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, 1998
                              
                 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
  Rights to Purchase Series A        New York Stock Exchange
   Participating Preferred
   Stock, no par value, of the
   Registrant

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

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

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

At   February  23,  1999,  the  aggregate  market  value  of
Registrant's  $.10  par  value  common  stock  (Registrant's
voting  stock)  held  by non-affiliates  was $1,831,976,814,
assuming  for  purposes of this computation  only  that  all
directors and executive officers are considered affiliates.

At  February  23,  1999,  there were outstanding  54,351,085
shares of Registrant's $.10 par value common stock.

Parts  of Registrant's definitive 1999 proxy statement filed
or  to  be filed pursuant to Regulation 14A (the "1999 Proxy
Statement") are incorporated by reference into Part  III  of
this Form 10-K.




<PAGE>                       -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. Building
materials  are  used in residential remodeling  and  repair,
commercial   improvement,  new  residential  and  commercial
construction,   and   other  related   markets.    Composite
materials  are  used  in end-use markets  such  as  building
construction,   automotive,   telecommunications,    marine,
aerospace,  energy,  appliance, packaging  and  electronics.
Many   of   the  Company's   products  are  marketed   under
registered trademarks, including FIBERGLAS 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 the Company's sales are related to  new
U.S. residential construction.

The Company operates in two reportable operating segments  -
Building  Materials and Composite Materials.  In  1998,  the
Building  Materials  segment  accounted  for  78%   of   the
Company's  total  sales while Composite Materials  accounted
for   22%  of  total  sales.   During  1998,  Owens  Corning
continued  the implementation of its strategic restructuring
program,  initiated in the fourth quarter of 1997, to  close
manufacturing facilities, enhance manufacturing productivity
and  reduce  overhead.  The program produced a  decrease  in
manufacturing  and operating expenses of approximately  $110
million  in  1998.  The Company also realized $32 million of   
cost reductions during 1998 through the  integration  of its 
1997 acquisitions in the Exterior Systems Business.   In the  
first quarter of 1998,  the Company sold its  50%  ownership  
interest in  Alpha/Owens-Corning, LLC,  a  manufacturer  and 
marketer  of  unsaturated  polyester  and vinylester resins.  
Additionally, in the third quarter of 1998, the Company sold  
51% of a joint venture containing its  yarns  and  specialty  
materials   business   (the  "yarns joint venture").   Owens 
Corning continues to have a 49%  interest in the yarns joint
venture.

The  Company  also has affiliate companies in  a  number  of
countries.  Affiliated companies' sales, earnings and assets
are  not  included  in either operating segment  unless  the
Company  owns  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  the  Company's
operating  segments on foreign operations, for each  of  the
years 1998, 1997, and 1996, are contained in Note 1 to Owens
Corning's   Consolidated  Financial   Statements,   entitled
"Segment Data", on pages 46 through 51 hereof.

Owens Corning's executive offices are at One  Owens  Corning 
Parkway,  Toledo,  Ohio  43659;  telephone  (419)  248-8000.  
Unless the contest  requires  otherwise,  the  terms  "Owens
Corning" and "Company" in this report refer to Owens Corning
and its subsidiaries.

BUILDING MATERIALS

Principal Products And Methods Of Distribution

The  Building Materials segment operates primarily in  North
America and Europe.  It also has a growing presence in Latin
America  and  Asia  Pacific.   Building  Materials  sells  a
variety  of building and home improvement products in  three
major  categories: (i) glass fiber, foam  and  mineral  wool
insulation,  (ii)  roofing  materials,  and  (iii)  exterior
products for the home, including vinyl and metal siding  and
accessories,   vinyl  windows  and  patio  doors,   rainware
(consisting primarily of gutters and downspouts), cast stone
building  products and rebranded housewrap.  The  businesses
responsible   for   these  products  and  markets   include:
Insulating  Systems,  Roofing  Systems,  Exterior   Systems,
System  Thinking  Sales and Distribution  and  International
Building Materials Systems.





<PAGE>                       -3-
                                                            
In  1997  Owens  Corning became the industry leader  in  the
vinyl  siding  market  with its 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 cast 
stone   products.    The  Company  has  seven  vinyl  siding 
manufacturing  plants, five aluminum products  manufacturing
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 the Company's siding sales.   Cast
stone  is  sold  primarily through independent  dealers  and
masonry suppliers.

The   Company's  System  Thinking  Sales  and   Distribution
Business  is  a  major  channel through  which  the  Company
generates  sales  of building insulation  products,  roofing
shingles  and  accessories, housewrap, windows/patio  doors,
and vinyl siding to home centers, lumberyards, retailers and
distributors.  These products are used primarily in the home
improvement,  new residential construction,  and  commercial
construction and repair markets.  In 1998, approximately 20%
of  the  Company's  sales were related to  new  construction
activities in the United States, while home improvement  and
remodeling accounted for approximately 40%.

Other  channels  of distribution for the Company's  building
materials  include  sales of insulation  products  in  North
America  to  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.

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,  the  Company  sells   building
insulation   to   large   insulation  wholesalers,   builder
merchants,  contractors, distributors, and  retailers.   The
Company    sells   mechanical   insulation    products    to
distributors, fabricators, and manufacturers in the heating,
ventilation,   power   and  process,  appliance   and   fire
protection industries.  The Company 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.  The Company sells its foam products
through  traditional agents and distributors.

In  Latin  America, the Company 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,  the  Company  sells  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.




<PAGE>                       -4-
                                                            
The  Company  sells  roofing shingles  to  distributors  and
retailers,  who  resell  them  to  residential  roofing  and
remodeling   contractors,  as  well  as  to   do-it-yourself
customers.   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.

The  Company  sells  non-paving asphalt products,  including
industrial  and specialty applications, under the  TrumbullT
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 the Company's
asphalt  products.  The Company's asphalt products are  used
internally  in the manufacture of the Company's  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.

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 1998.

COMPOSITE MATERIALS

Principal Products and Methods of Distribution

Composite  Materials 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.

The  Company is the world's leading producer of glass  fiber
materials  used  in  composites. Composites  are  fabricated
material  systems  made up of two or more components  (e.g.,
plastic  resin and glass fiber) used in various applications
to  replace  traditional materials, such as aluminum,  wood,
and  steel.  The global composites industry has expanded  to
include thousands of end-use applications.   Worldwide,  the  
composites industry has relatively few raw material component  
suppliers (glass fiber, resin and  additives)  delivering  to  
thousands  of industrial customers through various  channels.   
Depending on the end-use application, these raw materials move 
through  different  manufacturing  process  chains, ultimately 
finding  their  way  to  consumers  through   myriad  markets 
worldwide.   The  primary  end  use  markets that the Company 
serves are transportation, building construction, electrical/
electronics, consumer recreational and infrastructure.




<PAGE>                       -5-
                                                            
Within   the   construction  market,   the   major   end-use
application  for glass fiber is asphaltic roofing  shingles,
where  glass  fiber  is  used to  provide  fire  and  mildew
resistance  in  95% of all such shingles produced  in  North
America.   The Company sells glass fiber and/or mat directly
to  a small number of major shingle manufacturers (including
the Company's 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.

More  than 80% of transportation-related composite materials
is   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.
Glass  fibers for these parts are sold mostly to  first-tier
and second-tier OEM suppliers.

Within  the   electrical/electronics  markets,  glass  fiber 
composites are used to protect and reinforce fiber optic and  
copper cables.   The Company  also produces central strength 
members for fiber optic cables.   Other end-use applications   
in  the  electrical/electronics  markets include connectors,  
circuit  breaker  boxes,  computer  housings,  electricians'
safety  ladders,  and hundreds of various electro/mechanical
components.   Through  its  49%  interest in the yarns joint 
venture,  the  Company 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 recreational markets include sporting goods and
marine  applications.  The Company sells composite materials
to  OEMs  and  boat  builders,  both  directly  and  through
distributors.

The  Company  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.   The Company, directly  and  with  joint
venture  partners around the world, manufactures  and  sells
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 1998.




<PAGE>                       -6-
                                                            
GENERAL

Raw Materials and Patents

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

The Company has numerous U.S. and foreign patents issued and
applied  for relating to its products and processes in  each
operating  segment resulting from research  and  development
efforts.
                              
The  Company  has 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, the Company has approximately
290   trademarks  registered  in  the  United   States   and
approximately   1,225   trademarks   registered   in   other
countries.

The Company considers its patent and trademark positions  to
be  adequate for the present conduct of its business in each
of its operating segments.

Working Capital

Owens  Corning's manufacturing operations  in  each  of  its
operating segments are generally continuous in nature and it
warehouses  much of its production prior to  sale  since  it
operates primarily with short delivery cycles.
                                                            
Research and Development

During  1998, 1997 and 1996, the Company spent approximately
$57 million, $69 million, and $78 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 1998.  The Company currently estimates  that
such  capital expenditures will be approximately $15 million
in 1999 and $15 million in 2000.

The  Company  does  not consider that it has  experienced  a
material  adverse  effect upon its capital  expenditures  or
competitive  position  as a result of environmental  control
legislation   and   regulations.    Operating    costs    of
environmental control equipment, however, were approximately
$53  million in 1998.  Owens Corning continues to invest  in
equipment  and process modifications to remain in compliance
with applicable environmental laws and regulations.





<PAGE>                       -7-
                                                            
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.  Until these regulations are developed, the
Company  cannot determine the extent to which the  Act  will
affect it.  The Company anticipates that its sources  to  be
regulated  will  include  wool fiber  glass,  mineral  wool,
amino/phenolic  resin, secondary aluminum smelting,  asphalt
processing and roofing, and metal coil coating.   The  EPA's
currently   announced  schedule  is  to  issue   regulations
covering  wool  fiber  glass, mineral  wool,  amino/phenolic
resin,  secondary aluminum smelting, and asphalt  processing
and  roofing in 1999, and metal coil coating in  2000,  with
implementation  as  to existing sources up  to  three  years
thereafter.  Based on information now known to the  Company,
including   the  nature  and  limited  number  of  regulated
materials it emits, the Company does not expect the  Act  to
have a materially adverse effect on the Company's results of
operations, financial condition or long-term liquidity.

