Exhibit 10
                           OWENS CORNING
                 STOCK PERFORMANCE INCENTIVE PLAN
                                 
      (as amended and restated effective January 1, 19991998)
                                 
                                 
ARTICLE 1. Establishment, Purpose, and Duration

   1.1  Establishment  of  the  Plan. Owens  Corning,  a  Delaware
corporation  (hereinafter  referred  to  as  the  "Company"),  has
previously established an incentive compensation plan known as the
"Owens  Corning Stock Performance Incentive Plan"  (such  Plan  as
amended  from time to time being hereinafter referred  to  as  the
"Plan"), as set forth in this document. The Plan permits the grant
of  Nonqualified Stock Options, Incentive Stock Options, and Stock
Bonuses (including Phantom Stock Bonuses and Restricted Stock).

   The  Board  of Directors of the Company approved  the  Plan  on
January  23, 1992, subject to ratification by an affirmative  vote
of  a  majority of Shares of Common Stock present and entitled  to
vote  at  the  1992  Annual Stockholders Meeting.  Following  such
ratification,  the  Plan  became  effective  May  1,   1992   (the
"Effective   Date").  The  Board  of  Directors  of  the   Company
thereafter  amended  the  Plan  on  June  15,  1995,  subject   to
stockholder  approval  of  the  amendments  at  the  1996   Annual
Stockholders  Meeting. The Plan as so amended became effective  as
of  June  15, 1995.  Pursuant to authority delegated by resolution
of  the  Board  of  Directors to the Company, the  Plan  has  been
amended  and  restated effective January 1, 1998  and  January  1,
1999,  and  shall  remain  in effect as provided  in  Section  1.3
herein.

   1.2  Purpose of the Plan. The purpose of the Plan is to promote
the  success  and enhance the value of the Company by linking  the
personal   interests   of  Participants  to   those   of   Company
stockholders. The Plan is further intended to provide  flexibility
to the Company in its ability to motivate, attract, and retain the
services  of  Participants  upon  whose  judgment,  interest,  and
special effort the successful conduct of its operation largely  is
dependent.

   1.3  Duration  of  the  Plan. The Plan shall  commence  on  the
Effective  Date,  as described in Section 1.1  herein,  and  shall
remain  in  effect, subject to the right of the Board of Directors
to  terminate the Plan at any time pursuant to Article  9  herein,
until  all  Shares  subject to it shall  have  been  purchased  or
acquired according to the Plan's provisions. However, in no  event
may  an  Award  be  granted under the Plan on or after  the  tenth
anniversary of the Plan's Effective Date.


ARTICLE 2. Definitions and Construction

   2.1 Definitions. Whenever used in the Plan, the following terms
shall  have the meanings set forth below and, when the meaning  is
intended, the initial letter of the word is capitalized:

      (a)  "Affiliates"  means  any  corporation  (other  than   a
  Subsidiary), partnership, joint venture, or any other entity  in
  which  the Company owns, directly or indirectly, at least a  ten
  percent (10%) Beneficial Ownership interest.
  
     (b)  "Award"  means,  individually or collectively,  a  grant
  under  this Plan of Nonqualified Stock Options, Incentive  Stock
  Options  or  Stock Bonuses (including Phantom Stock Bonuses  and
  Restricted Stock).
  
     (c)  "Beneficial  Owner" shall have the meaning  ascribed  to
  such  term  in  Rule 13d-3 of the General Rules and  Regulations
  under the Exchange Act.
  
     (d)  "Board"  or  "Board of Directors"  means  the  Board  of
  Directors of Owens Corning.
  
     (e) "Cause" means a felony conviction of a Participant or the
  failure  of a Participant to contest prosecution for  a  felony,
  or  a  Participant's  willful misconduct or dishonesty,  any  of
  which  is  directly and materially harmful to  the  business  or
  reputation of the Company, including any Subsidiary, Parent,  or
  Affiliate.
  
     (f)  "Change  of Control" of the Company shall be  deemed  to
  have  occurred  as  of the first day any  one  or  more  of  the
  following conditions shall have been satisfied:
  
        (i)  Any  Person  (other  than the  Company,  any  Company
     employee  benefit  plan (including its trustee),  any  Person
     acting  on behalf of the Company in a distribution  of  stock
     to  the public, or any entity owned directly or indirectly by
     the  stockholders (immediately prior to such transaction)  of
     the  Company in substantially the same proportions  as  their
     ownership  of  the  Company)  is or  becomes  the  Beneficial
     Owner,  directly or indirectly, of securities of the  Company
     representing  fifteen percent (15%) or more of  the  combined
     voting  power  of  the  then outstanding  securities  of  the
     Company  entitled  to  vote  generally  in  the  election  of
     Directors; or
     
        (ii)  The occurrence of any transaction or event  relating
     to  the  Company that is required to be reported in  response
     to  the  requirements  of  Item 5(f)  of  Schedule  13E-3  of
     Regulation 13A of the Exchange Act; or
     
        (iii) When, during any period of two (2) consecutive years
     during  the  existence of the Plan, the individuals  who,  at
     the  beginning  of  such  period,  constitute  the  Board  of
     Directors  of  the Company, cease for any reason  other  than
     death to constitute at least a majority thereof, unless  each
     Director  who  was  not a Director at the beginning  of  such
     period was elected by, or on the recommendation of, at  least
     two-thirds of the Directors at the beginning of such  period,
     provided   that   any  Director  elected   by   or   on   the
     recommendation  of at least two-thirds of  the  Directors  at
     the  beginning  of  any  such two (2) year  period  shall  be
     treated  as if he or she had been a Director at the beginning
     of such period; or
     
        (iv) The occurrence of a transaction requiring stockholder
     approval  for  the acquisition of the Company  by  an  entity
     other  than  the Company or a Subsidiary through purchase  of
     assets, or by merger, or otherwise.
     
     (g)  "Change-of-Control Price" means the  highest  price  per
  Share  of  Company Common Stock paid in any transaction reported
  on  the  New York Stock Exchange Composite Tape, or paid in  any
  transaction related to a Potential or actual Change  of  Control
  of  the  Company  at  any time during the preceding  sixty  (60)
  calendar day period, as determined by the Committee.
  
     (h)  "Code"  means  the Internal Revenue  Code  of  1986,  as
  amended from time to time.
  
     (i)  "Committee"  means the committee  of  two  (2)  or  more
  Directors  appointed  by the Board to administer  the  Plan,  as
  further   provided  in  Article  3  herein.  When  used  herein,
  "Committee"  shall also include any person or  persons  to  whom
  the  Committee's authority has been lawfully delegated  pursuant
  to Article 3.
  
     (j)  "Company"  means Owens Corning, a Delaware  corporation,
  and any successor thereto as provided in Article 14 herein.
  
     (k)  "Director" means any individual who is a member  of  the
  Board of Directors of the Company.
  
     (l) "Disability" or "Disabled" means disability as determined
  under  the  long-term  disability  program  of  the  Company,  a
  Subsidiary or Affiliate applicable to the Employee.
  
     (m)  ''Employee''  means any employee of  the  Company  or  a
  Subsidiary, including part time employees and employees who  are
  represented  by  a collective bargaining agent with  respect  to
  such employment.
  
     (n)  ''Exchange  Act'' means the Securities Exchange  Act  of
  1934,  as  amended  from  time to time,  or  any  successor  Act
  thereto.
  
     (o)  ''Fair Market Value'' means, as of any given  date,  (i)
  with  respect to Incentive Stock Options, the closing sale price
  of  the  Stock  on  such  date on the New  York  Stock  Exchange
  Composite  Tape;  and  (ii) with respect to  Nonqualified  Stock
  Options  and  any  other Awards under the Plan  not  related  to
  Incentive Stock Options, the closing sale price of the Stock  on
  such date on the New York Stock Exchange Composite Tape, or,  if
  (and only if) the Committee in its discretion so specifies,  the
  average  on such date of the closing price of the Stock on  each
  day  on  which the Stock is traded over a period  of  up  to  20
  trading  days  immediately prior to such date. However,  if  the
  foregoing  method  of  determining  Fair  Market  Value  is  not
  consistent  with  any then applicable regulations  of  the  U.S.
  Secretary  of  the  Treasury, then Fair Market  Value  shall  be
  determined in accordance with those regulations.
  
     (p) ''Incentive Stock Options'' or ''ISO'' means an option to
  purchase  Shares,  granted under Article  6  herein,  which  the
  Committee  designates  as  an  Incentive  Stock  Option  and  is
  intended  by  the  Committee to qualify for  the  tax  treatment
  applicable to incentive stock options under Section 422  of  the
  Code.
  
     (q) ''Insider'' shall mean an Employee whose transactions  in
  equity  securities of the Company are, at the time an  Award  is
  made  under  this  Plan, subject to Section 16 of  the  Exchange
  Act.
  
     (r) ''Nonqualified Stock Option'' or ''NQSO'' means an option
  to  purchase  Shares, granted under Article 6 herein,  which  is
  not  intended by the Committee to qualify for the tax  treatment
  applicable to incentive stock options under Section 422  of  the
  Code.
  
     (s)  ''Option'' or ''Stock Option'' means an Incentive  Stock
  Option  or  a Nonqualified Stock Option granted under Article  6
  herein.
  
     (t) ''Option Price'' means the price at which a Share may  be
  purchased  by a Participant pursuant to an Option, as determined
  by  the  Committee,  and  as further described  in  Section  6.3
  herein.
  
     (u)  ''Parent'' shall have the meaning ascribed to such  term
  in  Rule  12b-2 of the General Rules and Regulations  under  the
  Exchange Act.
  
     (v)  ''Participant''  means  a  current  or  former  eligible
  Employee who has outstanding an Award granted under the Plan.
  
     (w)  ''Period of Restriction'' means the period during  which
  the  transfer of Shares of Restricted Stock is limited  in  some
  way   (based  on  the  passage  of  time,  the  achievement   of
  performance  goals, or upon the occurrence of  other  events  as
  determined by the Committee, at its discretion), and the  Shares
  are subject to a substantial risk of forfeiture, as provided  in
  Article 7 herein.
  
     (x)  ''Person'' shall have the meaning ascribed to such  term
  in  Section  3(a)(9) of the Exchange Act and  used  in  Sections
  13(d)(3) and 14(d)(2) thereof, including a ''group'' as  defined
  in Section 13(d).
  
     (y)  ''Phantom  Stock Bonus Award'' means an amount  of  cash
  that  is determined by reference to the Fair Market Value  of  a
  designated  number of Shares, which is paid to  an  Employee  or
  which  the Committee agrees to pay to an Employee in the  future
  in  lieu of, or as a supplement to, any other compensation  that
  may  have been earned by services rendered prior to the  payment
  date,  subject  to such terms and conditions  (if  any)  as  the
  Committee may impose. Phantom Stock Bonus Awards are a  specific
  type of Stock Bonus Award.
  
     (z) ''Potential Change of Control'' of the Company shall mean
  the occurrence of one or more of the following:
  
        (i)  The  entering into an agreement by the  Company,  the
     consummation  of which would result in a Change  of  Control;
     or
     
        (ii) The acquisition of Beneficial Ownership, directly  or
     indirectly,  by  any  Person (other  than  the  Company,  any
     Company  employee benefit plan (including its  trustee),  any
     Person  acting on behalf of the Company in a distribution  of
     stock  to  the  public,  or  any  entity  owned  directly  or
     indirectly  by  the stockholders (immediately  prior  to  the
     acquisition)  of  the  Company  in  substantially  the   same
     proportions as their ownership of the Company) of  securities
     of  the Company representing five percent (5%) or more of the
     combined  voting  power  of  the Company's  then  outstanding
     securities, and the adoption by the Board of Directors  of  a
     resolution  to the effect that a Potential Change of  Control
     of the Company has occurred for purposes of this Plan.
     
     (aa)  ''Restricted  Stock''  means  an  Award  granted  to  a
  Participant pursuant to Article 7 herein.
  
     (bb) ''Retirement'' means termination of employment with  the
  Company,  its Subsidiaries and Affiliates at or after attainment
  of  age 55 with a vested retirement benefit under a pension plan
  of the Company, a Subsidiary or Affiliate.
  
     (cc)  ''Share(s)'' or ''Stock'' means the  Shares  of  common
  stock, $0.10 par value, of Owens Corning.
  
