SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C.  20549

                            FORM 10-K

          Annual Report Pursuant to Section 13 or 15(d)
             of the Securities Exchange Act of 1934

           For the Fiscal Year Ended December 31, 1999

                   Commission File No. 1-3660

                          Owens Corning
                    One Owens Corning Parkway
                       Toledo, Ohio  43659
                    Area Code (419) 248-8000

                     A Delaware Corporation

          I.R.S. Employer Identification No. 34-4323452

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

   Title  of  Each Class                Name of Each  Exchange  on
                                        Which Registered

   Common Stock - $.10 Par Value        New York Stock Exchange


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

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

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

At  February 21, 2000, the aggregate market value of Registrant's
$.10  par value common stock (Registrant's voting stock) held  by
non-affiliates  was $850,590,859, assuming for purposes  of  this
computation  only that all directors and executive  officers  are
considered affiliates.

At February 21, 2000, there were outstanding 55,485,313 shares of
Registrant's $.10 par value common stock.

Parts of Registrant's definitive 2000 proxy statement filed or to
be  filed pursuant to Regulation 14A (the "2000 Proxy Statement")
are incorporated by reference into Part III of this Form 10-K.

                              - 2 -

                             PART I
ITEM 1.  BUSINESS

Owens Corning, a global company incorporated in Delaware in 1938,
serves consumers and industrial customers with building materials
systems   and  composites  systems.   The  systems  and  services
provided by our Building Materials Systems division are  used  in
residential  remodeling and repair, commercial  improvement,  new
residential  and  commercial  construction,  and  other   related
markets.   The  systems  and services offered  by  our  Composite
Systems  division  are used in end-use markets such  as  building
construction, automotive, telecommunications, marine,  aerospace,
energy,  appliance,  packaging and electronics.   Many  of  Owens
Corning's  products  are  marketed under  registered  trademarks,
including Propink(R), Advantex(R), Miravista(R) and/or the  color
PINK.

Approximately  80% of Owens Corning's sales are related  to  home
improvement,   non-residential  markets,   sales   of   composite
materials and sales outside U.S. markets.  Approximately  20%  of
our sales are related to new U.S. residential construction.

Owens  Corning operates in two reportable operating  segments  --
Building  Materials Systems and Composite Systems.  In 1999,  the
Building  Materials segment accounted for 80% of our total  sales
while Composite Systems accounted for 20% of total sales.  During
1999, Owens Corning implemented growth initiatives throughout the
businesses,  mainly by establishing partnerships with  e-business
and   internet  companies,  leading  technology  companies,   and
strategic  manufacturing  enterprises.  We  launched  a  national
advertising  campaign targeting home owners and restructured  our
organization to focus on the strategic growth markets that we are
pursuing.   We  also  continued with the  implementation  of  the
National    Settlement   Program,   adding   more   participating
plaintiffs'  law  firms  and increasing  the  number  of  settled
asbestos personal injury claims.

Owens  Corning  also  has  affiliate companies  in  a  number  of
countries.  Affiliated companies' sales, earnings and assets  are
not  included in either operating segment unless we own more than
50%  of  the  affiliate  and  the  ownership  is  not  considered
temporary.

Revenue from external customers, income from operations and total
assets attributable to each of Owens Corning's operating segments
and  geographic  regions, as well as information  concerning  the
dependence  of our operating segments on foreign operations,  for
each  of the years 1999, 1998, and 1997, are contained in Note  1
to  Owens  Corning's Consolidated Financial Statements,  entitled
"Segment Data", on pages 42 through 47 hereof.

Owens  Corning's  executive offices  are  at  One  Owens  Corning
Parkway,  Toledo,  Ohio 43659; telephone (419)  248-8000.   Owens
Corning's  web  site  provides information on  our  business  and
products, and assists our customers in various building projects.
It   is  located  at  www.owenscorning.com.  Unless  the  context
requires otherwise, the terms "Owens Corning", "we" and "our"  in
this report refer to Owens Corning and its subsidiaries.

BUILDING MATERIALS SYSTEMS

Principal Products And Methods Of Distribution

Building  Materials Systems operates primarily in North  America.
It  also has a growing presence in Europe, Latin America and Asia
Pacific.   Building Materials Systems sells a variety of products
and services in three major categories: (i) glass fiber, foam and
mineral wool insulation systems, (ii) roofing systems, and  (iii)
exterior  systems for the home, including vinyl and metal  siding
and   accessories,  vinyl  windows  and  patio  doors,   rainware
(consisting  primarily  of gutters and downspouts),  manufactured
stone veneer and rebranded housewrap. The businesses responsible

                              - 3 -

for  these  markets  are:  Insulating Systems,  Roofing  Systems,
Exterior  Systems,  System Thinking Sales  and  Distribution  and
International Building Materials Systems.

In  1997,  Owens Corning became the industry leader in the  vinyl
siding market with our acquisitions of Fibreboard Corporation and
AmeriMark  Building Products, Inc.  Together, these  acquisitions
represent  over  $1  billion  in  residential  exterior  building
product  sales, including vinyl siding, vinyl windows  and  patio
doors,  aluminum products and Cultured Stone(R) veneer.  We  have
six  vinyl  siding  manufacturing plants, four aluminum  products
manufacturing plants, two manufactured stone plants and more than
180  company-owned  specialty distribution centers.   Almost  all
siding   is   sold   through   distribution,   mostly   specialty
distributors  who  cater  to exterior  contractors  by  providing
siding,  siding accessories, aluminum rainware and often  windows
and  patio  doors.   Owens  Corning's  network  of  company-owned
outlets  accounts for over half of Owens Corning's siding  sales.
Cultured  Stone  products are sold primarily through  independent
dealers and masonry suppliers.

The  System Thinking Sales and Distribution Organization channels
our  sales  of building insulation systems, roofing shingles  and
accessories,  housewrap, windows/patio doors,  and  vinyl  siding
through  home  centers, lumberyards, retailers and  distributors.
Other  channels of distribution for insulation systems  in  North
America  include  insulation contractors, wholesalers,  specialty
distributors,  metal  building insulation laminators,  mechanical
insulation  distributors  and fabricators,  manufactured  housing
producers,   and   appliance,  office  products  and   automotive
manufacturers.  Foam insulation and related products are sold  to
distributors  and  retailers who resell to residential  builders,
remodelers   and   do-it-yourself   customers;   commercial   and
industrial markets through specialty distributors; and,  in  some
cases,  large  contractors, particularly in the agricultural  and
cold storage markets.

These  products  are used primarily in the home improvement,  new
residential construction, and commercial construction and  repair
markets.   In  1999, approximately 20% of Owens  Corning's  sales
were related to new construction activities in the United States,
while home improvement and remodeling accounted for approximately
40%.  Approximately 80% of roofing shingles sold in North America
are   used  for  reroofing,  with  new  residential  construction
accounting   for  the  remainder.   Owens  Corning   also   sells
residential  shingles  through exports  from  the  U.S.  to  East
European, Latin American and Asia Pacific countries.

Owens   Corning  sells  non-paving  asphalt  products,  including
industrial  and specialty applications, under the Trumbull  brand
name.   There  are  three principal kinds of industrial  asphalt:
Built-Up  Roofing  Asphalt (BURA), used in commercial  flat  roof
systems  to  provide  waterproofing and  adhesion;  saturants  or
coating  asphalt,  used to manufacture roofing  mats,  felts  and
residential shingles; and industrial specialty asphalt,  used  by
manufacturers  in  a  variety of products such  as  waterproofing
systems,  adhesives,  coatings, dyes, and product  extenders,  as
well  as  in  various automotive applications. There are  several
channels  of  distribution  for these  products.  They  are  used
internally in the manufacture of residential roofing products and
are  also  sold  to  other shingle manufacturers.   In  addition,
asphalt is sold to roofing contractors and distributors for  BURA
systems  and  to manufacturers in a variety of other  industries,
including automotive, chemical, rubber and construction.

In  Europe,  Asia and Latin America, building techniques  do  not
employ  as  much  open-cavity construction as in  North  America,
resulting  in a greater opportunity for growth in foam insulation
than  glass fiber in these markets.  In developing markets,  both
foam and glass fiber insulation are opportunities.  In Europe, we
sell building insulation to large insulation wholesalers, builder
merchants, contractors, distributors, and retailers.

                              - 4 -

Owens   Corning   sells   mechanical   insulation   products   to
distributors,  fabricators,  and manufacturers  in  the  heating,
ventilation,  power  and process, appliance and  fire  protection
industries.  Outside North America, Owens Corning has foam plants
in  the  U.K.,  Spain and Italy and has licensed others  for  the
manufacture of foam products at locations in Europe,  the  Middle
East  and  Asia.   Owens  Corning  sells  foam  products  through
traditional agents and distributors.

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

Seasonality

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

Major Customers

No  customer in the Building Materials segment accounted for more
than 4% of the segment's sales in 1999.

COMPOSITE MATERIALS

Principal Products and Methods of Distribution

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

Owens  Corning  is the world's leading producer  of  glass  fiber
materials used in composites.  Composites systems are made up  of
two  or  more  components  (e.g.,  plastic  resin  and  a  fiber,
traditionally  a  glass  fiber) used in various  applications  to
replace traditional materials, such as aluminum, wood, and steel.
We  are  increasingly providing systems that are designed  for  a
specific   end-use  application,  and  entail   a   material,   a
proprietary  process and a fully assembled part  or  system.  The
global composites industry has thousands of end-use applications.
Owens Corning has selected strategic markets and end-users, where
we   provide   integral  solutions,  such  as   the   automotive,
telecommunications/electronics,   and    building    construction
markets. A large portion of the business also serves thousands of
applications  within the consumer, industrial and  infrastructure
markets.

Within  the  building  construction  market,  the  major  end-use
application for glass fiber is asphalt roofing shingles, where  a
glass fiber mat is used to provide fire and mildew resistance  in
95%  of  all  such shingles produced in North America.   We  sell
glass  fiber  and/or  mat directly to a  small  number  of  major
shingle manufacturers, including our own roofing business.

Tubs, showers and other related internal building components used
for   both  remodeling  and  new  construction  are  also   major
applications  of composite materials in the construction  market.
These  end-use products are some of the first successful material
substitution  conversions  normally  encountered  in   developing
countries.  Glass  fiber  reinforcements and  composite  material
solutions for these markets are sold to direct accounts, and also
to  distributors around the world, who in turn service  thousands
of customers.
                              - 5 -

More  than 80% of transportation-related composite solutions  are
used  in  automotive applications.  Non-automotive transportation
applications   include   heavy  trucks,   rail   cars,   shipping
containers,  refrigerated  containers,  trailers  and  commercial
ships.  Growth continues in automotive applications, as composite
systems  create new applications or displace other  materials  in
existing   applications.   There  are  hundreds   of   composites
applications,  including  body panels, door  modules,  integrated
front-end  systems,  instrument  panels,  chassis  and  underbody
components  and  systems,  and heat  and  noise  shields.   These
composite   parts  are  either  produced  by  original  equipment
manufacturers  (OEMs), or are purchased by OEMs  from  first-tier
suppliers.

Within  the  telecommunications and  electronics  markets,  glass
fiber  composites are used to protect and reinforce  fiber  optic
and  copper cables. Owens Corning also produces central  strength
members   for   fiber  optic  cables.   Other  end-uses   include
connectors,    circuit   breaker   boxes,   computer    housings,
electricians'   safety   ladders,   and   hundreds   of   various
electro/mechanical components.  Through its  49%  interest  in  a
yarns  joint  venture, Owens Corning continues to participate  in
the  yarns and specialty material markets, where glass  fiber  is
used  extensively in printed circuit boards made for the consumer
electronics, transportation, and telecommunications industries.

The  consumer,  industrial  and  infrastructure  markets  include
sporting  goods  and  marine applications.  Owens  Corning  sells
composite materials to OEMs and boat builders, both directly  and
through  distributors. Owens Corning manufactures large  diameter
glass-reinforced  plastic  (GRP)  pipe  designed   for   use   in
underground  pressure  and gravity fluid handling  systems.   The
pipe  is  a  filament-wound structural composite made with  glass
fiber  and polyester resins.  We, directly and with joint venture
partners around the world, manufacture and sell GRP pipe directly
to  governments  and  private industry for  major  infrastructure
projects, primarily for the safe and efficient transport of water
and waste.

Major Customers

No customer in the Composite Materials segment accounted for more
than 5% of the segment's sales in 1999.

GENERAL

Raw Materials and Patents

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

Owens  Corning has numerous U.S. and foreign patents  issued  and
applied  for  relating  to our products  and  processes  in  each
operating   segment,  resulting  from  research  and  development
efforts.

We  have  issued royalty-bearing patent licenses to companies  in
several foreign countries. The licenses cover technology relating
to both operating segments.

Including  registered trademarks for the Owens Corning logo,  the
color  PINK,  and FIBERGLAS, Owens Corning has approximately  300
trademarks  registered  in  the United States  and  approximately
1,480 trademarks registered in other countries.

                              - 6 -

We consider our patent and trademark positions to be adequate for
the  present  conduct  of  business  in  each  of  our  operating
segments.

Working Capital

Owens   Corning's  manufacturing  operations  in  each  operating
segment are generally continuous in nature and we warehouse  much
of  our production prior to sale since we operate primarily  with
short delivery cycles.

Research and Development

During 1999, 1998 and 1997, Owens Corning spent approximately $59
million, $57 million, and $69 million, respectively, for research
and  development  activities.  Customer  sponsored  research  and
development was not material in any of the last three years.

Environmental Control

Owens Corning's capital expenditures relating to compliance  with
environmental control requirements were approximately $17 million
in  1999.   We  currently estimate that such capital expenditures
will  be  approximately $25 million in 2000 and  $20  million  in
2001.

We  do  not consider that we have experienced a material  adverse
effect upon our capital expenditures or competitive position as a
result  of  environmental  control legislation  and  regulations.
Operating costs of environmental control equipment, however, were
approximately  $55  million in 1999.  We continue  to  invest  in
equipment and process modifications to remain in compliance  with
applicable environmental laws and regulations.

The  1990 Clean Air Act Amendments (Act) provide that the  United
States   Environmental  Protection  Agency   (EPA)   will   issue
regulations on a number of air pollutants over a period of years.
The  EPA issued regulations for wool fiber glass and mineral wool
in  June  1999 and for amino/phenolic resin in January, 2000.  We
anticipate  that  our  other sources  to  be  regulated  will  be
secondary aluminum smelting, wet formed fiber glass mat,  asphalt
processing and roofing, metal coil coating, and open molded fiber-
reinforced  plastics,  but  all dates  per  the  EPA's  currently
announced schedule are listed as "Pending."  Based on information
now  known  to  us,  including the nature and limited  number  of
regulated materials we emit, we do not expect the Act to  have  a
materially adverse effect on our results of operations, financial
condition or long-term liquidity.

Competition

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

We compete with a number of manufacturers in the United States of
glass  fibers in primary forms, not all of which produce a  broad
line  of  glass fiber products.  Approximately one-half of  these
producers  compete with our Building Materials operating  segment
in  the  sale of glass fibers in primary form.  A similar  number
compete   with   our   Composite  Materials  operating   segment.
Companies  in  other countries export small quantities  of  glass
fiber products to the United States.  We also compete outside the
United  States with a number of manufacturers of glass fibers  in
primary forms.
                              - 7 -

We   also  compete  with  many  manufacturers,  fabricators   and
distributors in the sale of products made from glass fibers.   In
addition, we compete with many other manufacturers in the sale of
roofing materials for sloped roofing, industrial asphalts,  vinyl
siding, windows and patio doors and other products.

We  provide  services on a fee-for-service basis in the  form  of
materials  and  product  testing, in  competition  with  numerous
testing laboratories, and also sell claims management services.

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

ITEM 2.   PROPERTIES

PLANTS

Owens  Corning's principal plants as of March 1, 2000 are  listed
below  by  operating segment and primary products, and are  owned
except  as noted.  We consider that these properties are in  good
condition  and well maintained, and are suitable and adequate  to
carry  on  our  business.   The capacity  of  each  plant  varies
depending upon product mix.

BUILDING MATERIALS SEGMENT

Thermal and Acoustical Insulation

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

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

(1)  Facility is leased.

Foam Insulation

     Rockford, Illinois              Tallmadge, Ohio

     Hartlepool, United Kingdom      Valleyfield, Canada
     Santa Perpetua, Spain (1)       Volpiano, Italy
     Turin, Italy (1)

(1)  Facility is leased.
                              - 8 -

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

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

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

OEM Solutions Group

     Angola, Indiana                 Indianapolis, Indiana (1)
     Athens, Alabama                 Johnson City, Tennessee (1)
     Cleveland, Tennessee (1)        Los Angeles, California (1)
     Columbus, Ohio (1)              Louisville, Kentucky (1)
     Dallas, Texas (1)               Montgomery, Alabama (1)
     Grand Rapids, Michigan (1)      Oklahoma City, Oklahoma (1)
     Hazelton, Pennsylvania (1)      Springfield, Tennessee (1)
     Hebron, Ohio                    Tiffin, Ohio (1)

     Brantford, Canada

(1)  Facility is leased.

Manufactured Housing/Recreational Vehicles Specialty Parts

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

(1)  Facility is leased.

Metal Products

     Ashville, Ohio                  Richmond, Virginia
     Beloit, Wisconsin               Roxboro, North Carolina


                              - 9 -

Cast Stone Products

     Chester Co., South
       Carolina (1)                  Navarre, Ohio
     Napa, California (2)

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

Vinyl Siding

     Atlanta, Georgia (1)            Joplin, Missouri
     Claremont, North Carolina       Olive Branch, Mississippi

     London, Ontario                 Mission, British Columbia

(1) Facility is leased.

Windows/Patio Doors

     Bradenton, Florida              Lakeland, Florida

In  addition,  Owens  Corning  has  approximately  185  Specialty
Distribution Centers in 36 states in the U.S.

COMPOSITE MATERIALS SEGMENT

Textiles and Reinforcements

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

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

(1)  Facility is leased.

Engineered Pipe Systems

     Bagneres-De-Bigorre,
       France (1)                    Sandefjord, Norway (2)

(1)  Facility is leased.
(2)  Facility is partly leased.

                             - 10 -

OTHER PROPERTIES

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

Owens Corning's research and development activities are primarily
conducted  at  our  Science  and Technology  Center,  located  on
approximately  500  acres of land outside  Granville,  Ohio.   It
consists  of  more than 20 structures totaling more than  600,000
square  feet.   Our  Integrex subsidiary  maintains  offices  and
laboratories at the Science and Technology Center and also leases
facilities  in  Granville, Ohio; New York  City,  New  York;  and
Carmel,  Indiana.  Owens Corning also has Application Development
Centers  in  Battice,  Belgium; Shanghai, China;  and  Bangalore,
India.

ITEM 3.  LEGAL PROCEEDINGS

The  paragraphs  in  Note  22  to  Owens  Corning's  Consolidated
Financial Statements, entitled "Contingent Liabilities", on pages
78 through 84 hereof, are incorporated here by reference.

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

  Owens   Corning   has  received  information  that   the   Ohio
  Environmental   Protection  Agency  may  be  contemplating   an
  enforcement action relating to our plant in Newark,  Ohio.   It
  is  believed  that this matter primarily involves  alleged  air
  emission violations which occurred in the early 1990's.

ITEM  4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Owens Corning has nothing to report under this Item.

                             - 11 -

               Executive Officers of Owens Corning
                   (as of March 1, 2000)

The  term  of  office for elected officers is one year  from  the
annual  election of officers by the Board of Directors  following
the  Annual Meeting of Stockholders in April.  The name, age  and
business experience during the past five years of Owens Corning's
executive officers as of March 1, 2000 are set forth below.   All
those listed have been employees of Owens Corning during the past
five years except as indicated.

Name and Age           Position*

Glen H. Hiner (65)     Chairman  of the Board and Chief Executive
                       Officer   since  January  1992.   Director
                       since 1992.

Rhonda L. Brooks (48)  Vice   President  and  President,  Roofing
                       Systems   Business  since  January   1998;
                       formerly    Vice    President,    Investor
                       Relations    (1997),    Vice    President,
                       Marketing,  Composites (1995), and  Senior
                       Vice President and General Manager of  Ply
                       Gem Industries.

David T. Brown (51)    Vice  President and President,  Insulating
                       Systems   Business  since  January   1998;
                       formerly  Vice  President  and  President,
                       Building Materials Sales and Distribution-
                       North  America (1996), and Vice  President
                       and President, Roofing/Asphalt.

Domenico Cecere (50)   Senior   Vice  President  and   President,
                       Building  Materials System Business  since
                       January   1999;   formerly   Senior   Vice
                       President  and  Chief  Financial   Officer
                       (1998),   Vice  President  and  President,
                       Roofing/Asphalt    (1996),    and     Vice
                       President and Controller.

Deyonne F. Epperson
 (43)                  Vice   President  and  Controller   since
                       February  2000; formerly Vice  President,
                       Corporate  Audit  (1997),  Director-level
                       member  of the Treasury Management  Team,
                       Corporate Treasury, at Honeywell  (1995),
                       and   Controller,  Honeywell   Technology
                       Center, at Honeywell.

Richard D. Lantz (48)  Vice   President  and  President,   System
                       Thinking  Sales and Distribution  Business
                       since   January   1998;   formerly    Vice
                       President    -    Marketing,    Insulation
                       Business     (1997),    Vice    President,
                       Marketing  and  Sales  Support,   Building
                       Materials  Sales and Distribution  (1996),
                       Vice  President,  Marketing,  Roofing  and
                       Asphalt  (1995), and Business  Development
                       Manager, Roofing and Asphalt.

Robert C. Lonergan
  (56)                 Senior     Vice    President,    Strategic
                       Resources  since  January  1998;  formerly
                       Vice  President  and  President,  Building
                       Materials  Europe and Africa (1997),  Vice
                       President, Science and Technology  (1995),
                       and President, Windows Division.

                             - 12 -

Name and Age           Position*

Heinz-J. Otto (50)     Vice  President and President,  Composites
                       Systems   Business  since  October   1996;
                       formerly  Member  of the  Executive  Board
                       and  Head of Region Europe at Landis & Gyr
                       Corp. headquartered in Zug, Switzerland.

J. Thurston Roach (58) Senior  Vice President and Chief Financial
                       Officer   since  January  1999;   formerly
                       Senior   Vice  President  and   President,
                       North  America Building Materials  Systems
                       Business (1998), Vice Chairman of  Simpson
                       Investment  Company (1997),  President  of
                       Simpson Timber Company (1996), and  Senior
                       Vice  President,  Chief Financial  Officer
                       and   Secretary   of  Simpson   Investment
                       Company.

Maura Abeln Smith (44) Senior  Vice  President,  General  Counsel
                       and   Secretary   since   February   1998;
                       formerly   Vice  President   and   General
                       Counsel of GE Plastics.

Michael H. Thaman (35) Vice  President  and  President,  Exterior
                       Systems   Business  since  January   1999;
                       formerly  Vice  President  and  President,
                       Engineered  Pipe  Systems (1997),  General
                       Manager,  OEM Solutions Group (1996),  and
                       Plant Manager - Toronto, Canada.

*Information  in parentheses indicates year in which  service  in
position began.
                             - 13 -

                             Part II

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

The  principal  market on which Owens Corning's common  stock  is
traded  is  the New York Stock Exchange.  The high and low  sales
prices  in dollars per share for Owens Corning's common stock  as
reported  in  the consolidated transaction reporting  system  for
each  quarter during 1999 and 1998 are set forth in the following
tables.

<TABLE>
 <C>             <S>                    <C>               <S>

 1999            High       Low         1998              High       Low
------------------------------------   --------------------------------------

First Quarter    37-5/8     28-11/16    First Quarter     37         27

Second Quarter   43-3/4     30-13/16    Second Quarter    44-1/2     34-13/16

Third  Quarter   35-15/16   21-11/16    Third  Quarter    46-5/8     32

Fourth Quarter   22-7/8     14-9/16     Fourth Quarter    39-15/16   25-5/8

</TABLE>

The  number  of stockholders of record of Owens Corning's  common
stock on February 21, 2000 was 6,342.

Owens  Corning declared regular dividends of $.075 per  share  of
common  stock  for  each of the quarters of 1998  and  1999.   In
connection  with  certain of our current bank credit  facilities,
Owens Corning has agreed to restrictions affecting the payment of
cash  dividends.  As of March 1, 2000, these restrictions limited
funds  available  for  the  payment of cash  dividends  by  Owens
Corning to $20 million annually.