Number of Employees

Owens Corning averaged approximately 21,000 employees during
1998 and had approximately 20,000 employees at December  31,
1998.

Competition

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

The  Company competes 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  the
Company's Building Materials operating segment in  the  sale
of  glass fibers in primary form.  A similar number  compete
with  the  Company's Composite Materials operating  segment.
Companies  in  other  countries export small  quantities  of
glass fiber products to the United States.  The Company also
competes  outside  the  United  States  with  a  number   of
manufacturers of glass fibers in primary forms.

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

Owens  Corning provides services on a fee-for-service  basis
in the form of materials and product testing, in competition
with  numerous testing laboratories, and also  sells  claims
management services.

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

ITEM 2. PROPERTIES

PLANTS

Owens  Corning's  plants as of February 1, 1999  are  listed
below  by  operating segment and primary products,  and  are
owned  except  as noted.  The Company considers  that  these
properties  are  in good condition and well maintained,  and
are   suitable  and  adequate  to  carry  on  the  Company's
business.  The capacity of each plant varies depending  upon
product mix.




<PAGE>                       -8-
                                                            
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 (2)             Scarborough, Canada
     Edmonton, Canada                Shanghai, China
     Guangzhou, China                Springs, South Africa
     Pontyfelin, United Kingdom      Vise, Belgium

(1)  Facility is leased.
(2)  Not in operation.

Foam Insulation

     Byron Center, Michigan          Rockford, Illinois
     Carson, California              Tallmadge, Ohio
     Los Angeles, California (1)

     Hartlepool, United Kingdom      Turin, Italy
     Nanjing, China                  Valleyfield, Canada
     Santa Perpetua, Spain           Volpiano, Italy

(1)  Facility is leased.

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

     Atlanta, Georgia                Jessup, Maryland
     Brookville, Indiana (1)         Kearny, New Jersey
     Channelview, Texas (2)          Medina, Ohio
     Compton, California             Memphis, Tennessee
     Denver, Colorado                Minneapolis, Minnesota
     Detroit, Michigan (2)           Morehead City, North
     Ennis, Texas (2)                  Carolina (2) (3)
     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.





<PAGE>                       -9-
                                                            
Fabrication Centers

      Angola, Indiana                 Indianapolis,  Indiana (1)
      Athens, Alabama                 Johnson City, Tennessee (1)
      Atlanta, Georgia (1)            Los Angeles, California (1)
      Cleveland, Tennessee (1)        Montgomery, Alabama (1)
      Columbus, Ohio (1)              Shelbyville,  Kentucky (1)
      Dallas, Texas (1)               Springfield, Tennessee (1)
      Grand Rapids, Michigan (1)      Tiffin, Ohio (1)
      Hazelton, Pennsylvania (1)      Van Buren, Arkansas (1)
      Hebron, Ohio

      Brantford, Canada

(1)  Facility is leased.

Manufactured Housing/Recreational Vehicles Specialty Parts

     Douglas, Georgia                Nappanee, Indiana (2)
     Elkhart, Indiana (1)            Plant City, Florida (1)
     Goshen, Indiana                 Waco, Texas (1)
     Miami, Florida (1)

(1)  Facility is leased.
(2)  Two facilities.

Metal Rainware

     Ashville, Ohio                  Richmond, Virginia
     Beloit, Wisconsin (1)           Roxboro, North Carolina
     Lincoln Park, Michigan

(1)  Facility is leased.

Cast Stone Products

     Napa, California (1)
     Navarre, Ohio

(1)  Facility is leased.

Vinyl Siding

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

     London, Ontario                 Mission, British Columbia (1)

(1) Facility is leased.




<PAGE>                      -10-
                                                            
Windows/Patio Doors

     Bradenton, Florida
     Lakeland, Florida

In  addition,  Owens Corning has 182 Specialty  Distribution
Centers in 36 states in the U.S.


COMPOSITE MATERIALS SEGMENT

Textiles and Reinforcements

      Aiken, South Carolina              Huntingdon, Pennsylvania (1)
      Amarillo, Texas                    Jackson, Tennessee (1)
      Anderson, South Carolina           New Braunfels, Texas (1)
      Duncan, South Carolina (1)         South Hill, Virginia (1) (2)
      Fort Smith, Arkansas

      Apeldoorn, The Netherlands         Markham, Canada (1)
      Battice, Belgium                   Rio Claro, Brazil
      Birkeland, Norway                  San Vincente deCastellet/
      Guelph, Canada                       Barcelona, Spain
      L'Ardoise, France                  Springs, South Africa
      Liversedge, United Kingdom         Wrexham, United Kingdom

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

Engineered Pipe Systems

      Bagneres-De-Bigorre, France
      Sandefjord, Norway


                              
                            -11-
                                                            
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.

The   Company's  research  and  development  activities  are
primarily  conducted at its Science and  Technology  Center,
located   on   approximately  500  acres  of  land   outside
Granville,  Ohio.   It  consists of twenty-three  structures
totaling  approximately 635,000 square  feet.   The  Company
also   has   Application  Development  Centers  in  Battice,
Belgium, Shanghai, China and Bangalore, India.


ITEM 3.  LEGAL PROCEEDINGS

The  paragraphs  in  Note  22 to the Company's  Consolidated
Financial Statements, entitled "Contingent Liabilities",  on
pages  81  through  88  hereof,  are  incorporated  here  by
reference.

Securities and Exchange Commission rules require the Company
to  describe certain governmental proceedings arising  under
federal, state or local environmental provisions unless  the
Company reasonably believes 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 it, however,
the  Company believes that the costs which may be associated
with this matter  will not have  a materially adverse effect
on   the   Company's  financial  position  or   results   of
operations.

  As previously reported, by letter dated  September  10,
  1998,   the  New  Jersey  Department  of  Environmental
  Protection (DEP) alleged violation of an Administrative
  Consent Order (ACO) relating to an asbestos remediation
  project.   DEP's  violation  letter  stated  that   the
  minimum  penalty stipulated by the ACO for the  alleged
  violation  would  be $1,407,000.  While  deferring  any
  obligation to pay such penalties, DEP's letter required
  the  submittal  of  a  revised schedule  detailing  all
  outstanding obligations under the ACO to remediate  the
  site.   The  Company  promptly  submitted  the  revised
  schedule  and, by letter dated November 10,  1998,  DEP
  acknowledged  receipt of such schedule and satisfaction
  of the September 10, 1998 violation letter.  DEP stated
  that  it  was  deferring  any  obligation  to  pay  the
  referenced  penalties,  while reserving  the  right  to
  incorporate  such  penalties into any  assessments  for
  future  violations of the ACO.  The  Company  does  not
  anticipate  further  action  in  connection  with  this
  matter.
  
  

<PAGE>                      -12-
                                                            
ITEM  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Owens Corning has nothing to report under this Item.





<PAGE>                      -13-
                                                            
              Executive Officers of the Company
                   (as of March 1, 1999)

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.   All
those listed have been employees of Owens Corning during the
past five years except as indicated.

Name and Age             Position*

Glen H. Hiner (64)       Chairman  of  the  Board  and   Chief
                         Executive   Officer   since   January
                         1992.  Director since 1992.

Maura J. Abeln (43)      Senior    Vice   President,   General
                         Counsel  and Secretary since February
                         1998;  formerly  Vice  President  and
                         General   Counsel  of   GE   Plastics
                         (1991).

Rhonda L. Brooks (47)    Vice    President   and    President,
                         Roofing   Systems   Business    since
                         January    1998;    formerly     Vice
                         President,     Investor     Relations
                         (1997),  Vice  President,  Marketing,
                         Composites   (1995),   Senior    Vice
                         President and General Manager of  Ply
                         Gem  Industries (1994),  and  various
                         Vice  President positions at  Warner-
                         Lambert (1990).

David T. Brown (50)      Vice    President   and    President,
                         Insulating  Systems  Business   since
                         January    1998;    formerly     Vice
                         President  and  President,   Building
                         Materials   Sales  and  Distribution-
                         North  America (1996), Vice President
                         and     President,    Roofing/Asphalt
                         (1994),     and    Vice    President,
                         Roofing/Asphalt Division (1993).

Domenico Cecere (49)     Senior  Vice President and President,
                         North   America  Building   Materials
                         Systems 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 (1993).

Carl B. Hedlund (51)     Vice    President   and    President,
                         International   Building    Materials
                         Systems Business since January  1998;
                         formerly    Vice    President     and
                         President, Asia Pacific (1995),  Vice
                         President        and       President,
                         Retail/Distribution (1994), and  Vice
                         President,  Retail and  Distribution,
                         Construction Products Group (1993).

Richard D. Lantz (47)    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 (1992).




<PAGE>                      -14-
                                                            
Name and Age             Position*


Robert C. Lonergan (55)  Senior   Vice  President,   Strategic
                         Resources    since   January    1998;
                         formerly Vice President, Science  and
                         Technology   (1995),  and  President,
                         Windows (1993).

Heinz-J. Otto (49)       Vice    President   and    President,
                         Composite   Systems  Business   since
                         January    1998;    formerly     Vice
                         President  and President,  Composites
                         (1996),  and  Head of  Region  Europe
                         and Executive Board Member, Landis  &
                         Gyr Corp. (1992).