     (dd) ''Stock Bonus Award'' means Shares, or an amount of cash
  that  is  determined by reference to the Fair  Market  Value  of
  Shares,  which  is distributed or paid to an Employee  or  which
  the  Committee agrees to distribute or pay in the future in lieu
  of,  or as a supplement to, any other compensation that may have
  been  earned  by services rendered prior to the distribution  or
  payment  date, subject to such terms and conditions (if any)  as
  the  Committee may impose. The amount of any Stock  Bonus  Award
  payable  in  Shares may but need not be determined by  reference
  to  the  Fair Market Value of Stock. Phantom Stock Bonus  Awards
  and  Restricted Stock Awards are specific types of  Stock  Bonus
  Awards.
  
     (ee)  ''Subsidiary''  means  any  corporation  in  which  the
  Company  owns,  directly or indirectly, at least  fifty  percent
  (50%)  of  the  total combined voting power of  all  classes  of
  stock,  or  any  other entity (including, but  not  limited  to,
  partnerships  and joint ventures) in which the Company  owns  at
  least fifty percent (50%) of the combined equity thereof.
  
     (ff)  ''Year'' or ''Plan Year'' means each consecutive twelve
  (12) month period beginning January 1 and ending December 31.
  
   2.2 Gender and Number. Except where otherwise indicated by  the
context,  any  masculine term used herein also shall  include  the
feminine, the plural shall include the singular, and the  singular
shall include the plural.

   2.3  Severability. In the event any provision of the Plan shall
be  held  illegal  or invalid for any reason,  the  illegality  or
invalidity shall not affect the remaining parts of the  Plan,  and
the  Plan  shall  be construed and enforced as if the  illegal  or
invalid provision had not been included.

ARTICLE 3. Administration

   3.1  The  Committee.  The Plan shall  be  administered  by  the
Compensation  Committee of the Board, its lawful designee,  or  by
any  other Committee appointed by the Board consisting of not less
than  two  (2) Directors who are not Employees. Unless  the  Board
determines otherwise, the Committee shall be comprised exclusively
of  Directors  who  are  not Employees  and  who  (i)  qualify  to
administer  the  Plan under Rule 16b-3 under the Exchange  Act  as
such Rule may be in effect from time to time (''SEC Rule 16b-3''),
and  (ii) are ''outside directors'' within the meaning of  Section
162(m)(4)(C)  of the Code. The members of the Committee  shall  be
appointed  from time to time by, and shall serve at the discretion
of, the Board of Directors.

   3.2  Authority of the Committee. The Committee,  including  its
designee, shall have full power, subject to the provisions herein,
to  select Employees to whom Awards are granted; to determine  the
size,  types,  and  frequency  of  Awards  granted  hereunder;  to
determine  the  terms and conditions of such Awards  in  a  manner
consistent  with  the  Plan;  to  establish  and  administer   any
performance  goals applicable to awards hereunder and  to  certify
that  any  such goals are attained; to construe and interpret  the
Plan  and any agreement or instrument entered into under the Plan;
to establish, amend, or waive rules and regulations for the Plan's
administration;  and  to amend the terms  and  conditions  of  any
outstanding  Award  to the extent such terms  and  conditions  are
within  the discretion of the Committee as provided in  the  Plan.
Further,  the Committee shall make all other determinations  which
may  be necessary or advisable for the administration of the Plan.
To the extent permitted by law, and to the extent allowable by SEC
Rule  16b-3,  the  Committee  may  delegate  its  authorities   as
identified hereunder.

   3.3 Rule 16b-3 Requirements; Code Section 162(m). Any provision
of the Plan to the contrary notwithstanding: (i) the Committee may
impose  such conditions on any Award as it may determine,  on  the
advice  of  counsel,  are necessary or desirable  to  satisfy  any
exemption  from  Section  16 of the Exchange  Act  for  which  the
Company  intends  transactions by Insiders to  qualify,  including
without  limitation SEC Rule 16b-3; (ii) transactions by  or  with
respect to Insiders shall comply with any applicable conditions of
SEC  Rule  16b-3 unless the Committee determines otherwise;  (iii)
transactions with respect to persons whose remuneration would  not
be   deductible  by  the  Company  but  for  compliance  with  the
provisions  of Section 162(m)(4)(C) of the Code shall  conform  to
the  requirements of Section 162(m)(4)(C) of the Code  unless  the
Committee determines otherwise; (iv) the Plan is intended to  give
the  Committee  the  authority to grant  awards  that  qualify  as
performance-based compensation under Code Section 162(m)(4)(C)  as
well  as  awards that do not so qualify; and (v) any provision  of
the  Plan  that  would prevent the Committee from  exercising  the
authority  referred to in clause (iv) above or that would  prevent
an  award  that  the Committee intends to qualify as  performance-
based  compensation  under  Code  Section  162(m)(4)(C)  from   so
qualifying  or  that  would prevent any  transaction  by  or  with
respect to an Insider from complying with any applicable condition
of   SEC  Rule  16b-3  with  which  the  Committee  intends   such
transaction to comply, or that would prevent any transaction by or
with  respect to an Insider from qualifying for any exemption from
Section 16 of the Exchange Act for which the Company intends  such
transaction  to  qualify  (including SEC  Rule  16b-3),  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.

   3.4 Decisions Binding. All determinations and decisions made by
the  Committee  pursuant to the provisions of  the  Plan  and  all
related  orders or resolutions of the Board of Directors shall  be
final,  conclusive,  and  binding on all  persons,  including  the
Company,  its  stockholders, Employees,  Participants,  and  their
estates and beneficiaries.


ARTICLE 4. Shares Subject to the Plan

   4.1  Number  of  Shares. Subject to adjustment as  provided  in
Section 4.2 herein, the total number of Shares available for grant
under the Plan in each calendar year, during any part of which the
Plan  is  effective,  shall  be two  percent  (2%)  of  the  total
outstanding  Shares  as of the first day of  such  calendar  year;
provided,  however, that Shares not granted in any  calendar  year
may be carried forward and granted in any of the three immediately
subsequent  calendar  years (in addition to the  new  Shares  made
available  in  those  years). The maximum number  of  Shares  with
respect  to  which Options may be granted to any Employee  in  any
calendar  year  shall be twenty-five percent (25%)  of  the  total
number  of  Shares  available for grant under  the  Plan  in  such
calendar year.

   No  more  than  500,000  Shares may be  issued  or  transferred
pursuant  to Incentive Stock Options granted under this  Plan.  No
more  than one-half percent (.5%) of the total outstanding  Shares
as  of  the first day of any calendar year may be granted in  that
year in the form of Stock Bonuses (including Phantom Stock Bonuses
and Restricted Stock). However, unused Shares carried forward from
previous  years shall retain their character such that  this  one-
half   percent   (.5%)   limitation  shall  increase   in   direct
relationship to those unused Shares reserved for Stock Bonuses  in
the prior three years.

   The Company may increase the Shares available for Awards in any
calendar  year  through  an advance of up to  twenty-five  percent
(25%)  of  the subsequent year's allocation (determined  by  using
twenty-five percent (25%) of the current year's allocation),  with
such  Shares  retaining their character as to  Stock  Bonus  grant
availability. Any Shares granted hereunder may consist, in  whole,
or  in  part, of authorized and unissued Shares or Treasury Shares
or  Shares purchased in the open market or in private transactions
for purposes of the Plan.

   4.2  Adjustments  in Authorized Shares. In  the  event  of  any
merger,     reorganization,    consolidation,    recapitalization,
separation,  liquidation,  stock  dividend,  stock  split,   Share
combination,  or  other change in the corporate structure  of  the
Company  affecting the Shares, a substitution or adjustment  shall
be  made  in the number and class of Shares which may be delivered
under  the  Plan, and in the number and class of and/or  price  of
Shares  subject  to  outstanding Options and  Stock  Bonus  awards
(including  any  Restricted Stock granted hereunder),  as  may  be
determined  to  be appropriate and equitable by the Committee,  in
its sole discretion, to prevent dilution or enlargement of rights;
and  further  provided that the number of Shares  subject  to  any
Award shall always be a whole number.

  4.3 Charging of Shares. If any Shares subject to an Award or, in
the  case  of a Phantom Stock Bonus Award, the cash value  of  any
Shares  on  which  such  Award  is based,  shall  not  be  issued,
transferred or paid to an Employee and shall cease to be issuable,
transferable or payable to an Employee because of the termination,
expiration or cancellation, in whole or in part, of such Award  or
for  any other reason, or if any such Shares shall, after issuance
or transfer, be reacquired by the Company because of an Employee's
failure to comply with or satisfy the terms and conditions  of  an
Award, the Shares not so issuable or transferable or, in the  case
of a Phantom Stock Bonus Award, the Shares the cash value of which
has  ceased  to  be  payable, or the Shares so reacquired  by  the
Company,  as  the case may be, shall no longer be charged  against
the  limitations provided for in section 4.1 above, may  again  be
made subject to Awards, and shall be added to the number of Shares
available for grant under the Plan in the calendar year  in  which
the  Shares  cease to be issuable or transferable, the cash  value
ceases to be payable or the Shares are reacquired (as the case may
be).


ARTICLE 5. Eligibility and Participation

   5.1 Eligibility. All Employees shall be eligible to be selected
to participate in this Plan, including Employees who are Directors
but excluding Directors who are not Employees.

  5.2 Actual Participation. Subject to the provisions of the Plan,
the  Committee  may, from time to time, select from  all  eligible
Employees,  those  to  whom  Awards shall  be  granted  and  shall
determine the nature and amount of each Award. Awards may be  made
on  a  stand-alone  basis  or  in conjunction  with  other  Awards
hereunder. Except as provided otherwise in Section 6.1 below,  the
grant  of  any  award may be effective on the date  on  which  the
Committee  acts to grant the award or on any earlier or subsequent
date  specified by the Committee, and the effective date specified
by  the  Committee shall be considered the date of  grant  of  the
award for all purposes of this Plan.


ARTICLE 6. Stock Options

  6.1 Grant of Options. Subject to the terms and provisions of the
Plan,  the Committee may grant Options under this Plan to eligible
Employees at any time and from time to time, whether or  not  they
are   eligible   to   receive  similar  or  dissimilar   incentive
compensation  under any other plan or arrangement of the  Company.
Options may be granted in the form of ISOs, NQSOs or a combination
thereof. Nothing in this Article 6 shall be deemed to prevent  the
grant of NQSOs in excess of the maximum established by Section 422
of  the Code. The grant of any option may be effective on the date
on  which  the  Committee  acts to grant  the  option  or  on  any
subsequent date specified by the Committee, and the effective date
specified by the Committee shall be considered the date  of  grant
of the option for all purposes of this Plan.

   6.2  Options  to  be  in Writing. Each Option  grant  shall  be
evidenced  in a writing signed by a representative of the  Company
duly  authorized  to do so, that shall specify or  incorporate  by
reference the Option Price, the duration of the Option, the number
of  Shares to which the Option pertains, and such other provisions
as  are provided hereunder and any other terms and conditions that
may  be imposed by the Committee. The Option instrument also shall
specify  whether  the Option is an Incentive  Stock  Option  or  a
Nonqualified Stock Option.

   6.3  Option  Price. In no case shall the Option  Price  of  any
Option  granted  under this Plan be less than one hundred  percent
(100%)  of the Fair Market Value of a Share on the date the Option
is granted.

   6.4  Duration of Options. Each Option shall expire at such time
as  determined  at the time of grant; provided, however,  that  no
Option   shall   be  exercisable  later  than  the  tenth   (10th)
anniversary date of its grant.

  6.5 Exercise of Options. Options granted under the Plan shall be
exercisable  at  such times and be subject to  such  restrictions,
terms  and  conditions  as the Committee shall  in  each  instance
approve,  which need not be the same for each grant  or  for  each
Participant. However, except as provided in Article 8  herein,  in
no event may any Option granted under this Plan become exercisable
prior to six (6) months following the date of its grant.

   Options shall be exercised by the delivery of a written  notice
of  exercise  to the Company, or by giving the Company  notice  of
such  exercise  by such other means as the Company may  permit  in
accordance with applicable law, setting forth the number of Shares
with  respect to which the Option is to be exercised,  accompanied
by full payment.

  The Option Price upon exercise of any Option shall be payable to
the  Company in full either: (a) in cash or its equivalent; or (b)
by tendering previously acquired Shares having a Fair Market Value
at  the time of exercise equal to the total Option Price (provided
that  the  Shares which are tendered must have been  held  by  the
Participant for at least six (6) months prior to their  tender  or
for  such  other  period of time, if any,  as  the  Committee  may
direct); or (c) by a combination of (a) and (b).

  The Option Price shall also be deemed fully paid if and when the
Company  receives documentation that it determines  satisfies  the
cashless  exercise  provisions  of  the  Federal  Reserve  Board's
Regulation T, or when the Option Price is paid by any other  means
which  the  Committee determines to be consistent with the  Plan's
purpose and applicable law.

