 were issued in conjunction with
the plan for nonemployee directors.

During 1994, the total number of shares available for  stock
awards for SPIP was 1,075,752 shares, 894,000 of which  were
awarded  as  stock  options and 59,450 as restricted  stock,
which  included an advance of 93,478 shares  from  the  1995
allocation.  Additionally, in 1994, 8,500 options and  4,000
stock  awards  were granted, of which 2,000 were  issued  in
conjunction with the plan for nonemployee directors.

Stock Options

Activity during 1995 and 1994 in shares under option:
<TABLE>
<S>                <C>          <C>              <C>        <C>
                             1995                        1994
                      Number       Price          Number       Price
                        of       Range per          of       Range per
                      Shares        Share         Shares       Share

Beginning of year  3,290,454    $17.86-47.00     2,560,826  $17.86-47.00

Options granted    1,016,950     31.50-45.00       902,500   28.50-34.88

Options exercised   (300,663)    17.86-40.50      (137,059)  18.75-30.63

Options cancelled    (63,631)    30.63-40.50       (35,813)  26.75-40.50

End of year        3,943,110    $17.86-47.00     3,290,454  $17.86-47.00

Exercisable        2,107,427    $17.86-47.00     1,619,119  $17.86-47.00

</TABLE>

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


18.  Stock Compensation Plans (Continued)

Option  prices represent the market price at date of  grant.
Shares issued under options are recorded in the common stock
accounts at the option price.  Options granted vest  ratably
through  1998  for the SPIP plan and, as determined  by  the
compensation  committee,  for the Owens-Corning  1995  Stock
Plan.

Deferred Stock Awards

At  December  31,  1995, the Company had  15,711  shares  of
deferred  stock  outstanding,  all  of  which  were  vested.
During  1995,  2,000 shares of deferred stock were  granted,
and 2,629 shares were issued.

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.

Restricted Stock Awards

At  December  31,  1995, the Company had 448,973  shares  of
restricted  stock  outstanding.  Stock  restrictions  lapse,
subject  to  alternate  vesting  plans  for  approved  early
retirement and involuntary termination, over various periods
ending in 2005.


19.  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  $50.   The  Board  of
Directors  has  designated 750,000 shares of  the  Company's
authorized   preferred  stock  as  Series  A   Participating
Preferred  Stock.   There are currently no preferred  shares
outstanding.

Rights  become exercisable and detach from the common  stock
ten  days  after a person or group acquires, or announces  a
tender  offer for, 20% or more of the Company's  outstanding
shares   of   common   stock.    The   rights   expire    on
December  30, 1996, unless redeemed earlier by the  Company.
The rights are redeemable by the Company at one cent each at
any time prior to ten days following public announcement  or
notice to the Company that an acquiring person or group  has
purchased  20%  or more of the Company's outstanding  common
stock.   If  the  Company is acquired in a merger  or  other
business  combination at any time after  the  rights  become
exercisable,  each  right would entitle its  holder  to  buy
shares of the acquiring or surviving company having a market
value of twice the exercise price of the right.





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


20.  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 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  are
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, 1995         December 31, 1994
                            (In millions of dollars)

Forward currency exchange
 contracts                    $  234                   $  194
Options purchased                 25                       22
Currency swaps                   190                      190
Interest rate swaps              150                      150

</TABLE>

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, 1995, the  Company  has  21
forward  currency exchange contracts maturing in 1996  which
exchange  2.7  billion  Belgian  francs,  19  million   U.S.
dollars,  11  million  British pounds,  117  million  French
francs,   17   billion  Italian  lira,  and  various   other
currencies.   As  of December 31, 1994, the Company  had  29
forward  currency exchange contracts which matured  in  1995
and  exchanged 4.4 billion Belgian francs, 23  million  U.S.
dollars,  38  million  British pounds, 22  million  Deutsche
marks,   19   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,  1995  and  1994,
deferred  gains and losses on these foreign currency  hedges
are not material to the consolidated financial statements.





<PAGE>

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


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

The  Company enters into forward currency exchange contracts
to   hedge   its  equity  investments  in  certain   foreign
subsidiaries and to manage its exposure against fluctuations
in  foreign  currency rates.  As of December 31,  1995,  the
Company has two forward currency exchange contracts maturing
in  1996  which  exchange 1 billion Belgian  francs  against
approximately  34 million U.S. dollars to hedge  its  equity
investments in certain of its European subsidiaries.  As  of
December  31,  1994,  the Company had two  forward  currency
exchange  contracts which matured in 1995  and  exchanged  1
billion Belgian francs against approximately 32 million U.S.
dollars  to hedge its equity investments in certain  of  its
European  subsidiaries.   At December  31,  1995  and  1994,
losses  of  $4  million  and $3 million  on  hedges  of  net
investments   in  foreign  subsidiaries  are   included   in
stockholders' equity, respectively.