J. Thurston Roach (57)   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 (1984).

Steven J. Strobel (41)   Vice  President and Controller  since
                         September   1996;   formerly    Chief
                         Financial  Officer of  Kraft  Canada,
                         Inc.  (1994)  and Vice President  and
                         Controller  of  Kraft USA  Operations
                         (1991).

Michael H. Thaman (34)   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),
                         Plant   Manager  -  Toronto,   Canada
                         (1994),   and   Director,   Corporate
                         Development (1992).

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



<PAGE>                     -15-
                                                            
                           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 1998 and 1997 are set  forth
in the following tables.

<TABLE>
<S>             <C>       <C>          <C>             <C>        <C>
 1998           High      Low           1997           High       Low


First Quarter   37        27           First Quarter   49-7/8     40

Second Quarter  44-1/2    34-13/16     Second Quarter  45         36-7/8

Third Quarter   46-5/8    32           Third Quarter   44-3/16    34-11/16

Fourth Quarter  39-15/16  25-5/8       Fourth Quarter  37-13/16   31-7/8
</TABLE>

The number of stockholders of record of the Company's common
stock on February 23, 1999 was 6,546.

The Company declared dividends of $.0625 per share of common
stock for the first and second quarters of 1997 and dividends  
of $.075 per share for the third and fourth quarters of 1997  
and each of the quarters of 1998.  In connection with certain  
of its current bank credit facilities, the Company has agreed 
to restrictions affecting the payment of cash dividends.   As 
of March 1, 1999,  these restrictions limited funds available 
for  the  payment  of  cash  dividends  by the Company to $20 
million annually.





<PAGE>                      -16-
                                                                     
ITEM 6.  SELECTED FINANCIAL DATA

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

<TABLE>
<S>                                      <C>      <C>      <C>      <C>      <C>  
                                         1998(a)  1997(b)  1996(c)  1995(d)  1994(e)
                                              (In millions of dollars, except 
                                              per share data and where noted)

Net sales                                $5,009   $4,373   $3,832   $3,612   $3,351
Cost of sales                             3,944    3,482    2,840    2,670    2,536
Marketing, administrative
  and other expenses                        659      572      523      444      429
Science and technology expenses              57       69       84       78       71
Restructure costs                           117       68       38        -       89
Provision for asbestos litigation claims  1,415        -      875        -        -
Gain on sale of assets                      359        -       37        -        -
Income (loss) from operations              (824)     182     (491)     420      226
Cost of borrowed funds                      140      111       77       87       94
Income (loss) before provision
  for income taxes                         (964)      71     (568)     333      132
Provision (credit) for income taxes        (306)       9     (283)     109       58
Net income (loss)                          (705)      47     (284)     231      159
Net income (loss) per share
  Basic                                  (13.16)     .89    (5.54)    4.73     3.65
  Diluted                                (13.16)     .88    (5.54)    4.41     3.35
Dividends per share on common
  stock
    Declared                              .3000    .2750    .1250        -        -
    Paid                                  .3000    .2625    .0625        -        -
Weighted average number of shares
  outstanding (in thousands)
    Basic                                53,579   52,860   51,349   48,744   43,647
    Diluted                              53,579   53,546   51,349   53,918   50,007
Net cash flow from operations               124      131      335      285      233
Capital spending                            253      227      325      276      258
Total assets                              5,101    4,996    3,913    3,261    3,274
Long-term debt                            1,535    1,595      818      794    1,037
Average number of employees
  (in thousands)                             20       22       19       17       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.

(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.





<PAGE>                      -17-
                                                            
ITEM 6 . SELECTED FINANCIAL DATA (Continued)

(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.

(e)  During 1994, the Company recorded a $117 million pretax
     charge   ($85   million  after-tax)  for   productivity
     initiatives  and  other  actions.   The  Company   also
     recorded  a  $10  million  after-tax  charge  for   the
     adoption of Statement of Financial Accounting Standards
     (SFAS)    No.    106,   Employers'    Accounting    for
     Postretirement Benefits Other Than Pensions for its non-
     U.S.  plans,  a  $28 million after-tax charge  for  the
     adoption  of  SFAS No. 112, Employers'  Accounting  for
     Postemployment  Benefits, and a $123 million  after-tax
     credit   for  the  change  in  accounting  method   for
     rebuilding furnaces.
     




<PAGE>                      -18-
                                                            
ITEM 7.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

(All per share information in Item 7 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, Year  2000
readiness, achievement of expected cost reductions, asbestos
litigation, and general economic conditions.

RESULTS OF OPERATIONS

Business Overview

The  Company'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  and  (iii)
entering new growth markets. The Company is implementing 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 (TM) leverages the  Company's  broad
product  offering and strong brand recognition  to  increase
its  share  of  the building materials and home  improvement
markets.   This  systems approach represents  a  shift  from
product-oriented   selling   to   providing   systems-driven
solutions  that  combine the Company's insulation,  roofing,
exterior   and   acoustic  systems,  to   provide   a   high
performance,  cost-effective  building  "envelope"  for  the
home.  In the Composite Materials business, the Company  has
partnered with the plastics industry and, with the Company's
System  Thinking  philosophy, is taking a solution-oriented,
customer-focused approach toward the continuous  development
of  substitution opportunities for composite  materials.  In
addition,  the  Company is implementing  Advantage  2000,  a
fully  integrated  business technology  system  designed  to
reduce costs and improve business processes.

The Company has grown its sales from nearly $3.4 billion  in
1994  to  $5.0 billion in 1998.  Acquisitions  have  been  a
significant  component  of that  growth.   Since  1994,  the
Company  has  completed  17 acquisitions  for  an  aggregate
purchase   price  of  over  $1.2  billion.   The   Company's
acquisitions have broadened its lines of business to include
siding,  accessories  and  other  home  exteriors  and  have
diversified  its materials portfolio beyond fiber  glass  to
include  polymers such as vinyl and styrene, and  metal  and
stone.   In  1997, the Company completed the two largest  of
these   acquisitions  by  acquiring  Fibreboard  Corporation
("Fibreboard")   and  AmeriMark  Building   Products,   Inc.
("AmeriMark"), making Owens Corning the leader in  the  U.S.
vinyl  siding,  siding  accessories and  manufactured  stone
markets,  as well as a large specialty distributor in  North
America through 180 Company-owned distribution centers.

Despite improvements in the Company's strategic  position  in
1997,  the Company experienced a highly competitive   pricing
environment in several of its product markets that negatively
impacted financial  results.  In North America, the Company's 
insulation pricing decreased by approximately 10 percent over 
the course of 1997 and worldwide composites pricing decreased 
by   approximately  6  percent  during  1997.    Income  from 
operations  for 1997 was adversely impacted  by approximately





<PAGE>                      -19-
                                                            
ITEM 7.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (Continued)

$87  million  as  a result of price declines  in  insulation
products and approximately $64 million as a result of  price
declines  affecting composite materials.   Offset  by  small
price  increases  in other businesses, the  net  unfavorable
effect   of  price  on  1997  income  from  operations   was
approximately $142 million.

During  1998, the pricing environment applicable to  several
of  the  Company's major products, particularly  residential
insulation, began to improve.  Over the course of the  year,
the   Company  announced  three  separate  price  increases,
totaling 27%, applicable to residential insulation.  Another
9%  price increase applicable to such products was announced
effective  January 1999.  In early 1998,  the  Company  also
announced  price increases applicable to its commercial  and
industrial  insulation products as well as  its  residential
roofing  products and composites products.  By  the  end  of
1998,  most  notably  in the fourth quarter,  the  Company's
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  the  Company honors  the  remainder  of  pre-
existing  pricing contracts, and price declines attributable
to  vinyl  siding products.  The Company expects the  upward
price trend established during 1998 to continue into 1999.

As  a result of the growth of the Company's business and the
significant  pricing  pressure  experienced  in  1997,   the
Company   implemented  a  strategic  restructuring   program
designed   to  improve  profitability,  augment   previously
announced profitability initiatives, and improve operational
efficiency.   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.

Years Ended December 31, 1998, 1997 and 1996

Sales and Profitability

Net  sales for the year ended December 31, 1998 were  $5.009
billion,  reflecting a 15% increase from the 1997  level  of
$4.373 billion.  Net sales in 1996 were $3.832 billion.  The
year to year increases are primarily due to the acquisitions
of  Fibreboard  and AmeriMark which were  completed  in  the
second and fourth quarters of 1997, respectively.  Continued
strength  in  U.S. residential roofing markets  resulted  in
increased volume and price during 1998.  Volume declines  in
North  American and European residential insulation  markets
were partially offset by volume increases in mechanical  and
other insulation markets.  Although average price levels for
insulation  products  were lower  in  1998  than  1997  when
calculated on an annual basis, residential insulation  price
levels were higher in the fourth quarter of 1998 compared to
the  fourth quarter of 1997, indicating the benefits of  the
price   increases  implemented  throughout  1998   and   the
establishment of an upward price trend which is expected  to
continue  into  1999.  This represents  a  reversal  of  the
downward trend in insulation pricing experienced during 1997
and 1996.  In the vinyl siding market, volume increases were
largely  offset by declines in pricing during 1998.   Volume
increases in North American composites markets during  1998,
particularly  during the fourth quarter,  helped  to  offset
price  declines  in  European and Asian markets  during  the
year.   On  a  consolidated basis, there  was  virtually  no
impact   of   currency  translation  on  sales  in   foreign
currencies  during  1998.   Please  see  Note   1   to   the
Consolidated Financial Statements.