  As soon as practicable after receipt of notification of exercise
acceptable  to  the  Company  and  full  payment  (including   tax
withholding requirements, if any, as further provided  in  Article
12  herein), the Company shall deliver to the Participant, in  the
Participant's  name,  in the name of the Participant  and  another
person as joint tenants with rights of survivorship, or in nominee
or  street  name on behalf of the Participant (as the  Participant
may  direct  and  the Committee may permit) Share certificates  or
brokerage    account    credit    (electronically,    via     DWAC
(Deposit/Withdrawal As Custodian) in an appropriate  amount  based
upon the number of Shares purchased under the Option(s).

   6.6  Restrictions.  At the time of grant, restrictions  may  be
imposed  on  any  Shares acquired pursuant to the exercise  of  an
Option under the Plan, including, without limitation, restrictions
under  applicable Federal securities laws, under the  requirements
of  any  stock exchange or market upon which such Shares are  then
listed  and/or traded, and under any blue sky or state  securities
laws applicable to such Shares.

   6.7  Termination  of  Employment Due to Death,  Disability,  or
Retirement.

   (a)  Termination  by Death. In the event the  employment  of  a
participant with the Company and its Subsidiaries is terminated by
reason  of  death,  any  outstanding  Options  may  thereafter  be
immediately exercised, to the extent then exercisable (or on  such
accelerated  basis as the Committee shall determine  at  or  after
grant),  by  the  legal representative of the  estate  or  by  the
legatee  of  the  optionee under the will of the optionee,  for  a
period  of  three years and six months (or such shorter period  as
the  Committee shall specify at or after grant) from the  date  of
such  death  or until the expiration of the stated  term  of  such
Option, whichever period is shorter.

   (b)  Termination  by Disability. If a Participant's  employment
with  the  Company and its Subsidiaries terminates  by  reason  of
Disability,  any  Stock  Option  held  by  such  Participant   may
thereafter be exercised, to the extent it was exercisable  at  the
time  of  termination  due to Disability (or on  such  accelerated
basis as the Committee shall determine at or after grant), but may
not  be  exercised after (i) three years and six months  (or  such
shorter  period as the Committee shall specify at or after  grant)
from  the  date  of such termination of employment,  or  (ii)  the
expiration  of  the  stated term of such Stock  Option,  whichever
period  is  shorter; provided, however, that, if  the  Participant
dies  within such three-year-and-six-month period (or such shorter
period  as  the  Committee shall specify at or after  grant),  any
unexercised Stock Option held by such Participant shall thereafter
be  exercisable to the extent to which it was exercisable  at  the
time  of  death  for a period of twelve months  (or  such  shorter
period as the Committee shall specify at or after grant) from  the
date  of  such death or for the stated term of such Stock  Option,
whichever  period  is  shorter. If an Incentive  Stock  Option  is
exercised after the expiration of the exercise periods that  apply
for  purposes of Section 422 of the Code, such Stock Option  shall
thereafter be treated as a Nonqualified Stock Option.

   (c)  Termination  by Retirement. If a Participant's  employment
with  the Company and its Subsidiaries is terminated by reason  of
Retirement,  any  Stock  Option  held  by  such  Participant   may
thereafter  be exercised to the extent it was exercisable  at  the
time  of  such  Retirement (or on such accelerated  basis  as  the
Committee  shall  determine at or after grant),  but  may  not  be
exercised  after  five  years  (or  such  shorter  period  as  the
Committee shall specify at or after grant) from the date  of  such
termination of employment or the expiration of the stated term  of
such Stock Option, whichever period is shorter; provided, however,
that,  if  the Participant dies within such five year  period  (or
such  shorter  period  as the Committee may specify  at  or  after
grant),  any  unexercised Stock Option held  by  such  Participant
shall  thereafter be exercisable, to the extent to  which  it  was
exercisable at the time of death, for the shorter of (i) and  (ii)
where (i) is a period of twelve months (or such shorter period  as
the  Committee shall specify at or after grant) from the  date  of
such  death  or, if longer, the remainder of such  five  year  (or
shorter)  period from the date of such termination of  employment,
and (ii) is the expiration of the stated term of the Stock Option.
In the event of termination of employment by reason of Retirement,
if  an Incentive Stock Option is exercised after the expiration of
the exercise periods that apply for purposes of Section 422 of the
Code,  such  Stock  Option  shall  thereafter  be  treated  as   a
Nonqualified Stock Option.

    6.8  Termination  of  Employment  for  Other  Reasons.  Unless
otherwise  determined by the Committee at or  after  grant,  if  a
Participant's  employment with the Company  and  its  Subsidiaries
terminates  voluntarily  (other than by reason  of  Retirement  or
under  circumstances constituting Cause), the Stock  Option  shall
thereupon  terminate,  except  that  such  Stock  Option  may   be
exercised  to  the  extent  it  was exercisable  at  the  time  of
termination  of  employment for the lesser of one  year  (or  such
shorter  period  as the Committee may specify at or  after  grant)
from  the  date of employment termination or the balance  of  such
Stock  Option's  term.  If  a Participant's  employment  with  the
Company  and its Subsidiaries is involuntarily terminated  by  the
Company  without  Cause,  the  Option shall  thereupon  terminate,
except  that it may thereafter be exercised to the extent  it  was
exercisable at the time of termination of employment (or  on  such
accelerated  basis as the Committee shall determine  at  or  after
grant) for the lesser of five years (or such shorter period as the
Committee  may  specify  at  or after  grant)  from  the  date  of
employment termination or the balance of such Stock Option's term.

   If  the employment of a Participant shall terminate for  Cause,
all  outstanding Options held by the Participant immediately shall
be  forfeited  to  the Company and no additional  exercise  period
shall be allowed, regardless of the vested status of the Options.

   6.9 Nontransferability of Options. No Option granted under  the
Plan  may  be  sold, transferred, pledged, assigned, or  otherwise
alienated  or hypothecated, other than by will or by the  laws  of
descent  and  distribution. Further,  all  Options  granted  to  a
Participant under the Plan shall be exercisable during his or  her
lifetime  only by such Participant. Notwithstanding the  foregoing
and  any  other  provision of the Plan to  the  contrary,  if  the
Committee  so  permits,  Options  may  be  transferred  (i)  by  a
Participant   who   is  a  member  of  a  group  of   Participants
specifically designated by the Committee as eligible  to  transfer
Options  pursuant to such uniform guidelines as the Committee  may
establish  for  this purpose from time to time, or (ii)  following
the  death  of a Participant, to a beneficiary designated  by  the
Participant in accordance with Article 10 below.


ARTICLE 7. Restricted Stock

   7.1  Grant  of  Restricted  Stock. Subject  to  the  terms  and
provisions  of  the  Plan,  Restricted Stock  may  be  granted  to
eligible  Employees at any time and from time to time, whether  or
not  they  are eligible to receive similar or dissimilar incentive
compensation  under any other plan or arrangement of the  Company.
The  purchase price for Shares of Restricted Stock shall be  equal
to their par value per Share.

   7.2  Restricted  Stock Agreement. Each Restricted  Stock  grant
shall  be  evidenced  by a Restricted Stock Agreement  that  shall
specify  the  Period  of Restriction, or Periods,  the  number  of
Restricted  Stock  Shares granted, and such  other  provisions  as
provided hereunder or as the Committee may impose.

   7.3  Nontransferability of Restricted Stock. Except as provided
in  this  Article  7,  the  Shares  of  Restricted  Stock  granted
hereunder  may  not  be sold, transferred, pledged,  assigned,  or
otherwise  alienated  or  hypothecated  until  the  end   of   the
applicable  Period of Restriction as specified in  the  Restricted
Stock  Agreement and the satisfaction of any conditions determined
at  the  time  of  grant  and specified in  the  Restricted  Stock
Agreement. However, except as provided in Article 8 herein, in  no
event  may  any  Restricted Stock granted under  the  Plan  become
vested in a Participant prior to six (6) months following the date
of  its  grant.  All rights with respect to the  Restricted  Stock
granted to a Participant under the Plan shall be available  during
his or her lifetime only to such Participant.

   7.4  Other Restrictions. The Committee shall impose such  other
restrictions on any Shares of Restricted Stock granted pursuant to
the Plan as it may deem advisable including, without limitation, a
required  purchase  price imposed upon Participants,  restrictions
based upon the achievement of specific performance goals (Company-
wide,  divisional,  and/or individual), and/or restrictions  under
applicable  Federal or state securities laws; and may  legend  the
certificates  representing Restricted Stock  to  give  appropriate
notice  of  such  restrictions.  Further,  the  Committee  at  its
discretion, may require that the Shares evidencing such Restricted
Stock  grants be held in custody by the Company until any  or  all
restrictions thereon shall have lapsed.

   7.5  Certificate Legend. In addition to any legends  placed  on
certificates  pursuant  to  Section 7.4 herein,  each  certificate
representing  Shares of Restricted Stock granted pursuant  to  the
Plan shall bear the following legend:

      "The   sale  or  other  transfer  of  the  Shares  of  Stock
  represented    by    this   certificate,   whether    voluntary,
  involuntary,  or  by  operation of law, is  subject  to  certain
  restrictions  on  transfer as set forth  in  the  Owens  Corning
  Stock  Performance Incentive Plan, and in the related Restricted
  Stock  Agreement.  A copy of the Plan and such Restricted  Stock
  Agreement may be obtained from the Secretary of Owens Corning."
  
   7.6  Removal of Restrictions. Except as otherwise  provided  in
this  Article  7,  Shares  of Restricted  Stock  covered  by  each
Restricted  Stock  grant made under the Plan shall  become  freely
transferable by the Participant after the last day of  the  Period
of  Restriction, provided the applicable conditions to vesting  of
such Shares have been fulfilled. Once the Shares are released from
the  restrictions, the Participant shall be entitled to  have  the
legend  required  by Section 7.5 removed from  his  or  her  Share
certificate.

  7.7 Voting Rights. During the Period of Restriction and prior to
any  forfeiture  of  the Shares, Participants  holding  Shares  of
Restricted Stock granted hereunder may exercise full voting rights
with respect to those Shares.

   7.8  Dividends and Other Distributions. During  the  Period  of
Restriction   and  prior  to  any  forfeiture   of   the   Shares,
Participants holding Shares of Restricted Stock granted  hereunder
shall be entitled to receive all dividends and other distributions
paid  with respect to those Shares while they are so held. If  any
such  dividends  or distributions are paid in Shares,  the  Shares
shall  be subject to the same restrictions on transferability  and
forfeitability as the Shares of Restricted Stock with  respect  to
which they were paid.

   7.9  Termination of Employment. The Committee may but need  not
provide  at  or  after  the  grant of  Restricted  Stock  for  the
restrictions  on all or any designated portion of  the  Shares  of
Restricted  Stock  to  lapse in the event  of  death,  Disability,
Retirement or other designated termination of employment.


ARTICLE 7A. Stock Bonuses

   7A.1  Except as otherwise provided in section 15.3, Stock Bonus
Awards shall be subject to the following provisions:

     (a)  An eligible Employee may be granted a Stock Bonus  Award
  whether  or  not he is eligible to receive similar or dissimilar
  incentive  compensation under any other plan or  arrangement  of
  the Company.
  
     (b)  Shares  subject  to a Stock Bonus Award  (other  than  a
  Phantom  Stock Bonus Award) may be issued or transferred  to  an
  Employee,  and the cash value of the Shares on which  a  Phantom
  Stock  Bonus Award is based may be paid to an Employee,  at  the
  time  such Award is granted, or at any time subsequent  thereto,
  or  in installments from time to time, and subject to such terms
  and  conditions, as the Committee shall determine. In the  event
  that  any such issuance, transfer or payment shall not  be  made
  to  the  Employee  at  the  time  such  Award  is  granted,  the
  Committee  may  but  need  not  provide  for  payment  to   such
  Employee, either in cash or Shares, from time to time or at  the
  time  or  times  such Shares shall be issued or  transferred  or
  cash  shall  be paid to such Employee, of amounts not  exceeding
  the dividends which would have been payable to such Employee  in
  respect  of such Shares (as adjusted under section 4.2) if  such
  Shares  had been issued or transferred to such Employee  at  the
  time such Award was granted.
  
     (c)  Any  Stock  Bonus Award may, in the  discretion  of  the
  Committee,  be  settled in cash, on each date  on  which  Shares
  would  otherwise have been delivered or become unrestricted,  in
  an  amount  equal to the Fair Market Value on such date  of  the
  Shares  which  would  otherwise have been  delivered  or  become
  unrestricted. A Phantom Stock Bonus Award shall be payable  only
  in  the  form of cash. Subject to Section 4.3 above, the  Shares
  subject to a Stock Bonus Award (including a Phantom Stock  Bonus
  Award)  shall  be  deducted from the number of Shares  available
  for  grant under the Plan, whether the Award is settled  in  the
  form of cash or Shares.
  