The  Company  has  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 12).  As of December  31,  1995,
these  contracts  exchange 5 billion  Japanese  yen  for  50
million  U.S. dollars.  At December 31, 1995,  gains  of  $3
million are included as deferred revenue.

The Company entered into forward currency exchange contracts
to  reduce  its  exposure to currency  fluctuations  on  the
anticipated  1995 earnings of certain European subsidiaries.
The  nine forward currency exchange contracts which  matured
in  1995, exchanged 412 million Belgian francs and 8 million
British   pounds  against  approximately  25  million   U.S.
dollars.  Gains and losses on these foreign currency  hedges
were  included in income in the period in which the exchange
rates  changed.   Gains on these forward  currency  exchange
contracts  were  not material to the consolidated  financial
statements.

The   Company   enters  into  option  contracts   to   hedge
anticipated   transactions  with  certain  of  its   foreign
subsidiaries.   As  of December 31, 1995,  the  Company  has
eight currency option contracts maturing in 1996 which hedge
the   1996   royalty  payments  of  the  Company's  European
subsidiaries.  As of December 31, 1995, the currency  option
contracts exchanged 526 million Belgian francs and 6 million
British   pounds  against  approximately  25  million   U.S.
dollars.   As  of  December 31, 1994, the  Company  had  six
currency  option  contracts  which  exchanged  496   million
Belgian   francs  and  4  million  British  pounds   against
approximately  22  million  U.S.  dollars.   Gains  on   the
Company's  hedges  of  these  anticipated  transactions  are
included  as  deferred revenue.  At December  31,  1995  and
1994, deferred gains on option contracts are not material to
the consolidated financial statements.

As  of  December  31,  1994, the Company  entered  into  two
currency  swap  transactions to manage its exposure  against
foreign currency fluctuations on the principal amount of its
guaranteed .814% Eurobonds (Note 2).   At December 31, 1994,
gains  on  these  currency swaps were not  material  to  the
consolidated  financial  statements.  During  May  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 two cross-currency interest rate  swaps
from  U.S. dollars into British pounds to hedge the interest
and  principal  payments of the remaining Eurobonds  through
2002.  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




<PAGE>

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

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

life  of  the  original  hedge.  At December  31,  1995,  $7
million  of  unamortized  gain on  the  four  cross-currency
interest rate swaps is included in other liabilities.

The  Company  has a cross-currency interest rate  conversion
agreement 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.   The Company has  entered  into  four
interest  rate swap agreements to reduce the interest  rates
on  its fixed rate borrowings.  These agreements effectively
convert  an  aggregate principal amount of $150  million  of
fixed rate long-term debt into variable rate borrowings with
interest  rates ranging from 5.875% to 8.025%  in  1995  and
5.81% to 7.96% in 1994.  The agreements mature in 1998.  The
differential interest to be paid or received is  accrued  as
interest rates change and is recognized over the life of the
agreements.

Other Financial Instruments with Off-Balance-Sheet Risk

As   of   December  31,  1995  and  1994,  the  Company   is
contingently liable for guarantees of indebtedness  owed  by
certain  unconsolidated affiliates of $71  million  and  $27
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,  1995 and 1994,  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.





<PAGE>

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


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

    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.

The   estimated  fair  values  of  the  Company's  financial
instruments  as  of December 31, 1995 and 1994,  which  have
fair  values different than their carrying amounts,  are  as
follows:
<TABLE>
<S>                                 <C>       <C>            <C>       <C>
                                           1995                     1994
                                    Carrying   Fair          Carrying   Fair
                                     Amount    Value          Amount    Value
                                            (In millions of dollars)
Assets
   Long-term notes receivable        $   24   $   22          $   20   $   18

Liabilities
  Long-term debt                        794      875           1,037    1,076

Off-Balance-Sheet Financial
Instruments - Unrealized gains
  Foreign currency swaps                  -       39               -       26
  Interest rate swaps                     -       14               -        4
</TABLE>




<PAGE>

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

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

As   of   December  31,  1995  and  1994,  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, 1995 and 1994, the  Company  has  also
entered  into certain forward currency exchange  and  option
contracts, the fair values of which are not material to  the
consolidated financial statements.