Sales  outside the U.S. represented 20% of total  sales  for
the  year  ended December 31, 1998, compared to  24%  during
1997 and 25% during 1996.  The decline in non-U.S. sales  as
a  percentage of total sales in 1998 compared  to  1997  and
1996  is  due  to  the  1997  acquisitions of Fibreboard and




<PAGE>                      -20-
                                                            
ITEM 7.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (Continued)

AmeriMark,  which are primarily U.S. operations, and  volume
declines  in Europe during 1998.  Gross margin for the  year
ended  December 31, 1998 was 21% of net sales,  compared  to
20% and 26% in 1997 and 1996, respectively.  The decline  in
gross  margin  as  a percentage of sales in  1998  and  1997
compared to 1996 and prior years is largely attributable  to
the  lower-margin businesses of the 1997 acquisitions.  Cost
of  sales in 1998 includes a $65 million charge as  part  of
the  $243 million charge for restructuring and other actions
described  below.   Gross margin during  1998  reflects  the
benefits  of  price improvements, cost reductions  resulting
from  the  Company's  strategic restructuring  program,  and
continuing  productivity improvements across  the  Company's
businesses.   Cost of sales in 1997 includes a  $38  million
charge  as part of the $143 million charge for restructuring
and other actions described below.

For the year ended December 31, 1998, the Company reported a
net  loss of $705 million, or $13.16 per share, compared  to
net  income of $47 million, or $.88 per share, for the  year
ended December 31, 1997, and a net loss of $284 million,  or
$5.54  per  share,  for the year ended  December  31,  1996.
Included  in  the 1998 net loss are 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.   Net  income  in  1998  also  reflects
manufacturing   and   operating   expense   reductions    of
approximately $110 million on a pretax basis, resulting from
the  Company's  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 the Company's  50%  ownership
interest  in  Alpha/Owens-Corning,  LLC.   As  part  of  the
Company's    debt   realignment   strategy,   the    Company
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 reflects the adverse  impact
of  lower  prices  in  insulation and  composites  worldwide
compared  to  1996.   Net income for 1997  also  includes  a
pretax  charge of $143 million ($104 million after-tax)  for
restructuring  and  other actions; an increase  in  cost  of
borrowed  funds  and minority interest expense  compared  to
1996,  due primarily to the financing of the Fibreboard  and
AmeriMark  acquisitions; 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.

The  1996  net  loss of $284 million, or  $5.54  per  share,
reflects a pretax charge of $875 million ($542 million after-
tax) for asbestos litigation claims; pretax 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.
Please  see Notes 4, 5 and 11 to the Consolidated  Financial
Statements.




<PAGE>                      -21-
                                                            
ITEM 7.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (Continued)

Marketing  and  administrative expenses  were  $587  million
during  1998, compared to $544 million and $500  million  in
1997 and 1996, respectively.  The increase in marketing  and
administrative expenses reflects the incremental  costs  due
to  acquisitions, partially offset by the benefits  of  cost
reductions   resulting   from   the   Company's    strategic
restructuring program.

Restructuring of Operations and Other Actions

Please  see  also  Note  4  to  the  Consolidated  Financial
Statements.

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

The  $117  million  restructuring charge  in  1998  includes
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 represents  exit  cost
liabilities, comprised primarily of lease commitments.   The
$27   million   charge  for  non-strategic  businesses   and
facilities  includes $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 the  Company's
consolidated  statement of income include:  $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, 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 current business outlook 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  most  of  the equipment  in  1998.   Also
included  in  the $126 million charge for other actions  are
$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, the Company 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 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  include  $25 million for personnel  reductions,  $41
million for the divestiture of non-strategic businesses  and
facilities,  including  the 1998  closure  of  the  Candiac,




<PAGE>                      -22-
                                                            
ITEM 7.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (Continued)

Quebec  manufacturing  facility,  and  $2  million for other 
actions. The $25 million for personnel reductions represents
severance  costs associated with the elimination  of  nearly
550 positions worldwide.

The  primary components of the $75 million charge for  other
actions   and   their  classification   on   the   Company's
consolidated statement of income include:  $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  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 the equipment in 1998.

During  the  fourth quarter of 1996, the Company recorded  a
$43  million  pretax  charge  for  restructuring  and  other
actions  which  included the costs associated  with  a  work
force realignment, a replacement of computer technology  and
asset  valuations and expenses related to exited businesses.
The $43 million pretax charge was comprised of a $38 million
restructure  charge and a $5 million charge  related  to  an
exited  business.  The components of the restructure  charge
included $20 million for personnel reductions, $8 million in
computer technology and $10 million for asset valuations and
exited businesses.  The $20 million for personnel reductions
represented  severance costs associated with the elimination
of nearly 400 positions worldwide.

As  indicated above, certain of the charges recorded  during
1998,   1997   and  1996  represent  valuation   adjustments
associated  with asset impairments.  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.

As  a  result  of the strategic restructuring  program,  the
Company  realized a decrease in manufacturing and  operating
expenses  of approximately $110 million during 1998.   Based
upon  expected economic conditions over the next few  years,
including  effects  on matters such as labor,  material  and
other  costs, the Company expects additional cost reductions
of  approximately $65 million in 1999, resulting in  ongoing
pretax savings of approximately $175 million per year.   The
expected  $175 million in cost reductions, the  majority  of
which will be cash savings, is comprised of $150 million  in
reduced  personnel  costs, $14 million in  reduced  facility
costs,  and  $11  million of reductions in  related  program
spending.  The Company also expects additional cost  savings
during  1999 resulting from improved logistics and materials
sourcing.




<PAGE>                      -23-
                                                            
ITEM 7.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (Continued)

The  Company also implemented programs to gain synergies  in
its  Exterior Systems Business during 1998.  As a result  of
these  programs, which include closing redundant facilities,
integrating  business  systems,  and  improving   purchasing
leverage,  the  Company reduced costs by  approximately  $32
million  during  1998 and expects to save an additional  $20
million  per year in 1999 and beyond, the majority of  which
will be cash savings.

Building Materials

In  the  Building Materials segment, sales increased 22%  in
1998 compared to 1997, reflecting the incremental sales from
the   AmeriMark   and  Fibreboard  acquisitions.    Building
Materials sales reflect the benefits of volume increases  in
North  American vinyl siding and residential roofing markets
during 1998, offset partially by volume declines in European
residential  insulation markets.  Price increases  in  North
American  residential roofing markets were more than  offset
by  insulation and vinyl siding prices, which were lower  on
average   for  total  year  1998  than  1997.    Prices   of
residential  insulation, particularly in the U.S.,  however,
benefited  from  an upward trend during  much  of  1998  and
resulted  in prices during the fourth quarter of  1998  that
were  above  fourth  quarter 1997 levels.   The  translation
impact  of  sales  denominated  in  foreign  currencies  was
slightly  unfavorable during 1998.  Income  from  operations
was  $311 million during 1998, up from $172 million in 1997.
Income   from   operations  in  1998  reflects  productivity
improvements   and  cost  reductions  resulting   from   the
strategic   restructuring  program,  as   well   as   strong
residential  roofing volume and price.  Please see  Notes  1
and 5 to the Consolidated Financial Statements.

The  consolidated results of the Company include the results
of operations of Fibreboard and AmeriMark beginning with the
third and fourth quarters of 1997, respectively.  To enhance
comparability, certain information below is presented  on  a
pro  forma basis and reflects the acquisitions of Fibreboard
(excluding  Pabco and operations that were  discontinued  by
Fibreboard prior to the acquisition) and AmeriMark as though
they had occurred at the beginning of the periods presented.
(The  pro  forma impact of all acquisitions during 1997  and
1996,  other than Fibreboard and AmeriMark, was not material
to  the  Company's results of operations for  those  years.)
The pro forma results include certain adjustments, primarily
for   depreciation  and  amortization,  interest  and  other
expenses directly attributable to the acquisitions, and  are
not  necessarily  indicative of the  combined  results  that
would  have  occurred had the acquisitions occurred  at  the
beginning  of that period.  These pro forma results  do  not
reflect  the benefits from the consolidation of the exterior
systems business discussed above.

<TABLE>
<S>                                          <C>     <C>        <C>    <C>    
                                               PRO FORMA        AS REPORTED
                                               Year Ended        Year Ended
                                              December 31,      December 31,
                                              1997     1996     1997    1996
                                                 (In millions of dollars, 
                                                    except share data)

Net  sales                                   $5,041  $ 4,932   $4,373  $3,832
Income (loss) from continuing operations         46     (301)      62    (284)
Diluted earnings per share from continuing 
  operations                                 $  .86  $ (5.86)  $ 1.17  $(5.54)
</TABLE>

Early  in  the first quarter of 1998, the Company  completed
the  sale  of  the  assets of  Pabco, a producer  of  molded
calcium  silicate insulation, fireproofing board  and  metal
jacketing, acquired as part of the Fibreboard acquisition in
1997.   Please  see  Note  5 to the  Consolidated  Financial
Statements.




<PAGE>                      -24-
                                                            
ITEM 7.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (Continued)

Composite Materials

In  the Composite Materials segment, sales were down 6%  for
the  year  ended  December 31, 1998 compared  to  1997,  due
largely to the disposition (discussed below) of 51%  of  the
Company'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 flat for the year
ended December 31, 1998.  Volume increases in North American
markets  in  1998, particularly during the  fourth  quarter,
were  offset  by  price declines across European  and  Asian
markets.   The  translation impact of sales  denominated  in
foreign  currencies  was  slightly  favorable  during  1998.
Income from operations was $202 million in 1998, compared to
$165  million in 1997.  Reflected in income from  operations
during  1998  are the benefits of productivity  improvements
and   cost   reductions  from  the  Company's  restructuring
program, offset partially by reduced prices during 1998  and
the deconsolidation of the Company's yarns business.  Please
see Notes 1 and 5 to the Consolidated Financial Statements.

During the third quarter of 1998, the Company formed a joint
venture  for its 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  joint  venture 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 approximately $193 million from  the  joint
venture.  By retaining a 49% ownership interest in the joint
venture,   the  Company  will  continue  to  safeguard   its
proprietary technology and participate in the yarns  market.
Please see Note 5 to the Consolidated Financial Statements.