     (d)  Stock  Bonus Awards shall be subject to such  terms  and
  conditions, including, without limitation, restrictions  on  the
  sale  or  other  disposition  of any  Shares  to  be  issued  or
  transferred  pursuant to such Award, and conditions calling  for
  forfeiture  of the Award or the Shares issued or transferred  or
  cash  paid pursuant thereto in designated circumstances, as  the
  Committee  shall  determine; provided, however,  that  upon  the
  issuance  or transfer of Shares to an Employee pursuant  to  any
  such  Award,  the recipient shall, with respect to such  Shares,
  be  and  become a shareholder of the Company fully  entitled  to
  receive  dividends, to vote and to exercise all other rights  of
  a  stockholder  except to the extent otherwise provided  in  the
  Award.  All or any portion of a Stock Bonus Award may  but  need
  not  be  made  in  the form of a Restricted  Stock  Award  or  a
  Phantom Stock Bonus Award.
  
     (e)  Each Stock Bonus Award shall be evidenced in a  writing,
  signed by a representative of the Company duly authorized to  do
  so, which shall be consistent with and subject to this Plan.
  
  
ARTICLE 8. Change of Control

   8.1  Acceleration  and Cashout. Subject to  the  provisions  of
Section 8.2 herein, upon the occurrence of a Change of Control  of
the  Company,  or,  if  and to the extent  so  determined  by  the
Committee  in writing at or after grant (subject to any  right  of
approval expressly reserved by the Committee at the time  of  such
determination), in the event of a Potential Change of  Control  of
the  Company,  unless  specifically prohibited  by  the  terms  of
Article 15 herein:

     (a)  Any  Stock  Options awarded under the  Plan  immediately
  shall become fully vested and exercisable;
  
     (b)  Any  restrictions  and other  conditions  pertaining  to
  outstanding  Stock Bonuses (including Phantom Stock Bonuses  and
  Restricted   Stock),  including  but  not  limited  to   vesting
  requirements, immediately shall lapse; and
  
     (c)  The  value  of all outstanding Stock Options  and  Stock
  Bonuses  (including Phantom Stock Bonuses and Restricted  Stock)
  shall,  to  the extent determined by the Committee at  or  after
  grant,  be cashed out by the Company on the basis of the Change-
  of-Control  Price (or, in the case of Incentive  Stock  Options,
  Fair  Market Value) as of the date the Change of Control occurs,
  or  Potential Change of Control is determined to have  occurred,
  or  such other date as the Committee may determine prior to  the
  occurrence  of  the  Change of Control or  Potential  Change  of
  Control.
  
Notwithstanding the foregoing provisions of this Section 8.1,  the
Committee may determine, in its sole discretion, that no Change of
Control  or  Potential Change of Control shall be deemed  to  have
occurred  with  respect to a Participant  (i)  by  reason  of  any
actions   or   events  (''Interested  Actions'')  in   which   the
Participant  acts in a capacity other than as a director,  officer
or  employee  of the Company (or a Subsidiary or Affiliate,  where
applicable),  or  (ii) with respect to any such  action  or  event
occurring within 90 days following the public announcement of  any
Interested  Actions,  regardless of  whether  the  Participant  is
interested in such action or event.

   8.2  Award Replacement. Notwithstanding Section 8.1 herein,  no
acceleration   of  vesting  and  exercisability,  nor   lapse   of
restrictions  and  other  conditions,  nor  cashout  shall   occur
(pursuant to Sections 8.1(a), (b), and (c) herein) for outstanding
Awards granted hereunder if the Committee reasonably determines in
good faith, prior to the Change of Control or Potential Change  of
Control,  that  such Awards shall be honored or  assumed,  or  new
rights substituted therefor (such honored, assumed, or substituted
award   hereinafter  called  an  ''Alternative   Award'')   by   a
Participant's  employer (or the parent or  a  subsidiary  of  such
employer) simultaneous with or immediately following the Change of
Control  or  Potential Change of Control, provided, however,  that
any such Alternative Award must:

  (a) In the event of Stock Options and Stock Bonuses:

        (i)  Be  based on stock which is traded on an  established
     securities  market, or which will be so traded within  thirty
     (30)  days  of the Change of Control or Potential  Change  of
     Control; or
     
        (ii)  Have  a  value  based  directly  upon  an  objective
     standard  of  valuation (including, but  not  limited  to,  a
     publicly  reported stock index) acceptable to  the  Committee
     under   the   circumstances  and  provide  each  Participant,
     subject   to   requirements  as  to  vesting  or   lapse   of
     restrictions, with an opportunity to put the Shares or  other
     securities  covered by the Award to his or her  employer  (or
     the   parent,  general  partner,  or  a  subsidiary  of  such
     employer)  for  purchase with payment  to  be  made  in  cash
     within  ten  (10) business days of receipt of such employee's
     put;
     
  (b) For all Awards:

        (i)  Provide  such Participant (or each Participant  in  a
     class   of   Participants)  with  rights   and   entitlements
     substantially  equivalent  to  or  better  than  the  rights,
     terms,   and   conditions  applicable  under   such   Awards,
     including,  but  not  limited  to,  an  identical  or  better
     vesting  schedule and identical or better timing and  methods
     of payment;
     
        (ii) Have substantially equivalent economic value to  such
     Awards  (determined at the time of the Change of  Control  or
     Potential Change of Control);
     
        (iii) Have terms and conditions which provide that in  the
     event   the   Participant's   employment   is   involuntarily
     terminated without Cause or constructively terminated:
     
           (A) Any conditions on a Participant's rights under,  or
        any  restrictions on transfer or exercisability applicable
        to,  each such Alternative Award shall be waived or  shall
        lapse, as the case may be; and
        
           (B)  Each Participant shall have the right to surrender
        such  Alternative Awards within thirty (30) days following
        such  termination in exchange for a payment in cash  equal
        to  the  excess  of  the Fair Market Value  of  the  stock
        subject  to the Alternative Award over the price, if  any,
        that  a  Participant would be required to pay to  exercise
        such Alternative Award.
        
For  this  purpose,  a  constructive  termination  shall  mean   a
termination by a Participant following a material reduction in the
Participant's  compensation,  a  reduction  in  the  Participant's
responsibilities, or the relocation of the Participant's principal
place of employment to another location, in each case without  the
Participant's advance written consent.

    8.3   Excise  Tax  Reimbursement.  In  the  event   that   any
accelerations,    lapse   of   restrictions,    cashouts,    Award
replacements, and/or any other event under this Plan will cause  a
Participant to be subject to the tax (the ''Excise Tax'')  imposed
by Section 4999 of the Code (or any similar tax that may hereafter
be  imposed), the Company shall pay to the Participant at the time
specified  below  an additional amount (the ''Gross-up  Payment'')
such  that  the  net  amount retained by  the  Participant,  after
deduction  of any Excise Tax on the Total Payments (as hereinafter
defined)  and any Federal, state, and local income tax and  Excise
Tax  upon  the Gross-up Payment provided for by this Section  8.3,
but  before deduction for any Federal, state, or local income  tax
on the Total Payments, shall be equal to the Total Payments.

   For  purposes  of determining whether any Participant  will  be
subject to the Excise Tax and the amount of such Excise Tax:

     (a) Any other payments or benefits received or to be received
  by  a Participant in connection with a Change of Control of  the
  Company  or  a Participant's termination of employment  (whether
  pursuant  to  the  terms  of  this  Plan  or  any  other   plan,
  arrangement,  or  agreement with the Company, any  Person  whose
  actions  result  in a Change of Control of the  Company  or  any
  Person  affiliated  with  the Company  or  such  Person)  (which
  together  with the benefits and/or payments provided  hereunder,
  shall  constitute the ''Total Payments'') shall  be  treated  as
  ''parachute payments'' within the meaning of Section  280G(b)(2)
  of  the  Code, and all ''excess parachute payments'' within  the
  meaning  of  Section 280G(b)(1) of the Code shall be treated  as
  subject  to the Excise Tax unless, in the opinion of tax counsel
  selected  by the Committee, such other payments or benefits  (in
  whole or in part) do not constitute parachute payments, or  such
  excess  parachute  payments  (in whole  or  in  part)  represent
  reasonable  compensation for services actually  rendered  within
  the  meaning of Section 280G(b)(4) of the Code in excess of  the
  base  amount  within the meaning of Section  280G(b)(3)  of  the
  Code or are otherwise not subject to the Excise Tax;
  
     (b)  The amount of the total Payments which shall be  treated
  as  subject  to the Excise Tax shall be equal to the lesser  of:
  (A)  the  total amount of the Total Payments; or (B) the  amount
  of  excess  parachute  payments within the  meaning  of  Section
  280G(b)(1) of the Code (after applying clause (a) above); and
  
     (c) The value of any noncash benefits or any deferred payment
  or  benefit  shall  be  determined by the Company's  independent
  auditors   in   accordance  with  the  principles   of   Section
  280G(d)(3) of the Code.
  
For purposes of determining the amount of the Gross-Up Payment,  a
Participant  shall be deemed to pay Federal income  taxes  at  the
highest  marginal rate of Federal income taxation for the calendar
year  in  which  the  Gross-Up Payment  is  to  be  made  and  the
applicable  state  and local income taxes at the highest  marginal
rate  of  taxation  for the calendar year in  which  the  Gross-Up
Payment  is  to be made, net of the maximum reduction  in  Federal
income taxes which could be obtained from deduction of such  state
and  local taxes. In the event that the Excise Tax is subsequently
determined to be less than the amount taken into account hereunder
at  the  time  the  Gross-Up Payment is made, a Participant  shall
repay to the Company at the time that the amount of such reduction
in  Excise  Tax is finally determined the portion of the  Gross-Up
Payment  attributable to such reduction (plus the portion  of  the
Gross-Up Payment attributable to the Excise Tax and Federal, state
and  local  income  tax  imposed on the portion  of  the  Gross-Up
Payment being repaid by a Participant if such repayment results in
a  reduction  in  Excise Tax and/or a Federal,  state,  and  local
income  tax  deduction),  plus interest  on  the  amount  of  such
repayment  at  the rate provided in Section 1274(b)(2)(B)  of  the
Code. In the event that the Excise Tax is determined to exceed the
amount  taken  into  account hereunder at the  time  the  Gross-Up
Payment  is made (including by reason of any payment the existence
or  amount of which cannot be determined at the time of the Gross-
Up Payment), the Company shall make an additional Gross-Up Payment
in  respect of such excess (plus any interest payable with respect
to  such  excess) at the time that the amount of  such  excess  is
finally determined.

   The  Gross-Up Payment or portion thereof provided for  in  this
Section  8.3  shall  be  paid no later than the  thirtieth  (30th)
calendar  day following payment of any amounts under this section,
provided, however, that if the amount of such Gross-Up Payment  or
portion  thereof cannot be finally determined on  or  before  such
day,  the  Company  shall  pay to a Participant  on  such  day  an
estimate,  as  determined in good faith by  the  Company,  of  the
minimum  amount  of such payments and shall pay the  remainder  of
such  payments  (together with interest at the  rate  provided  in
Section  1274(b)(2)(B) of the Code) as soon as the amount  thereof
can  be  determined,  but in no event later than  the  forty-fifth
(45th)  calendar  day  after payment of  any  amounts  under  this
Section  8.3.  In  the  event that the  amount  of  the  estimated
payments  exceeds the amount subsequently determined to have  been
due,  such excess shall constitute a loan by the Company  to  each
Participant, payable on the fifth (5th) calendar day after  demand
by  the  Company (together with interest at the rate  provided  in
Section 1274(b)(2)(B) of the Code).


ARTICLE 9. Amendment, Modification and Termination

   9.1 Amendment and Termination. The Board, the Committee, or its
lawful  designee may, at any time and from time to time, amend  or
modify  the  Plan  in  any respect without  stockholder  approval,
unless  stockholder approval of the amendment or  modification  in
question  is  required  under Delaware law,  the  Code  (including
without limitation Code section 162(m)(4) and Code Section 422 and
Treasury   regulations   issued  or  proposed   thereunder),   any
applicable   exemption  from  Section  16  of  the  Exchange   Act
(including  without  limitation SEC  Rule  16b-3)  for  which  the
Company  intends transactions by Insiders to qualify, any national
securities exchange or system on which the Stock is then listed or
reported, by any regulatory body having jurisdiction with  respect
to  the  Plan,  or  under  any  other applicable  laws,  rules  or
regulations.  The Board may also terminate the Plan at  any  time.
The  Committee may amend the terms of any Award granted under  the
Plan,  prospectively or retroactively, but no such amendment shall
impair  the  rights of any Participant without such  Participant's
consent.