                             - 14 -

ITEM 6.  SELECTED FINANCIAL DATA

The following is a summary of certain financial information of the
Company.

<TABLE>
<S>                        <C>    <C>      <C>     <C>      <C>


                          1999   1998(a)  1997(b)  1996(c)  1995(d)
                         ------  -------  -------  -------  -------
                           (In millions of dollars, except per
                                 share data and where noted)

Net Sales               $5,048   $5,009   $4,373   $3,832   $3,612
Cost of Sales            3,824    3,944    3,482    2,840    2,670
Marketing,
  administrative
  and other expenses       587      659      572      523      444
Science and Technology
  expenses                  59       57       69       84       78
Restructure costs            -      117       68       38        -
Provision for
asbestos litigation
  claims                     -    1,415        -      875        -
Gain on sale of
  assets                     -      359        -       37        -
Income (loss) from
  operations               578     (824)     182     (491)     420
Cost of borrowed
  funds                    152      140      111       77       87
Income (loss) before
 provision
 for income taxes          426     (964)      71     (568)     333
Provision (credit) for
 income  taxes             149     (306)       9     (283)     109
Net income (loss)          270     (705)      47     (284)     231
Net income (loss) per
 share
   Basic                  4.98   (13.16)     .89    (5.54)    4.73
   Diluted                4.67   (13.16)     .88    (5.54)    4.41
Dividends per share
on common  stock
    Declared            0.3000    .3000     .2750    .1250       -
    Paid                0.3000    .3000     .2625    .0625       -
Weighted average
number of
  shares outstanding
 (in thousands)
    Basic               54,083   53,579   52,860     51,349   48,744
    Diluted             59,452   53,579   53,546     51,349   53,918
Net cash flow from
 operations                (28)     124      131        335      285
Capital spending           244      253      227        325      276
Total assets             6,494    5,101    4,996      3,913    3,261
Long-term debt           1,764    1,535    1,595        818      794
Average number of
 employees
 (in thousands)             20       20       22         19       17

</TABLE>

(a)  During 1998, the Company recorded a pretax charge of $1.415
     billion  ($906  million after-tax) for asbestos  litigation
     claims, a pretax charge of $243 million ($171 million after-
     tax)  for  restructuring and other actions,  a  pretax  net
     credit  of $275 million ($165 million after-tax)  from  the
     sale  of the Company's yarns and other businesses, a pretax
     credit of $84 million ($52 million after tax) from the sale
     of  its  ownership interest in Alpha/Owens-Corning, LLC,  a
     $39  million  after-tax extraordinary loss from  the  early
     retirement  of debt, and a $10 million charge  for  various
     tax adjustments.

                             - 15 -

ITEM 6. SELECTED FINANCIAL DATA (Continued)

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

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

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

                             - 16 -

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

(All  per  share  information discussed below  is  on  a  diluted
basis.)

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Management's  Discussion and Analysis of Financial Condition  and
Results of Operations contains forward-looking statements  within
the  meaning  of Section 27A of the Securities Act  of  1933,  as
amended, and Section 21E of the Securities Exchange Act of  1934,
as  amended.   These forward-looking statements  are  subject  to
risks and uncertainties that could cause actual results to differ
materially from those projected in the statements.  Some  of  the
important  factors  that may influence possible  differences  are
continued competitive factors and pricing pressures, construction
activity,    interest    rate   movements,    issues    involving
implementation of new business systems, achievement  of  expected
cost   reductions,  asbestos  litigation,  and  general  economic
conditions.

RESULTS OF OPERATIONS

Business Overview
-----------------

Owens Corning's growth agenda has focused on increasing sales and
earnings  by (i) acquiring businesses with products that  can  be
sold  through  existing  or complementary distribution  channels,
(ii)  achieving productivity improvements and cost reductions  in
existing  and  acquired  businesses, (iii)  entering  new  growth
markets and (iv) forming strategic alliances and partnerships  to
complement  our existing markets. We have implemented  two  major
initiatives,  the  System Thinking (TM)  strategy  and  Advantage
2000,   to   enhance   sales  growth  and  achieve   productivity
improvements across all businesses.  System Thinking for the Home
leverages our broad product offering and strong brand recognition
to  increase our share of the building materials systems and home
improvement markets.  This systems approach represents a focus on
systems-driven solutions that combine Owens Corning's insulation,
roofing,  exterior  and  acoustic  systems  to  provide  a   high
performance, cost-effective building "envelope" for the home.  In
the  Composite Systems business, Owens Corning has partnered with
end  users, OEMs, systems suppliers and other players within  the
supply  chain  for development of substitution opportunities  for
composite  systems.  In  addition, Owens  Corning  has  virtually
completed   the  implementation  of  Advantage  2000,   a   fully
integrated  business technology system designed to  reduce  costs
and improve business processes.

Owens  Corning has grown its sales from $3.4 billion in  1994  to
over  $5.0  billion in 1999 and 1998. Acquisitions  have  been  a
significant component of that growth.  Between 1994 and 1997,  we
completed 17 acquisitions for an aggregate purchase price of over
$1.2 billion.  These acquisitions have broadened the products and
services  offered  to  home  owners,  home  remodelers  and  home
builders  to include siding, accessories and other home exteriors
products  and  have diversified the materials we  utilize  beyond
fiber  glass  to include polymers such as vinyl and styrene,  and
metal  and  stone.   (Please  see  Note  5  to  the  Consolidated
Financial  Statements.)  During 1999 and  1998,  we  formed  many
alliances and partnerships to complement our existing markets.

Despite  the  benefits  of our growth agenda,  we  experienced  a
highly competitive pricing environment during 1997 and 1998.   In
order   to   improve  our  strategic  position  and   operational
efficiency, we implemented several profitability and productivity
initiatives,  including  the  strategic  restructuring   program,
discussed  below,  which was begun in late 1997.   This  program,
along  with  the  realignment of our Exterior  Systems  business,
enabled   us   to   benefit  from  pretax  cost   reductions   of
approximately  $142  million during 1998 and  an  additional  $84
million  during  1999. The specific objectives of this  strategic
program  are discussed in "Restructuring of Operations and  Other
Actions"  below  and  in  Note  4 to the  Consolidated  Financial
Statements.
                             - 17 -

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

During 1998, the pricing environment applicable to several of our
major  products,  particularly residential insulation,  began  to
improve.   By  the  end  of  1998, our average  price  levels  of
insulation products surpassed the year-end 1997 levels.   Despite
the  successful  implementation of price increases  during  1998,
including  the  restoration of residential insulation  prices  to
their  late 1996 levels, income from operations during  1998  was
adversely  impacted  by approximately $44  million,  compared  to
1997,  due largely to the relatively low insulation pricing  base
in  effect  at the beginning of 1998, the lag in fully  realizing
the  1998  price  increases as we honored the remainder  of  pre-
existing  pricing contracts, and price declines  attributable  to
vinyl siding products.

During  1999,  Owens  Corning  continued  to  benefit  from   its
previously   implemented   strategic   initiatives.    The   cost
reductions  and significant pricing improvements achieved  during
1998  continued  throughout  1999.  Pricing  improvements  during
1999,   particularly  in  residential  insulation,  resulted   in
approximately  a $140 million increase in income from  operations
compared to 1998.

Years Ended December 31, 1999, 1998 and 1997
--------------------------------------------

Sales and Profitability
-----------------------

Net  sales  for  the  year ended December 31,  1999  were  $5.048
billion,  up slightly from $5.009 billion in 1998.  Net sales  in
1997  were  $4.373  billion.   The sales  increase  reflects  the
incremental benefits of acquisitions; continued strength  in  the
North American Building Materials Business; higher volume, offset
partially  by price weakness, in the Composite Systems  Business;
and  the  transfer  of  Owens  Corning's  yarns  business  to  an
unconsolidated joint venture at the end of the third  quarter  of
1998.   On  a  comparative basis, excluding the yarns  and  other
divested  businesses in 1998, sales during 1999 were up  6%  from
the  1998 level.  The impact of currency translation on sales  in
foreign currencies was slightly unfavorable during 1999, compared
to  1998, reflecting a stronger U.S. dollar during 1999.   Please
see Note 1 to the Consolidated Financial Statements.

In  the  Building Materials Systems business, sales  during  1999
reflect the continued strength in the U.S. roofing and insulation
markets.  We continue to benefit from improved pricing of many of
our  products, particularly residential insulation.   Please  see
"Building  Materials  Systems" below for  further  discussion  of
these matters.

In   the   Composites   Business,  sales  reflect   a   reduction
attributable  to  the  transfer of our yarns  business  indicated
above.   Composites sales also reflect volume  increases  in  the
U.S.  and  Europe,  offset partially by  the  impact  of  pricing
pressure, particularly in Europe.  Please see "Composite Systems"
below for further discussion of these matters.

Sales  outside  the U.S. represented 19% of total sales  for  the
year ended December 31, 1999, compared to 20% during 1998 and 24%
for  1997.  The relative decline in non-U.S. sales is largely due
to  the  1999  sales increases attributable to U.S.  roofing  and
insulation  products.  Gross margin for the year  ended  December
31,  1999 was 24% of net sales, compared to 21% and 20%  in  1998
and  1997,  respectively.   Gross margin  during  1998  and  1997
reflected  a charge of $65 million and $38 million, respectively,
for costs associated with Owens Corning's strategic restructuring
program. The increase in gross margin in 1999 also reflects price
increases  applicable  to  several  of  our  products   and   the
incremental  benefits of the cost reductions resulting  from  the
strategic restructuring program.

                             - 18 -

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

For  the year ended December 31, 1999, Owens Corning reported net
income  of $270 million, or $4.67 per share, compared  to  a  net
loss  of  $705 million, or $13.16 per share, for the  year  ended
December  31,  1998 and net income of $47 million,  or  $.88  per
share, for the year ended December 31, 1997.  Net income in  1999
reflects the increase in gross margin, attributable partially  to
volume  but  primarily to pricing improvements,  particularly  in
U.S. residential insulation markets, and the incremental benefits
of the cost-saving programs implemented throughout 1999 and 1998.
Net  income  in  1999 also reflects a tax credit of approximately
$13  million  for  a  special tax election associated  with  U.K.
operations.    During  1999,  cost of  borrowed  funds  was  $152
million, up $12 million from 1998. The increase is primarily  the
result  of  higher  average  debt  outstanding.   Marketing   and
administrative expenses  totaled $592  million, up  slightly from
the  1998  level,  resulting  from growth  funding and  partially
offset by incremental restructuring benefit.

The  net  loss  in 1998 included a $1.415 billion  pretax  charge
($906  million after-tax) for asbestos litigation claims, a  $243
million  pretax charge ($171 million after-tax) for restructuring
and  other  actions and a $359 million pretax gain ($217  million
after-tax)  from the sale of certain businesses.   Also  included
were  manufacturing  and operating expense reductions,  resulting
from the strategic restructuring program.  Cost of borrowed funds
during  1998 was $140 million, $29 million higher than  the  1997
level, due to higher levels of average debt, offset partially  by
a reduction in average interest rates during 1998.  The reduction
in equity in net income of affiliates for the year ended December
31,  1998 reflects the first quarter 1998 sale of Owens Corning's
50  percent ownership interest in Alpha/Owens Corning,  LLC.   As
part of a debt realignment strategy, we repurchased, via a tender
offer,  certain debt securities during the third quarter of  1998
and  recorded an extraordinary loss of $39 million, or  $.72  per
share,  net  of related income taxes of $25 million.  Please  see
Notes 2, 4, 5 and 22 to the Consolidated Financial Statements.

Net  income for the year ended December 31, 1997 was $47 million,
or  $.88  per  share, and reflected the adverse impact  of  lower
prices  in insulation and composites worldwide compared to  1996.
Net income for 1997 also included a pretax charge of $143 million
($104  million after-tax) for restructuring and other actions;  a
$15  million  credit ($10 million after-tax) resulting  from  the
modification  of certain employee benefits in the second  quarter
of  1997;  and a $15 million after-tax charge for the  cumulative
effect of the change in method of accounting for business process
reengineering  costs.   Please see  Notes  4,  6  and  8  to  the
Consolidated Financial Statements.

Restructuring of Operations and Other Actions
---------------------------------------------

Please see also Note 4 to the Consolidated Financial Statements.

During  the  first  and  third quarters of  1998,  Owens  Corning
recorded  a total pretax charge of $243 million for restructuring
and other actions as part of a strategic restructuring program to
reduce  overhead, enhance manufacturing productivity,  and  close
manufacturing  facilities, which was  announced  in  early  1998.
This  charge  included  $117 million for restructuring  and  $126
million  for  other  actions  in  1998,  the  majority  of  which
represented asset impairments.  On a cumulative basis  since  the
fourth quarter of 1997, Owens Corning has recorded a total pretax
charge  of  $386 million for this program, of which $185  million
represented restructure costs and $201 million represented  other
actions.
                             - 19 -

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

The   $117   million  restructuring  charge  in   1998   included
approximately   $90  million  for  costs  associated   with   the
elimination  of approximately 1,900 positions worldwide  and  $27
million  for  the  divestiture  of non-strategic  businesses  and
facilities,   of   which   $3  million  represented   exit   cost
liabilities,  comprised primarily of lease commitments.  The  $27
million   charge  for  non-strategic  businesses  and  facilities
included   $12   million  for  the  closure   of   certain   U.S.
manufacturing facilities, $6 million for the closure  of  a  pipe
manufacturing  facility  in  China,  and  $9  million  for  other
actions.

The  primary  components  of the $126 million  charge  for  other
actions  in  1998  and their classification on  our  consolidated
statement of income included:  $30 million to write down to  fair
value  certain  manufacturing assets held for use in  China,  due
primarily to poor current and projected financial results at that
time, recorded as cost of sales; $15 million to write down to net
realizable value equipment and inventory made obsolete by changes
in  our manufacturing and marketing strategies, recorded as  cost
of  sales; $17 million for the write-down of an investment in and
the  write-off of a receivable from a joint venture in  Korea  to
reflect  the  business outlook at that time and the  fair  market
value  of  the assets, recorded as other operating expenses;  $12
million  for  the write-down of goodwill associated with  a  1995
acquisition, determined  to be unrecoverable due to a  change  in
market   conditions  and  customer  demand,  recorded  as   other
operating expenses; and $9 million for the write-down of  certain
assets  in  the U.S. to fair market value, recorded  as  cost  of
sales.   Owens Corning plans to hold and use the investments  but
disposed of most of the equipment in 1998.  Also included in  the
$126  million charge for other actions were $13 million  for  the
write-off  of certain receivables in the U.S. and Asia determined
to  be  uncollectable,  recorded  as  cost  of  sales  and  other
operating expenses; and $30 million for other actions recorded as
cost  of sales, marketing and administrative expenses, and  other
operating expenses.

During  the  fourth quarter of 1997, we recorded a  $143  million
pretax  charge for restructuring and other actions as  the  first
phase  of the strategic restructuring program.  The $143  million
pretax  charge  was comprised of a $68 million charge  associated
with the restructuring of our business segments and a $75 million
charge  associated with asset impairments, including  investments
in  certain affiliates.  The components of the restructure charge
included   $25  million  for  personnel  reductions  representing
severance  costs associated with the elimination  of  nearly  550
positions  worldwide;  $41 million for the  divestiture  of  non-
strategic  businesses  and  facilities,  of  which  $13   million
represented exit cost liabilities, primarily for leased warehouse
and  office facilities to be vacated, and $28 million represented
non-cash asset revaluations; and $2 million for other actions.

The   divestiture  of  non-strategic  businesses  and  facilities
included   the  closure  of  the  Candiac,  Quebec  manufacturing
facility.  During  the  second  quarter  of  1999,  the   Candiac
manufacturing  facility was re-opened in order  to  meet  current
market demands.

The  components of the $75 million of other actions  during  1997
and   their   classification  on  Owens  Corning's   consolidated
statement  of  income included: $17 million for the write-off  of
certain  assets  and  investments associated with  unconsolidated
joint  ventures  in  Spain and Argentina due  primarily  to  poor
current and projected financial results and the expected loss  of
local  partners, recorded as operating expenses; $12 million  for
the  write-down  of  certain investments  in  mainland  China  to
reflect   the current business outlook at that time and the  fair
market  value of the investments, recorded as cost of sales;  $24
million  to  write-down  to net realizable  value  equipment  and
inventory

                             - 20 -

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


made  obsolete  by  changes  in our manufacturing  and  marketing
strategies,  recorded  as  cost  of  sales;  $8  million  for   a
supplemental  employee retirement plan approved by the  Board  of
Directors   in   December  1997,  recorded   as   marketing   and
administrative  expenses; $5 million  for  the  write-off  of  an
insurance  receivable  that was determined  to  be  uncollectable
after   judicial  rejection  of  the  claim,  recorded  as  other
operating  expenses;  and $9 million for  several  other  actions
recorded as cost of sales, marketing and administrative expenses,
and  other operating expenses.  Owens Corning plans to  hold  and
use the investments but disposed of the equipment in 1998.

As  indicated above, certain of the charges recorded during  1998
and  1997 represented valuation adjustments associated with asset
impairments.    We  continually  evaluate  whether   events   and
circumstances  have  occurred that  indicate  that  the  carrying
amount of certain long-lived assets is recoverable.  When factors
indicate that a long-lived asset should be evaluated for possible
impairment, we use an estimate of the expected undiscounted  cash
flows  to  be  generated  by the asset to determine  whether  the
carrying amount is recoverable or if an impairment exists.   When
it  is  determined that an impairment exists,  we  use  the  fair
market  value  of the asset, usually measured by  the  discounted
cash  flows to be generated by the asset, to determine the amount
of the impairment to be recorded in the financial statements.

As a result of the strategic restructuring program, Owens Corning
realized  a  decrease in manufacturing and operating expenses  of
approximately  $110  million during 1998 and  an  additional  $61
million  in  1999.  The  $171 million in pretax cost  reductions,
the  majority  of which have been cash savings, is  comprised  of
approximately   $145   million  in   reduced   personnel   costs,
approximately  $15  million  in  reduced  facility   costs,   and
approximately  $11  million  of  reductions  in  related  program
spending.   We have also realized additional cost savings  during
1999 resulting from improved logistics and materials sourcing.

Owens Corning also implemented programs to gain synergies in  our
Exterior  Systems  Business during 1998.  As a  result  of  these
programs,    which   included   closing   redundant   facilities,
integrating business systems, and improving purchasing  leverage,
we  reduced costs by approximately $32 million during 1998 and an
additional $23 million in 1999, the majority of which  have  been
cash savings.

Building Materials Systems
--------------------------

In  the Building Materials Systems segment, sales increased 5% in
1999,  compared  to  1998, largely reflecting  volume  and  price
improvements attributable to U.S. residential insulation products
as well as in the vinyl siding market.  Price improvements in the
North  American roofing market during 1999 were offset by  volume
declines  in  that  market. The impact of  sales  denominated  in
foreign currencies was unfavorable during 1999, compared to 1998,
reflecting a stronger U.S. dollar during 1999.

Income from operations was $437 million during 1999, compared  to
$266  million  during  1998.   Income  from  operations  in  1999
reflects price increases in the residential insulation market  as
well  as incremental cost reductions resulting from the strategic
restructuring  program. Please see Note  1  to  the  Consolidated
Financial Statements.

                             - 21 -

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

Composite Systems
-----------------

In  the  Composite Systems segment, sales were  down  12%  during
1999, compared to 1998, due largely to the disposition (discussed
below)  of  51% of Owens Corning's yarns and specialty  materials
business  (the  "yarns business") late in the  third  quarter  of
1998.  Adjusted for the impact of this disposition, sales were up
6%  during 1999, compared to 1998, due to volume increases in the
U.S.,  driven  by  strong  roofing  mat  sales,  and  in  Europe,
particularly in reinforcements.  The translation impact of  sales
denominated  in foreign currencies was unfavorable  during  1999,
reflecting a stronger U.S. dollar.

Income from operations was $159 million in 1999, compared to $208
million  in  the prior-year period.  Approximately one-fourth  of
the  1998 income was attributable to the yarns business. Adjusted
for the disposition of the yarns business, income from operations
during  1999  increased 5% compared to 1998,  reflecting  pricing
weakness,  particularly in Europe.  We expect business conditions
in  Europe to remain highly competitive during 2000.  Please  see
Note 1 to the Consolidated Financial Statements.

During  the third quarter of 1998, we formed a joint venture  for
our  yarns  business  to which we contributed  two  manufacturing
plants  and  certain proprietary technology.   On  September  30,
1998,  we  completed the disposition of 51% of the yarns business
to  a U.S. subsidiary of Groupe Porcher Industries of Badinieres,
France  for  $340 million.  We continue to have a  49%  ownership
interest in the joint venture.  Upon closing, we also received  a
distribution  of  approximately  $193  million  from  the   joint
venture.   By  retaining a 49% ownership interest  in  the  joint
venture, we will continue to safeguard our proprietary technology
and  participate in the yarns market.  Please see Note 5  to  the
Consolidated Financial Statements.

The results of operations of the yarns business were reflected in
our  consolidated statement of income through the  period  ending
September  30,  1998.   For the nine months ended  September  30,
1998,  the  yarns  business recorded sales of approximately  $205
million  and income from operations of approximately $57 million.
Effective  September  30,  1998, we  account  for  our  ownership
interest in the yarns joint venture under the equity method.

Accounting Changes
------------------

In  June  1998, the Financial Accounting Standards  Board  (FASB)
issued  Statement  of  Financial Accounting  Standards  No.  133,
"Accounting  for  Derivative Instruments and Hedging  Activities"
(SFAS  133). This statement establishes accounting and  reporting
standards  requiring that every derivative instrument  (including
certain  derivative instruments embedded in other  contracts)  be
recorded  in  the balance sheet as either an asset  or  liability
measured  at its fair value.  SFAS 133 requires that  changes  in
the  derivative's fair value be recognized currently in  earnings
unless  specific  hedge  accounting criteria  are  met.   Special
accounting for qualifying hedges allows a derivative's gains  and
losses to offset related results on the hedged item in the income
statement,  and  requires that a company must formally  document,
designate,  and  assess the effectiveness  of  transactions  that
receive  hedge  accounting.  In June 1999, the FASB  issued  SFAS
137,   "Accounting   for  Derivative  Instruments   and   Hedging
Activities - Deferral of the Effective Date of FASB Statement No.
133."   SFAS  137  delays  the effective  date  to  fiscal  years
beginning after June 15, 2000, but earlier adoption is allowed.

                             - 22 -

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

We  are  assessing  the  impact of  SFAS  133  on  our  financial
statements  and  plan to adopt this accounting  change  effective
January 1, 2001.  We have substantially completed an inventory of
our freestanding derivatives, including forward contracts, option
contracts, currency swaps and interest rate swaps, and have begun
an  inventory  of  derivatives which may  be  embedded  in  other
contracts.   We plan to complete these inventories, estimate  the
financial  impact of adoption, evaluate existing risk  management
activities, and perform an information systems assessment by  the
end  of  the  second quarter of 2000.  We will  review  our  risk
management policies and modify our business processes  as  needed
in  order to comply with SFAS 133 and to temper the volatility in
earnings and other comprehensive income.

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Cash  flow from operations was negative $28 million for the  year
ended  December 31, 1999, compared to $124 million for  the  year
ended  December  31,  1998.  Compared to  1998,  cash  flow  from
operations in 1999 reflects an increase in payments for  asbestos
litigation  claims, net of insurance.  The increase  in  payments
for   asbestos   litigation  claims  reflects   Owens   Corning's
implementation of the National Settlement Program  (NSP)  in  the
fourth  quarter  of  1998.  During 1999,  payments  for  asbestos
litigation  claims were $860 million and proceeds from  insurance
were  $180  million, compared to $455 million  and  $47  million,
respectively,  during  1998.   This  increase  in  payments   for
asbestos  litigation  claims, net of insurance,  was  offset,  in
part, by increased earnings and the favorable impact of a decline
in  receivables during 1999 compared to 1998.  Please see Note 22
to the Consolidated Financial Statements.

Inventories  at December 31, 1999 were $466 million, an  increase
of  $29 million from an unusually low level at December 31, 1998.
Receivables at December 31, 1999 were $358 million, a $93 million
decrease from the December 31, 1998 level, resulting from  strong
year-end collection efforts. The decrease in accounts payable and
accrued  liabilities from $942 million at December  31,  1998  to
$839  million  at  December  31, 1999  reflects  asbestos-related
payments  of  $80  million  as well as spending  associated  with
restructure liabilities during the year.