The consolidated balance sheet of the Company as of December
31,  1998 reflects the third quarter 1998 disposition of the
Company's yarns business.  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
years  ended December 31, 1997 and 1996, the yarns  business
recorded  sales of approximately $205 million, $277 million,
and  $275  million, respectively, and income from operations
of  approximately $57 million, $80 million and $80  million,
respectively.   Effective September 30,  1998,  the  Company
accounts  for  its  ownership interest in  the  yarns  joint
venture under the equity method.

Accounting Changes

During  the  first  quarter  of 1998,  the  Company  adopted
Statement  of  Financial  Accounting  Standards   No.   130,
"Reporting  Comprehensive Income" (SFAS 130).  Comprehensive
income  is  defined as the change in equity  of  a  business
enterprise  during  a  period from  transactions  and  other
events   and  circumstances  from  non-owner  sources.   The
Company's comprehensive income includes net income, currency
translation    adjustments,   minimum   pension    liability
adjustments,  and  deferred  gains  and  losses  on  certain
hedging transactions.  Please see the Company's Consolidated
Statement of Comprehensive Income.

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




<PAGE>                      -25-
                                                            
ITEM 7.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (Continued)

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.

SFAS  133 is effective for fiscal years beginning after June
15,  1999, but earlier adoption is allowed.  The Company has
not  yet quantified the impact of adopting SFAS 133 and  has
not determined the timing of or the method of adoption.  The
Company  is  aware, however, that the adoption of  SFAS  133
could    increase   volatility   in   earnings   and   other
comprehensive income.

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Cash  flow  from operations was $124 million  for  the  year
ended  December 31, 1998, compared to $131 million  for  the
year  ended December 31, 1997.  The slight decrease in  cash
flow  from operations in 1998 is largely attributable  to  a
$205  million  increase in payments for asbestos  litigation
claims,  net of insurance proceeds, during 1998 compared  to
1997.   Payments  for asbestos litigation claims  were  $455
million  during  1998 and proceeds from insurance  were  $47
million,   compared  to  $300  million  and   $97   million,
respectively,  during 1997.  The increase  in  net  payments
results  principally from the fact that in conjunction  with
the  National Settlement Program (NSP) negotiations  in  the
fourth  quarter  of 1998, the Company was  able  to  achieve
settlements on favorable terms of certain appeals and  other
pending   claims  earlier  than  anticipated.   The  Company
anticipates  $850  million of total  payments  for  asbestos
litigation  claims during 1999 due to the implementation  of
the  Company's NSP, described in Note 22 to the Consolidated
Financial Statements.  The Company expects that $150 million
of  insurance  proceeds  will be available  to  cover  these
costs.   During 1998, the Company collected a federal income
tax  refund  of  approximately $85 million, which  favorably
impacted cash flow from operations during the year.   Please
see   Notes   17  and  22  to  the  Consolidated   Financial
Statements.

Inventories  at  December 31, 1998  decreased  $66  million,
including  $37 million for divestitures and non-cash  write-
offs during the third quarter of 1998, from the December 31,
1997  level  of $503 million.  Receivables at  December  31,
1998 were $451 million, a 5% increase over the December  31,
1997  level, due largely to a $40 million increase in  sales
in  December 1998 compared to December 1997.  Receivables at
December  31,  1998  also reflect a  $39  million  reduction
attributable  to  the  divestitures and non-cash  write-offs
during  the third quarter of 1998.  The increase in accounts
payable  and  accrued  liabilities  from  $814  million   at
December  31,  1997  to $942 million at  December  31,  1998
favorably  contributed to cash flow from  operations  during
1998.   On  an aggregate basis, receivables, inventory,  and
accounts  payable and accrued liabilities  at  December  31,
1998,  adjusted for the divestitures and non-cash write-offs
during  the third quarter of 1998, reflect improved  working
capital management during 1998.

At  December 31, 1998, the Company's net working capital was
negative  $354  million  and  its  current  ratio  was  .81,
compared to $121 million and 1.09, respectively, at December
31, 1997.  A $500 million increase in the current portion of
the  reserve  for  asbestos litigation claims,  due  to  the
implementation of the Company's National Settlement Program,
partially   offset  by  the  related  income  tax   benefit,
contributed  to  the  decrease in  net  working  capital  at
December 31, 1998.

The  Company's  total borrowings at December 31,  1998  were
$1.626  billion, $112 million lower than at  year-end  1997.
Proceeds  from the sale of businesses during 1998 were  used
to  reduce  debt  as well as repurchase the Company's  Trust
Preferred Hybrid Securities during the year.





<PAGE>                      -26-
                                                            
ITEM 7.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (Continued)

As  of  December 31, 1998, the Company had unused  lines  of
credit  of  $1.307  billion available under  long-term  bank
credit facilities and an additional $124 million under short-
term  facilities, compared to $884 million and $224 million,
respectively, at year-end 1997.  The net increase in  unused
available  lines  of credit reflects the  Company's  reduced
borrowings  at  December 31, 1998 compared to  December  31,
1997,  offset partially by an agreed $200 million  reduction
in  the  maximum  availability from the Company's  long-term
credit facility during the first quarter of 1998. Letters of
credit  issued  under the facility, most  of  which  support
appeals  from  asbestos trials, also  reduce  the  available
credit.  The  impact of such reduction is reflected  in  the
unused  lines of credit discussed above.  Please see Note  2
to the Consolidated Financial Statements.

During  1998,  the  Company 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  the
Company's  $309 million of Trust Preferred Hybrid Securities
and  the  retirement  of $361 million  of  higher-rate  debt
securities.   In  connection with this early  retirement  of
debt,  the  Company  paid  premiums  of  approximately   $62
million, incurred related 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.   Please see Notes  2,  3  and  8  to  the
Consolidated Financial Statements.

Capital   spending  for  property,  plant   and   equipment,
excluding  acquisitions,  was $253  million  in  1998.   The
Company  anticipates  1999 capital  spending,  exclusive  of
acquisitions   and  investments  in  affiliates,   will   be
approximately  $225  million,  the  majority  of  which   is
uncommitted.  The  Company expects that  funding  for  these
expenditures  will  be  from the  Company's  operations  and
external sources as required.

Asbestos Litigation

Gross  payments for asbestos litigation claims during  1998,
including  payments for claims settled in  prior  years  and
excluding  amounts  payable  in  future  years,  were   $455
million.  The  1998  expenditures  include  $92  million  in
defense  and other costs. Proceeds from insurance  were  $47
million  resulting  in  a net pretax cash  outflow  of  $408
million  ($245  million after-tax).  The  increase  in  1998
expenditures  from  1997 expenditures of approximately  $300
million is principally attributable to payments in 1998  for
claims  resolved  in prior years and to the  fact  that,  in
conjunction    with   the   National   Settlement    Program
negotiations  in the fourth quarter of 1998,  Owens  Corning
was  able  to  achieve additional settlements  on  favorable
terms  of  certain appeals and other pending claims  earlier
than  anticipated.   On  December 15,  1998,  Owens  Corning
announced  a  National Settlement Program (NSP) under  which
more  than 176,000 asbestos claims against the Company  will
be  resolved.  Average payments per claim under the NSP  are
expected to be substantially lower than those experienced by
Owens   Corning   in  recent  years.   Settlement   payments
aggregating  approximately $1.2 billion  for  cases  pending
against  Owens Corning will be made over a period of  up  to
five  years, with most payments occurring in 1999 and  2000.
Such payments will be made from the Company's available cash
and  credit  resources.  As a result of such  payments,  the
Company's gross payments for asbestos litigation claims will
increase  in  1999 and 2000 over the levels  experienced  in
recent  years.   However, such payments are expected  to  be
substantially  lower  than historical  levels  in  2001  and
subsequent years.  The Company's total payments for asbestos
litigation  claims  in 1999, including  defense  costs,  are
expected  to  be approximately $850 million, due principally
to  payments  in  conjunction with the NSP.   Proceeds  from
insurance  of  $150 million are expected to be available  to
cover these costs resulting in a net pretax cash outflow  of
$700




<PAGE>                      -27-
                                                            
ITEM 7.MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS (Continued)

million  ($450 million after-tax).  In addition to providing
for  the  resolution of approximately 176,000 claims against
Owens Corning, the NSP establishes administrative processing
arrangements with participating law firms under which future
asbestos  claims  will be resolved without litigation,  with
future  claimants to receive specified amounts based on  the
type and severity of disease and other factors.  Please  see
Note 22 to the Consolidated Financial Statements.

Gross   payments  for  asbestos  litigation  claims  against
Fibreboard during 1998 were approximately $129 million,  all
of  which was paid directly by Fibreboard's insurers or from
an  escrow  account funded by its insurers to  claimants  on
Fibreboard's behalf.  Fibreboard is a participant in the NSP
and is a party to most of the NSP Agreements.  If the Global
Settlement is overturned by the United States Supreme Court,
and the Insurance Settlement therefore becomes effective, it
is  anticipated that over 100,000 asbestos litigation claims
pending  against Fibreboard will be resolved under the  NSP.
Payments  of  such claims will be made over  the  next  five
years  with most payments occurring in 1999 and 2000.   Such
payments will be made from the approximately $2.0 billion in
funds  available under the Insurance Settlement  to  resolve
pending  and future Fibreboard claims.  Please see Notes  17
and 22 to the Consolidated Financial Statements.

The   Company   expects  funds  generated  from  operations,
together with funds available under long and short term bank
credit  facilities,  to be sufficient to  satisfy  its  debt
service  obligations  under  its  existing  and  anticipated
indebtedness,  its  contingent  liabilities  for   uninsured
asbestos  personal  injury claims, as well  as  its  capital
expenditure programs and growth agenda.