   9.2  Awards  Previously Granted. No termination,  amendment  or
modification of the Plan shall in any manner adversely affect  any
Award  previously  granted  under the Plan,  without  the  written
consent of the Participant holding such Award


ARTICLE 10. Beneficiary Designation

  The Committee may (but need not) permit a Participant, from time
to time and subject to such terms and conditions as it may impose,
to   name  a  beneficiary  or  beneficiaries  (who  may  be  named
contingently or successively) to whom any benefit under  the  Plan
is  to  be  paid  in  case of his or her death before  he  or  she
receives  any or all of such benefit. Each such designation  shall
revoke all prior designations by the same Participant, shall be in
a  form prescribed by the Company, and will be effective only when
filed  by  the  Participant in writing  with  the  Human  Resource
Department  of the Company during the Participant's  lifetime.  In
the absence of any such designation, benefits remaining unpaid  at
the Participant's death shall be paid to the Participant's estate.


ARTICLE 11. Rights of Employees; Other Plans and Arrangements

   11.1  Employment. Nothing in the Plan shall interfere  with  or
limit  in  any  way  the  right of the Company  to  terminate  any
Participant's  employment  at  any  time,  nor  confer  upon   any
Participant any right to continue in the employ of the Company.

    For  purposes  of  the  Plan,  transfer  of  employment  of  a
Participant between the Company and any one of its Subsidiaries or
Affiliates (or between Subsidiaries and Affiliates) shall  not  be
deemed a termination of employment.

   11.2  Participation. No Employee shall have  the  right  to  be
selected to receive an Award under this Plan, or, having  been  so
selected, to be selected to receive a future Award.

  11.3 Transferability Restriction. Any derivative security issued
under  this  Plan (within the meaning of SEC Rule 16b-3(a)(2))  is
not transferable by the participant other than by will or the laws
of descent and distribution. Notwithstanding the foregoing and any
other  provision of the Plan to the contrary, if the Committee  so
permits,  an  award under this Plan may be transferred  (i)  by  a
Participant   who   is  a  member  of  a  group  of   Participants
specifically designated by the Committee as eligible  to  transfer
Options  pursuant to such uniform guidelines as the Committee  may
establish  for  this purpose from time to time, or (ii)  following
the  death  of a Participant, to a beneficiary designated  by  the
Participant in accordance with Article 10 above.

   11.4  Other  Plans and Arrangements. Nothing in  this  Plan  is
intended  to be a substitute for, or shall preclude or  limit  the
establishment  or  continuation of, any other  plan,  practice  or
arrangement for the payment of compensation or fringe benefits  to
directors,  officers, or employees generally, or to any  class  or
group of such persons, which the Company or any Subsidiary now has
or  may  hereafter  lawfully put into effect,  including,  without
limitation, any incentive compensation, retirement, pension, group
insurance,  restricted stock, stock purchase, stock  bonus,  stock
incentive or stock option plan.


ARTICLE 12. Withholding

   12.1  Tax Withholding. A Participant shall remit to the Company
an  amount  sufficient to satisfy any taxes the Company determines
are  required  by law to be withheld with respect  to  any  grant,
exercise, or payment made under or as a result of this Plan.

   12.2  Share  Withholding. With respect to withholding  required
upon  the  exercise of Options, upon the lapse of restrictions  on
Restricted  Stock, or upon any other taxable event hereunder,  the
Committee  may  permit or require Participants,  subject  to  such
terms  and conditions as it may impose, to satisfy the withholding
requirement,  in whole or in part, by having the Company  withhold
Shares  having a Fair Market Value on the date the tax  is  to  be
determined equal to the maximum marginal total tax which could  be
imposed on the transaction or such greater or lesser amount as the
Committee  may permit. If the Committee so provides,  such  Shares
withheld may be already owned Shares which the Participant tenders
in  satisfaction of the withholding requirement or Shares issuable
by  the  Company in connection with the exercise of  Options,  the
lapse  of  restrictions on Restricted Stock or the  other  taxable
event hereunder, or Shares from any other source.


ARTICLE 13. Indemnification

   No  member  of the Board or the Committee, nor any  officer  or
employee  of  the  Company acting on behalf of the  Board  or  the
Committee,   shall   be   personally  liable   for   any   action,
determination, or interpretation taken or made in good faith  with
respect to the Plan, and all members of the Board or the Committee
and  each  and  any officer or employee of the Company  acting  on
their  behalf  shall, to the extent permitted  by  law,  be  fully
indemnified  and protected by the Company in respect of  any  such
action, determination or interpretation.


ARTICLE 14. Successors

   All obligations of the Company under the Plan, with respect  to
Awards granted hereunder, shall be binding on any successor to the
Company, whether the existence of such successor is the result  of
a   direct   or  indirect  purchase,  merger,  consolidation,   or
otherwise,  of  all  or substantially all of the  business  and/or
assets of the Company.


ARTICLE 15. Requirements of Law

   15.1  Requirements  of  Law. The granting  of  Awards  and  the
issuance  of  Shares  under  the Plan  shall  be  subject  to  all
applicable laws, rules, and regulations, and to such approvals  by
any governmental agencies or national securities exchanges, as the
Company may determine apply.

   15.2 Governing Law. To the extent not preempted by Federal law,
the  Plan,  and  all agreements hereunder, shall be  construed  in
accordance with and governed by the laws of the State of Delaware,
without  reference to the principles of conflicts of laws of  that
State.

   15.3 Non-U.S. Laws. In the event the laws of a foreign country,
in  which  the  Company, a Subsidiary or Affiliate has  Employees,
prescribe certain requirements for stock incentives to qualify for
advantageous treatment under the tax or other laws or  regulations
of  that country, the proper officers of the Company, may restate,
in whole or in part, this Plan and may include in such restatement
additional  provisions for the purpose of qualifying the  restated
plan  and stock incentives granted thereunder under such laws  and
regulations; provided, however, that (a) the terms and  conditions
of  any stock-based incentive granted under such restated plan may
not be more favorable to the recipient than would be permitted  if
such  stock-based  incentive had been granted under  the  Plan  as
herein set forth, (b) all Shares allocated to or utilized for  the
purposes of such restated plan shall be subject to the limitations
of Article 4, and (c) the provisions of the restated plan may give
the  Board less but not more discretion to amend or terminate such
restated  plan than is provided with respect to this Plan  by  the
provisions of Article 9 hereof



                                                        Exhibit 10
                KEY MANAGEMENT SEVERANCE AGREEMENT
                                 
                                 
      This  Severance Agreement (the "Agreement") is  made  as  of
November  24,  1998   by  and between OWENS  CORNING,  a  Delaware
corporation (the "Company"), and Maura J. Abeln, an officer of the
Company ("Executive").

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

     NOW THEREFORE, the parties hereto agree as follows:

1.   Termination Absent a Change of Control.

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

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

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

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

     5)    Executive's vested Cash Balance Pension Benefit plus an
       amount equal to the present value of the additional vested pension
       benefits payable to Executive in accordance with the Company's
       Supplemental Executive Retirement Plan (the "SERP"), as approved
       by  the Compensation Committee of the Board of Directors on
       December 11, 1997 and referenced in the November 24, 1998 letter
       from Glen Hiner, a copy of which is appended to this Agreement.
       Executive's regular, vested pension earnings will not be increased
       by compensation paid under the SERP.

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


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

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

     3)   Up to but no more than the amount of Incentive Pay as yet
       unpaid from the prior fiscal year.
     
c)   The compensation payable under paragraph 1(a) or 1(b), above,
  shall  be  paid  as  soon as practicable after Executive  signs,
  returns  and  does  not revoke the requisite  Release  and  Non-
  Competition Agreement.

d)   In the event of a termination of Executive's employment under
  the circumstances described in paragraph 1(a) above:
     
     1)   All stock options previously awarded to Executive shall, to
       the extent not already vested, immediately vest, and shall be
       exercisable (subject to applicable blackout restrictions) for up
       to six months following the date of termination or the original
       expiration date, whichever is sooner.
     
     2)    All  shares of restricted stock previously  awarded  to
       Executive shall, to the extent not already vested, immediately
       vest and be payable.

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

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

e)   In the event of a termination of Executive's employment under
  the circumstances described in paragraph 1(b) above:
     
     1)   All stock options previously awarded to Executive which are
       exercisable on the date of termination shall be exercisable
       (subject to applicable blackout restrictions) for up to six months
       following the date of termination or the original expiration date,
       whichever is sooner.
     
     2)   All unvested shares of restricted stock and all outstanding
       but unearned performance shares previously awarded to Executive
       shall be forfeited.

     3)   All of Executive's non-qualified deferred compensation or
       retirement benefits, if any, accrued and vested through the date
       of termination under any non-qualified deferred compensation plan
       or arrangement shall be payable, to the extent permissible under
       the terms of such plan or arrangement.
     
f)    If Executive's employment ends under circumstances described
  in paragraph 1(a) above as a result of the sale by the Company of
  a business unit, division or facility, payments will be made under
  this paragraph 1 only if Executive is not offered a substantially
  equivalent position with the Company or with the new owner of the
  business  (without regard to whether Executive  accepts  such  a
  position).   If Executive receives and accepts a suitable  offer
  from the new owner of the business and is subsequently terminated
  within  one  year  of  the  closing  date  of  the  sale   under
  circumstances that would result in payment of benefits under this
  paragraph 1(a), Executive will be treated as though she had been
  terminated by the Company and receive the payments provided for in
  this Agreement, less any amounts or benefits provided by the new
  owner in connection with Executive's termination.
     
2.   Termination On or After a Change of Control.

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

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

     2)   Two years' Base Pay; and

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

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

     5)    Executive's vested Cash Balance Pension Benefit plus an
       amount equal to the present value of the additional vested pension
       benefits payable to Executive in accordance with the Company's
       Supplemental Executive Retirement Plan (the "SERP"), as approved
       by  the Compensation Committee of the Board of Directors on
       December 11, 1997 and referenced in the November 24, 1998 letter
       from Glen Hiner, a copy of which is appended to this Agreement.
       Executive's regular, vested pension earnings will not be increased
       by compensation paid under the SERP.

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

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

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

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

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

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

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

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

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

e)   In the event of a termination of Executive's employment under
  the circumstances described in paragraph 2(b) above:
     
     1)   All stock options previously awarded to Executive which are
       exercisable on the date of termination shall be exercisable
       (subject to applicable blackout restrictions) for up to six months
       following the date of termination or the original expiration date,
       whichever is sooner.
     
     2)   All unvested shares of restricted stock and all outstanding
       but unearned performance shares previously awarded to Executive
       shall be forfeited.

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

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

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

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

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

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

7.    Certain Defined Terms.  As used herein, the following  terms
  shall have the following meanings:

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

b)   "Cause" shall mean:
     
     1)   conviction of any felony or failure to contest prosecution
       for a felony; or

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

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

     1)   the holders of the voting securities of the Company shall
       have approved a merger or consolidation of the Company with any
       other entity, unless the proposed merger or consolidation would
       result  in the voting securities of the Company outstanding
       immediately prior thereto continuing to represent (either by
       remaining outstanding or by being converted into voting securities
       of the surviving entity) more than 50% of the total voting power
       represented by the voting securities of the Company or such
       surviving entity outstanding immediately after such merger or
       consolidation, where such merger or consolidation is, in fact,
       consummated;
     
     2)   a plan of complete liquidation of the Company shall have been
       adopted or the holders of voting securities of the Company shall
       have approved an agreement for the sale or disposition by the
       Company (in one transaction or a series of transactions) of all or
       substantially all of the Company's assets;

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

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

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

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

     2)   on or within a two-year period after a Change of Control: (A)
       Executive's Base Pay or annual incentive pay opportunity is
       reduced without her written consent; (B) Executive is required by
       the Company without her written consent to relocate to a new place
       of business that is more than fifty miles from Executive's place
       of  business prior to the Change of Control (or the Company
       mandates a substantial increase in the amount of required business
       travel); or (C) there is a material adverse change in Executive's
       duties  or responsibilities in comparison to the duties  or
       responsibilities which Executive had prior to the Change of
       Control.
     
e)   "Permanent Total Disability" shall be deemed to have occurred
  if, at the end of any month Executive then is, and has been, for
  eighteen (18) consecutive calendar months then ending, unable to
  perform her duties in the normal and regular manner due to mental
  or  physical  illness  or  injury.  Any  determination  of  such
  inability to perform shall be made by the Company in good faith.