At  December 31, 1999, our net working capital was negative  $828
million and our current ratio was .72, compared to negative  $354
million  and  .81,  respectively, at  December  31,  1998.   This
decline  in  net  working capital is largely  attributable  to  a
decrease in accounts receivable, as described above, as well as a
$225  million increase in the current portion of the reserve  for
asbestos litigation claims, net of insurance, partially offset by
the  related  income tax benefit.  The increase  in  the  current
portion  of  the reserve for asbestos litigation claims  reflects
the implementation of the NSP.

Owens Corning's total borrowings at December 31, 1999 were $1.991
billion, $365 million higher than at year-end 1998.  The increase
reflects  additional cash requirements related  to  the  asbestos
claims  paid  during  1999 under the NSP, offset  in  part  by  a
favorable  increase in cash flow from operations attributable  to
improved working capital management.  As of December 31, 1999, we
had unused lines of credit of $1.239 billion available under long-
term  bank credit facilities and an additional $174 million under
short-term  facilities,  compared  to  $1.307  billion  and  $124
million, respectively, at year-end 1998.  The decrease in  unused
long-term available lines of credit reflects increased borrowings
at   December   31,   1999  compared  to   December   31,   1998.
Additionally,  letters of credit issued under the long-term  bank
facility  also  reduce  the available credit.   The  increase  in
unused  short-term available lines of credit results from  a  $50
million   increase  in  the  credit  available  under  short-term
facilities.   Please  see  Notes 2  and  3  to  the  Consolidated
Financial Statements.

                             - 23 -

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

During 1998, Owens Corning implemented a debt realignment program
intended to reduce financing costs.  This program, which extended
the  average  length of term debt from four years to  ten  years,
included  the  issuance of a total of $950 million  in  new  debt
securities,  the  repurchase of $309 million of  Trust  Preferred
Hybrid  Securities and the retirement of $361 million of  higher-
rate debt securities. During the first quarter of 1999, we issued
$250  million of debt securities, the proceeds of which were used
to reduce borrowings under the long-term bank credit facility.

Capital  spending  for  property, plant and equipment,  excluding
acquisitions,   was   $244  million  in  1999.    Owens   Corning
anticipates that 2000 capital spending, exclusive of acquisitions
and   investments  in  affiliates,  will  be  approximately  $300
million,  most of which is uncommitted.  We expect  that  funding
for  these expenditures will be from our operations and  external
sources as required.

Asbestos Litigation
-------------------

Please  see  also  Notes 17 and 22 to the Consolidated  Financial
Statements.

Owens Corning has implemented the NSP, which, as of December  31,
1999,  has settled approximately 235,000 asbestos personal injury
claims  against  Owens  Corning.  The NSP  has  also  established
procedures and fixed payments for resolving future claims brought
by  participating plaintiffs' law firms through an administrative
processing  arrangement,  without litigation,  through  at  least
2008.

Payments  under the NSP for settled present claims will generally
be  made through 2002, with the majority of payments made in 1999
and  2000.  It is anticipated that payments for a limited  number
of   future   "exigent  claims"  (principally  those  of   living
malignancy claimants) will generally begin in 2001.  Payments for
other qualifying future claims generally will begin in 2003,  and
will be made on the following schedule, based on when such claims
are accepted by Owens Corning for payment:

<TABLE>
    <S>                               <C>

    Date Accepted for Payment         Year in which Claim Will be Paid
    -------------------------         --------------------------------
January 1, 1999 through June 30,
2000                                  2003
July 1, 2000 through December 31,
2001                                  2004
January 1, 2002 through June 30,
2003                                  2005
July 1, 2003 through December 31,
2004                                  2006
January 1, 2005 through June 30,
2006                                  2007
July 1, 2006 or later                 60 days to one year after acceptance

</TABLE>

The  schedule of payments for qualifying future claims under  NSP
Agreements  entered into during the fourth quarter  of  1999  and
thereafter will be delayed by at least one year.

If,  in  any calendar year after 2002, the payment of any amounts
under  the NSP in respect of future claims might cause a  default
under  Owens  Corning's  then prevailing  loan  covenants,  Owens
Corning  will  have the right to defer payment  of  such  amounts
until  February  15 of the following year.  Commencing  in  2003,
subject  to the variables and uncertainties discussed in Note  22
to  the  Consolidated Financial Statements, Owens Corning expects
that  its payments for such amounts will not exceed $150  million
per  year.   Additional  settlement  payments  will  be  made  by
Fibreboard, as discussed below.

                             - 24 -

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

Gross  payments  for asbestos litigation claims  during  1999  by
Owens  Corning  (excluding Fibreboard),  including  payments  for
claims settled in prior years, were $860 million.  Proceeds  from
insurance  were  $180 million, resulting in  a  net  pretax  cash
outflow  of  $680 million.  During 2000, the total  payments  for
asbestos   litigation   claims  by   Owens   Corning   (excluding
Fibreboard)  are  expected  to  be  approximately  $950  million.
Proceeds  from  insurance  of  $25 million  are  expected  to  be
available  to cover these costs, resulting in a net  pretax  cash
outflow  of $925 million. Owens Corning currently estimates  that
it  (excluding  Fibreboard) will incur  total  asbestos  payments
before   tax   and   application  of  insurance   recoveries   of
approximately $400 million in 2001 and $250 million in 2002.

Fibreboard  is  a  party  to  the NSP  Agreements,  which  became
effective  as to Fibreboard in the fourth quarter of  1999,  when
the Insurance Settlement (discussed below) became effective.   As
of  December 31, 1999, Fibreboard has settled, through  the  NSP,
approximately 200,000 asbestos personal injury claims.   The  NSP
Agreements  also  provide  for the  resolution  of  other  future
asbestos  personal injury claims against Fibreboard  through  the
administrative processing arrangement described above  for  Owens
Corning.    The  timing  of  payments  for  settled  and   future
Fibreboard claims will be consistent, generally, with the  timing
of Owens Corning payments, described above.

Under  the  Insurance  Settlement, two of  Fibreboard's  insurers
provided $1,873 million during the fourth quarter of 1999 to fund
Fibreboard's  costs  of  resolving pending  and  future  asbestos
claims,  under  the NSP, in the tort system, or  otherwise.   The
Insurance  Settlement  funds are held  in  and  invested  by  the
Fibreboard   Settlement  Trust  and  are  available  to   satisfy
Fibreboard's pending and future asbestos related liabilities.  As
of  December 31, 1999, $1,838 million was held in the  Fibreboard
Settlement  Trust.  On an ongoing basis, the funds  held  in  the
Trust will be subject to  investment earnings/losses and will  be
reduced  as applied to satisfy Fibreboard's asbestos liabilities.
Generally, it is expected that payments of Fibreboard's  asbestos
liabilities  will  be paid directly by the Fibreboard  Settlement
Trust on behalf of Fibreboard.  Any asbestos related amounts paid
directly  by  Fibreboard  are subject to reimbursement  from  the
Trust's assets.  Under the terms of the Trust, any of such assets
which  ultimately  are  not  used to fund  Fibreboard's  asbestos
liabilities must be distributed to charity.

Funds  held  in the Fibreboard Settlement Trust are reflected  on
Owens  Corning's Consolidated Balance Sheet as restricted assets.
These  assets  are reflected as current assets or  other  assets,
with  each category denoted "Restricted securities - Fibreboard".
The funds held in the Trust must be expended either in connection
with Fibreboard's asbestos related liabilities or to satisfy  the
obligation  under the Trust to distribute to charity the  assets,
if  any,  remaining in the Trust after satisfaction of  all  such
liabilities.   Accordingly, Owens Corning's Consolidated  Balance
Sheet  also reflects liabilities in an aggregate amount equal  to
the  funds  held  in  the Trust.  These liabilities,  denoted  as
"Asbestos-related  liabilities - Fibreboard",  are  reflected  as
current  or other liabilities, depending on the period  in  which
payment  is  expected.   At  December  31,  1999,  Owens  Corning
estimates  Fibreboard's asbestos related  liabilities  at  $1,750
million,  with a residual obligation to charity of  $88  million.
See   Note  23  to  the  Consolidated  Financial  Statements  for
additional   information  concerning  the  Fibreboard  Settlement
Trust.

Gross  payments for asbestos litigation claims against Fibreboard
during  1999 were approximately $136 million, all of  which  were
paid/reimbursed  by  Fibreboard's  insurers  or  the   Fibreboard
Settlement Trust.  Owens Corning currently estimates that Fibreboard

                             - 25 -

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

will incur total  asbestos payments of approximately $900 million
in  2000, $350  million in 2001  and $170 million in 2002, all of
which  are  payable/reimbursable  by  the  Fibreboard  Settlement
Trust as described above.

Owens  Corning expects funds generated from operations,  together
with  funds available under long-term and short-term bank  credit
facilities,  liability  insurance policies,  and  the  Fibreboard
Settlement  Trust,  to  be  sufficient  to  meet  its   liquidity
requirements.

Environmental Matters
---------------------

Owens  Corning  has  been deemed by the Environmental  Protection
Agency  (EPA)  to be a Potentially Responsible Party  (PRP)  with
respect  to  certain sites under the Comprehensive  Environmental
Response,  Compensation and Liability Act (Superfund).   We  have
also  been  deemed a PRP under similar state or local  laws.   In
other  instances, other PRPs have brought suits or claims against
us  as  a PRP for contribution under such federal, state or local
laws.   During 1999, we were designated as a PRP in such federal,
state, local or private proceedings for 10 additional sites.   At
December  31, 1999, a total of 46 such PRP designations  remained
unresolved.     We   are   also   involved   with   environmental
investigation or remediation at a number of other sites at  which
it has not been designated a PRP.

We  have established a $29 million reserve for our Superfund (and
similar  state, local and private action) contingent liabilities.
Based  upon  information presently available to us,  and  without
regard  to  the  application  of  insurance,  we  believe   that,
considered in the aggregate, the additional costs associated with
such  contingent  liabilities, including any  related  litigation
costs,  will not have a materially adverse effect on our  results
of operations, financial condition or long-term liquidity.

The 1990 Clean Air Act Amendments (Act) provide that the EPA will
issue regulations on a number of air pollutants over a period  of
years.   The  EPA  issued regulations for wool  fiber  glass  and
mineral  wool  in  June  1999  and for  amino/phenolic  resin  in
January,  2000.  We  anticipate that  our  other  sources  to  be
regulated  will be secondary aluminum smelting, wet formed  fiber
glass  mat,  asphalt processing and roofing, metal coil  coating,
and  open molded fiber-reinforced plastics, but all dates per the
EPA's  currently  announced schedule  are  listed  as  "Pending."
Based  on  information now known to us, including the nature  and
limited number of regulated materials it emits, we do not  expect
the  Act  to  have a materially adverse effect on our results  of
operations, financial condition or long-term liquidity.

Year 2000 Readiness
-------------------

Background
----------

Some  of  our existing information technology ("IT") systems  and
control   systems   containing  embedded   technology   such   as
processors, controllers and microchips ("Non-IT") were originally
programmed using two digits rather than four digits to define the
applicable year.  As a result, such systems, if they had not been
remediated,  may have experienced miscalculations or  disruptions
when  processing  information containing dates  that  fall  after
December  31,  1999  or  other dates that  could  cause  computer
malfunctions (the "Year 2000 Issue").

                             - 26 -

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

State of Readiness
------------------

In  recognition  of the significance of the Year 2000  Issue,  we
formed  a senior management team representing business units  and
business  process  functions  including  information  technology,
sourcing,  customer relations, logistics, facilities, and  legal.
This team oversaw our efforts to assess and resolve the Year 2000
Issue.   In  addition, individual organizational units developed,
and   implemented,  Year  2000  plans.   These   plans   included
assessments  of  all  of  our  IT  and  Non-IT  systems,  and  an
evaluation  of  the external environment to identify  significant
exposure  areas and to develop appropriate remediation  or  other
risk management approaches. We also developed business continuity
plans to help assure that all of our operations were prepared  in
the case of an unexpected system, supplier or customer failure.

Transition to the Year 2000
---------------------------

As  a  result of the assessments and preparations performed  over
the past five years, we experienced no failures of our IT or Non-
IT  systems  which  could have resulted  in  an  interruption  of
production  or service to its customers.  The few minor  failures
that  did  occur  were of only a nuisance level nature  and  were
corrected and resolved within hours of their occurrence.

Costs
-----

The   cumulative   cost   of  systems  replacement,   Year   2000
remediation,  and  regular  update from  1995  through  1999  was
approximately  $160  million, including  technology,  design  and
development,  and  related training and  deployment  in  business
locations.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
          RISK

Market Risk
-----------

Owens  Corning  is  exposed to the impact of changes  in  foreign
currency  exchange rates and interest rates in the normal  course
of business.  We manage such exposures through the use of certain
financial  and  derivative financial instruments.  Our  objective
with  these instruments is to reduce exposure to fluctuations  in
earnings  and  cash  flows  associated with  changes  in  foreign
currency exchange rates and interest rates.

We enter into various forward contracts and options, which change
in  value  as foreign currency exchange rates change, to preserve
the  carrying  amount  of  foreign  currency-denominated  assets,
liabilities,   commitments,  and  certain   anticipated   foreign
currency transactions and earnings.

We  also  enter into certain currency and interest rate swaps  to
protect the carrying amount of our investments in certain foreign
subsidiaries,  to  hedge the principal and interest  payments  of
certain  debt  instruments, and to manage our exposure  to  fixed
versus floating interest rates.

Our   policy  is  to  use  foreign  currency  and  interest  rate
derivative financial instruments only to the extent necessary  to
manage  exposures  as  described above.  We  do  not  enter  into
foreign  currency  or interest rate derivative  transactions  for
speculative purposes.

                             - 27 -

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
          RISK (Continued)

We  use  a  variance-covariance Value at Risk  (VAR)  computation
model  to  estimate the potential loss in the fair value  of  our
interest  rate-sensitive financial instruments  and  our  foreign
currency-sensitive  financial instruments.  The  VAR  model  uses
historical  foreign  exchange rates  and  interest  rates  as  an
estimate  of  the volatility and correlation of  these  rates  in
future  periods.  It estimates a loss in fair market value  using
statistical modeling techniques.

The  amounts presented below represent the maximum potential one-
day  loss in fair value that we would expect from adverse changes
in  foreign currency exchange rates or interest rates assuming  a
95% confidence level:

                             December 31,      December 31,
Risk Category                   1999               1998
-------------                   ----               ----
                                (In millions of dollars)

Foreign currency                 $  -                $1
Interest rate                    $  6                $8

Virtually all of the potential loss associated with interest rate
risk is attributable to fixed-rate long-term debt instruments.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Pages 31 through 89 hereof are incorporated here by reference.

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

Owens Corning has nothing to report under this Item.


                            PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF OWENS CORNING

The  information  required  by  this  Item  is  incorporated   by
reference  from Owens Corning's 2000 Proxy Statement except  that
certain information concerning Owens Corning's executive officers
is included on pages 11 through 12 hereof.


ITEM 11.  EXECUTIVE COMPENSATION

The  information  required  by  this  Item  is  incorporated   by
reference from Owens Corning's 2000 Proxy Statement.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

The  information  required  by  this  Item  is  incorporated   by
reference from Owens Corning's 2000 Proxy Statement.

                             - 28 -


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  information  required  by  this  Item  is  incorporated   by
reference from Owens Corning's 2000 Proxy Statement.

                             PART IV

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

(a)  DOCUMENTS FILED AS PART OF THIS REPORT

1.  See Index to Financial Statements on page 30 hereof

2.  See Index to Financial Statement Schedules on page 90 hereof

3.  See Exhibit Index beginning on page 92 hereof

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

(b) REPORTS ON FORM 8-K

   During  the  fourth quarter of 1999, Owens Corning  filed  the
   following current report on Form 8-K:

     -  Dated October 14, 1999, under Item 5, "Other Events" and Item 7,
        "Financial Statements and Exhibits"


                             - 29 -

                           Signatures

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

OWENS CORNING

By   /s/ Glen H. Hiner               Date  3/10/2000
     Glen H. Hiner, Chairman of the Board
     and Chief Executive Officer

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

     /s/ Glen H. Hiner               Date  3/10/2000
     Glen H. Hiner, Chairman of the Board,
     Chief Executive Officer and Director

     /s/ J. Thurston Roach           Date  3/13/2000
     J. Thurston Roach, Senior Vice
     President and Chief Financial Officer

     /s/ Deyonne F. Epperson         Date  3/13/2000
     Deyonne F. Epperson, Vice President
     and Controller

     /s/ Curtis H. Barnette          Date  3/13/2000
     Curtis H. Barnette, Director

                                     Date
     Norman P. Blake, Jr., Director

     /s/ Gaston Caperton             Date  3/12/2000
     Gaston Caperton, Director

     /s/ Leonard S. Coleman, Jr.     Date  3/13/2000
     Leonard S. Coleman, Jr., Director

     /s/ William W. Colville         Date  3/11/2000
     William W. Colville, Director

     /s/ Landon Hilliard             Date  3/13/2000
     Landon Hilliard, Director

                                     Date
     Jon M. Huntsman, Jr., Director

     /s/ Ann Iverson                 Date  3/14/2000
     Ann Iverson, Director

     /s/ W. Walker Lewis             Date  3/12/2000
     W. Walker Lewis, Director

     /s/ Furman C. Moseley, Jr.      Date  3/13/2000
     Furman C. Moseley, Jr., Director

     /s/ W. Ann Reynolds             Date  3/13/2000
     W. Ann Reynolds, Director

                               - 30 -

                    INDEX TO FINANCIAL STATEMENTS
                   ------------------------------

Item                                                        Page
----                                                        ----

Report of Independent Public Accountants......................31

Summary of Significant Accounting Policies...............32 - 33

Consolidated Statement of Income - for the
 years ended December 31, 1999, 1998 and 1997............34 - 35

Consolidated Statement of Comprehensive Income -
 for the years ended December 31, 1999, 1998 and 1997.........36

Consolidated Balance Sheet - December 31, 1999 and 1998..37 - 38

Consolidated Statement of Stockholders' Equity -
 for the years ended December 31, 1999, 1998 and 1997.........39

Consolidated Statement of Cash Flows - for the years
 ended December 31, 1999, 1998 and 1997..................40 - 41

Notes to Consolidated Financial Statements
 Notes 1 through 24......................................42 - 89

                                - 31 -


              REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
              ----------------------------------------


To the Stockholders of Owens Corning:

We have audited the accompanying consolidated balance sheet of OWENS
CORNING (a Delaware corporation) and subsidiaries as of December 31,
1999  and  1998, and the related consolidated statements of  income,
comprehensive income, stockholders' equity and cash flows  for  each
of  the  three years in the period ended December 31,  1999.   These
financial   statements  are  the  responsibility  of  the  Company's
management.  Our  responsibility is to express an opinion  on  these
financial statements based on our audits.

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

In  our  opinion, the financial statements referred to above present
fairly,  in all material respects, the financial position  of  Owens
Corning  and subsidiaries as of December 31, 1999 and 1998, and  the
results  of  their operations and their cash flows for each  of  the
three  years  in the period ended December 31, 1999,  in  conformity
with generally accepted accounting principles.

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

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




ARTHUR ANDERSEN LLP

January 24, 2000
Toledo, Ohio

                               - 32 -

                   OWENS CORNING AND SUBSIDIARIES
                   ------------------------------

             SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
             ------------------------------------------

Principles of Consolidation

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

Net Income per Share

Basic  net  income per share is computed using the weighted  average
number  of common shares outstanding during the period. Diluted  net
income  per  share reflects the dilutive effect of common equivalent
shares and increased shares that would result from the conversion of
debt  and  equity securities. The effects of anti-dilution  are  not
presented.  Unless  otherwise indicated, all per  share  information
included  in  the Notes to the Consolidated Financial Statements  is
presented on a diluted basis.

Inventory Valuation

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

Goodwill

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

Investments in Affiliates

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

Capitalization of Software Developed for Internal Use

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

                             - 33 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
           ------------------------------------------
                           (Continued)

Depreciation

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

Derivative Financial Instruments

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

Stock Based Compensation Plans

The  Company  applies  Statement of Financial  Accounting  Standards
No.  123,  "Accounting for Stock-Based Compensation" (SFAS 123)  for
disclosures  of  its  stock based compensation plans.   The  Company
applies  Accounting  Principles Board Opinion  No.  25  and  related
Interpretations for expense recognition as permitted by SFAS 123.

Use of Estimates

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

Reclassifications

Certain  reclassifications  have been  made  to  1998  and  1997  to
conform with the classifications used in 1999.

                             - 34 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

                CONSOLIDATED STATEMENT OF INCOME
                ---------------------------------

      FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
      ----------------------------------------------------
<TABLE>
<S>                                    <C>       <C>      <C>


                                       1999      1998     1997
                                       ----      ----     ----
                                       (In millions of dollars,
                                       except share data)

NET SALES                              $ 5,048   $ 5,009  $  4,373
COST OF SALES                            3,824     3,944     3,482
                                       -------   -------  --------
    Gross margin                         1,224     1,065       891
                                       -------   -------  --------

OPERATING EXPENSES
  Marketing and administrative
    expenses                               592       587      544
  Science and technology expenses
    (Note 12)                               59        57       69
  Provision for asbestos litigation
    claims (Note 22)                         -     1,415        -
  Restructure costs (Note 4)                -       117        68
  Other (Note 4)                          (5)        72        28
                                       -------   -------  --------
     Total operating expenses             646     2,248       709
                                       -------   -------  --------

Gain on sale of assets (Note 5)             -       359         -

INCOME (LOSS) FROM OPERATIONS             578     (824)       182

OTHER
  Cost of borrowed funds (Notes
   2, 3 and 21)                            152       140      111
  Other (Note 23)                           -         -                        -
                                       --------  -------  --------

INCOME (LOSS) BEFORE PROVISION
  (CREDIT) FOR INCOME TAXES               426     (964)        71

Provision (credit) for income taxes
(Note 11)                                 149     (306)         9
                                       --------  -------  --------

INCOME (LOSS) BEFORE MINORITY
  INTEREST AND EQUITY IN NET
  INCOME (LOSS) OF AFFILIATES          277       (658)         62

Minority interest (Notes 7 and 8)         (6)      (16)      (11)

Equity in net income (loss) of
affiliates (Note 15)                      (1)         8        11
                                        -------   -------  --------

INCOME (LOSS) BEFORE EXTRAORDINARY
  ITEM AND CUMULATIVE EFFECT OF
  ACCOUNTING CHANGE                       270     (666)        62

Extraordinary loss (Note 2)                 -      (39)         -

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

NET INCOME (LOSS)                      $  270    $(705)   $    47
                                       ========  =======  ========
</TABLE>


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

                             - 35 -

                 OWENS CORNING AND SUBSIDIARIES
                  -----------------------------

                CONSOLIDATED STATEMENT OF INCOME
                ---------------------------------

      FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
      ----------------------------------------------------
                           (Continued)
<TABLE>
<S>                                       <C>       <C>        <C>

                                         1999      1998       1997
                                         ----      ----       ----
                                          (In millions of dollars,
                                             except share data)

NET INCOME PER COMMON SHARE (Note 19)

Basic:
    Income (loss) before
      extraordinary item and
      cumulative effect of
      accounting change                $   4.98  $(12.44)   $  1.18
    Extraordinary loss (Note 2)              -       (.72)       -
    Cumulative effect of accounting
      change (Note 6)                        -         -       (.29)
                                       --------  ---------  ---------
    Net Income (Loss) per Share        $   4.98  $(13.16)   $   .89
                                       ========  =========  =========

Diluted:
    Income (loss) before
      extraordinary item and
      cumulative effect of
      accounting change                $   4.67  $ (12.44)  $  1.17
    Extraordinary loss (Note 2)              -       (.72)        -
    Cumulative effect of accounting
      change (Note 6)                        -          -       (.29)
                                       --------  ---------  ---------
    Net Income (Loss) per Share        $   4.67  $(13.16)   $   .88
                                       ========  =========  =========

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

Basic                                      54.1       53.6     52.9

Diluted                                    59.5       53.6     53.5

</TABLE>

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

                             - 36 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

         CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
         -----------------------------------------------

      FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
     ------------------------------------------------------
<TABLE>
<S>                                      <C>       <C>      <C>

                                         1999      1998     1997
                                         ----      ----     ----
                                         (In millions of dollars)

Net Income (Loss)                      $ 270     $ (705)  $  47

Other comprehensive income, net of
tax:
    Foreign currency translation
      adjustments                       (21)       6(a)    (46)
    Minimum pension liability
      adjustment (net of taxes
      of $1 million in 1999 and 1998)      2         1        -
    Hedging gains/(losses)                 5        (4)      10
                                       -------   -------  -------

Other comprehensive income (loss)       (14)         3      (36)
                                       -------   -------  -------

Comprehensive income (loss)            $ 256     $ (702)  $   11
                                       ======    =======  =======

</TABLE>

(a)  Includes certain reclassifications to net income due to the
     sale or disposition of certain businesses, the impact of which
     was not material to other comprehensive income.