Environmental Matters

The  Company has been deemed by the Environmental Protection
Agency  (EPA)  to be a Potentially Responsible  Party  (PRP)
with  respect  to  certain  sites  under  the  Comprehensive
Environmental  Response,  Compensation  and  Liability   Act
(Superfund).  The Company has also been deemed a  PRP  under
similar state or local laws.  In other instances, other PRPs
have  brought suits or claims against the Company as  a  PRP
for  contribution under such federal, state or  local  laws.
During  1998, the Company was designated as a  PRP  in  such
federal,  state,  local  or  private  proceedings  for  nine
additional sites.  At December 31, 1998, a total of 37  such
PRP designations remained unresolved by the Company, some of
which  designations the Company believes  to  be  erroneous.
The    Company   is   also   involved   with   environmental
investigation or remediation at a number of other  sites  at
which it has not been designated a PRP.

The  Company has established a $30 million reserve  for  its
Superfund  (and  similar state, local  and  private  action)
contingent  liabilities.  Based upon  information  presently
available  to  the  Company,  and  without  regard  to   the
application   of  insurance,  the  Company  believes   that,
considered in the aggregate, the additional costs associated
with  such  contingent  liabilities, including  any  related
litigation costs, will not have a materially adverse  effect
on  the Company's 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.  Until these regulations are developed, the
Company  cannot determine the extent to which the  Act  will
affect it.  The Company anticipates that its sources  to  be
regulated  will  include  wool fiber  glass,  mineral  wool,
amino/phenolic  resin, secondary aluminum smelting,  asphalt
processing and roofing, and metal coil coating.   The  EPA's
currently   announced  schedule  is  to  issue   regulations
covering  wool  fiber  glass, mineral  wool,  amino/phenolic
resin,  secondary aluminum smelting, and asphalt  processing
and  roofing in 1999, and metal coil coating in  2000,  with
implementation  as  to existing sources up  to  three  years
thereafter.  Based on information now known to the  Company,
including   the  nature  and  limited  number  of  regulated
materials it emits,




<PAGE>                     -28-
                                                            
ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS (Continued)

the  Company  does not expect the Act to have  a  materially
adverse  effect  on  the  Company's results  of  operations,
financial condition or long-term liquidity.

Year 2000 Readiness

This information should be considered a Year 2000 Readiness
Disclosure.

Background

Some of the Company's 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  not remediated, may experience 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").

The Company's State of Readiness

In  recognition of the significance of the Year 2000  Issue,
the  Company  formed a senior management  team  representing
business  units  and  business process  functions  including
information technology, sourcing, logistics and legal.  This
team  oversees the Company's efforts to assess  and  resolve
the  Year 2000 Issue.  In addition, the Company's individual
organizational  units have developed, and are  implementing,
Year 2000 plans.  These plans include assessment of all  the
Company's  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.  The  Company  is  also  developing
business  continuity  plans  to  assure  that  all  of   its
operations are prepared in the case of an unexpected  system
or supplier failure.

IT Systems

The  Company has been actively implementing new systems  and
technology  on a worldwide basis since 1995 as part  of  its
Advantage   2000   program  to  improve   productivity   and
operational efficiency.  One objective of this initiative is
to   ensure   all   business  transactions  are   supporting
requirements to process data accurately in the year 2000 and
beyond.   The  scope  of this program has been  continuously
expanded to include each of the seventeen acquisitions  made
by the Company during the past five years.

To date, over 75% of the Company's IT systems are both ready
for  the  year 2000 and are already in operation  for  daily
business  transaction processing. This has been accomplished
through   the  comprehensive  implementation  of  enterprise
resource  planning  software across most  of  the  Company's
business  units.  The Company's schedule is to have  updated
or  replaced all remaining IT systems by the end  of  second
quarter  1999.   Management  expects  that  most  of   these
remaining IT systems will be in full operation by the end of
second  quarter 1999 and that all will be in full  operation
by  the  end  of the third quarter.  All significant  system
changes are currently progressing to achieve this schedule.





<PAGE>                      -29-
                                                            
ITEM 7.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (Continued)

Non-IT Systems

The  Company  has completed an inventory and  assessment  of
substantially  all of the Non-IT systems  in  its  operating
facilities.  Those Non-IT systems that may fail as a  result
of  the  Year  2000 Issue have been identified.   Corrective
actions  such  as  replacement, update  or  installation  of
vendor  supplied  upgrades  are currently  being  performed.
Concurrent with this renovation process, the Company is  now
testing  Year 2000 corrections to ensure that Non-IT systems
will  function  properly  on key dates  in  accordance  with
testing   methodologies   which  management   believes   are
reasonable   and   reflective  of  practices   employed   by
comparable  companies.   As with the  IT  systems  discussed
above,  the  Company  plans to have all  of  the  identified
technology  remediated  and tested  by  the  end  of  second
quarter  1999.  Most locations will also be  operating  with
these  remediated systems within the same  time  frame;  all
locations  are  expected  to  be  using  these  systems  for
business operations by the end of third quarter 1999.

External Environment

The  Company is working with its suppliers and customers  to
assess  their  level of Year 2000 readiness.   This  process
includes both the receipt of confirmation documents as  well
as  selective on-site visits.  Critical suppliers have  been
identified; confirmations received, and now the  Company  is
conducting  visits, which are expected to  be  completed  in
first quarter 1999.  Based upon results of the confirmations
and  visits,  the  Company expects to develop  any  required
contingency  plans by the end of the second  quarter.   Such
contingency  plans  will  include,  as  appropriate,   using
alternate suppliers that are Year 2000 ready.

Estimated Costs

The  cumulative cost of systems replacement, remediation and
update  from  1995 through 1998 has been approximately  $145
million,  including technology, design and development,  and
related  training and deployment in business locations.  The
Company  currently  estimates that its  remaining  costs  to
assess  and  resolve  the  Year  2000  Issue  including  the
replacement  and remediation at all remaining locations  are
in  the  range  of $25 million to $30 million.   These  cost
estimates are based on currently available information,  and
may be subject to change.

Risks

If needed modifications and upgrades of systems are not made
on   a  timely  basis  by  the  Company  or  its  materially
significant   suppliers,   the  Company   could   experience
significant  disruptions to one or more of  its  operations,
financial  loss, legal liability and similar risks,  any  of
which  could have a material adverse effect on the Company's
results  of  operations or financial position.  The  Company
believes that the most reasonably likely worst case scenario
would be a short-term slowdown or cessation of manufacturing
operations at one or more of the Company's facilities and  a
short-term  inability on the part of the Company to  process
orders  and  billings  in a timely manner,  and  to  deliver
product  to customers.  In view of the Company's  Year  2000
readiness  program,  including  contingency  and  continuity
plans, the Company believes that significant disruptions are
unlikely  and that any disruptions would be both  short-term
and manageable.




<PAGE>                      -30-
                                                            
ITEM 7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT 
          MARKET RISK

Market Risk

The  Company is exposed to the impact of changes in  foreign
currency  exchange rates and interest rates  in  the  normal
course  of  business.   The Company manages  such  exposures
through   the  use  of  certain  financial  and   derivative
financial  instruments.  The Company's 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.

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

The Company's policy is to use foreign currency and interest
rate  derivative financial instruments only  to  the  extent
necessary  to  manage  exposures as  described  above.   The
Company  does  not enter into foreign currency  or  interest
rate derivative transactions for speculative purposes.

The  Company uses a variance-covariance Value at Risk  (VAR)
computation model to estimate the potential loss in the fair
value  of  its interest rate-sensitive financial instruments
and  its  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 the Company  would  expect
from  adverse changes in foreign currency exchange rates  or
interest rates assuming a 95% confidence level:

<TABLE>
     <S>                                   <C>
     Risk Category                         Amount
                                   (In millions of dollars)
     Foreign currency                       $ 1
     Interest rate                          $ 8
</TABLE>

Virtually  all  of the $8 million potential loss  associated
with  interest rate risk is attributable to fixed-rate long-
term debt instruments.




<PAGE>                      -31-
                                                            
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Pages  35  through  90  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  the Company's 1999 Proxy  Statement  except
that   certain   information  concerning   Owens   Corning's
executive  officers  is  included on  pages  13  through  14
hereof.


ITEM 11.  EXECUTIVE COMPENSATION

The  information  required by this Item is  incorporated  by
reference from the Company's 1999 Proxy Statement.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

The  information  required by this Item is  incorporated  by
reference from the Company's 1999 Proxy Statement.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  information  required by this Item is  incorporated  by
reference from the Company's 1999 Proxy Statement.





