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

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

1.   All 162(m) Covered Employees shall be eligible to be
     selected to participate in this Long-Term Performance
     Incentive Plan. The Committee shall select the 162(m)
     Covered Employees who shall participate in this Plan in any
     performance period no later than 90 days after the
     commencement of the performance period (or no later than
     such earlier or later date as may be the applicable deadline for any
     compensation payable to such 162(m) Covered Employee
     hereunder for such performance period to qualify as
     "performance-based" under section 162(m)(4)(C) of the
     Internal Revenue Code of 1986 as amended (the "Code")).
     Selection to participate in this Plan in any performance
     period does not require the Committee to, or imply that the
     Committee will, select the same person to participate in the
     LTPIP in any subsequent performance period.

2.   Being selected to participate in the Long-Term Performance
     Incentive Plan in any performance period means that the
     individual is being granted the opportunity to earn a cash
     award equal to the Fair Market Value of up to a specified
     number of shares of Company common stock if the Company
     attains performance goals established by the Committee for
     such performance period and the participant's employment by
     the Company, its Subsidiaries and Affiliates continues
     without interruption during that period ("phantom
     performance shares"). Payment for each phantom performance
     share that is earned shall be based on the Fair Market Value
     of a share of Company common stock on the date on which the
     Committee certifies (in accordance with paragraph 10 below)
     that the performance goals and any other material terms
     applicable to such phantom performance share were in fact
     satisfied.  Phantom performance shares may be redeemed only
     for cash and may not be redeemed for equity securities in
     lieu of cash, and are not transferable by the participant
     other than by will or the laws of descent and distribution
     (within the meaning of SEC Rule 16b-3(a)(2)). If (and only
     if) the Committee expressly so provides at the time an
     eligible employee is selected to participate in the LTPIP in
     any performance period, the participant's award for such
     performance period may be paid in the form of shares of
     Company common stock rather than cash, in which case all
     provisions of this LTPIP applicable to phantom performance
     shares (other than the preceding sentence) shall likewise
     apply to the participant's opportunity to earn such shares
     of Company common stock.

3.   No later than 90 days after the commencement of each
     performance period (or than such earlier or later date as
     may be the applicable deadline for compensation payable hereunder for
     such performance period to qualify as "performance-based"
     under section 162(m)(4)(C) of the Code), the Committee shall
     establish in writing the method for computing the number of
     phantom performance shares which each participant in the
     Plan for such performance period will earn under the Plan
     for such performance period if the performance goals
     established by the Committee for such performance period are
     attained in whole or in part and if the participant's
     employment by the Company, its subsidiaries and affiliates
     continues without interruption during that performance
     period.  Such method shall be stated in terms of an
     objective formula or standard that precludes discretion to
     increase the amount of the award that would otherwise be due
     upon attainment of the goals.  No provision hereof is intended 
     to preclude the Committee from exercising negative discretion
     within the meaning of the Treasury regulations under Code 
     section 162(m).

     No later than 90 days after the commencement of each
     performance period (or than such earlier or later date as
     may be the applicable deadline for compensation payable hereunder for
     such performance period to qualify as "performance-based"
     under section 162(m)(4)(C) of the Code), the Committee shall
     establish in writing the performance goals for such
     performance period, which shall be based on any of the
     following performance criteria, either alone or in any
     combination, and on either a consolidated or business unit
     level, as the Committee may determine: sales growth,
     earnings per share growth, cash flow, cash flow from
     operations, operating profit growth, net income growth,
     operating margin, net income margin, return on net assets,
     return on total assets, return on common equity, return on
     total capital, and total shareholder return.  The foregoing
     criteria shall have any reasonable definitions that the 
     Committee may specify, which may include or exclude any or
     all of the following items as the Committee may specify: 
     extraordinary, unusual or non-recurring items; effects of
     accounting changes; effects of currency fluctuations; effects
     of financing activities (e.g., effect on earnings per share
     of issuance of convertible debt securities); expenses for
     restructuring or productivity initiatives; other non-operating
     items; spending for acquisitions; effects of divestitures; 
     and effects of asbestos activities and settlements.  Any such
     performance criterion or combination of such criteria may 
     apply to the participant's award opportunity in its entirety
     or to any designated portion or portions of the award opportunity,
     as the Committee may specify.  Unless the Committee determines
     otherwise at any time prior to payment of a participant's award
     for any performance period hereunder, extraordinary items, such    
     as capital gains and losses, which affect any performance
     criterion applicable to the award (including but not limited to
     the criterion of net income) shall be excluded or included 
     in determining the extent to which the corresponding performance
     goal has been achieved, whichever will produce the higher award.

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

5.   No later than 90 days after the commencement of a
     performance period (or than such earlier or later date as
     may be the applicable deadline for compensation hereunder for such
     performance period to qualify as "performance-based" under
     section 162(m)(4)(C) of the Code), the Committee shall
     establish in writing the number of phantom performance
     shares which each person selected to participate in the
     LTPIP in such performance period shall be granted the
     opportunity to earn if the performance goals applicable to
     such performance period are achieved in whole or in part.
     In no event shall any participant be granted the opportunity
     to earn more than 50,000 shares (or the cash equivalent
     thereof) with respect to any performance period hereunder.
     (The foregoing amount represents the highest number of
     shares (or equivalent amount of cash) which any participant
     may be granted the opportunity to earn hereunder for any
     performance period if the maximum performance objectives for
     such performance period are attained). The foregoing amount
     shall be appropriately adjusted to reflect a change in
     corporate capitalization, such as a stock split or dividend,
     or a corporate transaction, such as any merger,
     consolidation, separation (including a spinoff or other
     distribution of property), reorganization, or partial or
     complete liquidation.