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

                             - 37 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

     CONSOLIDATED BALANCE SHEET - DECEMBER 31, 1999 AND 1998
      -------------------------------------------------------
<TABLE>
<S>                                      <C>       <C>

                                         1999      1998
                                         ----      ----
ASSETS                                  (In millions of
------                                      dollars)

CURRENT
Cash and cash equivalents              $  70     $  54
Restricted securities - Fibreboard -
current portion (Note 23)                900         -
Receivables, less allowances of $26
million in 1999 and $23 million in
1998 (Note 13)                           358       451
Inventories (Note 14)                    466       437
Insurance for asbestos litigation
claims - current portion Note 22)         25       150
Deferred income taxes (Note 11)          185       293
Income tax receivable (Note 11)           61       117
Other current assets                      23        27
                                       ------    ------

  Total current                        2,088     1,529
                                       -------   ------

OTHER
Insurance for asbestos litigation
claims (Note 22)                          205      260
Restricted securities - Fibreboard
(Note 23)                                 938        -
Asbestos costs to be reimbursed -
Fibreboard (Note 22)                       -        74
Deferred income taxes (Note 11)          547       608
Goodwill, less accumulated
amortization of $97 million
in 1999 and $78 million in 1998
Notes 4 and 5)                           743       762
Investments in affiliates (Notes 4 and
15)                                       65        45
Other noncurrent assets (Note 10)        208       205
                                       ------    ------

  Total other                          2,706     1,954
                                       -------   -------

PLANT AND EQUIPMENT, at cost
Land                                      70        64
Buildings and leasehold improvements     725       701
Machinery and equipment                2,639     2,476
Construction in progress                 258       257
                                       ------    ------
                                       3,692     3,498
Less:  Accumulated depreciation       (1,992)   (1,880)
                                       -------   -------

  Net plant and equipment              1,700     1,618
                                       -------   ------

TOTAL ASSETS                           $6,494    $5,101
                                       =======   =======
</TABLE>



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

                            - 38 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

     CONSOLIDATED BALANCE SHEET - DECEMBER 31, 1999 AND 1998
    --------------------------------------------------------
                           (Continued)
<TABLE>
<S>                                          <C>      <C>

                                             1999     1998
                                             ----     ----
LIABILITIES AND STOCKHOLDERS' EQUITY        (In millions of
------------------------------------           dollars)

CURRENT
Accounts payable and accrued liabilities
(Note 16)                                  $ 839    $ 942
Reserve for asbestos litigation claims -
current portion (Note 22)                     950     850
Asbestos related liabilities - Fibreboard
- current portion (Note 23)                  900        -
Short-term debt (Note 3)                      68       69
Long-term debt - current portion (Note 2)    159       22
                                           ------   ------

   Total current                           2,916    1,883
                                           ------   ------

LONG-TERM DEBT (Note 2)                    1,764    1,535
                                           ------   ------

OTHER
Reserve for asbestos litigation claims
(Note 22)                                     820   1,780
Asbestos related liabilities - Fibreboard
(Note 23)                                     938      79
Other employee benefits liability (Note
9)                                            318     326
Pension plan liability (Note 10)              42       55
Other                                        339      364
                                           ------   ------

  Total other                              2,457    2,604
                                           ------   ------

COMMITMENTS AND CONTINGENCIES (Notes 18,
  21 and 22)

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

MINORITY INTEREST                             44       19
                                           -------  -------

STOCKHOLDERS' EQUITY
Preferred stock, no par value; authorized
8 million shares, none outstanding (Note
20)
Common stock, par value $.10 per share;
authorized 100 million shares; issued
1999 - 54.8 million and 1998 - 54.3
million shares (Notes 5 and 19)               695     679

Deficit                                    (1,510)  (1,762)
Accumulated other comprehensive income      (51)     (37)
Other (Note 19)                             (15)     (14)
                                           -------  -------

    Total stockholders' equity             (881)    (1,134)
                                           -------  -------

TOTAL LIABILITIES AND STOCKHOLDERS'        $6,494   $5,101
EQUITY                                     =======  =======

</TABLE>

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

                             - 39 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

         CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
         ----------------------------------------------

      FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
      ----------------------------------------------------
<TABLE>
<S>                                     <C>        <C>      <C>

                                        1999      1998      1997
                                        ----      ----      ----
COMMON STOCK                            (In millions of dollars)

Balance beginning of year             $679      $  657    $ 606
Issuance of stock for:
  Acquisitions (Note 5)                  -           -       16
  Awards under stock compensation
   plans (Note 19)                       16          22       35
                                      --------  --------  ------

Balance end of year                    695         679      657
                                      --------  --------  ------

DEFICIT

Balance beginning of year             (1,762)   (1,041)   (1,072)
Net income (loss)                      270       (705)       47
Cash dividends declared               (18)        (16)     (16)
                                      --------  --------- -------

Balance end of year                   (1,510)   (1,762)   (1,041)
                                      --------  --------- -------

ACCUMULATED OTHER COMPREHENSIVE
INCOME

Balance beginning of year

  Currency translation adjustment     (41)        (47)      (1)
  Minimum pension liability            (2)         (3)      (3)
    adjustment
  Deferred gains (losses) on hedges      6          10        -
                                      --------  --------- -------

                                      (37)        (40)      (4)

Adjustments

  Currency translation adjustment     (21)           6     (46)
  Minimum pension liability              2           1        -
    adjustment
  Deferred gains (losses) on hedges      5         (4)       10
                                      --------  --------- -------

                                      (14)           3     (36)

Balance end of year

  Currency translation adjustment     (62)        (41)     (47)
  Minimum pension liability              -         (2)      (3)
    adjustment
  Deferred gains (losses) on hedges     11           6       10
                                      --------  --------- -------

Balance end of year                   (51)        (37)     (40)
                                      --------  --------- -------

OTHER

Balance beginning of year             (14)        (17)     (14)
Net increase (decrease)                (1)           3      (3)
                                      -------   --------  -------

Balance end of year                   (15)        (14)     (17)
                                      -------   --------  -------

STOCKHOLDERS' EQUITY                  $(881)    $(1,134)  $ (441)
                                      =======   ========  =======
</TABLE>

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

                             - 40 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

              CONSOLIDATED STATEMENT OF CASH FLOWS
              ------------------------------------

      FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
      ----------------------------------------------------
<TABLE>
  <S>                                    <C>       <C>      <C>

                                         1999      1998     1997
                                         ----      ----     ----
                                         (In millions of dollars)
NET CASH FLOW FROM OPERATIONS

  Net income (loss)                    $ 270     $ (705)  $    47

  Reconciliation of net cash provided
   by operating activities:

     Noncash items:
       Provision for asbestos
        litigation claims (Note 22)         -      1,415        -
       Extraordinary loss from early
        retirement of debt (Note 2)         -         39        -
       Cumulative effect of accounting
        change (Note 6)                    -           -       15
       Provision for depreciation and
        amortization                     210         197      173
       Provision (credit) for deferred
        income taxes (Note 11)             163      (416)     110
       Gain on sale of assets (Note 5)     -      (359)         -
       Other (Note 4)                    (2)        122        49
  (Increase) decrease in receivables
   (Note 13)                              112      (58)        57
  (Increase) decrease in inventories    (25)         16        60
   Increase (decrease) in accounts
    payable and accrued liabilities    (113)        120      (60)
   Disbursements of VEBA trust             -          -       19
   Proceeds from insurance for
    asbestos litigation claims,
    excluding Fibreboard (Note 22)         180       47        97
   Payments for asbestos litigation
    claims, excluding Fibreboard
    (Note 22)                             (860)   (455)     (300)
   Proceeds from Fibreboard Settlement
    Trust as reimbursed for claims
    paid (Note 23)                          22        -         -
   Payments for Fibreboard asbestos
     litigation claims
     paid directly by the Company and
     reimbursed by the Fibreboard          (22)        -         -
     Settlement Trust (Note 23)
   Other                                  37        161     (136)
                                       -------   -------  --------

Net cash flow from operations           (28)        124       131
                                       -------   -------  --------

NET CASH FLOW FROM INVESTING

  Additions to plant and equipment     (244)      (253)     (227)
  Investment in subsidiaries, net of
    cash acquired (Note 5)                 (1)        -      (564)
  Proceeds from the sale of affiliate
    or business (Notes 5 and 15)           -        668         -
  Other                                   20       (33)        (8)
                                       -------   -------  --------

Net cash flow from investing           $(225)    $  382   $  (799)
                                       -------   -------  --------
</TABLE>


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


                             - 41 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

              CONSOLIDATED STATEMENT OF CASH FLOWS
              -------------------------------------

      FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
      ----------------------------------------------------
                           (Continued)
<TABLE>
  <S>                                    <C>        <C>     <C>

                                         1999      1998     1997
                                         ----      ----     ----

NET CASH FLOW FROM FINANCING (Notes 2,
3 and 8)

  Net additions (reductions) to long-
    term credit facilities             $  91     $ (635)  $  796
  Other additions to long-term debt      253       971       108
  Other reductions to long-term debt    (38)     (494)     (133)
  Net increase (decrease) in short-
    term debt                             (24)       41     (81)
  Repurchase of trust preferred hybrid
    securities                              -      (309)       -
  Premiums paid for early retirement
    of debt                                 -       (62)       -
  Dividends paid                        (16)      (16)      (14)
  Other                                    2       (4)         6
                                       -------   -------  -------

    Net cash flow from financing         268     (508)       682
                                       -------   -------  -------

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

Net increase (decrease) in cash and       16       (4)        13
cash equivalents

Cash and cash equivalents at beginning    54        58        45
of year                                -------   -------  ------

Cash and cash equivalents at end of    $  70     $  54    $   58
year                                   =======   =======  =======

</TABLE>

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


                             - 42 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          -------------------------------------------

1. Segment Data

In  accordance  with Statement of Financial Accounting  Standards
No. 131, "Disclosures about Segments of an Enterprise and Related
Information," the Company has identified two reportable operating
segments  and has reported financial and descriptive  information
about  each  of  those segments below on a  basis  that  is  used
internally for evaluating segment performance and deciding how to
allocate resources to those segments.

The  Company's two reportable operating segments are  defined  as
follows:

Building Materials
------------------

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

  Composite Materials
  -------------------

  Production  and  sale  of glass fiber  rovings,  mats  and
  veils;   long-fibre  reinforced  thermoplastic  compounds,
  glass   reinforced   plastic  pipe;   tailored   composite
  solutions    for    the    automotive,    buildings    and
  telecommunications  markets, and  composite  manufacturing
  services.

Intersegment sales, which include sales of Composite Materials to
Building   Materials,  are  generally  recorded  at   market   or
equivalent  value and are included in the internal evaluation  of
segment  performance. Income (loss) from operations by  operating
segment consists of net sales less related costs and expenses and
is  presented  on a basis that is used internally for  evaluating
segment performance. Certain categories of expenses such as  cost
of  borrowed  funds, general corporate expenses  or  income,  and
certain  non-recurring expense or income items are excluded  from
the  internal  evaluation  of segment performance.   Accordingly,
these  items  are not reflected in income (loss) from  operations
for the Company's reportable operating segments.  Please refer to
the  reconciliation of reportable operating segment  income  from
operations to consolidated income before income taxes  below  for
additional information about such items.

Total  assets  by reportable operating segment are  those  assets
that  are  used  in  the Company's operations in  each  operating
segment  and  do  not include general corporate assets.   General
corporate  assets consist primarily of cash and cash equivalents,
deferred  taxes,  asbestos  assets, and  corporate  property  and
equipment.   Please  refer  to the reconciliation  of  reportable
operating  segment assets to consolidated total assets below  for
additional information about such items.

External customer sales by geographic region are attributed based
upon  the location from which the product is shipped.  Long-lived
assets  by  geographic  region  are  attributed  based  upon  the
location of the assets.


                             - 43 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           -------------------------------------------
                           (Continued)
<TABLE>
<S>                                      <C>       <C>      <C>

1.           Segment Data (Continued)

NET SALES                                1999      1998     1997
                                         ----      ----     ----
                                         (In millions of dollars)
Reportable Operating Segments
-----------------------------

  Building Materials
     United States                     $3,632    $3,436   $ 2,704
     Europe                              234        272       301
     Canada and other                    245        219       212
                                       ------    -------  -------

        Total Building Materials       4,111      3,927     3,217
                                       ------    -------  -------

  Composite Materials
     United States                       569        686       707
     Europe                              338        372       392
     Canada and other                    144        135       157
                                       ------    -------  --------

        Total Composite Materials      1,051      1,193     1,256
                                       ------    -------  --------

        Total Reportable Operating
          Segments                     5,162      5,120     4,473

Reconciliation to Consolidated Net
Sales
-----------------------------------
  Composite Materials U.S. sales to
    Building Materials U.S.            (114)      (111)     (100)
                                       -------   -------  --------

     Net Sales                         $5,048    $5,009   $ 4,373
                                       =======   =======  =======

External Customer Sales by Geographic
Region
-------------------------------------

  United States                        $4,087    $4,011   $ 3,311
  Europe                                 572        644       693
  Canada and other                       389        354       369
                                       ------    ------   -------

     Net Sales                         $5,048    $5,009   $ 4,373
                                       ======    ======   =======
</TABLE>


                             - 44 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           -------------------------------------------
                           (Continued)
<TABLE>
<S>                                      <C>       <C>      <C>

1.  Segment Data (Continued)

INCOME (LOSS) FROM OPERATIONS            1999      1998     1997
                                         ----      ----     ----
                                         (In millions of dollars)
Reportable Operating Segments
-----------------------------

  Building Materials
     United States                     $ 392     $  235   $   180
     Europe                               12         15       (1)
     Canada and other                     33         16       (6)
                                       -------   -------  --------

        Total Building Materials         437        266       173
                                       -------   -------  --------

  Composite Materials
     United States                       144        170       180
     Europe                              (1)         27       (9)
     Canada and other                     16         11         5
                                       ------    -------  -------

        Total Composite Materials        159        208       176
                                       ------    -------- -------

        Total Reportable Operating     $ 596     $  474   $   349
          Segments                     ======    =======  =======

Geographic Regions
------------------

  United States                        $ 536     $  405   $   360
  Europe                                  11         42      (10)
  Canada and other                        49         27       (1)
                                       -------   -------  --------

     Total Reportable Operating        $ 596     $  474   $   349
       Segments                        ======    =======  =======

Reconciliation to Consolidated  Income
(Loss)  Before Provision (Credit)  for
Income Taxes
--------------------------------------

  Restructuring and other charges          -      (243)     (143)
    (Note 4)
  Asbestos litigation claims (Note 22)     -     (1,415)        -
  Gain on sale of affiliate or             -        359         -
    business (Note 5)
  General corporate income (expense)    (18)          1      (24)
  Cost of borrowed funds               (152)      (140)     (111)
                                       -------   -------  --------

    Consolidated Income (Loss) Before
      Provision (Credit) for Income
      Taxes                            $ 426     $ (964)  $    71
                                       =======   =======  =======
</TABLE>

                             - 45 -

                 OWENS CORNING AND SUBSIDIARIES
                 -------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)
<TABLE>
     <S>                             <C>         <C>      <C>

1.  Segment Data (Continued)


TOTAL ASSETS                                   December 31,
                                       1999        1998       1997
                                       ----        ----       ----
                                        (In millions of dollars)
Reportable Operating Segments
-----------------------------

  Building Materials
     United States                   $ 1,973     $1,894   $ 2,066
     Europe                             226         279       268
     Canada and other                   222         220       330
                                     -------     -------  -------

        Total Building Materials      2,421       2,393     2,664
                                     -------     -------  -------

  Composite Materials
     United States                      317         331       438
     Europe                             201         244       260
     Canada and other                   300         163       164
                                     -------     -------  -------

        Total Composite Materials       818         738       862
                                     -------     -------  -------

        Total Reportable Operating   $  3,239    $3,131   $ 3,526
          Segments                   ========    =======  =======

Reconciliation to Consolidated
Total Assets
------------------------------

  Asbestos insurance asset              230         484       573
  Deferred income taxes                 732         901       488
  Income tax receivable                  61         117        96
  Cash and cash equivalents              70          54        58
  Restricted marketable equity
   securities - Fibreboard            1,838           -         -
   Settlement Trust
  Investments in affiliates              65          45        52
  LIFO inventory valuation             (66)        (56)       (74)
    adjustment
  Other general corporate assets        325         425       277
                                     -------     -------  --------

     Consolidated Total Assets       $6,494      $5,101   $ 4,996
                                     =======     =======  ========

LONG-LIVED ASSETS BY GEOGRAPHIC
REGION
-------------------------------

  United States                      $1,707      $1,698   $ 1,792
  Europe                                339         371       357
  Canada and other                      397         311       382
                                     -------     -------  -------

     Total Long-Lived Assets         $2,443      $ 2,380  $ 2,531
                                     =======     =======  =======
</TABLE>

                             - 46 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)
<TABLE>
  <S>                                   <C>       <C>       <C>

1.  Segment Data (Continued)

PROVISION FOR DEPRECIATION AND
  AMORTIZATION                          1999      1998      1997
                                        ----      ----      ----
                                        (In millions of dollars)
Reportable Operating Segments
-----------------------------

  Building Materials
     United States                    $   95     $  96    $    72
     Europe                               20        20         18
     Canada and other                     13        12         16
                                      --------   ------   -------

        Total Building Materials         128       128        106
                                      --------   ------   -------

  Composite Materials
     United States                        22        19         24
     Europe                               19        18         18
     Canada and other                     18        11          9
                                      --------   ------   -------

        Total Composite Materials         59        48         51
                                      --------   ------   -------

        Total Reportable Operating    $  187     $ 176    $   157
          Segments                    ========   ======   =======

Geographic Regions

  United States                       $  117     $ 115    $    96
  Europe                                  39        38         36
  Canada and other                        31        23         25
                                      --------   ------   -------

       Total Reportable Operating     $  187     $ 176    $   157
         Segments                     ========   ======   =======

Reconciliation to Consolidated
Provision for Depreciation and
Amortization
-------------------------------

  General Corporate Depreciation
    and Amortization                      23         21        16
                                      --------   -------  --------



     Consolidated Provision for
      Depreciation and Amortization   $  210     $ 197    $   173
                                      ========   =======  ========
</TABLE>

                             - 47 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)
<TABLE>
<S>                                      <C>       <C>       <C>

1.  Segment Data (Continued)

ADDITIONS TO LONG-LIVED ASSETS
------------------------------

ADDITIONS TO PLANT AND EQUIPMENT
                                        1999      1998      1997
                                        ----      ----      ----
                                        (In millions of dollars)
Reportable Operating Segments
-----------------------------

  Building Materials
     United States                    $  127     $ 117    $    82
     Europe                               17        15         18
     Canada and other                      9        17         29
                                      -------    -------  -------

        Total Building Materials         153       149        129
                                      -------    -------  -------

  Composite Materials
     United States                        12        32         21
     Europe                               18        35         14
     Canada and other                     25         4         17
                                      -------    -------  -------

        Total Composite Materials         55        71         52
                                      -------    -------  -------

        Total Reportable Operating    $  208     $ 220    $   181
          Segments                    =======    =======  =======

Geographic Regions
-------------------

  United States                       $  139     $ 149    $   103
  Europe                                  35        50         32
  Canada and other                        34        21         46
                                      -------    ------   -------

       Total Reportable Operating     $  208     $ 220    $   181
         Segments                     ========   =======  ========

ADDITIONS TO GOODWILL (1)                  -         -        446
                                      --------   -------  -------

      Total Additions to Long-Lived
        Assets of Reportable          $  208     $ 220    $   627
        Operating Segments            ========   =======  ========

</TABLE>

(1) During 1997, the Company made certain acquisitions (Note 5)  which
    included cash expenditures for goodwill of $446 million, of  which
    $431 million was in Building Materials in the U.S., $9 million was
    in Composite Materials in the U.S., and $6 million was in Building
    Materials in Europe.


                             - 48 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)
<TABLE>
<S>                                      <C>       <C>

2.  Long-Term Debt
                                         1999      1998
                                         ----      ----
                                        (In millions of
                                            dollars)

U.S. credit facility due in 2002,      $ 366     $  259
  variable
Asian credit facility due in 2003,        23         29
  variable
European credit facilities due in          -         10
  1999, variable
Debentures due in 2005, 7.5%             300        300
Debentures due in 2008, 7.7%             250        250
Debentures due in 2009, 7.0%             250          -
Debentures due in 2018, 7.5%             400        400
Guaranteed debentures due in 2001, 10%    42         42
Debentures due in 2002, 8.875%            40         40
Debentures due in 2012, 9.375%             7          7
U.S. medium term notes due in 2000,       60         60
  7.0%
Bonds due in 2000, 7.25%, payable in
  Deutsche marks (Note 21)                50         50
Eurobonds due through 2001, 9.814%        25         36
  (Note 21)
Other long-term debt due through 2012,
 at rates from 6.25% to 13.80%           110         74
                                       -------   -------
                                       1,923      1,557
Less:   Current portion                 (159)       (22)
                                       -------   -------

    Total long-term debt               $1,764    $1,535
                                       =======   ======
</TABLE>


In  1998,  the  Company  amended its long-term  revolving  credit
agreement and reduced the maximum commitment equivalent  to  $1.8
billion,  of  which  portions  can  be  denominated  in  Canadian
dollars,  Belgian  francs  or  British  pounds  subject  to   the
provisions of the agreement. The agreement allows the Company  to
borrow  under  multiple options, which provide for varying  terms
and  interest  rates. The commitment fee, charged on  the  entire
commitment,  is a sliding scale based on credit ratings  and  was
 .25% at December 31, 1999.  As of December 31, 1999, $195 million
of  this  facility  was used for standby letters  of  credit  and
$1.239 billion was unused.  The weighted average rate of interest
on this facility was 6.81% at December 31, 1999.

The  Asian credit facility is payable in U.S. dollars and has  an
aggregate  commitment of 35 million U.S. dollars.   The  rate  of
interest  on this facility at December 31, 1999 was  7.08%.   The
commitment fee on the unused portions of the facility  was  .375%
at December 31, 1999.

The  European  credit facilities, which terminated in  1999,  was
payable  in  U.S. dollars and had an aggregate commitment  of  10
million U.S. dollars.

                             - 49 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           -------------------------------------------
                           (Continued)

2.  Long-Term Debt (Continued)

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

During the first quarter of 1999, the Company issued $250 million
of   senior  debt  securities  ("the  securities")  as  unsecured
obligations  of the Company.  These securities, which  mature  in
2009,   bear  an  annual  rate  of  interest  of  7.0%,   payable
semiannually.  The proceeds from the issuance of these securities
were  used  to  reduce  borrowings under the Company's  long-term
revolving credit agreement.  See also Note 21 to the Consolidated
Financial Statements.

During  1998, the Company issued three series of debt  securities
for  an  aggregate  principal amount of $950 million.  The  first
series,  representing $300 million of the securities, is due  May
1,  2005  and  bears an annual rate of interest of 7.5%,  payable
semiannually.   The second series, representing $250  million  of
the  securities, is due May 1, 2008 and bears an annual  rate  of
interest of 7.7%, payable semiannually. The third series, with an
aggregate  amount  of  $400 million,  bears  an  annual  rate  of
interest of 7.5%, payable semiannually, and matures on August  1,
2018.   All  series of securities (the "Notes")  were  issued  as
unsecured obligations of the Company and are redeemable, in whole
or  in  part,  at  the option of the Company at  any  time  at  a
redemption  price  equal  to  the greater  of  (i)  100%  of  the
principal  amount of such Notes or (ii) the sum  of  the  present
values  of  the  remaining scheduled payments  of  principal  and
interest at prevailing market rates.

During  the  third  quarter of 1998, the Company  commenced  cash
tender  offers  (the "tender offers") for an aggregate  principal
amount  of  $450  million for the following debt securities:  the
$150  million aggregate principal amount of the Company's  8-7/8%
Debentures due 2002, the $150 million aggregate principal  amount
of the Company's 9-3/8% Debentures due 2012, and the $150 million
aggregate  principal amount of the Company's 10%  Debentures  due
2001.  The tender offers were completed on August 3, 1998 and  as
of  that date, approximately $361 million of these Debentures had
been tendered.  In connection with this early retirement of debt,
the  Company paid premiums of approximately $62 million, incurred
non-cash  costs  of  approximately $2 million,  and  recorded  an
extraordinary  loss  of approximately $39 million,  or  $.72  per
share, net of related income taxes of $25 million.