<PAGE>                      -32-
                                                            
                           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 34 hereof

 2.  See Index to Financial Statement Schedules on page 91
     hereof

 3.  See Exhibit Index beginning on page 93 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 1998, the Company filed  the
   following current reports on Form 8-K:
   
   (i) Dated October 14, 1998, under Item 2, "Acquisition  or
       Disposition  of  Assets",   and  Item   7,  "Financial 
       Statements and  Exhibits", and including the following 
       financial statements and notes of Owens Corning:
   
       - Pro Forma Balance Sheet as of June 30, 1998 (unaudited)
       - Pro Forma Statement of Income for the six months  ended 
         June 30, 1998 (unaudited)
       - Pro  Forma  Statement  of  Income  for  the  year ended 
         December 31, 1997 (unaudited)
       - Notes to  pro forma financial statements (unaudited)
   
  (ii) Dated December 15, 1998, under Item 5, "Other Events"




<PAGE>                      -33-
                                                            
                         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   March 11, 1999
     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  March 11, 1999
     Glen H. Hiner, Chairman of the Board,
     Chief Executive Officer and Director

     /s/ Thurston Roach                         Date  March 11, 1999
     J. Thurston Roach, Senior Vice
     President and Chief Financial Officer

     /s/ Steven J. Strobel                      Date  March 11, 1999
     Steven J. Strobel, Vice President and
     Controller

     /s/ Curtis H. Barnette                    Date  March 12, 1999
     Curtis H. Barnette, Director

     /s/ Norman P. Blake, Jr.                   Date  March 12, 1999
     Norman P. Blake, Jr., Director

                                                Date
     Gaston Caperton, Director

                                                Date
     Leonard S. Coleman, Jr., Director

     /s/ William W. Colville                    Date  March 12, 1999
     William W. Colville, Director

     /s/ John H. Dasburg                        Date  March 12, 1999
     John H. Dasburg, Director

     /s/ Landon Hilliard                        Date  March 11, 1999
     Landon Hilliard, Director

     /s/ Jon M. Huntsman, Jr.                   Date  March 12, 1999
     Jon M. Huntsman, Jr., Director

     /s/ Ann Iverson                            Date  March 11, 1999
     Ann Iverson, Director

                                                Date
     W. Walker Lewis, Director

     /s/ Furman C. Moseley                      Date  March 15, 1999
     Furman C. Moseley, Jr., Director

     /s/ W. Ann Reynolds                        Date  March 12, 1999
     W. Ann Reynolds, Director
     




<PAGE>                       -34-
                                                            
                INDEX TO FINANCIAL STATEMENTS

Item                                                         Page

Report of Independent Public Accountants.......................35

Summary of Significant Accounting Policies..................36-37

Consolidated Statement of Income - for the
 years ended December 31, 1998, 1997 and 1996...............38-39

Consolidated Statement of Comprehensive Income -
 for the years ended December 31, 1998, 1997 and 1996..........40

Consolidated Balance Sheet - December 31, 1998 and 1997.....41-42

Consolidated Statement of Stockholders' Equity -
 for the years ended December 31, 1998, 1997 and 1996..........43

Consolidated Statement of Cash Flows - for the years
 ended December 31, 1998, 1997 and 1996.....................44-45

Notes to Consolidated Financial Statements
 Notes 1 through 23.........................................46-90






<PAGE>                      -35-
                                                            
                              
          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,  1998  and  1997,  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,  1998.   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,  1998 and 1997, and the results of their operations  and
their  cash flows for each of the three years in the  period
ended  December  31,  1998,  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 25, 1999
Toledo, Ohio
                                                            
                                                            
                                                            
<PAGE>                      -36-
                                                            
               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.
Significant  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.




<PAGE>                      -37-
                                                            
               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 1997 and 1996 to
conform with the classifications used in 1998.




<PAGE>                      -38-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
              CONSOLIDATED STATEMENT OF INCOME
                              
    FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<S>                                                    <C>      <C>     <C>
                                                        1998     1997    1996
                                                      (In millions of dollars, 
                                                         except share data)

NET SALES                                              $5,009   $4,373  $3,832
COST OF SALES                                           3,944    3,482   2,840
   Gross margin                                         1,065      891     992

OPERATING EXPENSES

 Marketing and administrative expenses                    587      544     500
 Science and technology expenses (Note 12)                 57       69      84
 Provision for asbestos litigation claims (Note 22)     1,415        -     875
 Restructure costs (Note 4)                               117       68      38
 Other (Note 4)                                            72       28      23

   Total operating expenses                             2,248      709   1,520

Gain on sale of assets (Note 5)                           359        -      37

INCOME (LOSS) FROM OPERATIONS                            (824)     182    (491)

Cost of borrowed funds (Notes 2, 3 and 21)                140      111      77

INCOME (LOSS) BEFORE PROVISION (CREDIT)
 FOR INCOME TAXES                                        (964)      71    (568)

Provision (credit) for income taxes (Note 11)            (306)       9    (283)

INCOME (LOSS) BEFORE MINORITY INTEREST
 AND EQUITY IN NET INCOME OF AFFILIATES                  (658)      62    (285)

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

Equity in net income of affiliates (Note 15)                8       11       9

INCOME (LOSS) BEFORE EXTRAORDINARY ITEM
  AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE             (666)      62    (284)

Extraordinary loss (Note 2)                               (39)       -       -

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

NET INCOME (LOSS)                                       $(705)   $  47   $(284)
</TABLE>


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




<PAGE>                      -39-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
              CONSOLIDATED STATEMENT OF INCOME
                              
    FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                         (Continued)

<TABLE>
<S>                                               <C>        <C>     <C>  
                                                      1998    1997    1996
                                                  (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        $(12.44)   $ 1.18   $ (5.54)

 Extraordinary loss (Note 2)                         (.72)        -         -

 Cumulative effect of accounting change (Note 6)        -      (.29)        -
   Net income (loss) per share                    $(13.16)   $  .89   $ (5.54)

Diluted:

 Income (loss) before extraordinary item and
    cumulative effect of accounting change        $(12.44)   $ 1.17   $ (5.54)

 Extraordinary loss (Note 2)                         (.72)        -         -

 Cumulative effect of accounting change (Note 6)        -      (.29)        -

 Net income (loss) per share                      $(13.16)   $  .88   $ (5.54)

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

  Basic                                              53.6      52.9      51.3
  Diluted                                            53.6      53.5      51.3
</TABLE>

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





<PAGE>                      -40-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
       CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                              
    FOR THE YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996

<TABLE>
<S>                                              <C>         <C>      <C>
                              
                                                   1998       1997      1996

Net income (loss)                                $ (705)     $  47    $ (284)

Other comprehensive income, net of tax:
  Foreign currency translation adjustments            6(a)     (46)      (14)(b)
  Minimum pension liability adjustment
     (net of taxes of $1 million in 1998)             1          -         -
  Hedging gains/(losses)                             (4)        10         4

Other comprehensive income (loss)                     3        (36)      (10)

Comprehensive income (loss)                      $ (702)     $  11    $ (294)
</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.

(b)  Includes $17 million reclassification as an increase to in
     come  from  operations  due  to the sale of  the Company's
     ownership  interest in  Asahi Fiber Glass Co., Ltd.  (Note
     5).

During  1998,  the Company adopted Statement of  Financial
Accounting  Standards  No.  130, "Reporting  Comprehensive
Income"  (SFAS 130).  Comprehensive income is  defined  as
the  change  in equity of a business enterprise  during  a
period   from   transactions   and   other   events    and
circumstances  from  nonowner sources.   It  includes  all
changes  in equity during a period except those  resulting
from  investments by owners and distributions  to  owners.
SFAS 130 requires that the Company classify items of other
comprehensive  income  by their nature  in  the  financial
statements  and display the accumulated balance  of  other
comprehensive   income  separately  in  the  stockholders'
equity  section  of  the  Company's  consolidated  balance
sheet.
                                                      
                              
The accompanying summary of significant accounting policies and notes
           are an integral part of this statement.




<PAGE>                      -41-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
   CONSOLIDATED BALANCE SHEET - DECEMBER 31, 1998 AND 1997

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

ASSETS                                                       1998      1997
                                                        (In millions of dollars)
CURRENT

Cash and cash equivalents                                   $  54     $  58
Receivables, less allowances of $23 million
 in 1998 and $20 million in 1997 (Note 13)                    451       432
Inventories (Note 14)                                         437       503
Insurance for asbestos litigation claims - current
 portion (Note 22)                                            150       100
Deferred income taxes (Note 11)                               293       160
Assets held for sale (Note 5)                                   -        41
Income tax receivable (Note 11)                               117        96
Other current assets                                           27        38
 Total current                                              1,529     1,428
OTHER

Insurance for asbestos litigation claims (Note 22)            260       357
Asbestos costs to be reimbursed - Fibreboard (Note 22)         74       116
Deferred income taxes (Note 11)                               608       328
Goodwill, less accumulated amortization of $78
 million in 1998 and $45 million in 1997 (Notes 4 and 5)      762       778
Investments in affiliates (Notes 4 and 15)                     45        52
Other noncurrent assets (Note 10)                             205       184
   Total other                                              1,954     1,815


PLANT AND EQUIPMENT, at cost

Land                                                           64        66
Buildings and leasehold improvements                          701       676
Machinery and equipment                                     2,476     2,629
Construction in progress                                      257       214
                                                            3,498     3,585
Less:  Accumulated depreciation                            (1,880)   (1,832)
 Net plant and equipment                                    1,618     1,753
TOTAL ASSETS                                               $5,101    $4,996
</TABLE>
                              
                              
  The accompanying summary of significant accounting policies and notes
               are an integral part of this statement.





<PAGE>                      -42-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
   CONSOLIDATED BALANCE SHEET - DECEMBER 31, 1998 AND 1997
                         (Continued)

<TABLE>
<S>                                                      <C>        <C>   
                              
LIABILITIES AND STOCKHOLDERS' EQUITY                        1998      1997
                                                       (In millions of dollars)
CURRENT

Accounts payable and accrued liabilities
 (Note 16)                                               $   942    $  814
Reserve for asbestos litigation claims -
 current portion (Note 22)                                   850       350
Short-term debt (Note 3)                                      69        23
Long-term debt - current portion (Note 2)                     22       120

     Total current                                         1,883     1,307

LONG-TERM DEBT (Note 2)                                    1,535     1,595

OTHER

Reserve for asbestos litigation claims (Note 22)           1,780     1,320
Asbestos-related liabilities - Fibreboard (Note 22)           79       123
Other employee benefits liability (Note 9)                   326       335
Pension plan liability (Note 10)                              55        65
Other                                                        364       165
 Total other                                               2,604     2,008
COMMITMENTS AND CONTINGENCIES
 (Notes 18, 21 and 22)

COMPANY OBLIGATED SECURITIES OF ENTITIES
   HOLDING SOLELY PARENT DEBENTURES
   (Notes 7 and 8)                                           194       503

MINORITY INTEREST                                             19        24

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
 1998-54.3 million and 1997-53.6 million
 shares (Notes 5 and 19)                                     679       657
Deficit                                                   (1,762)   (1,041)
Accumulated other comprehensive income                       (37)      (40)
Other (Note 19)                                              (14)      (17)
     Total stockholders' equity                           (1,134)     (441)

TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                                  $ 5,101   $ 4,996
</TABLE>
                                  
                              
                              
   The accompanying summary of significant accounting policies and notes
              are an integral part of this statement.
           