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

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

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

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

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

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

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

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

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

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

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

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

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

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


OWENS CORNING,

Glen H. Hiner
Chairman and CEO


Agreed to and accepted:


___________________________

Date:  ____________________





                                                        Exhibit 10
                KEY MANAGEMENT SEVERANCE AGREEMENT
                                 
                                 
      This  Severance Agreement (the "Agreement") is  made  as  of
November  24,  1998   by  and between OWENS  CORNING,  a  Delaware
corporation  (the "Company"), and Domenico Cecere, an  officer  of
the Company ("Executive").

      WHEREAS  the  Company and Executive have previously  entered
into  a  Severance Agreement dated as of April 4, 1997 (the "Prior
Agreement")  providing for certain benefits to be  conferred  upon
Executive   under  specified  circumstances  in  the  event   that
Executive's employment is terminated by the Company on  the  terms
and conditions set forth therein, and:

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

     NOW THEREFORE, the parties hereto agree as follows:

1.   Termination Absent a Change of Control.

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

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

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

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

     5)   The greater of (i) Executive's vested Cash Balance Pension
       Benefit, or (ii) an amount equal to Executive's vested Pension
       Benefit under the Company's Salaried Employees' (Final Average)
       Retirement Plan plus a pension supplement calculated as though
       Executive had been credited with three additional years of service
       under that Plan and had Executive been three years older at the
       date of termination, or (iii) Executive's separately negotiated
       Pension Agreement amount, referenced in the December 9, 1997
       letter (and attachment) from Glen Hiner, a copy of which is
       appended to this Agreement.

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

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

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

     3)   Up to but no more than the amount of Incentive Pay as yet
       unpaid from the prior fiscal year.
     
c)   The compensation payable under paragraph 1(a) or 1(b), above,
  shall  be  paid  as  soon as practicable after Executive  signs,
  returns  and  does  not revoke the requisite  Release  and  Non-
  Competition Agreement.

d)   In the event of a termination of Executive's employment under
  the circumstances described in paragraph 1(a) above:
     
     1)   All stock options previously awarded to Executive shall, to
       the extent not already vested, immediately vest, and shall be
       exercisable (subject to applicable blackout restrictions) for up
       to six months following the date of termination or the original
       expiration date, whichever is sooner.
     
     2)    All  shares of restricted stock previously  awarded  to
       Executive shall, to the extent not already vested, immediately
       vest and be payable.

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

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

e)   In the event of a termination of Executive's employment under
  the circumstances described in paragraph 1(b) above:
     
     1)   All stock options previously awarded to Executive which are
       exercisable on the date of termination shall be exercisable
       (subject to applicable blackout restrictions) for up to six months
       following the date of termination or the original expiration date,
       whichever is sooner.
     
     2)   All unvested shares of restricted stock and all outstanding
       but unearned performance shares previously awarded to Executive
       shall be forfeited.

     3)   All of Executive's non-qualified deferred compensation or
       retirement benefits, if any, accrued and vested through the date
       of termination under any non-qualified deferred compensation plan
       or arrangement shall be payable, to the extent permissible under
       the terms of such plan or arrangement.
     
f)    If Executive's employment ends under circumstances described
  in paragraph 1(a) above as a result of the sale by the Company of
  a business unit, division or facility, payments will be made under
  this paragraph 1 only if Executive is not offered a substantially
  equivalent position with the Company or with the new owner of the
  business  (without regard to whether Executive  accepts  such  a
  position).   If Executive receives and accepts a suitable  offer
  from the new owner of the business and is subsequently terminated
  within  one  year  of  the  closing  date  of  the  sale   under
  circumstances that would result in payment of benefits under this
  paragraph 1(a), Executive will be treated as though he had  been
  terminated by the Company and receive the payments provided for in
  this Agreement, less any amounts or benefits provided by the new
  owner in connection with Executive's termination.
     
2.   Termination On or After a Change of Control.

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

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

     2)   Two years' Base Pay; and

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

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

     5)   The greater of (i) Executive's vested Cash Balance Pension
       Benefit, or (ii) an amount equal to Executive's vested Pension
       Benefit under the Company's Salaried Employees' (Final Average)
       Retirement Plan plus a pension supplement calculated as though
       Executive had been credited with three additional years of service
       under that Plan and had Executive been three years older at the
       date of termination, or (iii) Executive's separately negotiated
       Pension Agreement amount, referenced in the December 9, 1997
       letter (and attachment) from Glen Hiner, a copy of which is
       appended to this Agreement.

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


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

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

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

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

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

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

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

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

e)   In the event of a termination of Executive's employment under
  the circumstances described in paragraph 2(b) above:
     
     1)   All stock options previously awarded to Executive which are
       exercisable on the date of termination shall be exercisable
       (subject to applicable blackout restrictions) for up to six months
       following the date of termination or the original expiration date,
       whichever is sooner.
     
     2)   All unvested shares of restricted stock and all outstanding
       but unearned performance shares previously awarded to Executive
       shall be forfeited.

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

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

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

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

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

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

7.    Certain Defined Terms.  As used herein, the following  terms
  shall have the following meanings:

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

b)   "Cause" shall mean:
     
     1)   conviction of any felony or failure to contest prosecution
       for a felony; or

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

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

     1)   the holders of the voting securities of the Company shall
       have approved a merger or consolidation of the Company with any
       other entity, unless the proposed merger or consolidation would
       result  in the voting securities of the Company outstanding
       immediately prior thereto continuing to represent (either by
       remaining outstanding or by being converted into voting securities
       of the surviving entity) more than 50% of the total voting power
       represented by the voting securities of the Company or such
       surviving entity outstanding immediately after such merger or
       consolidation, where such merger or consolidation is, in fact,
       consummated;
     
     2)   a plan of complete liquidation of the Company shall have been
       adopted or the holders of voting securities of the Company shall
       have approved an agreement for the sale or disposition by the
       Company (in one transaction or a series of transactions) of all or
       substantially all of the Company's assets;

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

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

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

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

     2)   on or within a two-year period after a Change of Control: (A)
       Executive's Base Pay or annual incentive pay opportunity is
       reduced without his written consent; (B) Executive is required by
       the Company without his written consent to relocate to a new place
       of business that is more than fifty miles from Executive's place
       of  business prior to the Change of Control (or the Company
       mandates a substantial increase in the amount of required business
       travel); or (C) there is a material adverse change in Executive's
       duties  or responsibilities in comparison to the duties  or
       responsibilities which Executive had prior to the Change of
       Control.
     
e)   "Permanent Total Disability" shall be deemed to have occurred
  if, at the end of any month Executive then is, and has been, for
  eighteen (18) consecutive calendar months then ending, unable to
  perform his duties in the normal and regular manner due to mental
  or  physical  illness  or  injury.  Any  determination  of  such
  inability to perform shall be made by the Company in good faith.

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

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

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

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

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

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

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

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

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

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

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

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

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

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


OWENS CORNING,

Glen H. Hiner
Chairman and CEO


Agreed to and accepted:


___________________________

Date:  ____________________




                                                        Exhibit 10
                KEY MANAGEMENT SEVERANCE AGREEMENT
                                 
                                 
      This  Severance Agreement (the "Agreement") is  made  as  of
November  24,  1998   by  and between OWENS  CORNING,  a  Delaware
corporation (the "Company"), and J. Thurston Roach, an officer  of
the Company ("Executive").

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

     NOW THEREFORE, the parties hereto agree as follows:

1.   Termination Absent a Change of Control.

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

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

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

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

     5)   Executive's vested Cash Balance Pension Benefit.

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

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

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

     3)   Up to but no more than the amount of Incentive Pay as yet
       unpaid from the prior fiscal year.
     
c)   The compensation payable under paragraph 1(a) or 1(b), above,
  shall  be  paid  as  soon as practicable after Executive  signs,
  returns  and  does  not revoke the requisite  Release  and  Non-
  Competition Agreement.

d)   In the event of a termination of Executive's employment under
  the circumstances described in paragraph 1(a) above:
     
     1)   All stock options previously awarded to Executive shall, to
       the extent not already vested, immediately vest, and shall be
       exercisable (subject to applicable blackout restrictions) for up
       to six months following the date of termination or the original
       expiration date, whichever is sooner.
     
     2)    All  shares of restricted stock previously  awarded  to
       Executive shall, to the extent not already vested, immediately
       vest and be payable.

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

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

e)   In the event of a termination of Executive's employment under
  the circumstances described in paragraph 1(b) above:
     
     1)   All stock options previously awarded to Executive which are
       exercisable on the date of termination shall be exercisable
       (subject to applicable blackout restrictions) for up to six months
       following the date of termination or the original expiration date,
       whichever is sooner.
     
     2)   All unvested shares of restricted stock and all outstanding
       but unearned performance shares previously awarded to Executive
       shall be forfeited.

     3)   All of Executive's non-qualified deferred compensation or
       retirement benefits, if any, accrued and vested through the date
       of termination under any non-qualified deferred compensation plan
       or arrangement shall be payable, to the extent permissible under
       the terms of such plan or arrangement.
     
f)    If Executive's employment ends under circumstances described
  in paragraph 1(a) above as a result of the sale by the Company of
  a business unit, division or facility, payments will be made under
  this paragraph 1 only if Executive is not offered a substantially
  equivalent position with the Company or with the new owner of the
  business  (without regard to whether Executive  accepts  such  a
  position).   If Executive receives and accepts a suitable  offer
  from the new owner of the business and is subsequently terminated
  within  one  year  of  the  closing  date  of  the  sale   under
  circumstances that would result in payment of benefits under this
  paragraph 1(a), Executive will be treated as though he had  been
  terminated by the Company and receive the payments provided for in
  this Agreement, less any amounts or benefits provided by the new
  owner in connection with Executive's termination.
     
2.   Termination On or After a Change of Control.

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

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

     2)   Two years' Base Pay; and

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

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

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

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

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

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

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

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

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

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

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

e)   In the event of a termination of Executive's employment under
  the circumstances described in paragraph 2(b) above:
     
     1)   All stock options previously awarded to Executive which are
       exercisable on the date of termination shall be exercisable
       (subject to applicable blackout restrictions) for up to six months
       following the date of termination or the original expiration date,
       whichever is sooner.
     
     2)   All unvested shares of restricted stock and all outstanding
       but unearned performance shares previously awarded to Executive
       shall be forfeited.

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

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

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

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

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

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

  
7.    Certain Defined Terms.  As used herein, the following  terms
  shall have the following meanings:

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

b)   "Cause" shall mean:
     
     1)   conviction of any felony or failure to contest prosecution
       for a felony; or

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

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

     1)   the holders of the voting securities of the Company shall
       have approved a merger or consolidation of the Company with any
       other entity, unless the proposed merger or consolidation would
       result  in the voting securities of the Company outstanding
       immediately prior thereto continuing to represent (either by
       remaining outstanding or by being converted into voting securities
       of the surviving entity) more than 50% of the total voting power
       represented by the voting securities of the Company or such
       surviving entity outstanding immediately after such merger or
       consolidation, where such merger or consolidation is, in fact,
       consummated;
     
     2)   a plan of complete liquidation of the Company shall have been
       adopted or the holders of voting securities of the Company shall
       have approved an agreement for the sale or disposition by the
       Company (in one transaction or a series of transactions) of all or
       substantially all of the Company's assets;

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

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

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

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

     2)   on or within a two-year period after a Change of Control: (A)
       Executive's Base Pay or annual incentive pay opportunity is
       reduced without his written consent; (B) Executive is required by
       the Company without his written consent to relocate to a new place
       of business that is more than fifty miles from Executive's place
       of  business prior to the Change of Control (or the Company
       mandates a substantial increase in the amount of required business
       travel); or (C) there is a material adverse change in Executive's
       duties  or responsibilities in comparison to the duties  or
       responsibilities which Executive had prior to the Change of
       Control.
     
e)   "Permanent Total Disability" shall be deemed to have occurred
  if, at the end of any month Executive then is, and has been, for
  eighteen (18) consecutive calendar months then ending, unable to
  perform his duties in the normal and regular manner due to mental
  or  physical  illness  or  injury.  Any  determination  of  such
  inability to perform shall be made by the Company in good faith.

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

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

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

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

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

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

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

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

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

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

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

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

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

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


OWENS CORNING,

Glen H. Hiner
Chairman and CEO


Agreed to and accepted:


___________________________

Date:  ____________________



                                                                  
                                                        Exhibit 10
PERSONAL AND CONFIDENTIAL


December 23, 1997


Ms. Maura Abeln
Via Fax: (413) 442 - 6990


Dear Maura:

It  is  a  pleasure for me to offer to you the position of  Senior
Vice  President, General Counsel and Secretary of  Owens  Corning.
The following letter will set forth the specifics of our offer  to
you:

1.   BASE SALARY
  Your  annual  base salary will be $375,000, subject  to  regular
  review  by  the Compensation Committee of the Board of Directors
  of Owens Corning.