Additionally,  during  the third quarter  of  1998,  the  Company
repurchased its $309 million of Trust Preferred Hybrid Securities
at  face  value which had been issued in October 1997 as  payment
for the Company's acquisition of the assets of AmeriMark and also
repaid $100 million of other debt which matured in August 1998.


                             - 50 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

2.  Long-Term Debt (Continued)

The  aggregate maturities and sinking fund requirements  for  all
long-term  debt  issues  for each of  the  five  years  following
December 31, 1999 are:

                           Credit        Other Long-Term
         Year            Facilities           Debt
         ----           -----------     ----------------
                            (In millions of dollars)

         2000               $  -                $159
         2001                  -                  64
         2002                366                  88
         2003                 23                   1
         2004                  -                   7


3.  Short-Term Debt

                             1999             1998
                             ----             ----
                             (In millions of dollars)

 Balance outstanding at
 December 31                $   68            $   69

 Weighted average
  interest rates on
  short-term debt
  outstanding at
  December 31                 6.7%               6.4%



The  Company had unused short-term lines of credit totaling  $174
million  and  $124  million  at  December  31,  1999  and   1998,
respectively.


                             - 51 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          ---------------------------------------------
                           (Continued)

4. Restructuring of Operations and Other Actions

During  the  third quarter of 1998, the Company recorded  a  $148
million pretax charge for restructuring and other actions as  the
final  phase  of  the Company's previously announced  program  to
close    manufacturing    facilities,    enhance    manufacturing
productivity  and reduce overhead.  On a cumulative  basis  since
the  fourth  quarter of 1997, the Company has  recorded  a  total
pretax charge of $386 million, of which $143 million was recorded
in  the  fourth quarter of 1997, $95 million was recorded in  the
first quarter of 1998, and $148 million was recorded in the third
quarter of 1998.

The  $148 million pretax charge in the third quarter of 1998  was
comprised   of   a  $30  million  charge  associated   with   the
restructuring  of  the Company's business  segments  and  a  $118
million  charge  associated with other actions, the  majority  of
which  represent asset impairments.  The $30 million  restructure
charge  has been classified as a separate component of  operating
expenses on the Company's consolidated statement of income  while
the  $118 million charge for other actions was comprised of a $60
million charge to cost of sales, a $4 million charge to marketing
and  administrative expenses, and a $54 million charge  to  other
operating  expenses.   The components of the  restructure  charge
included $9 million for personnel reductions and $21 million  for
the  divestiture of non-strategic businesses and  facilities,  of
which  $20  million  represented non-cash  asset  write-downs  to
estimated  fair  value  and  $1  million  represented  exit  cost
liabilities,  comprised primarily of lease  commitments.  The  $9
million  for  personnel  reductions represented  severance  costs
associated  with the elimination of approximately 400  positions,
primarily  in  the  U.S. and Asia.  The primary  groups  affected
included  manufacturing  and  administrative  personnel.   As  of
December  31,  1999, approximately $8 million has been  paid  and
charged   against   the   reserve   for   personnel   reductions,
representing the elimination of approximately 400 positions,  the
majority of whose severance payments were made over the course of
1999.  Charges of approximately $1 million have been made against
exit  cost liabilities and no adjustments have been made  to  the
liability.

The  components and classification of the $118 million  of  other
actions,   of  which  $103  million  represents  non-cash   asset
revaluations, included: $30 million to write down to  fair  value
certain manufacturing assets held for use in China, due primarily
to  poor  current and projected financial results at  that  time,
recorded  as  cost  of sales; $15 million to write  down  to  net
realizable value equipment and inventory made obsolete by changes
in the Company's manufacturing and marketing strategies, recorded
as cost of sales; $17 million for the write-down of an investment
in  and  the  write- off of a receivable from a joint venture  in
Korea  to reflect the business outlook at that time and the  fair
market value of the assets, recorded as other operating expenses;
$12  million for the write-down of goodwill associated  with  the
1995  acquisition  of Fiber-lite, determined to be  unrecoverable
due  to  a  change  in  market conditions  and  customer  demand,
recorded  as  other operating expenses; and $9  million  for  the
write-down  of  certain assets in the U.S. to fair market  value,
recorded as cost of sales. The Company plans to hold and use  the
investments but disposed of the equipment in 1998.  Also included
in the $118 million charge for other actions were $13 million for
the  write-  off  of  certain receivables in the  U.S.  and  Asia
determined  to be uncollectable, recorded as cost  of  sales  and
other  operating  expenses;  and $22 million  for  other  actions
recorded as cost of sales, marketing and administrative expenses,
and other operating expenses.


                             - 52 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           -------------------------------------------
                           (Continued)

4. Restructuring of Operations and Other Actions (Continued)

During  the  first quarter of 1998, the Company  recorded  a  $95
million pretax charge for restructuring and other actions as  the
second phase of the Company's strategic restructuring program  to
enhance manufacturing productivity and reduce overhead.

The  $95  million pretax charge in the first quarter of 1998  was
comprised   of  an  $87  million  charge  associated   with   the
restructuring  of  the  Company's business  segments  and  an  $8
million  charge  associated with other actions. The  $87  million
restructure charge has been classified as a separate component of
operating  expenses  on the Company's consolidated  statement  of
income  while  the  $8  million  charge  for  other  actions  was
comprised  of  a  $5 million charge to cost of  sales  and  a  $3
million  charge  to marketing and administrative  expenses.   The
components  of  the restructure charge included $81  million  for
personnel reductions and $6 million for the divestiture  of  non-
strategic   businesses  and  facilities,  of  which  $2   million
represented exit cost liabilities, comprised primarily  of  lease
commitments. The $81 million for personnel reductions represented
severance  costs associated with the elimination of approximately
1,500  positions worldwide.  The primary employee groups affected
included  manufacturing  and corporate administrative  personnel.
As  of December 31, 1999, approximately $67 million has been paid
and   charged  against  the  reserve  for  personnel  reductions,
representing  the  elimination of approximately 1,500  employees,
the  majority  of  whose severance payments were  made  over  the
course  of 1998 and 1999, and approximately $2 million  has  been
charged  against exit cost liabilities. No adjustments have  been
made to the liability.

During  the fourth quarter of 1997, the Company recorded  a  $143
million pretax charge for restructuring and other actions as  the
first  phase  of  the program to close manufacturing  facilities,
enhance manufacturing productivity and reduce overhead. The  $143
million  pretax  charge was comprised of  a  $68  million  charge
associated  with  the  restructuring of  the  Company's  business
segments   and  a  $75  million  charge  associated  with   asset
impairments,  including investments in certain  affiliates.   The
components  of  the restructure charge included $25  million  for
personnel  reductions; $41 million for the  divestiture  of  non-
strategic  businesses  and  facilities,  of  which  $13   million
represented exit cost liabilities, primarily for leased warehouse
and  office facilities to be vacated, and $28 million represented
non-cash  asset  revaluations; and $2 million for other  actions.
The   divestiture  of  non-strategic  businesses  and  facilities
included   the  closure  of  the  Candiac,  Quebec  manufacturing
facility.   During  the  second  quarter  of  1999,  the  Candiac
manufacturing  facility was re-opened in order  to  meet  current
market demands.

The  $25  million  for  personnel reductions  during  the  fourth
quarter  of 1997 represented severance costs associated with  the
elimination  of  nearly  550  positions  worldwide.  The  primary
employee  groups  affected included manufacturing  and  corporate
administrative personnel. As of December 31, 1999,  approximately
$22  million  has been paid and charged against the  reserve  for
personnel    reductions,   representing   the   elimination    of
approximately  550  employees, the majority  of  whose  severance
payments  were  made  over  the course  of  1998  and  1999,  and
approximately  $10  million has been charged  against  exit  cost
liabilities. No adjustments have been made to the liability.


                             - 53 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

4. Restructuring of Operations and Other Actions (Continued)

The  components  and classification of the $75 million  of  other
actions  during the fourth quarter of 1997 included:  $17 million
for  the  write-off of certain assets and investments  associated
with  unconsolidated joint ventures in Spain  and  Argentina  due
primarily to poor current and projected financial results and the
expected  loss  of  local partners, recorded as  other  operating
expenses;  $12 million for the write-down of certain  investments
in  mainland  China to reflect the current business  outlook,  at
that time, and the fair market value of the investments, recorded
as  cost  of  sales; $24 million to write down to net  realizable
value  equipment and inventory made obsolete by  changes  in  the
Company's  manufacturing  and marketing strategies,  recorded  as
cost  of sales; $8 million for a supplemental employee retirement
plan  approved  by  the  Board  of Directors  in  December  1997,
recorded as marketing and administrative expenses; $5 million for
the  write-off of an insurance receivable that was determined  to
be uncollectable after judicial rejection of the Company's claim,
recorded as other operating expenses; and $9 million for  several
other   actions   recorded  as  cost  of  sales,  marketing   and
administrative  expenses,  and  other  operating  expenses.   The
Company  plans  to hold and use the investments but  disposed  of
most of the equipment in 1998.

The following table summarizes the status of the liabilities from
the  restructure  program described above,  including  cumulative
spending and adjustments and the remaining balance as of December
31, 1999:

(In millions of dollars)      Beginning    Total     Ending
                              Liability   Payments   Liability
                               ---------  --------   ---------

Personnel Costs                $ 115     $ (97)     $   18
Facility and Business
  Exit Costs                      16       (13)          3
Other                              2        (2)          -
                               -----      ------     -----

Total                          $ 133     $(112)     $   21
                               =====      ======     =====

The    Company   continually   evaluates   whether   events   and
circumstances  have  occurred that  indicate  that  the  carrying
amount of certain long-lived assets is recoverable.  When factors
indicate that a long-lived asset should be evaluated for possible
impairment,  the  Company  uses  an  estimate  of  the   expected
undiscounted cash flows to be generated by the asset to determine
whether  the  carrying amount is recoverable or if an  impairment
exists.   When  it is determined that an impairment  exists,  the
Company uses the fair market value of the asset, usually measured
by  the  discounted cash flows to be generated by the  asset,  to
determine  the  amount of the impairment to be  recorded  in  the
financial statements.

                             - 54 -

                 OWENS CORNING AND SUBSIDIARIES
                 -------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           -------------------------------------------
                           (Continued)

5.  Acquisitions and Divestitures of Business

Acquisitions
------------

In  connection  with a proposal received from  its  Korean  joint
venture partner, the Company infused approximately $29 million of
cash  into  this  venture in March 1999.  As  a  result  of  this
investment,  along  with  additional  investments  by  the  other
partner,  the Company increased its ownership interest  in  Owens
Corning Korea to 70%.  The Company accounted for this transaction
under  the  purchase  method  of accounting  whereby  the  assets
acquired and liabilities assumed, including $84 million in  debt,
have  been  recorded  at their fair values  and  the  results  of
operations  have been consolidated since the date of acquisition.
Prior  to that date, the Company accounted for this joint venture
under   the  equity  method.   The  pro  forma  effect  of   this
acquisition was not material to the financial statements.

During  1997,  the  Company  made  several  acquisitions  in  the
Building  Materials segment in the United States and  Europe  and
two acquisitions in the Composite Materials segment in the United
States  and Canada.  These acquisitions were consummated  through
the  exchange of various combinations of common stock, cash,  and
trust  preferred  hybrid securities (Note  8)  for  an  aggregate
purchase  price of $886 million.  The largest of  these  was  the
acquisition  of  Fibreboard  Corporation  (Fibreboard),  a  North
American manufacturer of vinyl siding and accessories, as well as
manufactured  stone, which operates more than  130  company-owned
distribution  centers in 32 states.  The purchase price  of  this
acquisition  was  $660 million, including debt  assumed  of  $138
million  and was consummated by the exchange of cash for  all  of
the outstanding common shares of Fibreboard at a price of $55 per
share.  At the time of acquisition, management formulated a  plan
to  divest  Fibreboard's calcium silicate  insulation  and  metal
jacket business (Pabco).  During  the first quarter of 1998,  the
Company sold Pabco for approximately $37 million.

The  second  largest acquisition in 1997 was the  acquisition  of
AmeriMark   Building  Products,  Inc.  (AmeriMark),  a  specialty
building   products  company  serving  the  exterior  residential
housing  industry. The acquisition was completed for  a  purchase
price of $317 million and was consummated by the exchange of $309
million  in  trust preferred hybrid securities and $8 million  in
cash for the net assets of AmeriMark.

The Company completed four additional acquisitions during 1997 in
the  U.S.,  Europe  and Canada. The aggregate purchase  price  of
these acquisitions was $47 million.  These acquisitions exchanged
340,000  shares of the Company's common stock and $34 million  in
cash  for the net assets of the acquired companies. Additionally,
during  1997,  the Company issued 178,218 shares  of  its  common
stock as a final adjustment to certain of its 1995 acquisitions.

The  incremental  sales from the acquisitions,  in  the  year  of
acquisition,  were $534 million for the year ended  December  31,
1997.  The pro forma effect of the 1997 acquisitions, except  for
the acquisitions of Fibreboard and AmeriMark, was not material to
net income for the year ended December 31, 1997.

All acquisitions were accounted for under the purchase method  of
accounting,  whereby the assets acquired and liabilities  assumed
have  been  recorded  at their fair values  and  the  results  of
operations  for  the  acquisitions  have  been  included  in  the
Company's  consolidated financial statements  subsequent  to  the
dates  of  acquisition.   The  estimated  fair  value  of  assets
acquired during 1997 was $1.409 billion, and liabilities assumed,
including  $150  million  in debt, totaled  $523  million.  Total
assets acquired during 1997 included goodwill of $546 million, of
which $446 million represents a cash expenditure.

                             - 55 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

5.  Acquisitions and Divestitures of Business (Continued)

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

                                      Year Ended
                                   December 31, 1997
                                   -----------------
                               (In millions of dollars,
                                  except share data)

Net sales                               $  5,041
Income from continuing operations             46
Diluted earnings per share from
 continuing operations                  $    .86


Divestitures
------------

Late  in  the  first quarter of 1998, the Company  sold  its  50%
ownership  interest  in  Alpha/Owens  Corning,  LLC.   With  cash
proceeds  of approximately $103 million, the Company  recorded  a
pretax gain of approximately $84 million.

During  the  third quarter of 1998, the Company  formed  a  joint
venture  for  its  yarns  and specialty materials  business  (the
"yarns  business")  to  which  it contributed  two  manufacturing
plants  and  certain proprietary technology.   On  September  30,
1998, the Company completed the sale of 51% of the yarns business
to  a U.S. subsidiary of Groupe Porcher Industries of Badinieres,
France  for  $340 million.  The Company continues to have  a  49%
ownership  interest  in  the  joint venture.  Upon  closing,  the
Company  also  received a distribution of $193 million  from  the
joint  venture. In connection with the sale, the Company  entered
into an agreement with the joint venture to support the liquidity
of  the  joint  venture up to a maximum of $65  million.    As  a
result  of the sale of 51% interest ofin the yarns joint  venture
business  and  the  receipt of the distribution  from  the  joint
venture,  the  Company recordeded a pretax gain of $295  million,
net of its commitment under the agreement referred to above.

The results of operations of the yarns business are reflected  in
the Company's consolidated statement of income through the period
ending  September 30, 1998.  For the nine months ended  September
30, 1998 and the year ended December 31, 1997, the yarns business
recorded  sales of approximately $205 million and  $277  million,
respectively,  and  income from operations of  approximately  $57
million  and  $80 million, respectively. Effective September  30,
1998,  the  Company accounts for its ownership  interest  in  the
yarns business under the equity method.

                             - 56 -

                 OWENS CORNING AND SUBSIDIARIES
                  -----------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

5.  Acquisitions and Divestitures of Business (Continued)

Additionally, during the third quarter of 1998, the Company  sold
its  Kitsons  distribution business in the U.K. and  its  windows
manufacturing business in the U.S. and recorded a pretax loss  of
approximately $20 million.

6. Business Process Reengineering Costs

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

7.  Convertible Monthly Income Preferred Securities (MIPS)

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

The  Preferred Securities are guaranteed in certain  respects  by
the  Company  and are convertible, at the option of the  holders,
into Company common stock at the rate of 1.1416 shares of Company
common  stock  for  each  Preferred  Security  (equivalent  to  a
conversion price of $43.80 per common share).  Effective June  1,
1998,  OC Capital can initiate conversion.  Distributions on  the
Preferred Securities are cumulative and are payable at the annual
rate  of  6-1/2% of the liquidation preference of $50 per  Preferred
Security.  Distributions of $13 million  ($8  million  after-tax)
have  been  recorded  net  of tax as  minority  interest  on  the
Company's consolidated statement of income for each of the  years
ended December 31, 1999, 1998 and 1997.

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


                             - 57 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           -------------------------------------------
                           (Continued)

8.  Trust Preferred Hybrid Securities

In  1997,  the  Company  delivered  6,180,000  7%  Income  PRIDES
securities  ("Hybrid Securities") in payment of $309  million  of
the purchase price for the Company's acquisition of the assets of
AmeriMark Building Products, Inc. (Note 5).

Distributions  of $13 million and $5 million ($8 million  and  $3
million  after-tax, respectively) pursuant to the Trust Preferred
Securities  have  been recorded net of tax as  minority  interest
during 1998 and 1997, respectively.

During  the  third quarter of 1998, the Company  repurchased  the
Hybrid Securities at face value and redeemed the Debentures.

9.  Postemployment and Postretirement Benefits Other Than Pensions

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

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

In  accordance  with Statement of Financial Accounting  Standards
No.   132,  "Employers'  Disclosures  about  Pensions  and  Other
Postretirement   Benefits,"  the  following  tables   provide   a
reconciliation  of the changes in the accumulated  postretirement
benefits  obligation and the accrued benefits cost  liability  at
October  31,  1999  and 1998, as reflected  on  the  consolidated
balance sheet at December 31, 1999 and 1998:

                             - 58 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

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

<TABLE>
<S>                                    <C>       <C>

                                         1999      1998
                                         ----      ----
                                        (In millions of
                                            dollars)

Change in Accumulated Postretirement
Benefit Obligation
-------------------------------------

Benefits obligation at beginning of    $  343    $  328
period
Service cost                                8         9
Interest cost                              24        23
Amendments                                  1       (2)
Impact of curtailment                       -      (12)
Actuarial (gain) loss                    (35)        20
Currency (gain) loss                        1       (2)
Benefits paid                            (23)      (21)
                                       --------  -------

Benefits obligation at end of period   $  319    $  343
                                       ========  =======

Funded status                          $(319)    $(343)
Unrecognized net actuarial (gain) loss      2        37
Unrecognized prior service cost             -      (11)
Benefit payments subsequent to
valuation date                              4         3
                                       --------  -------
Accrued benefit cost (includes current
liabilities of $26 million and $21
million in 1999 and 1998 respectively) $(313)    $(314)
                                       ========  =======

Weighted-average assumptions as of
December 31                              1999      1998
----------------------------------       ----      ----
Discount rate                            8.0%      7.0%

</TABLE>

The  following  table  presents the components  of  net  periodic
benefits cost during 1999, 1998 and 1997:

<TABLE>
<S>                                      <C>     <C>    <C>

Components of net periodic benefit cost  1999    1998   1997
---------------------------------------   ----    ----   ----
                                        (In millions of dollars)

Service cost                            $  8    $  9   $   7
Interest cost                             24      23      20
Amortization of prior service cost        (9)    (20)    (20)
Curtailment (gain) loss                   -      (3)       -
                                         ----   ------  -----
Net periodic benefit cost               $ 23    $  9   $   7
                                         ====   ======  =====
</TABLE>

For  measurement purposes, a 6.5% annual rate of increase in  the
per  capita  cost of covered health care claims was  assumed  for
2000.   The  rate was assumed to decrease to 6.0%  for  2001  and
thereafter.   The  health care cost trend rate assumption  has  a
significant effect on the amounts reported.  To illustrate, a one-
percentage  point change in the assumed health  care  cost  trend
rate would have the following effects as of October 31, 1999  and
1998:

                             - 59 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

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

<TABLE>
 <S>                     <C>       <C>        <C>          <C>
                                 1999                  1998
                                 ----                  ----
                        1-Percentage Point    1-Percentage Point

                        Increase   Decrease   Increase   Decrease
                        --------   --------   ---------  --------
                                      (In millions of dollars)
Effect on total of
 service and interest
 cost components         $    4     $   (3)   $      4   $    (3)
Effect on accumulated
 postretirement
 benefit obligation          29        (23)         31       (27)

</TABLE>

The Company also recognizes the obligation to provide benefits to
former   or  inactive  employees  after  employment  but   before
retirement under certain conditions.  These benefits include, but
are   not   limited   to,   salary   continuation,   supplemental
unemployment  benefits,  severance  benefits,  disability-related
benefits  (including  workers' compensation),  job  training  and
counseling, and continuation of benefits such as health care  and
life  insurance  coverage.  The accrued  postemployment  benefits
cost liability at October 31, 1999 and 1998, as reflected on  the
balance  sheet at December 31, 1999 and 1998 was $34 million  and
$36  million, respectively, including current liabilities  of  $4
million  and  $3  million, respectively.  The net  postemployment
benefits  expense was $2 million in 1999 and 1998, and less  than
$1 million in 1997.

10.  Pension Plans

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

In  accordance  with Statement of Financial Accounting  Standards
No.   132,  "Employers'  Disclosures  about  Pensions  and  Other
Postretirement   Benefits,"  the  following  tables   provide   a
reconciliation  of the changes in the projected pension  benefits
obligation, the changes in the pension plan assets, and  the  net
pension  liability at October 31, 1999 and 1998, as reflected  on
the consolidated balance sheet at December 31, 1999 and 1998:


                             - 60 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)
<TABLE>
<S>                                       <C>        <C>

10.  Pension Plans (Continued)
                                         1999      1998
                                         ----      ----
                                        (In millions of
                                            dollars)
Change in Projected Pension Benefit
Obligation
------------------------------------

Benefits obligation at beginning of
period                                 $ 975     $  997
Service cost                              19         19
Interest cost                             65         69
Amendments                                 2          2
Impact of curtailment                    (4)        (7)
Impact of foreign currency translation     -        (7)
Actuarial (gain) loss                   (57)         70
Employee contributions                     2          3
Benefits paid                          (137)      (171)
                                       -------   -------
Benefits obligation at end of period   $ 865     $  975
                                       =======   =======
</TABLE>

Benefits  paid  during 1999 and 1998 include  payments  resulting
from  the Company's restructuring program and the sale of certain
businesses.  (Notes 4 and 5)

<TABLE>
<S>                                      <C>       <C>

Change in Pension Plan Assets            1999      1998
-----------------------------            ----      ----
                                        (In millions of
                                            dollars)

Fair value of plan assets at beginning
of period                              $ 961     $1,059
Actual return on plan assets             154         74
Impact of foreign currency translation     2        (9)
Employer contributions                     2          4
Employee contributions                     3          3
Settlement                              (16)        (5)
Benefits paid                          (129)      (165)
                                       -------   -------
Fair value of plan assets at end of
period                                 $ 977     $  961
                                       =======   =======

Funded status                          $ 112     $ (14)
Unrecognized net transition (asset)
obligatn                                 (22)      (31)
Unrecognized net actuarial (gain) loss   (53)       77
Unrecognized prior service cost          (25)      (32)
                                       -------   -------
Prepaid (accrued) benefit cost         $  12     $    -
                                       =======   =======


Amounts Recognized in the Consolidated
Balance Sheet                            1999      1998
--------------------------------------   ----      ----

                                        (In millions of
                                            dollars)

Prepaid benefit cost                   $  51     $   53
Accrued benefit liability (includes
current liabilities of less than $1     (39)       (56)
million in 1999 and 1998)
Accumulated other comprehensive income     -          3
                                       --------  -------

Net amount recognized                  $  12     $    -
                                       ========  =======

</TABLE>


                             - 61 -

                 OWENS CORNING AND SUBSIDIARIES
                  -----------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           -------------------------------------------
                           (Continued)
<TABLE>
 <S>                                   <C>       <C>

10.  Pension Plans (Continued)

 Weighted-average assumptions as of
 December 31                           1999      1998
 ----------------------------------    ----      ----

 Discount rate                         8.00%     7.00%
 Expected return on plan assets        9.00%     9.00%
 Rate of compensation increase         5.50%     5.50%

</TABLE>

The  following  table  presents the components  of  net  periodic
pension cost during 1999, 1998 and 1997:

<TABLE>
 <S>                                <C>     <C>       <C>

 Components of Net Periodic
 Pension Cost                      1999     1998     1997
 --------------------------        ----     ----     ----
                                  (In millions in dollars)

 Service cost                    $ 19      $ 19     $ 15
 Interest cost                     65        69       64
 Expected return on plan assets   (75)      (83)     (84)
 Amortization of transition
 amount                             (5)       (5)      (5)
 Amortization of prior service
 cost                               (4)       (7)      (7)
 Amortization of net actuarial
 (gain) loss                         5         4       11
 Curtailment/Settlement (gain)
 loss                               (6)        1        2
                                 ------    ------   -----
 Net periodic benefit cost       $(1)      $(2)     $  (4)
                                 ======    ======   =====
</TABLE>

Certain  of  the  Company's  pension plans  have  an  accumulated
benefit  obligation  (ABO) in excess of the fair  value  of  plan
assets.  The ABO and fair value of plan assets for such plans are
$9 million and $4 million, respectively, at October 31, 1999, and
$744 million and $707 million, respectively, at October 31, 1998.