6.   Any phantom performance shares granted under this Plan shall
     be paid solely on account of the attainment of the
     performance goals established by the Compensation Committee
     with respect to such phantom performance shares, within the
     meaning of applicable Treasury regulations.  Payment of any
     such phantom performance shares shall also be contingent on
     continued employment by the Company, its Subsidiaries and
     Affiliates during the performance period to which such
     phantom performance shares relate.  The only exceptions to
     these rules apply in the event of termination of employment by
     reason of death or Disability (within the meaning of the
     Stock Performance Incentive Plan as amended by the Board of
     Directors on June 15, 1995 (SPIP)), or in the event of a
     Change of Control of the Company (within the meaning of the
     SPIP), during a performance period, in which case the
     following provisions shall apply.  In the event that the
     employment of a participant who has been granted phantom
     performance shares with respect to a performance period
     terminates by reason of death or Disability during such
     performance period, the participant shall be paid the cash
     value of the number of phantom performance shares, if any,
     that the participant would have earned for such performance 
     period if the participant's employment had not terminated 
     prior to the end of the performance period, multiplied by a 
     fraction the numerator of which shall be the number of full 
     calendar months elapsed in the performance period prior to the
     termination of employment and the denominator of which shall
     be 30, in the case of the first performance period, or 36,
     in the case of subsequent performance periods.  Such
     fractional amount shall be paid at the time payment would
     have been made if the participant's employmment had not
     terminated prior to the end of the performance period.
     In the case of a Change of Control during a performance period, 
     all phantom performance shares then outstanding shall become 
     fully vested, earned and payable as if maximum performance 
     levels were attained and shall be cashed out by the Company as 
     of the date the Change of Control occurs, if and to the extent 
     so provided in Article 8 of the SPIP.  An additional exception 
     shall apply in the event of termination of employment by reason 
     of Retirement during a performance period, but only if and to the 
     extent it will not prevent any award payable hereunder (other than 
     an award payable in the event of death, Disability, Change of Control
     or Retirement) from qualifying as "performance-based
     compensation" under section 162(m)(4)(C) of the Code.
     Subject to the preceding sentence, in the event that the
     employment of a participant who has been granted phantom
     performance shares with respect to a performance period
     terminates by reason of Retirement during such performance
     period, the participant may but need not (as the Committee
     may determine) be paid the cash value of the number of phantom 
     performance shares, if any, that the participant would have 
     earned for such performance period if the participant's employment 
     had not terminated prior to the end of the performance period, 
     multiplied by a fraction the numerator of which shall be the 
     number of full calendar months elapsed in the performance period 
     prior to termination of employment and the denominator of which shall
     be 30, in the case of the first performance period, or 36,
     in the case of subsequent performance periods.  Any such payment
     shall be made at the time payment would have been made if the
     participant's employment had not terminated prior to the end
     of the performance period.  A participant whose employment 
     terminates prior to the end of a performance period for any reason 
     not excepted above shall not be entitled to any payment for
     phantom performance shares granted to such participant for that 
     performance period.

7.   With respect to any phantom performance share granted
     hereunder, in no event shall the Committee have discretion
     to increase the amount of compensation payable that would
     otherwise be due upon attainment of the performance goals
     applicable to such phantom performance share.  This
     provision shall be administered in accordance with any
     applicable Treasury regulations under Code section 162(m).

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

9.   Payment of any awards granted under this LTPIP shall be
     contingent upon shareholder approval, prior to payment, of
     the material terms of the performance goals under which such
     awards are to be paid, in accordance with applicable
     Treasury regulations under Code section 162(m).  Unless and
     until such shareholder approval is obtained, no such award
     shall be paid.

10.  Subject to the provisions of paragraph 6 above relating to death,
     Disability, Change of Control and Retirement, payment of any award 
     granted under this LTPIP shall also be contingent upon the 
     Compensation Committee's certifying in writing that the performance 
     goals and any other material terms applicable to such award were in 
     fact satisfied, in accordance with applicable Treasury regulations 
     under Code section 162(m).  Unless and until the Committee so
     certifies, such award shall not be paid.

11.  Any amount payable to a participant hereunder shall be in
     addition to any other compensation to which the participant
     may be contractually entitled for such performance period
     pursuant to an employment agreement with the Company, unless
     such employment agreement provides otherwise.

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

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

14.  The Committee may amend or terminate the Plan at any time,
     provided that no such amendment or termination shall
     adversely affect any outstanding phantom performance share
     without the written consent of the participant.

15.  Any provision of this Plan to the contrary notwithstanding,
     (a) awards under this Plan are intended to qualify as
     performance-based compensation under Code Section
     162(m)(4)(C), and (b) any provision of the Plan that would
     prevent an award under the Plan from so qualifying shall be
     administered, interpreted and construed to carry out such
     intention and any provision that cannot be so administered,
     interpreted and construed shall to that extent be
     disregarded.