21. Contingent Liabilities

ASBESTOS LIABILITIES

The   Company   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  and property damage litigation.  The personal injury
claimants  generally allege injuries to their health  caused
by   inhalation  of  asbestos  fibers  from  the   Company's
products.   Most of the claimants seek punitive  damages  as
well  as  compensatory damages.  The property damage  claims
generally  allege  property damage  to  school,  public  and
commercial buildings resulting from the presence of products
containing  asbestos.  Virtually all of the asbestos-related
lawsuits  against the Company 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, 1995, approximately  144,200  asbestos
personal  injury  claims were pending against  the  Company,
55,900 of which were received in 1995.  The Company received
approximately  29,100 such claims in  1994,  and  32,400  in
1993.

Through  December  31, 1995, the Company  had  resolved  (by
settlement  or  otherwise)  approximately  160,600  asbestos
personal  injury claims.  During 1993, 1994, and  1995,  the
Company  resolved  approximately  60,000  such  claims   and
incurred  total  indemnity  payments  of  $641  million  (an
average of about $10,700 per case).  The Company'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  the  Company; 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






<PAGE>

                            -64-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)


21.  Contingent Liabilities (Continued)

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.

Insurance

As  of December 31, 1995, the Company had approximately $430
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 1997 and beyond under agreements  with  the
carriers  confirming such coverage.  All  of  the  Company's
liability  insurance policies cover indemnity  payments  and
defense  fees  and  expenses subject  to  applicable  policy
limits.

In  addition  to  its confirmed non-products insurance,  the
Company  has  a significant amount of potential non-products
coverage  with excess level carriers.  The Company cautions,
however,  that  this coverage is unconfirmed  and  that  the
amount   and  timing  of  additional  recovery  from   these
policies, if any, will depend on subsequent negotiations  or
proceedings.

Reserve

The  Company's  estimated total liabilities  in  respect  of
indemnity  and  defense costs associated  with  pending  and
unasserted  asbestos  personal injury  claims  that  may  be
received through the year 1999 (the "Liabilities"), and  its
estimated  insurance recoveries in respect  of  such  claims
(the "Insurance"), are reported separately as follows:





<PAGE>

                            -65-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)


21.  Contingent Liabilities (Continued)
<TABLE>
  <S>                                           <C>             <C>
                                              Asbestos Litigation Claims
                                               December 31,   December 31,
                                                  1995           1994
                                                (In millions of dollars)
   Reserve for asbestos litigation claims

   Current                                        $  250         $  300
   Other                                             887          1,145

     Total Reserve                                 1,137          1,445

  Insurance for asbestos litigation claims

   Current                                           100            125
   Other                                             330            556

     Total Insurance                                 430            681

   Net Asbestos Liability                         $  707         $  764

</TABLE>

Case filing rates have continued at historically high levels
with  the receipt of approximately 55,900 new claims  during
1995,  following the receipt of approximately 29,100  claims
in  1994  and approximately 32,400 claims in 1993.  Many  of
these  new claims appear to be the product of mass screening
programs  and  not  to involve significant  asbestos-related
impairment.   The  large number of recent  filings  and  the
uncertain   value  of  these  claims  have  added   to   the
uncertainties involved in estimating the Company's  asbestos
liabilities.

Certain  of  the Company's principal co-defendants,  the  20
members  of  the Center for Claims Resolution, have  entered
into  a  proposed  "global" settlement which  would  require
future   claimants  to  satisfy  certain  medical   criteria
indicative of significant asbestos-related impairment  as  a
pre-condition to their eligibility for settlement  payments.
The  Company is using similar criteria in the implementation
of  its  own settlement and litigation strategy and is  also
seeking to require more careful proof than in the past  that
claimants had significant exposure to the Company's asbestos-
containing product or operations.  The Company believes that
this  strategy  will  reduce the overall  cost  of  asbestos
personal  injury  claims  in  the  long  run  by  channeling
indemnity   payments   to  claimants   who   can   establish
significant asbestos-related impairment and exposure to  the
Company's asbestos-containing product or operations  and  by
substantially reducing indemnity payments to individuals who
are   unimpaired  or  who  did  not  have  significant  such
exposure.   The  Company's  strategy  has  resulted  in   an
increased  level  of trial activity and an increase  in  the
number  and  amount   of compensatory  and  punitive  damage
verdicts  and judgments against the Company.  This  strategy
may have the effect of increasing average per-case indemnity
costs   for   claims  resolved  with  payment,  while   also
increasing the number of claims dismissed without payment.