Certain of the Company's pension plans are unfunded.  The portion
of   the  total  projected  benefit  obligation  attributable  to
unfunded  plans  is approximately $3 million and $13  million  at
October 31, 1999 and 1998, respectively.

The Company also sponsors defined contribution plans available to
substantially all U.S. employees. Company contributions  for  the
plans  are based on matching a percentage of employee savings  up
to a maximum savings level.  The Company's contributions were $14
million in 1999, $14 million in 1998, and $13 million in 1997.

                             - 62 -

                 OWENS CORNING AND SUBSIDIARIES
                 -------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)
<TABLE>
   <S>                              <C>     <C>      <C>

11.  Income Taxes

                                   1999     1998     1997
                                   ----     ----     ----
                                  (In millions in dollars)
 Income (loss) before provision
   (credit) for income taxes:

   U.S.                            $ 374   $(897)   $151
   Foreign                            52   (67)     (80)
                                   -----   -----    -----

      Total                        $ 426   $(964)   $71
                                   =====   =====    =====

 Provision (credit) for income
 taxes:

   Current
   U.S.                            $(56)   $(86)    $(123)
   State and local                 (2)        -      1
   Foreign                          16        5     21
                                   -----   -----    -----

      Total current                 (42)   (81)     (101)
                                   -----   -----    -----

   Deferred
   U.S.                            158     (203)    151
   State and local                  25     (20)     (3)
   Foreign                           8      (2)     (38)
                                   -----   -----    -----

      Total deferred                191    (225)    110
                                   -----   -----    -----

      Total provision (credit)
        for income taxes           $ 149   $(306)   $9
                                   =====   =====    =====
</TABLE>

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

<TABLE>
 <S>                               <C>     <C>      <C>

                                   1999     1998     1997
                                   ----     ----     ----
 U.S. federal statutory rate        35%     (35)%      35%
 State and local income taxes        4       (1)        5
 Operating losses of foreign
 subsidiaries                        2         3       24
 Foreign tax credits                (1)        -       (6)
 Change in effective state
 income tax rate                      -        -       (9)
 Conclusion of prior year tax
 audits                               -        -       (4)
 Utilization of tax loss
 carrybacks                           -        -      (20)
 Adjustment of valuation
 allowances                           -        -      (10)
 Special tax election (a)            (3)      (1)       -
 Other                               (2)       2       (3)
                                 -------   ------   ------

 Effective tax rate                  35%     (32)%     12%
                                 =======   =======  ======
</TABLE>

(a) Represents a one-time tax benefit associated with Asia
    Pacific operations in 1998 and with UK operations in 1999.


                             - 63 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

11.  Income Taxes (Continued)

As  of  December  31,  1999, the Company  has  not  provided  for
withholding  or  U.S. federal income taxes on approximately  $288
million  of  accumulated undistributed earnings  of  its  foreign
subsidiaries  as  they  are  considered  by  management   to   be
permanently reinvested.  If these undistributed earnings were not
considered  to  be  permanently  reinvested,  approximately   $26
million of deferred income taxes would have been provided.

At  December  31,  1999,  the  Company  had  net  operating  loss
carryforwards for certain of its foreign subsidiaries and certain
of  its  state  tax jurisdictions, the tax benefit  of  which  is
approximately  $275 million. Tax benefits of $208 million  expire
over  the  period from 2000 through 2020, and the  remaining  $67
million have an indefinite carryforward.

The  cumulative temporary differences giving rise to the deferred
tax  assets and liabilities at December 31, 1999 and 1998 are  as
follows:

<TABLE>
 <S>                    <C>       <C>         <C>             <C>

                                1999                   1998
                                ----                   ----

                        Deferred   Deferred    Deferred   Deferred
                          Tax         Tax      Tax           Tax
                         Assets   Liabilities  Tax        Liabilities
                        --------  -----------  ---------  -----------
                                  (In millions of dollars)

 Asbestos litigation
 claims                 $  618      $  -        $  844      $      -
 Other employee
 benefits                  140         -           142             -
 Pension plans              20        17            23            12
 Depreciation                -       254             -           217
 Operating loss
 carryforwards             275         -           157             -
 State and local taxes       -        58             -            60
 Other                     283       214           237           155
                         ------    -----       ------       --------
   Subtotal              1,336       543         1,403           444
 Valuation allowances      (61)        -           (58)            -
                        ------    -----       ------        --------
 Total deferred taxes   $1,275    $  543        $1,345      $    444
                        ======    =====       ======        ========
</TABLE>

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

12.  Science and Technology Expenses

Science   and   technology   expenses  represent   research   and
development  costs of $59 million in 1999, $57 million  in  1998,
and $69 million in 1997.

                             - 64 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

13.  Accounts Receivable Securitization

In  1999,  1998  and  1997,  the Company  sold  certain  accounts
receivable  of its Building Materials operations to a 100%  owned
subsidiary, Owens Corning Funding Corporation ("OC Funding").  OC
Funding  has  an  agreement whereby it can sell, on  a  revolving
basis, an undivided percentage ownership interest in a designated
pool  of  accounts receivable, up to a maximum of  $125  million,
which  will  expire in October 2000.  At December  31,  1999  and
1998,  $125 million have been sold under this agreement, and  the
sale has been reflected as a reduction of accounts receivable  in
the Company's consolidated balance sheet.

In  1999,  1998 and 1997, the Company also sold certain  accounts
receivable of certain European operations. At December  31,  1999
and   1998,   $70  million  and  $71  million  have  been   sold,
respectively, and the sale has been reflected as a  reduction  of
accounts receivable in the Company's consolidated balance sheet.

The  Company  maintains an allowance for doubtful accounts  based
upon  the  expected  collectibility  of  all  consolidated  trade
accounts receivable, including receivables sold by OC Funding and
the European operations.  Discounts of $9 million, $9 million and
$6  million on the receivables sold have been recorded  as  other
expenses  on the Company's consolidated statement of  income  for
the years ended December 31, 1999, 1998 and 1997, respectively.

14.  Inventories

Inventories are summarized as follows:

                                       1999      1998
                                       ----      ----
                                      (In millions of
                                          dollars)

 Finished goods                       $  374   $   317
 Materials and supplies                  158       176
                                      ------   -------
 FIFO inventory                         532       493
 Less:  Reduction to LIFO basis         (66)      (56)
                                      ------   -------
   Total inventory                    $  466   $   437
                                      ======   =======


Approximately $269 million and $271 million of total  inventories
were  valued using the LIFO method at December 31, 1999 and 1998,
respectively.

                             - 65 -

                 OWENS CORNING AND SUBSIDIARIES
                 -------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

15.                Investments in Affiliates

At  December  31, 1999 and 1998, the Company's affiliates,  which
generally  are  engaged in the manufacture of fibrous  glass  and
related    products    for    the    insulation,    construction,
reinforcements, and textile markets, include:
<TABLE>
    <S>                                         <C>       <C>

                                              Percent  Ownership
                                               1999      1998
                                               ----      ----


     Advanced Glassfiber Yarns, LLC (U. S.)      49%      49%
     Amiantit Fiberglass Industries,             30%      30%
       Ltd. (Saudi Arabia)
     Arabian Fiberglass Insulation Company,
       Ltd. Saudi Arabia)                        49%      49%
     Owens Corning Energy LLC (U. S.)            50%       -
     Flowtite Andercol S.A. (Colombia)           50%      50%
 (a) Flowtite Argentina  (Argentina)            100%     100%
     Flowtite (Botswana) (Proprietary)           49%      49%
       Limited (Botswana)
 (a) Flowtite Iberica, S.A. (Spain)             100%     100%
     Mat Line LLC (U. S.)                        50%       -
     Northern Elastomeric, Inc. (U. S.)          50%       -
     Owens Corning (India) Limited (India)       49%      49%
 (b) Owens Corning Korea (Korea)                 70%      30%
     Owens Corning (Nanjing) (China)             50%      50%
     Owens Corning Yapi Merkezi Boru Sanayi
      VeTicaret A.S. (Turkey)                    50%      50%
     Owens-Corning Eternit Rohre                 50%      50%
      GmbH (Germany)
     Siam Fiberglass Co., Ltd. (Thailand)        17%      17%
     Stamax LLC (Netherlands)                    50%       -
     Stamax NA LLC (U. S.)                       50%       -
     Vitro-Fibras, S.A. (Mexico)                 40%      40%

</TABLE>


(a)  In late 1997, the Company acquired 100% ownership of Owens-
     Corning Canos, S.A. and Flowtite Iberica, S.A.  The Company
     considers its 100% ownership to be temporary and therefore
     continues to account for them as unconsolidated affiliates
     under the equity method.

(b)  On March 12, 1999, the Company increased its ownership interest
     in Owens Corning Korea to 70%, and has consolidated this
     subsidiary since that date.


                             - 66 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           -------------------------------------------
                           (Continued)

15.  Investments in Affiliates (Continued)

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

                                   1999       1998      1997
                                   ----       ----      ----
                                    (In millions of dollars)
 At December 31:

   Current assets                 $239       $245      $227
   Noncurrent assets               623        684       289
   Current liabilities             171        143       145
   Noncurrent liabilities          514        585       287

 For the year ended December
 31:

   Net sales                       477        540       535
   Gross margin                    138        159       133
   Net income                        7         30        21


The  Company's  equity in undistributed net income of  affiliates
was $12 million at December 31, 1999.

Net   sales,  gross  margin, and net income for  the  year  ended
December  31, 1998 have been presented on a full-year  basis  for
Advanced  Glassfiber  Yarns,  LLC (AGY).   The  Company's  former
specialty   yarns   business  is  included   in   the   Company's
consolidated  financial  statements  through  the  period  ending
September 30, 1998 (Note 5).

Net  sales, gross margin, and net income for Owens Corning  Korea
have  been  included in the amounts reported for 1998  and  1997.
This information has not been included for 1999 as the entity has
been consolidated since March 12, 1999.

                             - 67 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           -------------------------------------------
                           (Continued)

16.  Accounts Payable and Accrued Liabilities

                                               1999       1998
                                                ----       ----
                                          (In millions of dollars)

  Accounts payable                           $  456     $ 522
  Payroll and vacation pay                       26        51
  Payroll, property, and miscellaneous taxes     32        34
  Other employee benefits liability
      (Note 9)                                   30        24
  Restructure costs (Note 4)                     17        35
  Other                                         278       276
                                              ------     ------
     Total                                   $  839     $ 942
                                              ======     ======


17.  Consolidated Statement of Cash Flows

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

                                   1999       1998       1997
                                    ----      ----        ----
                                    (In millions of dollars)

     Income taxes                 $ (77)     $(80)      $ (6)
     Cost of borrowed funds          154       151        123


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

During  the  years ended December 31, 1999 and 1998 and  the  six
months  ended  December  31, 1997, gross  payments  for  asbestos
litigation  claims  filed against Fibreboard  were  approximately
$136 million, $129 million and $126 million, respectively, all of
which  were  paid/reimbursed  by  Fibreboard's  insurers  or  the
Fibreboard Settlement Trust.

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

18.  Leases

The Company leases certain manufacturing equipment and office and
warehouse  facilities  under  operating  leases,  some  of  which
include  cost  escalation  clauses,  expiring  on  various  dates
through 2015. Total rental expense charged to operations was $143
million in 1999, $130 million in 1998, and $124 million in  1997.
At December 31, 1999, the minimum future rental commitments under
noncancellable  leases with initial maturities greater  than  one
year payable over the remaining lives of the leases are:


                             - 68 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           -------------------------------------------
                           (Continued)

18.  Leases (Continued)

                                     Minimum Future
                                   Rental Commitments
             Period                ------------------
             ------             (In millions of dollars)

              2000                     $   82
              2001                         68
              2002                         57
              2003                         42
              2004                         22
        2005 through 2015                  94
                                       ------
                                       $  365
                                       =======



19.  Stock Compensation Plans

The  Company currently has three stock-based compensation  plans.
The  Company's  Stock Performance Incentive Plan ("SPIP")  grants
stock options, restricted stock, performance restricted stock and
phantom performance units. The Owens Corning 1995 Stock Plan ("95
Stock  Plan")  grants options, restricted stock  and  performance
stock awards.  The SPIP and the 95 Stock Plan (collectively,  the
"Plans"), permit up to 2 percent and 1 percent, respectively,  of
common shares outstanding at the beginning of each calendar  year
to  be awarded as stock options and restricted stock (with 25% of
this  amount as the maximum permitted number of restricted  stock
awards).  The Company may carry forward, independently  for  each
plan,  unused shares from prior years and may increase the shares
available  for awards in any calendar year through an advance  of
up  to  25%  of  the subsequent year's allocation (determined  by
using  25%  of the current year's allocation).  These shares  are
also  subject  to  the  25%  limit for restricted  stock  awards.
During  1999,  the maximum number of shares available  under  the
Plans  for  stock awards was 2,616,789 shares. The following  are
descriptions of the awards granted under the Plans:

 Stock Options
 -------------

 Under  the  Plans, the exercise prices of each option equal  the
 market price of the Company's common stock on the date of  grant
 and  an  option's maximum term is 10 years.  Shares issued  from
 the  exercise  of  options  are recorded  in  the  common  stock
 accounts  at  the option price.  The awards and vesting  periods
 of   such  awards  are  determined  at  the  discretion  of  the
 compensation  committee of the Board of Directors. During  1999,
 1998  and 1997, respectively, 1,930,292, 1,747,472 and 1,103,027
 stock options were awarded under the Plans.

 Restricted Stock Awards
 -----------------------

 Under  the Plans, compensation expense is measured based on  the
 market price of the stock at date of grant and is recognized  on
 a   straight-line   basis  over  the  vesting   period.    Stock
 restrictions  lapse,  subject  to alternate  vesting  plans  for
 death,  disability,  approved early retirement  and  involuntary
 termination, over various periods ending in 2006.   At  December
 31,  1999,  the  Company had 408,117 shares of restricted  stock
 outstanding.   During 1999, 1998 and 1997, 284,500,  64,550  and
 77,250  shares  of restricted stock were granted,  respectively.
 The  weighted-average grant-date fair value for  shares  granted
 was   $34.81,  $30.36  and  $44.66  for  1999,  1998  and  1997,
 respectively.

                             - 69 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           -------------------------------------------
                           (Continued)

19.  Stock Compensation Plans (Continued)

 Performance Restricted Stock Awards
 -----------------------------------

 Under  the  Plans,  certain  officers  are  awarded  performance
 shares.   Performance shares represent the opportunity  to  earn
 up  to  a  specified  number of shares of the  Company's  common
 stock,  if  the  Company  achieves specified  performance  goals
 during  the designated performance period.  Any portion of   the
 award  not earned during the performance period is forfeited  by
 the  officer at the end of such period. Compensation expense  is
 measured  based  on market price of the Company's  common  stock
 and  is  recognized  over  the  performance  period,  which   is
 generally  three years.  At December 31, 1999, the  Company  had
 64,675  units  outstanding and none were  granted  during  1999.
 During   1998   and  1997,  respectively,  46,600   and   37,100
 performance shares were granted.

 Phantom Performance Units
 -------------------------

 Under   the   Plans,  certain  officers  are   awarded   phantom
 performance   units.   Each  unit  provides   the   holder   the
 opportunity to earn a cash award equal to the fair market  value
 of  the  Company's common stock upon the attainment  of  certain
 performance  goals.  Any portion of the award not earned  during
 the  performance period is forfeited by the officer at  the  end
 of  such  period.  Compensation expense  is  measured  based  on
 market  price  of the Company's common stock and  is  recognized
 over  the  performance period, which is generally  three  years.
 At   December   31,  1999,  the  Company  had  104,899   phantom
 performance  units  outstanding and  none  were  granted  during
 1999.   During  1998 and 1997, respectively, 65,750  and  77,850
 units, were awarded.

 Performance Stock Awards
 ------------------------

 Under  the  Plans,  certain employees are  awarded  unrestricted
 stock   based  upon  achievement  of  certain  goals  within   a
 designated  performance  period.  Compensation  cost  for  these
 awards is accrued over the performance period based upon a  base
 compensation  level and the performance level  achieved.   Stock
 awards  are  issued  in the year subsequent to  the  performance
 period.   The number of shares issued is based upon  the  market
 price  of  the  stock  on  date of issuance  and  the  level  of
 compensation  earned.   In  1999, 1998 and  1997,  respectively,
 267,711, 74,854, and 122,362 shares were issued to employees.

The  Company also has a plan to award stock and stock options  to
non-employee directors.  The receipt of the stock awards  may  be
deferred  at  the  discretion  of the  directors.   Approximately
334,500  shares  were available under this plan at  December  31,
1999.   As  of  December  31, 1999, 22,000 deferred  awards  were
outstanding.  In 1999, 10,000 options and 5,000 stock awards were
granted, 500 of which were issued.  In 1998, no options and 5,500
stock  awards were granted, 500 of which were issued.   In  1997,
10,000  options  and 5,500 stock awards were  granted,  of  which
3,500  were  issued.  The weighted-average grant-date fair  value
for  shares granted was $36.53, $40.72 and $39.13 for 1999,  1998
and 1997, respectively.

                             - 70 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

19.  Stock Compensation Plans (Continued)

The   Company   applies  Financial  Accounting  Standards   Board
Statement  No. 123 (SFAS 123) for disclosures of its stock  based
compensation  plans.   The Company applies Accounting  Principles
Board  Opinion  No.  25 and related Interpretations  for  expense
recognition as permitted by SFAS 123. All stock options issued by
the  Company are exercisable at a price equal to the market price
at  the date of grant. Accordingly, no compensation cost has been
recognized  for any of the options granted under the  Plans.  The
compensation  cost that has been recorded for awards  other  than
options  was  $21 million, $21 million and $12 million  in  1999,
1998 and 1997, respectively.

A summary of the status of the Company's plans that issue options
as  of  December 31, 1999, 1998, and 1997 and changes during  the
years ending on those dates is presented below:

<TABLE>
<S>          <C>       <C>       <C>      <C>       <C>          <C>

                      1999                 1998               1997
                      ----                 ----               ----

                       Weighted-             Weighted-            Weighted-
             Number    Average     Number    Average     Number   Average
              of       Exercise      of      Exercise      of     Exercise
             Shares    Price       Shares    Price       Shares   Price
             ------    ---------   ------    ---------   ------   ---------

Beginning    6,095,968 $ 36.72    5,126,158  $ 38.15   4,894,439   $  35.59
 of Year

Options      1,940,292 $ 34.81    1,747,472  $ 32.17   1,113,027   $  44.80
 granted

Options       (79,850) $ 28.66     (495,797) $ 32.74    (724,661)  $  30.29
 exercised

Options      (236,043) $ 38.02     (281,865) $ 41.62    (156,647)  $  41.63
 canceled    ---------             ---------            ---------

End of year  7,720,367 $ 36.29     6,095,968 $ 36.72    5,126,158  $  38.15
             =========             =========            =========

Exercisable  4,426,982 $ 37.22     3,568,291 $ 36.60    3,047,126  $  34.78

Weighted-
 average
 fair-value
 of options
 granted
 during the
 year                  $ 12.14               $ 10.96               $  14.29

</TABLE>

                             - 71 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

19.  Stock Compensation Plans (Continued)

The  following table summarizes information about options  outstanding
at December 31, 1999:

<TABLE>
<S>
<C>      <C>            <C>         <C>         <C>         <C>         <C>

                            Options Outstanding           Options Exercisable
                     -----------------------------------  -------------------
                     Number         Weighted-Average         Number     Weighted
                   Outstanding    Remaining                Exercisable  Average
   Range of            at       Contractual   Exercise        at        Exercise
Exercise Prices     12/31/99        Life        Price      12/31/99     Price
---------------    -----------  -----------   --------     -----------  --------

$17.860 - $28.438   1,267,298       6.14        $27.253       609,600   $25.998
$28.500 - $34.625     876,016       3.54        $31.618       862,016   $31.586
$34.813 - $34.875   1,885,524       9.00        $34.813        30,976   $34.822
$35.250 - $40.500   1,822,969       5.50        $38.456     1,436,189   $38.636
$40.688 - $47.000   1,868,560       6.09        $43.980     1,488,201   $43.752

</TABLE>

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

     Assumptions                1999          1998       1997
     -----------                ----          ----       ----

     Risk-free interest rate     4.79%        5.46%     6.31%
     Expected life (in years)       5            5         5
     Expected volatility        32.44%       29.89%    24.64%
     Expected dividends           .61%         .69%      .82%

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

                                   1999        1998    1997
                                   ----        ----    ----
                                  (In millions of dollars,
                                      except share data)

Net income (loss)   As reported    $ 270     $  (705)  $ 47
                    Pro forma      $ 260     $  (714)  $ 40

Basic net income    As reported    $4.98     $(13.16)  $.89
(loss) per share    Pro forma      $4.80     $(13.33)  $.76

Diluted net income  As reported    $4.67     $(13.16)  $.88
(loss) per share    Pro forma      $4.50     $(13.33)  $.75


The  Company cautions that the pro forma results in 1997 do  not
reflect  the  full  impact  of pro forma  compensation  expense.
Options vest ratably over a three year period;, therefore,  1998
is the first year in which the full impact is reflected.

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

                             - 72 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           -------------------------------------------
                           (Continued)

19.  Stock Compensation Plans (Continued)

<TABLE>
 <S>                                       <C>        <C>      <C>

                                            1999      1998      1997
                                            ----      ----      ----
                                 (In millions of dollars, except share data)

Net income (loss) used for
 basic earnings per share                  $ 270     $(705)     $  47

Net income (loss) effect
 of assumed conversion of
 preferred securities                          8         -          -
                                           -----     -----     ------

Net income (loss) used
 for diluted earnings
 per share                                 $ 278    $(705)      $  47
                                           =====    =====      ======
Weighted average number
 of shares outstanding
 used for basic earnings
 per share (thousands)                     54,083   53,579     52,860

  Deferred awards and stock
    options                                   803        -        686

  Shares from assumed conversion
    of  preferred securities                4,566        -          -
                                            -----   ------      ------

Weighted average number of
 shares outstanding and common
 equivalent shares used for
 diluted earnings per share
 thousands)                                 59,452  53,579      53,546
                                            ======  ======      ======
</TABLE>

During   1998  and  1997,  diluted  shares  outstanding   exclude
approximately  4.6  million  common  shares  from  the  potential
conversion of certain preferred securities of a subsidiary  (Note
7)  due  to  their  anti-dilutive effect.   For  the  year  ended
December 31, 1998, diluted shares also exclude approximately  700
thousand  shares, primarily from the potential exercise of  stock
options, due to their anti-dilutive effect.

20. Share Purchase Rights

Through  December 1999, each outstanding share of  the  Company's
common  stock  included a preferred share  purchase  right.  Each
right  entitled  the  holder to buy from  the  Company  one  one-
hundredth of a share of Series A Participating Preferred Stock of
the  Company  at  a  price of $190.  The Board of  Directors  had
designated  750,000 shares of the Company's authorized  preferred
stock  as Series A Participating Preferred Stock. There  were  no
preferred shares outstanding at December 31, 1998.

On  December  31, 1999, the Company redeemed all  share  purchase
rights  outstanding  under  its Rights Agreement  established  in
December  1996.   Pursuant to the terms of the Rights  Agreement,
the  redemption price was $0.01 per right.  The redemption  price
was paid in January 2000.