  You  will  also  receive a signature bonus of $100,000  (net  of
  taxes),  which  will  be  paid to you upon  your  first  day  of
  employment with Owens Corning.

2.   PLACE OF EMPLOYMENT
  Your  primary  place  of employment will be  the  Owens  Corning
  World  Headquarters located in Toledo, Ohio.  However,  you  may
  be  required to travel to other locations as directed  by  Owens
  Corning, or as required by your position.

3.   ANNUAL INCENTIVE
  You  will  participate  in  the Owens Corning  Annual  Corporate
  Incentive  Compensation Plan (CIP).  Annual  payouts  under  the
  CIP   are   presently  based  on  three  corporate   performance
  criteria;  earnings per share, cash flow and  sales  growth,  as
  well as your individual performance.  Your participation in  the
  CIP  will be 100% of your base salary and your target award will
  be  50%  of  base salary.  We are guaranteeing a  minimum  gross
  payment  of $300,000 for your first two (2) years of employment.
  Payment  will  be  made  in February of each  year  when  annual
  incentive  payments are paid.  After that period  of  guarantee,
  Corporate business results and your individual performance  will
  determine actual payments under the CIP.  The general terms  and
  measurements  of  the  CIP  will be communicated  to  you  under
  separate cover.

4.
  EQUITY COMPENSATION
  You will be awarded 3,000 shares of restricted stock.  These
  Restricted Shares will vest assuming continuous employment, 50%
  on December 31, 1998 and 50% on December 31, 1999.

  You  will  also  be awarded 40,000 options to buy Owens  Corning
  Stock.   The  exercise price of these options will be  based  on
  the  closing price of Owens Corning stock on February 12,  1998,
  the  date  of our Board Compensation Committee meeting.  Vesting
  on  your  options will be 1/3 each year beginning  February  12,
  1999.

  As  an  officer of Owens Corning, you will be fully eligible  to
  participate   in  our  Long  Term  Performance  Incentive   Plan
  (LTPIP).   The  LTPIP  consists  of  awards  of  stock  options,
  restricted   stock,  and  performance  restricted  stock.    The
  Details  of  this plan, and your initial awards thereunder,  are
  described below.

  For  the  1998-2000 LTPIP cycle, you will receive the  following
  awards,  with the date of grant as of the Compensation Committee
  Meeting which will occur on February 12, 1998:

     -    12,000 Stock Options which vest one third each year for three
       years.  The exercise price of these options will be based on the
       closing price of Owens Corning stock on the date the Compensation
       Committee approves all grants under the LTPIP, which is expected
       to be February 12, 1998.
     
     -     3,500  Shares of Performance Restricted  stock.   These
       Performance shares will vest at the end of three years from the
       original  grant date based upon the attainment of corporate
       objectives under the LTPIP.
     
     -    1,700 Restricted Shares.  These Restricted Shares will vest
       one-third each year, beginning on December 31, 1998, assuming your
       continuous employment with Owens Corning.

  As  an  officer of Owens Corning, you will be subject to a Stock
  Ownership  requirement of 20,000 shares.   You  will  have  five
  years to achieve this target.

5.   EMPLOYEE BENEFITS
  You will have four weeks of annual vacation with Owens Corning.

  Upon  your commencement of employment, you will be eligible  for
  Owens  Corning's benefit package, which includes a comprehensive
  health  care  plan,  Savings and Profit Sharing  (401(k))  Plan,
  Cash  Balance Pension Plan, life insurance plan and both  short-
  term and long term disability plans.

  For  purposes of your relocation to Toledo, Ohio,  you  will  be
  treated  as  a  transferring employee under  the  Owens  Corning
  relocation  program, which means we will purchase your  home  if
  you  are  unable  to sell it.  More specifics of our  relocation
  program would be communicated upon acceptance of our offer.

6.   OTHER PERQUISITES
  You  will  be  eligible for tax preparation/planning assistance,
  financial  counseling, personal liability  insurance  and  other
  benefits  provided to Owens Corning officers. You will  also  be
  eligible  for  personal liability insurance and  other  benefits
  provided  to Owens Corning officers.  You will also be  eligible
  for  personal usage of the Owens Corning corporate  aircraft  in
  accordance  with  the Company's policies for similarly  situated
  officers in effect from time to time.

7.   SEVERANCE AGREEMENT
  You  will also have a severance agreement that provides two full
  years  of income protection should it become necessary  for  you
  to  leave  the  organization for reasons  other  than  cause  or
  voluntary resignation.
                   ____________________________
                                 
Maura,  I  am excited about the prospect of you joining the  Owens
Corning  team.  Please let me know if you have any questions,  and
return  a signed copy of this letter to my attention at the  above
address.

Sincerely,



Glen H. Hiner


AGREED TO AND ACCEPTED:


____________________________
Maura Abeln

____________________________
Date

cc:  Mr. Gregory Thomson




                                                                  
                                                       Exhibit 10

PERSONAL AND CONFIDENTIAL


February 3, 1998


Mr. John Thurston Roach
234 Maiden Lane East
Seattle, WA  98112


Dear Thurston:

It  is  a pleasure for me to offer to you the position of  Senior
Vice President and President, Americas Building Materials Systems
Business  of  Owens  Corning.    You  will  be  placed  on  Owens
Corning's payroll as of February 16, 1998 and are expected to  be
in  Toledo as of March 2.  From February 16 to March 2, you  will
be   visiting  North  American  Building  Material  manufacturing
facilities,  distribution  centers and  operating  offices.   The
following  letter will set forth the specifics of  our  offer  to
you:

1.   BASE SALARY
  Your  annual base salary will be $425,000, subject  to  regular
  review  by the Compensation Committee of the Board of Directors
  of Owens Corning.

  You  will  also receive a signature bonus of $100,000  (gross),
  to  aid with additional miscellaneous expenses associated  with
  your  acceptance of this job, which will be paid  to  you  upon
  your first day of employment with Owens Corning.

2.   PLACE OF EMPLOYMENT
  Your  primary  place of employment will be  the  Owens  Corning
  World  Headquarters located in Toledo, Ohio.  However, you  may
  be  required to travel to other locations as directed by  Owens
  Corning, or as required by your position.

3.   ANNUAL INCENTIVE
  You  will  participate  in the Owens Corning  Annual  Corporate
  Incentive Compensation Plan (CIP).  Your participation  in  the
  CIP  will  be  110% of your base salary and your  target  award
  will  be  55%  of base salary.  We are guaranteeing  a  minimum
  gross  payment  of  $400,000 for incentive payments  earned  in
  1998  and  1999, assuming a February start date.  Payment  will
  be  made  in  February  of  each  year  when  annual  incentive
  payments              are             paid.               After
  that  period of guarantee, Corporate business results and  your
  individual  performance will determine  actual  payments  under
  the  CIP.   The general terms and measurements of the CIP  will
  be communicated to you under separate cover.

4.   EQUITY COMPENSATION
  You  will be awarded 50,000 options to buy Owens Corning Stock.
  The  exercise  price  of these options will  be  based  on  the
  closing price of Owens Corning stock on February 16, 1998,  the
  date  of  your  first  day of employment  with  Owens  Corning.
  Vesting  on  your  options  will be  1/3  each  year  beginning
  February 16, 1999.

  As  an officer of Owens Corning, you will be fully eligible  to
  participate  in  our  Long  Term  Performance  Incentive   Plan
  (LTPIP).   The  LTPIP  consists of  awards  of  stock  options,
  restricted  stock,  and  performance  restricted  stock.    The
  Details  of this plan, and your initial awards thereunder,  are
  described below.

  For  the  1998-2000 LTPIP cycle, you will receive the following
  awards,  with  the  date  of approval as  of  the  Compensation
  Committee Meeting which will occur on February 12, 1998:

     -    18,000 Stock Options which vest one third each year for
       three years.  The exercise price of these options will be based
       on the closing price of Owens Corning stock on your first full
       day of employment with Owens Corning.
     
     -    3,000 Restricted Shares.  These Restricted Shares will vest
       one-third each year, beginning at the end of your third complete
       year of continuous employment with Owens Corning.
     
     -    6,000 Shares of Phantom Performance Restricted stock.  These
       Performance shares will vest at the end of three years from the
       original grant date based upon the attainment of corporate
       objectives under the LTPIP.

  As  an officer of Owens Corning, you will be subject to a Stock
  Ownership  requirement of 20,000 shares.  You  will  have  five
  years to achieve this target.

5.   EMPLOYEE BENEFITS
   You  will  have  four  weeks  of annual  vacation  with  Owens
Corning.

  Upon your commencement of employment, you will be eligible  for
  Owens    Corning's   benefit   package,   which   includes    a
  comprehensive  health  care plan, Savings  and  Profit  Sharing
  (401(k))  Plan, Cash Balance Pension Plan, life insurance  plan
  and both short-term and long term disability plans.


  For  purposes of your relocation to Toledo, Ohio, you  will  be
  treated  as  a  transferring employee under the  Owens  Corning
  relocation  program.   I  have  enclosed  a  summary   of   our
  Relocation Policy for your review.

6.   OTHER PERQUISITES
  You  will  be eligible for tax preparation/planning assistance,
  financial  counseling, personal liability insurance  and  other
  benefits provided to Owens Corning officers.  You will also  be
  eligible  for  personal liability insurance and other  benefits
  provided  to Owens Corning officers.  You will also be eligible
  for  personal usage of the Owens Corning corporate aircraft  in
  accordance  with the Company's policies for similarly  situated
  officers in effect from time to time.

7.   SEVERANCE AGREEMENT
  You  will  also  have a severance agreement that  provides  two
  full years of income protection should it become necessary  for
  you  to leave the organization for reasons other than cause  or
  voluntary resignation.
                  ____________________________
                                
Thurston,  I  am  excited about the prospect of you  joining  the
Owens  Corning  team.   Please  let  me  know  if  you  have  any
questions,  and  return  a  signed copy  of  this  letter  to  my
attention via fax at (419) 248-6352.

Sincerely,



Glen H. Hiner
Chairman and CEO

Enclosure


AGREED TO AND ACCEPTED:


____________________________
John Thurston Roach


____________________________
Date
Attachments:

-    Transferring Homeowners Policy Summary

-    Long-Term Performance Incentive Plan Summary



                                                       Exhibit 10

November 3, 1998


Mr. Charles H. Dana
xxxxxxxxxxxxxxxxxxx
Perrysburg, OH  43551

              RE:  RELEASE AND SEPARATION AGREEMENT

Dear Charlie:

In  accordance with our discussions concerning your  retirement
from  Owens  Corning (the "Company"), the following  summarizes
our  agreement  (the  "Agreement")  between  yourself  and  the
Company.

1.     TERMINATION OF EMPLOYMENT

Your  employment  with  the Company, its subsidiaries  and  other
affiliates  will terminate when you retire on December  31,  1998
(the  "Termination  Date").  You will receive your  regular  base
salary  through December 31, 1998.  You will be eligible  for  an
incentive payment under the Corporate Incentive Plan for 1998, as
well  as payments under any other annual incentive plan in  which
you were a participant during 1998.  Payments under all incentive
plans   are  subject  to  the  attainment  of  specific   Company
performance  goals  and  the discretion of  the  Chief  Executive
Officer.  You are not eligible for 1999 incentive participation.

2.     SEVERANCE BENEFITS

Consistent  with  the  terms  of your  amended  Key  Management
Severance  Benefits  Agreement  dated  January  27,  1992  (the
"Severance  Agreement"), you will receive an  amount  equal  to
twice your base salary in effect on the Termination Date.  This
amount  is  $730,000.  You will also receive a bonus equivalent
equal  to  the  greater of the average of your  three  previous
years'  annual incentive payments, or one-half of your  average
annual incentive participating salary for the most recent three
years,  whichever  is  the greater.  This amount  is  $419,333.
These severance payments will be paid in a lump sum on or about
January  15, 1999 and will be subject to applicable withholding
requirements under Federal, state and local law.
3.
       HEALTH AND LIFE COVERAGE

In  accordance with the terms of your Severance Agreement,  you
will  continue to receive the same health care coverage  (i.e.,
medical, dental, medical flexible spending account and employee
assistance plan) for yourself and your eligible dependents that
is provided to active salaried employees of the Company, at the
same  contribution  rate applicable to such employees,  through
12/31/01.   Thereafter you will be eligible to  participate  in
the  same Owens Corning Retiree medical plan as other retirees,
subject  to changes in the plan.  This period of coverage  will
count against any period of COBRA continuation health insurance
coverage to which you may be entitled following the Termination
Date.   As such, you will automatically receive a COBRA  notice
and election form following the Termination Date, which you may
ignore.   You will also have the same life insurance protection
in  the  amount  of $50,000  through 12/31/01.  Any  change  in
active  employee programs will also apply to you.  The  Rewards
and  Resources Department in Toledo will be sending information
directly  to you as to how your monthly contributions  will  be
handled.   In the event you secure other employment  after  the
Termination  Date,  Owens Corning will be the  secondary  payer
with  respect  to  the benefits described  above.   You  should
contact  CIGNA  directly to discuss individual payment  options
for your Group Universal Life Insurance (1-800-xxxxxxxx).

