Exhibit (4)

                         AMENDMENT NO. 4
                                
                  dated as of December 31, 1996
                                
                               to
                                
                        CREDIT AGREEMENT
                                
                  dated as of November 2, 1993
                                
                                
          THIS AMENDMENT NO. 4 (this "Amendment"), dated as of
December 31, 1996, among OWENS CORNING (formerly known as Owens-
Corning Fiberglas Corporation), a Delaware corporation (the
"Borrower"), the banks listed on the signature pages hereof (the
"Banks"), and CREDIT SUISSE, as Agent (the "Agent") (with
capitalized terms used herein and not otherwise defined herein
having the meanings ascribed thereto in the Credit Agreement
hereafter referred to),


                      W I T N E S S E T H:
                                
                                
          WHEREAS, the Borrower, the Banks and the Agent have
entered into a Credit Agreement dated as of November 2, 1993 (as
amended from time to time, the "Credit Agreement");

          WHEREAS, the Borrower has requested, and the Banks and
the Agent have agreed to, the amendments to the Credit Agreement
set forth in this Amendment;

          NOW, THEREFORE, in consideration of the premises and
for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Borrower, the
Banks and the Agent agree as follows:

          1.   Amendments.  Upon and after the Effective Date (as
defined in section 2 hereof), the Credit Agreement shall be
amended as follows:

          (a)  Section 4.06 shall be amended by (i) inserting the
     words ", (g) so long as the Insurance Settlement Agreement
     shall remain in effect in substantially the same form as in
     effect on the Amendment No. 4 Effective Date, Debt of the
     Borrower under the Insurance Settlement Note in an aggregate
     principal amount not to exceed $100,000,000" between the
     words "thereto" and "and" at the end of clause (f) thereof
     and (ii) relettering the last clause thereof, presently
     clause (g), as clause (h).

          (b)  Section 4.08 shall be deleted in its entirety and
     replaced with the following:

               "Section 4.08.  Reserved."

          (c)  Section 4.09 shall be deleted in its entirety and
     replaced with the following:

               "Section 4.09.  Reserved."

          (d)  Section 4.10(e) shall be amended by deleting
     "$20,000,000" and inserting in lieu thereof "$40,000,000".

          (e)  Section 4.10(f) shall be amended by deleting the
     words "together with the Investments referred to in Section
     4.08(h)".

          (f)  Section 10.01 shall be amended by deleting the
     definitions of "Business Unit", "Investment" and "Money
     Market Investments" in their entirety.

          (g)  Section 10.01 shall be further amended by deleting
     clause (c) in its entirety from the definition of "Jackson
     Transaction" and relettering the last clause thereof,
     presently clause (d), as clause (c).

          (h)  Section 10.01 shall be further amended by
     inserting the following definitions in the appropriate
     alphabetical locations:

               "'Amendment No. 4 Effective Date' means the
          `Effective Date' as defined in Amendment No. 4 to this
          Agreement dated as of December 31, 1996."

               "'Insurance Settlement Agreement' means the
          Settlement Agreement and Mutual Release, dated as of
          September 5, 1995, among the Borrower and an insurer
          made known to the Banks, as in effect on the Amendment
          No. 4 Effective Date."

               "'Insurance Settlement Note' means the Promissory
          Note, dated September 15, 1995, issued by the Borrower
          pursuant to the Insurance Settlement Agreement in favor
          of an insurer made known to the Banks in the principal
          amount of $100,000,000."

          (i)  Schedules 4.08(a) and 4.08(b) shall be deleted in
     their entirety.

          2.   Effective Date.  This Amendment shall become
effective as of the date first above written upon the date (the
"Effective Date") that the Agent shall have received (i) executed
counterparts of this Amendment from the Borrower, the Agent and
the Majority Banks and (ii) a certified copy of the Insurance
Settlement Agreement (as defined in Section 1(h) hereof).

          3.   Governing Law.  This Amendment shall be construed
in accordance with and governed by the law of the State of New
York (without giving effect to its choice of laws principles).

          4.   Counterparts.  This Amendment may be signed in any
number of counterparts, each of which shall be deemed to be an
original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.

          5.   Reference to Agreement.  From and after the
Effective Date, each reference in the Credit Agreement to "this
Agreement", "hereof", "hereunder" or words of like import, and
all references to the Credit Agreement in any and all agreements,
instruments, documents, notes, certificates and other writings of
every kind and nature shall be deemed to mean the Credit
Agreement as modified and amended by this Amendment.

          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective
authorized officers as of the date first above written.

                              OWENS CORNING (formerly known as
                              Owens-Corning Fiberglas
                              Corporation)


                              By ______________________________
                                 Name:
                                 Title:


                              By ______________________________
                                 Name:
                                 Title:


                              CREDIT SUISSE, as Agent and as a
                              Bank


                              By ______________________________
                                 Name:
                                 Title:


                              ABN AMRO BANK, N.V.,
                              BY ABN AMRO NORTH AMERICA, INC., AS
                              AGENT


                              By ______________________________
                                 Name:
                                 Title:


                              By ______________________________
                                 Name:
                                 Title:


                              THE BANK OF NEW YORK


                              By ______________________________
                                 Name:
                                 Title:

                              THE BANK OF NOVA SCOTIA


                              By ______________________________
                                 Name:
                                 Title:


                              BARCLAYS BANK PLC


                              By ______________________________
                                 Name:
                                 Title:


                              CHEMICAL BANK


                              By ______________________________
                                 Name:
                                 Title:


                              CITIBANK, N.A.


                              By ______________________________
                                 Name:
                                 Title:


                              THE FIRST NATIONAL BANK OF CHICAGO


                              By ______________________________
                                 Name:
                                 Title:


                              THE FUJI BANK, LIMITED


                              By ______________________________
                                 Name:
                                 Title:


                              MELLON BANK, N.A.


                              By ______________________________
                                 Name:
                                 Title:
                              THE BANK OF TOKYO-MITSUBISHI, LTD.,
                              CHICAGO BRANCH


                              By ______________________________
                                 Name:
                                 Title:


                              THE NORTHERN TRUST COMPANY


                              By ______________________________
                                 Name:
                                 Title:


                              ROYAL BANK OF CANADA


                              By ______________________________
                                 Name:
                                 Title:


                              THE TORONTO-DOMINION BANK


                              By ______________________________
                                 Name:
                                 Title:


                              SUNTRUST BANK, ATLANTA (formerly
                              Trust Company Bank)


                              By ______________________________
                                 Name:
                                 Title:


                              By ______________________________
                                 Name:
                                 Title:


                              KREDIETBANK, N.V.


                              By ______________________________
                                 Name:
                                 Title