                             - 73 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

21.  Derivative Financial Instruments and Fair Value of
     Financial Instruments

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

Foreign Exchange Risk and Interest Rate Risk Management
-------------------------------------------------------

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

                            Notional Amount       Notional Amount
                           December 31, 1999     December 31, 1998
                           -----------------     -----------------
                                   (In millions of dollars)
  Forward currency exchange
   contracts                   $ 203                 $ 303
  Combined interest rate
    currency swaps               140                   190
  Options purchased                1                    10
  Currency swaps                 190                   215
  Interest rate swaps            151                    33

The  Company  enters into forward currency exchange contracts  to
manage  its  exposure  against foreign currency  fluctuations  on
certain assets and liabilities denominated in foreign currencies.
As  of  December  31, 1999, the Company has 26  forward  currency
exchange  contracts  maturing in 2000 which exchange  89  million
Euro,  32  million U.S. dollars, 23 million British  pounds,  255
million  Norwegian  krone, and various other currencies.   As  of
December  31, 1998, the Company has 28 forward currency  exchange
contracts  maturing  in 1999 which exchange 4.2  billion  Belgian
francs,  57  million U.S.  dollars, 43 million Dutch guilders,  6
million  British pounds, 95 million Norwegian krone, and  various
other  currencies.   Gains and losses on these  foreign  currency
hedges  are included in the carrying amount of the related assets
and liabilities.

During  1998, the Company entered into forward currency  exchange
contracts to reduce its exposure to currency fluctuations on  the
anticipated  1999 net sales to certain Japanese  companies.   The
four  forward currency exchange contracts, which matured in 1999,
exchanged  approximately  1.356  billion  Japanese  yen   against
approximately  10  million  U.S. dollars.   For  the  year  ended
December  31, 1999, the Company recorded losses on these  forward
currency exchange contracts of approximately $2 million.

                             - 74 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

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

During  1999  and 1998, the Company also entered into  a  foreign
currency exchange contract to reduce its exposure to certain U.S.
dollar  -  denominated  debt  instruments  in  China.   The  1999
contract,  which matures in 2000, will exchange approximately  67
million  Chinese renminbi against approximately  8  million  U.S.
dollars.   The  1998 contract, which matured in  1999,  exchanged
approximately  158 million Chinese renminbi against approximately
19 million U.S. dollars.

The Company enters into combined interest rate currency swaps  to
hedge  its equity investments in certain foreign subsidiaries  to
manage  its  exposure  against fluctuations in  foreign  currency
rates.   As of December 31, 1998 and 1997, the Company had  three
combined  interest rate currency swaps which matured in  1999  to
manage  this  exposure.  These contracts  exchanged  921  million
Belgian  francs,  50  million French  francs,  17  million  Dutch
guilders  and 50 million U.S. dollars.  At December 31, 1999  and
1998, deferred gains of $11 million and $6 million, respectively,
are included as a component of stockholders' equity.

In  1994, the Company entered into two currency swap transactions
to  manage its exposure against foreign currency fluctuations  on
the principal amount of its guaranteed 9.814% Eurobonds (Note 2).
During  1995, the Company terminated these swaps. The termination
of   these   swaps  exchanged  140  million  U.S.   dollars   for
approximately 89 million British pounds, resulting in a  gain  of
approximately 10 million U.S. dollars. At that time, the  Company
entered  into  a  combined  interest rate  currency  swap  and  a
currency  swap  exchanging U.S. dollars into  British  pounds  to
hedge the interest and principal payments of the Eurobonds. These
agreements  also  convert part of the fixed  rate  interest  into
variable rate interest.  The gain on the exercised swaps is being
amortized  over the life of the original hedge.  At December  31,
1999  and  1998,  $1  million  and $2 million,  respectively,  of
unamortized gain on the four cross-currency interest  rate  swaps
is included in other liabilities.

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

                             - 75 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

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

During  1999, the Company entered into an interest rate  swap  to
convert  one  half of the principal payments on its $250  million
debt issuance from a fixed rate of 7.0% to a floating LIBOR rate.

As of December 31, 1999, the Company has an interest rate swap to
convert  $26 million in equipment lease payments from a  floating
LIBOR  to  a fixed rate of 5.52%.  As of December 31,  1998,  the
Company  had  an  interest rate swap to convert  $33  million  in
equipment lease payments from a floating LIBOR to a fixed rate of
5.52%.   The  differential interest to be  paid  or  received  is
accrued as interest rates change and is recognized over the  life
of  the agreement.  As of December 31, 1999 and 1998, this amount
was not material to the consolidated financial statements.

During  1997,  the Company entered into interest  rate  swaps  to
manage  its  interest rate risk.  As of December  31,  1997,  the
Company  had  seven ordinary interest rate swaps that effectively
converted  an  aggregate  principal amount  of  $350  million  of
variable  rate  long-term debt into fixed rate borrowings.  These
swaps were terminated during 1998, resulting in the deferral of a
loss of approximately $8 million which is being amortized through
2002.   For  each of the years ended December 31, 1998 and  1997,
losses  of  approximately $1 million related to these swaps  have
been recorded as a component of cost of borrowed funds.

During  1997, the Company entered into three interest rate  swaps
as  a  hedge  against interest rate fluctuation on an anticipated
refinancing  of the Trust Preferred Hybrid Securities  (See  Note
8). These swaps were intended to lock in an interest rate of 6.3%
on  a  notional amount of $150 million. During 1998, the  Company
terminated  these swaps and incurred an $8 million  loss  on  the
transaction.  This loss was recorded as other operating  expenses
on  the  Company's consolidated statement of income for the  year
ended December 31, 1998.

Other Financial Instruments with Off-Balance-Sheet Risk
-------------------------------------------------------

As  of  December  31, 1999 and 1998, the Company is  contingently
liable   for   guarantees  of  indebtedness   owed   by   certain
unconsolidated  affiliates  of $125  million  and  $116  million,
respectively.   The   Company  is  of  the   opinion   that   its
unconsolidated  affiliates will be able to  perform  under  their
respective payment obligations in connection with such guaranteed
indebtedness and that no payments will be required and no  losses
will be incurred by the Company under such guarantees.

Concentrations of Credit Risk
-----------------------------

As  of December 31, 1999 and 1998, the Company has no significant
group concentrations of credit risk.

Fair Value of Financial Instruments
-----------------------------------

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

    Cash and short-term financial instruments
    -----------------------------------------

    The  carrying amount approximates fair value due to the short
    maturity of these instruments.

    Restricted Securities Fibreboard Settlement Trust
    -------------------------------------------------

    The  fair  values of securities in the Fibreboard  Settlement
    Trust  have  been  estimated by traded market  values  or  by
    obtaining quotes from brokers.


                             - 76 -

                 OWENS CORNING AND SUBSIDIARIES
                  -----------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

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

    Long-term notes receivable
    --------------------------

    The  fair value has been estimated using the expected  future
    cash flows discounted at market interest rates.

    Long-term debt
    ---------------

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

    Foreign currency swaps and interest rate swaps
    ----------------------------------------------

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

    Forward  currency exchange contracts, option  contracts,  and
    financial guarantees
    -------------------------------------------------------------

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

The  estimated fair values of the Company's financial instruments
as  of  December  31,  1999  and 1998,  which  have  fair  values
different than their carrying amounts, are as follows:

<TABLE>
  <S>                          <C>      <C>      <C>      <C>

                                     1999            1998
                                     ----             ----
                              Carrying    Fair   Carrying  Fair
                               Amount     Value   Amount   Value
                               ------     -----  ------    -----
                                   (In millions of dollars)
Assets
------

  Long-term notes receivable   $  15    $  13   $   20  $  17

Liabilities
-----------

  Long-term debt               1,764     1,654   1,535  1,561

Off-Balance-Sheet Financial
  Instruments - Unrealized gains (losses)
-----------------------------------------

 Currency swaps                    -       19        -    32
 Interest rate swaps               -       (1)       -     -
 Combined interest rate
   currency swaps                  -        4        -    13
 Options                           -        -        -     -
 Forward currency exchange
   contracts                       -       (1)       -    (1)

</TABLE>

                             - 77 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

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

As  of  December  31, 1999 and 1998, the Company is  contingently
liable   for   guarantees  of  indebtedness   owed   by   certain
unconsolidated  affiliates.   There  is  no  market   for   these
guarantees   and   they  were  issued  without   explicit   cost.
Therefore, it is not practicable to establish their fair value.

In  June  1998, the Financial Accounting Standards  Board  issued
Statement  of Financial Accounting Standards No. 133, "Accounting
for  Derivative Instruments and Hedging Activities"  (SFAS  133).
This  statement  establishes accounting and  reporting  standards
requiring  that  every derivative instrument  (including  certain
derivative  instruments embedded in other contracts) be  recorded
in  the balance sheet as either an asset or liability measured at
its   fair  value.   SFAS  133  requires  that  changes  in   the
derivative's  fair  value  be recognized  currently  in  earnings
unless  specific  hedge  accounting criteria  are  met.   Special
accounting for qualifying hedges allows a derivative's gains  and
losses to offset related results on the hedged item in the income
statement,  and  requires that a company must formally  document,
designate,  and  assess the effectiveness  of  transactions  that
receive hedge accounting.

Statement  of Financial Accounting Standards No. 137, "Accounting
for  Derivative Instruments and Hedging Activities - Deferral  of
the Effective Date of SFAS 133," which delayed the effective date
of  SFAS 133, is effective for fiscal years beginning after  June
15,  2000,  but  earlier  adoption is allowed.   The  Company  is
assessing the impact of SFAS 133 on its financial statements  and
plans  to adopt this accounting change effective January 1, 2001.
The  Company  has  substantially completed an  inventory  of  its
freestanding  derivatives,  including forward  contracts,  option
contracts, currency swaps and interest rate swaps, and has  begun
an  inventory  of  derivatives which may  be  embedded  in  other
contracts.   The  Company  plans to complete  these  inventories,
estimate the financial impact of adoption, evaluate existing risk
management   activities,  and  perform  an  information   systems
assessment by the end of the second quarter of 2000.  The Company
will  review its risk management policies and modify its business
processes  as  needed in order to comply with  SFAS  133  and  to
temper the volatility in earnings and other comprehensive income.

                             - 78 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

22. Contingent Liabilities

ASBESTOS LIABILITIES

ITEM A. - OWENS CORNING (EXCLUDING FIBREBOARD)

Numerous claims have been asserted against Owens Corning alleging
personal  injury  arising  from inhalation  of  asbestos  fibers.
Virtually  all  of  these  claims arise out  of  Owens  Corning's
manufacture,  distribution, sale or installation of an  asbestos-
containing calcium silicate, high temperature insulation product,
the  manufacture  and distribution of which was  discontinued  in
1972.  The  vast  majority  of these claims  are  being  resolved
through  the National Settlement Program described below.   As  a
result  of this program, the number of new lawsuits filed against
Owens Corning has been sharply reduced from historical levels.

National Settlement Program
---------------------------

Owens  Corning  has  implemented a  National  Settlement  Program
(NSP),  which it continues to expand.  As of December  31,  1999,
the  number of plaintiffs' law firms participating in the NSP  is
approximately 110 and Owens Corning has settled, through the NSP,
approximately  235,000 asbestos personal injury claims.  The  NSP
also  establishes  procedures and fixed  payments  for  resolving
future  claims  brought  by participating plaintiffs'  law  firms
without litigation through at least 2008.  Average payments  made
under  the NSP are substantially lower than those experienced  by
Owens Corning for comparable claims prior to the NSP.

Owens Corning established the NSP in response to the rising  cost
in  recent  years of mesothelioma settlements and  judgments,  as
well as significant changes in the legal environment, such as the
Supreme  Court's  1997 decision in Georgine v.  Amchem  Products,
Inc., striking down an asbestos class action settlement. The  NSP
is  designed to better manage Owens Corning's asbestos liability,
and  that  of  Fibreboard (see Item B below), and to  help  Owens
Corning  better  predict  the  timing  and  amount  of  indemnity
payments for both pending and future claims.

Under  the NSP, each participating law firm has agreed to a long-
term  settlement agreement ("NSP Agreement").  The NSP Agreements
provide  for the resolution of both present claims (those claims,
including  unfiled  claims, pending at the time  a  participating
plaintiffs' firm entered into an NSP Agreement) and future claims
against  Owens  Corning  and Fibreboard  for  settlement  amounts
negotiated  with each participating firm. NSP Agreements  may  be
extended beyond 2008 by mutual agreement of the parties.

As  to  present claims, settlement amounts to each claimant  vary
based on a number of factors, including the type and severity  of
disease.   All payments will be subject to satisfactory  evidence
of a qualifying medical condition and exposure to Owens Corning's
products,  delivery of customary releases by each  claimant,  and
other  conditions.   The NSP allows claimants to  receive  prompt
payment   without   incurring   the   significant   delays    and
uncertainties  of  litigation. Certain  claimants  settling  non-
malignancy  claims  with  Owens Corning  and/or  Fibreboard  have
agreed  to  accept  as  part of the settlement  a  pre-determined
amount  of additional compensation if they later develop  a  more
severe asbestos-related medical condition.

                             - 79 -

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

22.  Contingent Liabilities (Continued)

Under  each  NSP  Agreement,  a participating  firm  also  agrees
(consistent  with applicable legal requirements) to recommend  to
its future clients, based on appropriately exercised professional
judgment,  to resolve any future asbestos personal injury  claims
against  Owens  Corning and Fibreboard through an  administrative
processing  arrangement,  rather  than  litigation.   Under  such
arrangement, no settlement payment will be made for future claims
unless  specified  medical criteria, product exposure  and  other
requirements are met, and the amount of any such payment will  be
within  a range of specified cash settlement values based on  the
disease of the claimant and other factors.  In the case of future
claims  not  involving malignancy, such criteria require  medical
evidence  of  functional impairment.  Payments to  claimants  for
both  settled  present  and future claims are  being  managed  by
Integrex,   a   wholly-owned  Owens   Corning   subsidiary   that
specializes in, among other things, claims processing.

Payments  under the NSP for settled present claims will generally
be  made through 2002, with the majority of payments made in 1999
and  2000.  It is anticipated that payments for a limited  number
of   future   "exigent  claims"  (principally  those  of   living
malignancy claimants) will generally begin in 2001. Payments  for
other qualifying future claims generally will begin in 2003,  and
will be made on the following schedule, based on when such claims
are accepted by Owens Corning for payment:

Date Accepted for Payment          Year in which Claim Will be Paid
---------------------------------  --------------------------------
January 1, 1999 through June  30,
2000                               2003
July  1,  2000  through  December
31, 2001                           2004
January 1, 2002 through June  30,
2003                               2005
July  1,  2003  through  December
31, 2004                           2006
January 1, 2005 through June  30,
2006                               2007

July 1, 2006 or later              60  days  to  one  year  after acceptance


The  schedule of payments for qualifying future claims under  NSP
Agreements  entered into during the fourth quarter  of  1999  and
thereafter will be delayed by at least one year.

If,  in  any calendar year after 2002, the payment of any amounts
under  the NSP in respect of future claims might cause a  default
under  Owens  Corning's  then prevailing  loan  covenants,  Owens
Corning  will  have the right to defer payment  of  such  amounts
until  February  15  of the following year. Commencing  in  2003,
subject to the variables and uncertainties discussed below, Owens
Corning  expects  that  its payments for such  amounts  will  not
exceed $150 million per year. Additional settlement payments will
be made by Fibreboard (see Item B below).

Owens Corning and Fibreboard (see Item B below) each retains  the
right  to  terminate any individual NSP Agreement if in any  year
more  than  a specified number of plaintiffs represented  by  the
plaintiffs' firm in question opt out of such agreement.  Opt  out
procedures  for  future claims are specified  in  the  settlement
agreements,  and  provide for mediation and  further  negotiation
before a claimant may pursue his or her case in the court system.

                             - 80 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

22.  Contingent Liabilities (Continued)

Asbestos Related Payments
-------------------------

In  1999,  Owens  Corning made $860 million of  asbestos  related
payments,  falling within four major categories: (1)  Settlements
in  respect  of verdicts incurred prior to the implementation  of
the NSP ("Pre-NSP Settlements"); (2) NSP settlements; (3) Non-NSP
settlements  covering cases not resolved  by  the  NSP;  and  (4)
Defense,  claims  processing  and  administrative  expenses,   as
follows:

                                      (In millions of dollars)

Pre-NSP Settlements                           $ 170
NSP Settlements                                 570
Non-NSP Settlements                              30
Defense, Claims Processing and
  Administrative Expenses                        90
                                              ------
                                              $ 860


All  amounts  discussed above are before tax and  application  of
insurance recoveries. Owens Corning currently estimates  that  it
will incur total asbestos payments before tax and application  of
insurance  recoveries of approximately $950 million during  2000,
$400 million in 2001 and $250 million in 2002. The actual amounts
of such payments will depend on numerous variables, including the
rate  at  which  NSP  claims  are submitted  and  processed,  the
severity  of disease (especially mesothelioma) involved  in  such
claims,  the  number of non-NSP claims resolved and the  cost  of
resolving such claims.

In this respect, since implementation of the NSP, Owens Corning's
preference  has been to attempt to settle non-NSP  claims  (using
criteria  similar  to those established by the NSP)  rather  than
take  them  through  the  litigation process.   Such  settlements
expedite   payments  to  deserving  claimants  while   increasing
predictability  to Owens Corning.  Owens Corning  notes  that  in
recent months it has received a number of settlement demands from
non-NSP   plaintiffs'  counsel  which  have  exceeded  historical
settlement  averages  for like cases.  In the  event  this  trend
continues,  and  Owens  Corning is  unable  to  reach  acceptable
settlements,  Owens  Corning may have to take  certain  cases  to
trial in order to obtain fair and appropriate resolution of those
cases,   and   to  pay  settlement  amounts  that  more   closely
approximate   NSP  settlement  values.   If  this   strategy   is
successful,  non-participating plaintiffs' counsel may  elect  to
join  the  NSP rather than continue to seek excessive  settlement
values.  However, the increased costs of defense, the possibility
of  adverse verdicts which exceed NSP settlement values, and  the
delays  inherent in litigation, may affect the predictability  of
Owens Corning's estimated cash outflows for asbestos.

Asbestos Legislation
--------------------

In  the fall of 1999, both the United States Senate and House  of
Representatives held hearings on proposed legislation (S 758  and
HR  1283) intended to address the problem of asbestos litigation.
Although  the original House and Senate proposals were  virtually
identical, the House has been active in considering revisions  to
HR 1283.  It appears likely that a substitute for or amendment of
HR  1283  will  be  introduced in the House  Judiciary  Committee
during  2000.  While details of the revised legislation have  yet
to  be  determined, Owens Corning believes that  key  members  of
Congress  view  the  NSP  favorably and  that,  if  any  asbestos
legislation is enacted, it will be consistent with the  continued
implementation of the NSP.

                             - 81 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           -------------------------------------------
                           (Continued)

22.  Contingent Liabilities (Continued)

Other Asbestos Related Litigation
---------------------------------

As  previously reported, Owens Corning believes that it has spent
significant amounts to resolve claims of asbestos claimants whose
injuries  were caused or exacerbated by cigarette smoking.  Owens
Corning   is   pursuing  litigation  against  tobacco   companies
(discussed   below)  to  obtain  payment  of   monetary   damages
(including  punitive damages) for payments made by Owens  Corning
and  Fibreboard  to  asbestos  claimants  who  developed  smoking
related diseases.

In   October  1998,  the  Circuit  Court  for  Jefferson  County,
Mississippi  granted  leave to file an amended  complaint  in  an
existing  action  to  add claims by Owens Corning  against  seven
tobacco  companies and several other tobacco industry defendants.
The court has set a February 2001 trial date for this action.  In
addition  to  the  Mississippi  lawsuit,  a  lawsuit  brought  in
December 1997 by Owens Corning and Fibreboard is pending  in  the
Superior  Court for Alameda County, California against  the  same
tobacco companies.

Insurance
---------

As  of  December  31, 1999, Owens Corning had approximately  $230
million in unexhausted insurance coverage (net of deductibles and
self-insured  retentions) under its liability insurance  policies
applicable  to  asbestos personal injury claims.   A  substantial
portion  of  this  amount represents unconfirmed  potential  non-
products  coverage with excess level insurance  carriers,  as  to
which  Owens Corning has estimated its probable recoveries. Owens
Corning  also  has  a  significant amount  of  other  unconfirmed
potential non-products coverage with excess level carriers.   The
amount  and timing of recoveries from excess level policies  will
depend on subsequent negotiations or proceedings.

Reserve
-------

Owens  Corning's financial statements include a reserve  for  the
estimated cost associated with Owens Corning's asbestos  personal
injury claims.  This reserve was established initially through  a
charge  to income in 1991, with an additional $1.1 billion charge
to  income  (before  taking  into account  probable  non-products
insurance   recoveries)   recorded  in   1996.   Reflecting   the
substantial  new  information  about  now  settled  present   and
expected  future  claims  gained in  the  NSP  negotiations  with
plaintiffs'  law  firms,  and the recent  changes  in  the  legal
environment  referred  to  above, Owens  Corning  in  the  fourth
quarter  of 1998 increased its asbestos reserves by $1.4 billion.
This  resulted  in an  after-tax  charge  to  1998  earnings  of
$906   million.   Subject  to  the  variables  and  uncertainties
referred to below, Owens Corning estimates that its
liabilities   associated  with  pending  and  unasserted   future
asbestos  personal injury claims and its insurance recoveries  in
respect of such claims, at December 31, 1999, are as follows:

                             - 82 -

                 OWENS CORNING AND SUBSIDIARIES
                 -------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

22.  Contingent Liabilities (Continued)

                                   December 31,    December 31,
                                       1999            1998
                                       ----            ----
                                     (In millions of dollars)
Reserve  for  asbestos  litigation
claims
---------------------------------

Current                               $   950        $   850
Other                                     820          1,780
                                      -------         ------
Total Reserve                         $ 1,770        $ 2,630
                                      -------        -------

Insurance  for asbestos litigation
claims
---------------------------------

Current                               $    25        $   150
Other                                     205            260
                                      -------        -------
Total Insurance                       $   230        $   410
                                      -------        -------
Net Owens Corning Asbestos
Liability                             $ 1,540        $ 2,220
                                      =======        =======


The NSP has improved Owens Corning's ability to quantify the cost
of resolving virtually all of the claims that were pending (filed
and   unfiled)   against  Owens  Corning  prior   to   the   NSP.
Nevertheless,  Owens Corning cautions that its  estimate  of  its
liabilities  for unresolved pending and expected  future  non-NSP
claims,  as  well as future NSP claims is influenced by  numerous
variables  that are difficult to predict and that  such  estimate
therefore  remains  subject  to considerable  uncertainty.   Such
variables include, among others, the number, severity of disease,
and  jurisdiction of claims filed in the future  (especially  the
number  of  mesothelioma claims); how many future  claimants  are
covered  by  an NSP Agreement; the extent, if any,  to  which  an
individual claimant exercises his or her right to opt out  of  an
NSP  Agreement and/or utilize other counsel not participating  in
the  NSP; the extent, if any, to which counsel that are not bound
by  an  NSP  Agreement undertake the representation  of  asbestos
personal injury plaintiffs against Owens Corning; the extent,  if
any, to which Owens Corning exercises its right to terminate  one
or  more of the NSP Agreements due to excessive opt-outs  or  for
other  reasons;  and Owens Corning's success in  controlling  the
costs  of resolving claims outside the NSP.  As referenced above,
Owens Corning also notes that in recent months it has received  a
number  of  settlement demands from non-NSP  plaintiff's  counsel
which  have  exceeded  historical settlement  averages  for  like
cases.   Although  Owens  Corning presently  cannot  assess  what
impact,  if  any,  the number of extraordinarily high  settlement
demands  might  have  on  its estimate  of  its  liabilities  for
asbestos   claims,   this  event  further  contributes   to   the
uncertainty surrounding that estimate.

Owens  Corning  will  continue to  review  the  adequacy  of  its
estimates  of liabilities and insurance on a periodic  basis  and
make such adjustments as may be appropriate.

Management Opinion
------------------

Although any opinion is necessarily judgmental and must be  based
on  an  assessment  of the variables and uncertainties  described
above,  in  the  opinion  of  management,  while  any  additional
uninsured  and  unreserved costs which may arise out  of  pending
personal  injury asbestos claims and additional similar  asbestos
claims  filed  in  the  future  may  be  substantial  over  time,
management  believes that such additional costs will  not  impair
the  ability  of  Owens  Corning to meet its  obligations  or  to
reinvest in its businesses.