4.     SAVINGS & PROFIT SHARING PLAN

As  of  October 22, 1998, your total Owens Corning Savings  and
Profit Sharing Plan ("SPSP") account balance was $xxxxxxx.  Any
contributions made since that date and any change in the market
value  of your account will be reflected in your final payment,
which  will be made in accordance with the terms of  the  SPSP.
All Company contributions through the Termination Date will  be
vested, but no further contributions may be made to SPSP by you
or  the  Company after that date.  Please note that  under  the
terms  of  SPSP, you are not required to receive  an  immediate
distribution  of  your account following the Termination  Date.
You should contact Fidelity Investments at 1-800-xxxxxxxx.

5.     PENSION PLAN

As  an  employee with vested rights in the Owens Corning Merged
Retirement  Plan (the "Pension Plan"), you are  entitled  to  a
benefit  under the Plan.  The estimated lump-sum present  value
of   your  accrued  benefit  as  of  the  Termination  Date  is
$3,975,217.  Due to maximums allowed under Pension law,  it  is
estimated that $2,600,000 of this amount may be paid  from  the
Company's    Executive   Supplemental   Benefit    Plan    (the
"Supplemental  Plan").  The payment from the Supplemental  Plan
will  be  made on or about January 15, 1999, and is taxable  as
ordinary  income, and is subject to applicable  Federal,  state
and  local  withholding requirements.   The  payment  from  the
Supplemental Plan will be offset by amounts already  set  aside
for  you under the Company's Pension Preservation Trust  (PPT),
as  well  as interest payments made to you from the  PPT.   The
estimated  lump  sum  values  shown  above  are  based  on  the
November,  1998  GATT  interest rate of  5.20%.   Your  pension
amounts will be recalculated using the December, 1998 GATT rate
when  it  is  known, or a later month if you  choose  to  defer
receipt of your retirement benefit.  You will accrue no further
benefits under the Pension Plan following the Termination Date.
Payment of your benefits under these plans is governed  by  the
terms thereof, and not this Agreement.

Please   contact  Rick  Tober  of  the  Rewards  and  Resources
Department (xxxxxxxx) if you have any questions concerning your
pension benefits.

6.     PENSION SUPPLEMENT

As  provided  in your Severance Agreement, you will  receive  a
supplemental pension payment in an amount equal to the  present
value  of  the  additional benefit that you would have  accrued
under the Pension Plan had you been credited with an additional
three years of service and age under the Pension Plan as of the
Termination Date.  This will result in an additional payment of
$550,000.  Your pension supplement, which will be paid  by  the
Company  in  a lump sum on or about January 15, 1999,  will  be
reduced  by applicable withholding requirements under  Federal,
state and local law.


7.     ADDITIONAL PAYMENTS

You will also receive a lump sum payment equivalent to one year's
base   pay  and  one  year's  target  incentive  award,  totaling
$565,750.  This special payment will be paid on or about  January
15,   1999,   and  will  be  reduced  by  applicable  withholding
requirements under Federal, state and local law.

Additionally,  you  will  be paid for twenty-five  (25  days)  of
accrued  vacation  for  1999 at the rate of  $1,404.00  per  day,
reduced  by  applicable withholding requirements  under  Federal,
state and local law.

Owens Corning will continue to provide you with financial and tax
planning  assistance for 1999, with reimbursed expenses for  such
purposes   up   to  $7,500,  reduced  by  applicable  withholding
requirements under Federal, state and local law.

8.     EFFECT ON OTHER EMPLOYEE BENEFITS

Except  as  provided in this Agreement, you will not be permitted
to  participate  in any of the Company's employee benefit  plans,
programs  or  arrangements after the Termination Date,  including
but not limited to the Corporate Incentive Plan.

9.     COMPANY STOCK PLANS

The  vesting  of  Stock Options which are unexercisable  at  your
Termination Date will be accelerated to that date and your  Stock
Option  shares  will become 100% vested.  Subject  to  applicable
blackout  requirements, you will have five  (5)  years  following
your separation date to exercise any vested options, or until the
end of the option term, whichever is earlier.

                         [Table omitted]
Please  call  PaineWebber at 1-800-xxxxxxxx, for instructions  on
exercising your options and making the required tax payments.

Non-vested  Restricted  Shares will  become  vested  as  of  your
Termination Date:

                         [Table omitted]

You  are eligible to receive a payout under Long Term Performance
Incentive Plans for awards made under the 1996 - 1998 cycle,  the
1997 - 1999 cycle, and the 1998 - 2000 cycle.  Any payout will be
made  in  February,  1999,  February, 2000,  and  February  2001,
respectively  and  will be based on Company performance  for  the
applicable period.  Any award under the 1997 - 1999 and the  1998
-  2000  Long-Term Plan will be prorated based on the  number  of
months  you participated in the Plan.  All other awards and  non-
prorated portions thereof will be forfeited.

10.    OUTSTANDING CHARGES

You  are  responsible  for  settling  any  outstanding  charges
against you, such as amounts charged to your corporate American
Express  card.   If  any of your American Express  charges  are
business  expenses,  you will process a T&E  form  as  soon  as
possible after the Termination Date. Your American Express card
should  be turned in as soon as possible after your termination
date.

11.    MUTUAL RELEASE AND INDEMNITY

The  Company hereby releases and discharges you from any  claim
it  may now or hereafter have against you with respect to  your
employment  with  the  Company or any of  its  subsidiaries  or
affiliates  (other  than with respect to  performance  of  your
obligations under this Agreement), and agrees to indemnify  you
in  accordance  with its then current policy or  practices  for
active  employees  for  any claims made against  you  by  third
parties arising out of the proper performance of your duties as
an  employee  of  the  Company or any of  its  subsidiaries  or
affiliates.

In consideration of the benefits conveyed to you pursuant to the
terms of this Agreement, together with the Company's release and
indemnity, you hereby fully and forever release and discharge the
Company from any and all claims and actions, of every kind,
nature and description, including by way of illustration and not
limitation, any claim of discrimination, harassment or
discriminatory treatment (including age, race, sex, marital
status, national origin, disability or religious discrimination),
including any claim under the Age Discrimination In Employment
Act as amended, the Older Worker's Benefit Protection Act, breach
of express or implied contract, wrongful or constructive
discharge, interference with contract, breach of public or
corporate policy, practice or procedure, negligence, violation of
ERISA, loss of consortium, loss of pension or other fringe
benefits, fraud, misrepresentation, defamation, libel, slander,
intentional infliction of emotional distress, and/or all other
claims or derivative claims of tortuous conduct, statutory or
constitutional violation, or breach of contract, whether in law
or equity, known or unknown, of every kind, nature and
description, arising out of or in connection with any
relationship, including but not limited to your employment and
termination of employment with the Company, from the beginning of
the world up to the date of the signing of this Agreement.  This
Agreement applies to the Company and all subsidiaries,
affiliates, predecessors, successors, related entities, as well
as past, present and future officers, directors, trustees, board
members, employees, attorneys, agents and assigns of the Company.
You understand that the failure to execute and return the
separate Release attached hereto along with this Agreement will
render this Agreement null, void and without effect.

12.    CONFIDENTIALITY

You  acknowledge that in the course of your employment  with  the
Company,  you  acquired confidential and proprietary  information
regarding  the  Company's operations, business and practices  and
you  understand and agree that you (a) will keep such information
including  all  the  Company  files, information,  and  materials
confidential at all times after your employment with the Company;
(b)  will not disclose or communicate the Company information  to
any  person or persons unless first authorized in writing by  the
Company;  and (c) will not make use of such information  on  your
own  behalf  or  on  the behalf of any other person,  persons  or
entities  unless you first obtain authorization from the  Company
in  writing.   In view of the nature of your employment  and  the
nature  of the Company's information which you have received  and
generated  during the course of your employment, you  agree  that
any  unauthorized  disclosure to any person or  persons  of  such
Company  information, or other violation or threatened  violation
of  this Agreement would cause irreparable damage to the Company,
and  that,  therefore, the Company shall be entitled to  seek  an
appropriate  injunction  and  legal  remedies  in  a   court   of
appropriate jurisdiction.

13.    AGREEMENT NOT TO COMPETE

You  agree  that  during the term of your employment  and  for  a
period  of  two  years  thereafter, you  will  not,  directly  or
indirectly,  engage in, be engaged by (including  engagement  for
consulting  or  advising),  provide  services  for  or  have  any
interest in, any other person, firm, corporation or entity  which
conducts  any activity or makes any product competitive with  the
business of the Company (including without limitation research or
development activities in any way relating to products which  may
compete  with current or developmental products of the  Company);
provided  however, that nothing contained herein  shall  restrict
you  from  owning 1% or less of the corporate securities  of  any
competitor  of the Company where these securities are  listed  on
any  national  securities  exchange or  traded  actively  in  the
national over-the-counter market, if you have no other connection
or relationship with the issuer of such securities.

You  recognize  the broad scope of the foregoing  covenants,  but
expressly  agree that they are reasonable in light of the  world-
wide  scope  of  the business conducted by the Company.   If  any
court  or  tribunal  of competent jurisdiction  shall  refuse  to
enforce the foregoing covenants because the time limit applicable
thereto  is  deemed unreasonable, it is expressly understood  and
agreed  that such covenants shall not be void, but that  for  the
purpose  of such proceedings and in such jurisdictions such  time
limitation shall be deemed to be reduced to the extent  necessary
to permit enforcement of the covenants.  If any court or tribunal
of  competent jurisdiction shall refuse to enforce any or all  of
the  foregoing covenants because they are more extensive (whether
as  to  geography,  the scope of business or otherwise)  than  is
deemed  reasonable, it is expressly understood and agreed between
the  parties  hereto that such covenants shall not be  void,  but
that   for   the  purpose  of  such  proceedings  and   in   such
jurisdictions, the restrictions contained herein (whether  as  to
geography, the scope of business or otherwise) shall be deemed to
be  reduced to the extent necessary to permit enforcement of  the
covenants.

14.   BUSINESS CONDUCT POLICY

        You acknowledge that you are familiar with the terms of
the  Owens  Corning Employee Business Conduct  Policy  and  its
Related  Corporate Policies (including any laws  applicable  to
the  Company's activities) (collectively, the "Policies"),  and
that the terms of such Policies have been reviewed with you  by
a  representative  of  the  Company  in  connection  with  your
termination  of  employment, and that, except as  disclosed  in
writing   to  the  undersigned  prior  to  the  date  of   your
termination, you are not aware of any situation that  might  be
viewed as a possible violation of the Policies.  You understand
that you will not suffer any form of retribution by the Company
for reporting potential violations.


15.    MISCELLANEOUS

Except  to  the  extent that your rights to  the  payments  and
benefits  described herein are governed by  the  terms  of  the
Company's employee benefit plans, programs or arrangements,  or
by  an agreement issued in accordance with the terms of such  a
plan,  program  or arrangement, or by the Severance  Agreement,
this  Agreement embodies the entire agreement and understanding
between   you  and  the  Company  and  supersedes   all   prior
understandings  between you and the Company  relating  to  your
employment by, and termination from, the Company.  Neither this
Agreement  nor  any  term  hereof may  be  changed,  waived  or
terminated  except by an instrument in writing signed  by  both
parties  hereto.   This Agreement shall  be  governed  by,  and
construed in accordance with, the laws of the State of Ohio.

If  the foregoing is entirely satisfactory to you, please  sign
both  the  attached Waiver and Release and  one  copy  of  this
letter  in  the place provided for your signature,  and  return
them  to  me.   As  described in the Waiver and  Release,  this
Agreement will become effective seven (7) days after your  sign
it,  unless  you should choose to revoke this Agreement  within
this seven (7) day period.

                              Sincerely,

                              OWENS CORNING


                              _______________________________
                              Glen H. Hiner
                              Chairman  and  Chief  Executive Officer


ACCEPTED AND AGREED TO:


_________________________
Charles H. Dana

Date:____________________