<PAGE>
                            -66-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)


21.  Contingent Liabilities (Continued)

The  Company  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,  as well as the prospects for confirming additional,
applicable  insurance  coverage  beyond  the  $430   million
referenced above, are influenced by numerous variables  that
are  difficult to predict, and that estimates, such  as  the
Company's,  which attempt to take account of such variables,
are  subject to considerable uncertainty. Depending upon the
outcome  of  the  various  uncertainties  described   above,
particularly as they relate to unimpaired claims, it may  be
necessary  at  some point in the future for the  Company  to
make  additional  provision  for  the  uninsured  costs   of
asbestos  personal injury claims received through  the  year
1999  (although no such amounts are reasonably estimable  at
this time).  The Company remains confident that its estimate
of  Liabilities and Insurance will be sufficient to  provide
for  the  costs of all such claims that involve malignancies
or  significant asbestos-related functional impairment.  The
Company  has  reviewed  and  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.

The  Company  cannot estimate and is not providing  for  the
cost  of  unasserted  claims which may be  received  by  the
Company after the year 1999 because management is unable  to
predict the number of claims to be received after 1999,  the
severity of disease which may be involved and other  factors
which would affect the cost of such claims.

Cash Expenditures

The  Company's  anticipated cash expenditures for  uninsured
asbestos-related costs of claims received through  1999  are
expected   to   approximate  $707  million,  the   Company's
Liabilities,  net of Insurance, before tax  benefits.   Cash
payments  will  vary annually depending  upon  a  number  of
factors,  including the pace of the Company's resolution  of
claims and the timing of payment of its Insurance.

Management Opinion
   
Although any opinion is necessarily judgmental and must be
based on information now known to the Company, in the opinion of 
management, while any additional uninsured and unreserved costs
which may arise out of pending personal injury and property 
damage 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>
                            -67-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)


21.  Contingent Liabilities (Continued)

NON-ASBESTOS 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.


22.  Quarterly Financial Information (Unaudited)
<TABLE>
<S>                                 <C>       <C>        <C>       <C>
                                                   Quarter
                                      First     Second    Third     Fourth
                               (In millions of dollars, except share data)
  1995

Net sales                            $  844    $  877    $  927     $  964

Cost of sales                           630       639       684        717

Gross margin                         $  214    $  238    $  243     $  247

Net income                           $   33    $   63    $   70     $   66

Net income per share:

  Primary net income per share       $  .71    $ 1.25    $ 1.35     $ 1.27

  Fully  diluted net income 
   per share                         $  .68    $ 1.20    $ 1.28     $ 1.21
</TABLE>




<PAGE>

                            -68-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)


22.  Quarterly Financial Information (Unaudited) (Continued)
<TABLE>
<S>                               <C>        <C>       <C>        <C>
                                                Quarter
                                   First     Second     Third     Fourth
                                (In millions of dollars, except share data)
  1994

Net sales                         $  677     $  852    $  936     $  886

Cost of sales                        523        644       705        664

Gross margin                      $  154     $  208    $  231     $  222

Income (loss) before cumulative
  effect  of accounting changes   $  (67)    $   45    $   53     $   43

Cumulative effect of accounting
  changes  (Notes 6  and  17)         85          -         -          -

Net income                        $   18     $   45     $  53      $  43

Net income per share:

 Primary
  Income (loss) before cumulative
    effect  of accounting changes $(1.52)    $ 1.03    $ 1.19     $  .98

  Cumulative effect of accounting
     changes                        1.93          -         -          -

  Net income per share            $  .41     $ 1.03    $ 1.19     $  .98

 Fully diluted
  Income (loss) before cumulative
    effect  of  accounting 
    changes                       $(1.30)    $  .95    $ 1.09     $  .91

  Cumulative effect of
    accounting changes              1.70          -         -          -

  Net income per share            $  .40     $  .95    $ 1.09     $  .91

</TABLE>

Net  income per share and primary and fully 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>
                            -69-
                              
           INDEX TO FINANCIAL STATEMENT SCHEDULES



Number    Description                                        Page

II        Valuation and Qualifying Accounts and Reserves -
          for the years ended December 31, 1995, 1994,
          and 1993                                             70




<PAGE>

                           SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                          OWENS CORNING

                                            Registrant


Date:  December 20, 1996                   By:  /s/ David W. Devonshire
                                                Senior Vice President and
                                                Chief Financial Officer
                                                (as duly authorized officer)