                             - 83 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

22.  Contingent Liabilities (Continued)

ITEM B. - FIBREBOARD (EXCLUDING OWENS CORNING)

Prior   to  1972,  Fibreboard  manufactured  insulation  products
containing asbestos. Fibreboard has since been named as defendant
in   many  thousands  of  personal  injury  claims  for  injuries
allegedly  caused  by asbestos exposure.  The  vast  majority  of
these  claims  are being resolved through the NSP,  as  described
below.

National Settlement Program
---------------------------

Fibreboard is a participant in the NSP and is a party to the  NSP
Agreements  discussed  in  Item A.   The  NSP  Agreements  became
effective  as to Fibreboard in the fourth quarter of  1999,  when
the Insurance Settlement (discussed below) became effective.  The
NSP  Agreements settle asbestos personal injury claims  that  had
been  filed  against Fibreboard by participating plaintiffs'  law
firms and claims that could have been filed against Fibreboard by
such  firms following the lifting, in the third quarter of  1999,
of an injunction which had barred the filing of asbestos personal
injury  claims  against  Fibreboard.  As of  December  31,  1999,
Fibreboard  has  settled, through the NSP, approximately  200,000
asbestos personal injury claims. The NSP Agreements also  provide
for  the  resolution  of  other future asbestos  personal  injury
claims  against Fibreboard through the administrative  processing
arrangement  described  in Item A.  The timing  of  payments  for
settled   and   future  Fibreboard  claims  will  be  consistent,
generally,  with the timing of Owens Corning payments,  described
in Item A.

Insurance Settlement
--------------------

In 1993, Fibreboard and two of its insurers, Continental Casualty
Company    ("Continental")   and   Pacific   Indemnity    Company
("Pacific"),   entered  into  the  Insurance   Settlement.    The
Insurance  Settlement became effective in the fourth  quarter  of
1999 and is final and not subject to appeal.

Since 1993, Continental and Pacific have paid, either directly or
through  an escrow account funded by them, for substantially  all
settlements of asbestos claims reached prior to the initiation of
the NSP.  Under the Insurance Settlement, Continental and Pacific
provided $1,873 million during the fourth quarter of 1999 to fund
Fibreboard's  costs  of  resolving pending  and  future  asbestos
claims, under the NSP, in the tort system, or otherwise.

The  Insurance Settlement funds are held in and invested  by  the
Fibreboard   Settlement  Trust  and  are  available  to   satisfy
Fibreboard's pending and future asbestos related liabilities.  As
of  December 31, 1999, $1,838 million was held in the  Fibreboard
Settlement  Trust.  On an ongoing basis, the funds  held  in  the
Trust  will be subject to investment earnings/losses and will  be
reduced  as applied to satisfy Fibreboard's asbestos liabilities.
Generally, it is expected that payments of Fibreboard's  asbestos
liabilities  will  be paid directly by the Fibreboard  Settlement
Trust on behalf of Fibreboard.  Any asbestos related amounts paid
directly  by  Fibreboard  are subject to reimbursement  from  the
Trust's assets.  Under the terms of the Trust, any of such assets
which  ultimately  are  not  used to fund  Fibreboard's  asbestos
liabilities must be distributed to charity.

                             - 84 -

                 OWENS CORNING AND SUBSIDIARIES
                 -------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           ------------------------------------------
                           (Continued)

22.   Contingent Liabilities (Continued)

Funds  held  in the Fibreboard Settlement Trust are reflected  on
Owens Corning's consolidated balance sheet as  restricted assets.
These  assets  are reflected as current assets or  other  assets,
with  each category denoted "Restricted securities - Fibreboard".
The funds held in the Trust must be expended either in connection
with Fibreboard's asbestos related liabilities or to satisfy  the
obligation  under the Trust to distribute to charity the  assets,
if  any,  remaining in the Trust after satisfaction of  all  such
liabilities.   Accordingly, Owens Corning's consolidated  balance
sheet  also reflects liabilities in an aggregate amount equal  to
the  funds  held  in  the Trust.  These liabilities,  denoted  as
"Asbestos-related  liabilities - Fibreboard",  are  reflected  as
current  or other liabilities, depending on the period  in  which
payment  is  expected.   At  December  31,  1999,  Owens  Corning
estimates  Fibreboard's asbestos related  liabilities  at  $1,750
million.   See Note 23 for additional information concerning  the
Fibreboard Settlement Trust.

Asbestos Related Payments
-------------------------

Gross  payments for asbestos litigation claims against Fibreboard
during  1999 were approximately $136 million, all of  which  were
paid/reimbursed  by  Fibreboard's  insurers  or  the   Fibreboard
Settlement   Trust.  Owens  Corning  currently   estimates   that
Fibreboard  will  incur total asbestos payments of  approximately
$900  million in 2000, $350 million in 2001 and $170  million  in
2002,  all  of  which are payable/reimbursable by the  Fibreboard
Settlement Trust as described above.  The actual amounts of  such
payments will depend on numerous variables, including the rate at
which  NSP  claims are submitted and processed, the  severity  of
disease  (especially mesothelioma) involved in such  claims,  the
number of non-NSP claims resolved and the cost of resolving  such
claims.

Management Opinion
------------------

Owens Corning cautions that its estimate of Fibreboard's asbestos
related  liabilities is influenced by the same types of variables
and  is  subject to similar uncertainty as in the case  of  Owens
Corning.  Although any opinion is necessarily judgmental and must
be  based  on  an  assessment of the variables and  uncertainties
described  above,  Owens Corning believes the  amounts  available
from  the  Fibreboard Settlement Trust will be adequate  to  fund
Fibreboard's ongoing defense and indemnity costs associated  with
asbestos-related  personal  injury  claims  for  the  foreseeable
future.

OTHER LIABILITIES

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

                             - 85 -

                 OWENS CORNING AND SUBSIDIARIES
                 -------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            -----------------------------------------
                           (Continued)

23.   Fibreboard Settlement Trust

Under  the  Insurance Settlement described in  Note  22,  two  of
Fibreboard's insurers provided $1.873 billion during  the  fourth
quarter  of 1999 to fund Fibreboard's costs of resolving  pending
and  future asbestos claims.  The Insurance Settlement funds  are
held  in  and  invested by the Fibreboard Settlement  Trust  (the
"Trust")  and are available to satisfy Fibreboard's  pending  and
future  asbestos  related liabilities. On an ongoing  basis,  the
funds   held   in  the  Trust  will  be  subject  to   investment
earnings/losses  and  will  be  reduced  as  applied  to  satisfy
Fibreboard's asbestos liabilities.  Under the terms of the Trust,
any   Trust  assets  which  ultimately  are  not  used  to   fund
Fibreboard's asbestos liabilities must be distributed to charity.

The  Trust is a qualified settlement fund for federal income  tax
purposes, and is taxed separately from Owens Corning on  its  net
taxable   income,  after  deduction  for  related  administrative
expenses.

General Accounting Treatment
----------------------------

The  assets  of  the Trust are comprised of cash  and  marketable
securities  (collectively, the "Trust Assets") and are  reflected
on  Owens  Corning's  consolidated balance  sheet  as  restricted
assets.   These assets are reflected as current assets  or  other
assets,  with  each  category denoted  "Restricted  securities  -
Fibreboard".  The funds held in the Trust must be expended either
in  connection with Fibreboard's asbestos related liabilities  or
to  satisfy  the  obligation under the  Trust  to  distribute  to
charity  the  assets,  if  any,  remaining  in  the  Trust  after
satisfaction   of  all  such  liabilities.   Accordingly,   Owens
Corning's consolidated balance sheet also reflects liabilities in
an  aggregate amount equal to the funds held in the Trust.  These
liabilities,   denoted   as  "Asbestos  related   liabilities   -
Fibreboard,"  are  reflected  as current  or  other  liabilities,
depending  on  the  period  in which  payment  is  expected.   At
December  31, 1999, Owens Corning estimates Fibreboard's asbestos
related liabilities at $1.750 billion, with a residual obligation
to  charity of $88 million.  Payments from the Trust for asbestos
related   liabilities  reduce  both  the   assets   and   related
liabilities on the consolidated balance sheet.

For  accounting  purposes, the Trust Assets are  classified  from
time  to  time as "available for sale" or "held to maturity"  and
are  reported in the Company's consolidated financial  statements
in   accordance  with  SFAS  No.  115,  "Accounting  for  Certain
Investments   in  Debt  and  Equity  Securities."    Accordingly,
marketable  securities  classified  as  available  for  sale  are
recorded   at   fair  market  value  and  marketable   securities
designated as held to maturity are recorded at amortized cost.

Any   unrealized  increase/decrease  in  fair  market  value   is
reflected as a change in the carrying amount of the asset on  the
consolidated  balance  sheet as well as an  increase/decrease  to
other  comprehensive income within stockholders' equity,  net  of
tax.   The  residual  liability to be paid to charity  will  also
increase/decrease,  with  a  related decrease/increase  to  other
comprehensive income within stockholders' equity, net of tax.

Any  earnings and realized gains/losses on the Trust  Assets  are
reflected as an increase/decrease in the carrying amount of  such
assets  on  the  consolidated balance  sheet  as  well  as  other
income/expense  on  the consolidated statement  of  income.   The
residual   liability   to   be  paid   to   charity   will   also
increase/decrease,  with  related  other  expense/income  on  the
consolidated statement of income. Cost for purposes of  computing
realized   gains/losses   is  determined   using   the   specific
identification method.


                             - 86 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           -------------------------------------------
                           (Continued)

23.   Fibreboard Settlement Trust (Continued)

Results for the Period Ending December 31, 1999
-----------------------------------------------

Since  the  funding of the Trust in the fourth quarter  of  1999,
Trust    Assets   generated   interest/dividend    earnings    of
approximately  $17  million,  which  have  been  recorded  as  an
increase  in the carrying amount of the assets on Owens Corning's
consolidated   balance  sheet  and  as  other   income   on   the
consolidated statement of income.  This income, however, has been
offset by an equal charge to other expense, which represents  the
increase in the residual liability to be paid to charity.

Payments  for  asbestos litigation claims from the  Trust  during
December 1999 were approximately $51 million.  Such payments were
funded by existing cash in the Trust or proceeds from the sale of
securities.  The sale of securities during December 1999 resulted
in  a  realized loss of less than $1 million.  Realized gains  or
losses from the sale of securities are reflected on the Company's
financial  statements  in the same manner as  actual  returns  on
Trust Assets, described above.

At  December 31, 1999, the fair market value adjustment for those
securities  designated  as available  for  sale  resulted  in  an
unrealized loss of approximately $1 million.  This loss has  been
reflected  in  the  Company's consolidated  balance  sheet  as  a
reduction  to the carrying amount of the asset and  a  charge  to
other comprehensive income.  This loss has also been reflected as
a  reduction  to  the  liability to be paid to  charity,  with  a
corresponding credit to other comprehensive income.

At  December 31, 1999, the fair value of Trust Assets was  $1.838
billion,  all  of  which were invested in marketable  securities.
$900  million of these marketable securities have been classified
as  a  current  asset  while the remaining securities  have  been
classified as noncurrent assets.

The amortized cost, gross unrealized holding gains and losses and
fair  value  of the investment securities available for  sale  at
December 31, 1999 are as follows:

<TABLE>
<S>                   <C>            <C>           <C>        <C>

                                    Gross         Gross
                     Amortized    Unrealized    Unrealized   Fair
                       Cost         Gain          Loss       Value
                     ---------    ----------    ----------   ---------
                              (In millions of dollars)


US Government Bonds   $   221       $    -       $    -       $  221
Municipal Bonds           199            -            -          199
Corporate Bonds            85            -            -           85
Corporate Notes         1,334            -           (1)       1,333
                     ---------    ----------    ----------    ---------

Total                 $ 1,839       $    -       $   (1)      $1,838

</TABLE>


Maturities  of investment securities classified as available  for
sale  at  December  31, 1999 by contractual  maturity  are  shown
below.    Expected   maturities  will  differ  from   contractual
maturities  because  borrowers may have the right  to  recall  or
prepay obligations with or without call or prepayment penalties.

                             - 87 -

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

23.   Fibreboard Settlement Trust (Continued)


                                   Amortized
                                     Cost           Fair Value
                                     ----           ----------
                                     (In millions of dollars)

Due within one year               $    1,152       $    1,152
Due after one year through
five years                                72               72
Due after five years through
ten years                                 87               87
Due after ten years                      528              527
                                  -----------      -----------
Total                             $    1,839       $    1,838


The table below summarizes Trust activity from inception to
December 31, 1999:

<TABLE>
<S>            <C>       <C>     <C>        <C>        <C>       <C>       <C>

                       Interest  Unrealized   Sale    Realized
             Balance     and       Gain/       of      Gain/            Balance
             12/8/99   Dividends   (Loss)  Securities  (Loss)  Payments 12/31/99
             -------   --------- --------- ---------- -------- -------- --------
                                      (In millions of dollars)
Assets
------
Cash           $    -   $ -      $    -     $    51    $ -      $(51)    $ -

Marketable
Securities:
  Available
   for Sale    $1,873   $17      $   (1)    $   (51)     -         -     $1,838
               ------   -----    -------    --------   -----    ------   -------

Total Assets   $1,873   $17      $   (1)    $     -    $ -      $(51)    $1,838
               ======   =====    =======    ========   ======   ======   =======

Liabilities
-----------
Asbestos
Litigation
  Claims       $1,801   $ -      $    -     $     -    $  -     $(51)    $1,750
Charity        $   72   $17      $   (1)          -       -        -     $   88
               ------  -----     -------    --------   ------   ------   -------
Total
Liabilities    $1,873   $17      $   (1)    $     -    $  -     $(51)    $1,838
               ======  =====     =======    ========   ======   ======   =======
</TABLE>


                             - 88 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           -------------------------------------------
                           (Continued)

24.  Quarterly Financial Information (Unaudited)

                                            Quarter
                            -------------------------------------
                            First     Second     Third    Fourth
                            -----     ------     -----    ------
                      (In millions of dollars, except share data)
1999
----

Net sales                   $ 1,130   $1,310     $1,333    $1,275
Cost of sales                   871      987        986       980
                             -------   ------    -------   ------

Gross margin                $  259    $  323     $  347    $  295
                             =======   ======    =======   ======

Net income                  $   44    $   76     $   89    $   61
                             =======   ======    =======   ======

Net income per share:

  Basic net income
   per share                $   .81   $  1.41    $  1.64   $ 1.11
                             =======   =======   =======   ======
  Diluted net income
    per share               $   .77   $  1.31    $  1.53   $ 1.05
                             =======   =======   =======   ======



                             - 89 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           -------------------------------------------
                           (Continued)

24.  Quarterly Financial Information (Unaudited)(Continued)

                                            Quarter
                            ------------------------------------
                            First     Second     Third     Fourth
                            -----     ------     -----     ------
                          (In millions of dollars, except share data)
1998
----

Net sales                   $1,137    $1,286     $1,324   $1,262

Cost of sales                  938       985      1,060      961
                             ------    -------    ------   ------

Gross margin                $  199    $  301     $  264    $ 301
                             ======    ========   ======   ======

Income (loss) before
  extraordinary item             8        59        135    (868)

Extraordinary loss
  (Note 2)                       -         -       (39)        -
                             ------    --------   -------  ------

Net income (loss)           $    8    $   59     $   96    $(868)
                             ======    ========   =======  ======

Net income (loss) per share:

  Basic net income (loss) per share:
   Income (loss) before
     extraordinary item        .16       1.09       2.51   (16.16)

 Extraordinary
    loss (Note 2)                -         -        (.72)      -
                              ------   --------   --------  -------

  Net income (loss)
    per share               $   .16   $  1.09    $  1.79   $(16.16)
                             ========  ========   ========  =======
  Diluted net income (loss) per share:
   Income (loss) before
     extraordinary item     $   .16   $  1.02    $  2.32   $(16.16)

   Extraordinary loss
     (Note 2)                    -         -        (.66)         -
                             -------   --------   -------- --------

   Net income (loss)
     per share              $   .16   $  1.02    $  1.66   $(16.16)
                             =======   ========   =========  =======



                             - 90 -

             INDEX TO FINANCIAL STATEMENT SCHEDULES
             --------------------------------------

Number    Description                                        Page
------    -----------                                        ----

II        Valuation and Qualifying Accounts
            and Reserves - for the years ended
            December 31, 1999, 1998, and 1997..................91



                             - 91 -

                 OWENS CORNING AND SUBSIDIARIES
                 ------------------------------

  SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
  -------------------------------------------------------------

      FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
      -----------------------------------------------------

<TABLE>
<S>                        <C>            <C>            <C>      <C>

Column A                 Column B       Column C      Column D Column E

                                        Additions
                                    ----------------
                                       (1)      (2)
                          Balance   Charged
                          at        to       Charged             Balance
                          Beginning Costs    to                  at
                          of        and      Other               End of
Classification            Period    Expenses Accounts Deductions Period
--------------            --------  -------- -------- ---------- ------
                                     (In millions of dollars)
FOR THE YEAR ENDED
 DECEMBER 31, 1999:
 Allowance deducted
   from asset to
   which it applies -
     Doubtful Accounts     $  23    $   5    $   -    $  2 (B)     $ 26
 Reserve to which it
   applies -
     Restructure Costs        49        -        -      28 (C)       21(E)

FOR THE YEAR ENDED
 DECEMBER 31, 1998:
 Allowance deducted
 from asset to
 which it applies -
   Doubtful Accounts       $  20    $   9    $   -    $   6(B)     $ 23
 Reserve to which
   it applies -
   Restructure Costs          44       93        -       88(C)       49(D)

FOR THE YEAR ENDED
 DECEMBER 31, 1997:
 Allowance deducted
  from asset to
  which it applies -
   Doubtful Accounts       $  17    $   3    $  6(A)  $   6(B)     $ 20
Reserve to which
  it applies -
  Restructure Costs           34       40        -       30(C)       44

</TABLE>

Notes:

(A)  Allowances of subsidiaries acquired.

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

(C)  Cash payments.

(D)  Includes non-current liabilities of $14 million.

(E)  Includes non-current liabilities of $8 million.

                             - 92 -

                          EXHIBIT INDEX
                          -------------

Exhibit
Number                        Document Description
--------                      --------------------

(3)    Articles of Incorporation and By-Laws.

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

          (ii) By-Laws of Owens Corning, as amended (filed
               herewith).

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

       Indenture, dated as of May 5, 1997, between Owens  Corning
       and  The Bank of New York, as Trustee (incorporated herein
       by  reference to Exhibit 4.5.1 to Owens Corning's  current
       report  on  Form  8-K  (File No. 1-3660),  filed  May  14,
       1997).

       Credit  Agreement, dated as of June 26, 1997, among  Owens
       Corning, other Borrowers and Guarantors, the Banks  listed
       on  Annex  A  thereto, and Credit Suisse First Boston,  as
       Agent (incorporated herein by reference to Exhibit (4)  to
       Owens Corning's quarterly report on Form 10-Q (File No. 1-
       3660) for the quarter ended June 30, 1997), as amended  by
       Amendment  No. 1 thereto (incorporated herein by reference
       to  Exhibit (4) to Owens Corning's annual report  on  Form
       10-K  (File  No. 1-3660) for the year ended  December  31,
       1997) and Amendment No. 2 thereto (incorporated herein  by
       reference to Exhibit (4) to Owens Corning's annual  report
       on  Form  10-K  (File  No.  1-3660)  for  the  year  ended
       December 31, 1998).

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

(10)   Material Contracts.

       Credit Agreement, dated as of June 26, 1997, among  Owens
       Corning,  other  Borrowers  and  Guarantors,  the   Banks
       listed  on  Annex  A  thereto, and  Credit  Suisse  First
       Boston,  as  Agent (incorporated herein by  reference  to
       Exhibit  (4) to Owens Corning's quarterly report on  Form
       10-Q  (File  No. 1-3660) for the quarter ended  June  30,
       1997),   as   amended   by  Amendment   No.   1   thereto
       (incorporated  herein  by reference  to  Exhibit  (4)  to
       Owens  Corning's annual report on Form 10-K (File No.  1-
       3660)   for  the  year  ended  December  31,  1997)   and
       Amendment   No.   2  thereto  (incorporated   herein   by
       reference  to  Exhibit  (4)  to  Owens  Corning's  annual
       report on Form 10-K (File No. 1-3660) for the year  ended
       December 31, 1998).

       * Director's  Charitable Award Program, as amended  (filed
         herewith).

       * Key  Management Severance Agreement with David T.  Brown
         (filed herewith).


                             - 93 -

                          EXHIBIT INDEX
                          -------------


        * Corporate Incentive Plan Terms Applicable to  Key  Employees
          Other Than Certain Executive Officers (incorporated
          herein  by  reference to Exhibit (10) to Owens  Corning's
          quarterly report on Form 10-Q (File No. 1-3660)  for  the
          quarter ended June 30, 1999).

          The  following documents are incorporated herein by reference
          to  Exhibit  (10)  to  Owens  Corning's  quarterly
          report  on  Form 10-Q (File No. 1-3660) for  the  quarter
          ended March 31, 1999:

        * - Owens Corning Deferred Compensation Plan.

        * - Corporate  Incentive Plan Terms Applicable  to  Certain
            Executive Officers.

          The  following  documents are  incorporated  herein  by
          reference  to  Exhibit  (10) to  Owens  Corning's  annual
          report on Form 10-K (File No. 1-3660) for the year  ended
          December 31, 1998:

         * - Stock Performance Incentive Plan, as amended.

         * - Key  Management  Severance Agreement with  Maura  Abeln
             Smith.

         * - Key  Management Severance Agreement with  Domenico  Cecere.

         * - Key  Management  Severance Agreement with  J.  Thurston
             Roach.

         * - Letter to Maura Abeln Smith.

         * - Letter to J. Thurston Roach.

         * Owens  Corning  Supplemental Executive Retirement  Plan,
           effective  as of January 1, 1998 (incorporated herein  by
           reference  to  Exhibit (10) to Owens Corning's  quarterly
           report  on  Form 10-Q (File No. 1-3660) for  the  quarter
           ended June 30, 1998).

           The  following documents are incorporated herein by  reference
           to  Exhibit (10) to Owens Corning's annual  report
           on  Form  10-K  (File  No. 1-3660)  for  the  year  ended
           December 31, 1997:

         * - Renewal Agreement, effective as of July 31, 1999, with
             Glen H. Hiner.

         * - Agreement with Domenico Cecere.

         * 1987  Stock Plan for Directors, as amended (incorporated
           herein  by  reference to Exhibit (10) to Owens  Corning's
           quarterly report on Form 10-Q (File No. 1-3660)  for  the
           quarter ended June 30, 1997).

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

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

          * - Long-Term Performance Incentive Plan Terms Applicable
              to Officers Other Than Certain Executive Officers.

                              - 94 -

                          EXHIBIT INDEX
                          -------------

        * Agreement, dated as of January 1, 1995, with William  W.
          Colville  (incorporated herein by  reference  to  Exhibit
          (10)  to Owens Corning's annual report on Form 10-K (File
          No.  1-3660)  for the year ended December 31,  1994)  and
          amendment  dated September 29, 1997 (incorporated  herein
          by  reference  to Exhibit (10) to Owens Corning's  annual
          report on Form 10-K (File No. 1-3660) for the year  ended
          December 31, 1997).

        * Executive  Supplemental Benefit Plan, as amended
          (incorporated  herein  by reference to Exhibit  (10)  to
          Owens Corning's  quarterly report on Form  10-Q  (File
          No.  1-3660) for the quarter ended March 31, 1993).

        * Employment Agreement,  dated as  of  December  15,  1991,
          with  Glen H. Hiner (incorporated herein by reference
          to  Exhibit (10) to Owens Corning's annual report on Form
          10-K  (File  No. 1-3660) for the year ended December  31,
          1991), as amended by First Amending Agreement made as  of
          April  1,  1992  (incorporated  herein  by  reference  to
          Exhibit (19) to Owens Corning's quarterly report on  Form
          10-Q  (File No. 1-3660) for the quarter ended   June  30,
          1992).

        * Form  of  Directors' Indemnification Agreement (incorporated
          herein  by  reference  to  Exhibit  (10)  to  Owens
          Corning's  annual report on Form 10-K (File  No.  1-3660)
          for the year ended December 31, 1989).

        * Deferred  Compensation Plan for  Directors,  as  amended
          (incorporated  herein by reference  to  Exhibit  (10)  to
          Owens  Corning's annual report on Form 10-K (File No.  1-
          3660) for the year ended December 31, 1987).

(11)      Statement  re Computation of Per Share Earnings  (filed
          herewith).

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

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

(27)      Financial Data Schedule (filed herewith).


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