<PAGE>                     -43-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
       CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                              
    FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<S>                                                 <C>       <C>       <C>  
                              
                                                      1998      1997     1996
COMMON STOCK                                         (In millions of dollars)


Balance beginning of year                           $  657    $  606    $ 579
Issuance of stock for:
 Acquisitions (Note 5)                                   -        16       20
 Awards under stock compensation plans (Note 19)        22        35        7

Balance end of year                                    679       657      606

DEFICIT

Balance beginning of year                           (1,041)   (1,072)    (781)
Net income (loss)                                     (705)       47     (284)
Cash dividends declared                                (16)      (16)      (7)
Balance end of year                                 (1,762)   (1,041)  (1,072)

ACCUMULATED OTHER COMPREHENSIVE
 INCOME

Balance beginning of year

 Currency translation adjustment                       (47)       (1)      13
 Minimum pension liability adjustment                   (3)       (3)      (3)
 Deferred gains (losses) on hedges                      10         -       (4)

Total beginning balance                                (40)       (4)       6

Adjustments

 Currency translation adjustment                         6       (46)     (14)
 Minimum pension liability adjustment                    1         -        -
 Deferred gains (losses) on hedges                      (4)       10        4

Total adjustments                                        3       (36)     (10)

Balance end of year

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

Total balance end of year                              (37)      (40)      (4)

OTHER

Balance beginning of year                              (17)      (14)     (16)
Net increase (decrease)                                  3        (3)       2

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

STOCKHOLDERS' EQUITY                               $(1,134)   $ (441)  $ (484)
</TABLE>
                              
                              
The accompanying summary of significant accounting policies and notes
           are an integral part of this statement.





<PAGE>                      -44-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
            CONSOLIDATED STATEMENT OF CASH FLOWS
                              
    FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                              
<TABLE>
<S>                                               <C>       <C>     <C>
                                                     1998     1997    1996
                                                   (In millions of dollars)
NET CASH FLOW FROM OPERATIONS

 Net income (loss)                                $ (705)   $  47   $ (284) 

 Reconciliation of net cash provided
  by operating activities:

  Noncash items:
   Provision for asbestos litigation claims 
     (Note 22)                                     1,415        -      875
   Extraordinary loss from early retirement 
     of debt (Note 2)                                 39        -        -
   Cumulative effect of accounting change 
     (Note 6)                                          -       15        -
   Provision for depreciation and
     amortization                                    197      173      141
   Provision (credit) for deferred
      income taxes (Note 11)                        (416)     110     (258)
   Gain on sale of assets (Note 5)                  (359)       -      (37)
   Other (Note 4)                                    122       49       35
 (Increase) decrease in receivables (Note 13)        (58)      57       20
 (Increase) decrease in inventories                   16       60      (71)
 Increase (decrease) in accounts payable
   and accrued liabilities                           120      (60)     103
 Disbursements of VEBA trust                           -       19       45
 Proceeds from insurance for asbestos
  litigation claims, excluding Fibreboard 
  (Note 22)                                           47       97      101  
 Payments for asbestos litigation claims,
  excluding Fibreboard (Note 22)                    (455)    (300)    (267)
 Other                                               161     (136)     (68)

 Net cash flow from operations                       124      131      335

NET CASH FLOW FROM INVESTING

 Additions to plant and equipment                   (253)    (227)    (325)
 Investment in subsidiaries, net of
 cash acquired (Note 5)                                -     (564)     (70)
 Proceeds from the sale of affiliate or business
  (Notes 5 and 15)                                   668        -       55
  Other                                              (33)      (8)     (20)

Net cash flow from investing                       $ 382    $(799)   $(360)
</TABLE>
                              
                              
     The accompanying summary of significant accounting policies and notes
                  are an integral part of this statement.
            



<PAGE>                      -45-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
            CONSOLIDATED STATEMENT OF CASH FLOWS
                              
    FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                         (Continued)

<TABLE>
<S>                                           <C>       <C>       <C> 
                                                1998      1997      1996
                                         (In millions of dollars)
NET CASH FLOW FROM FINANCING
 (Notes 2, 3 and 8)

 Net additions (reductions) to long-term
  credit facilities                           $ (635)   $  796    $   39
 Other additions to long-term debt               971       108        22
 Other reductions to long-term debt             (494)     (133)      (43)
 Net increase (decrease) in short-term debt       41       (81)       32
 Repurchase of trust preferred hybrid 
   securities                                   (309)        -         -
 Premiums paid for early retirement of debt      (62)        -         -
 Dividends paid                                  (16)      (14)       (3)
 Other                                            (4)        6         3

    Net cash flow from financing                (508)      682        50

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

 Net increase (decrease) in cash and cash 
   equivalents                                    (4)       13        27
Cash and cash equivalents at beginning
 of year                                          58        45        18

Cash and cash equivalents at end of year       $  54     $  58     $  45     
                              
                              
   The accompanying summary of significant accounting policies and notes
                 are an integral part of this statement.




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

1. Segment Data

During   1998,  the  Company  adopted  Statement  of  Financial
Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise  and Related Information" (SFAS 131).  In accordance
with  SFAS  131,  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.

To  determine its reportable operating segments, the  Company's
management  identified  each  component  of  the  Company  that
engages in business activities from which it earns revenue  and
incurs  expenses,  whose results are regularly  reviewed  by  a
chief  operating decision maker to determine the allocation  of
resources to these businesses, and for which discrete financial
information  is  available,  each  of  which  is  an  operating
segment.   The Company has aggregated those operating  segments
which have similar economic characteristics and are similar  in
the  nature  of products and services, the nature of production
processes, the type or class of customer for their products and
services, and the methods used to distribute their products  or
provide their services.

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  and  expanded 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 yarns; rovings,  mats
  and  veils;  strand  and  reinforcement  products;  glass
  reinforced  plastic pipe; and polyester and  vinyl  ester
  resins.

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.





<PAGE>                       -47-
                               
                OWENS CORNING AND SUBSIDIARIES
                               
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (Continued)

1.  Segment Data (Continued)


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

NET SALES                                       1998       1997       1996
                                                 (In millions of dollars)
Reportable Operating Segments

 Building Materials
    United States                             $ 3,436    $ 2,704   $ 2,253
    Europe                                        272        301       284
    Canada and other                              219        212       145

  Total Building Materials                      3,927      3,217     2,682

 Composite Materials
    United States                                 686        707       723
    Europe                                        372        392       400
    Canada and other                              135        157       137

  Total Composite Materials                     1,193      1,256     1,260

  Total Reportable Operating Segments           5,120      4,473     3,942

Reconciliation to Consolidated Net Sales
 Composite Materials U.S. sales to
  Building Materials U.S.                        (111)      (100)     (110)

  Net Sales                                   $ 5,009    $ 4,373   $ 3,832

External Customer Sales by Geographic Region

  United States                               $ 4,011    $ 3,311   $ 2,866
  Europe                                          644        693       684
  Canada and other                                354        369       282

  Net Sales                                   $ 5,009    $ 4,373   $ 3,832
</TABLE>





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

1.  Segment Data (Continued)

<TABLE>
<S>                                             <C>        <C>        <C>      
INCOME (LOSS) FROM OPERATIONS                    1998       1997       1996
                                                  (In millions of dollars)
Reportable Operating Segments

 Building Materials
  United States                                 $ 287      $ 172      $ 247
  Europe                                           14          5         21
  Canada and other                                 10         (5)        13

    Total Building Materials                      311        172        281

 Composite Materials
  United States                                   167        166        174
  Europe                                           24         (7)        46
  Canada and other                                 11          6         19

    Total Composite Materials                     202        165        239

  Total Reportable Operating Segments           $ 513      $ 337      $ 520

Geographic Regions

  United States                                 $ 454      $ 338      $ 421
  Europe                                           38         (2)        67
  Canada and other                                 21          1         32

     Total Reportable Operating Segments        $ 513      $ 337      $ 520

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

  Restructuring and other charges (Note 4)       (243)      (143)       (85)
  Asbestos litigation claims (Note 22)         (1,415)         -       (875)
  Gain on sale of affiliate or business 
    (Note 5)                                      359          -         37
  General corporate expense                       (38)       (12)       (88)
  Cost of borrowed funds                         (140)      (111)       (77)

    Consolidated Income (loss) before
      provision for income taxes                $(964)     $  71      $(568)
</TABLE>
<PAGE>                       -49-
                               
                OWENS CORNING AND SUBSIDIARIES
                               
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (Continued)

1.  Segment Data (Continued)

<TABLE>
<S>                                           <C>         <C>        <C>       
TOTAL ASSETS                                            December 31,
                                                 1998       1997       1996
                                                  (In millions of dollars)
Reportable Operating Segments

 Building Materials
  United States                                $1,894     $2,066     $1,033
  Europe                                          279        268        239
  Canada and other                                220        330        243

     Total Building Materials                   2,393      2,664      1,515

 Composite Materials
  United States                                   331        438        405
  Europe                                          244        260        355
  Canada and other                                163        164        206

      Total Composite Materials                   738        862        966

 Total Reportable Operating Segments           $3,131     $3,526     $2,481

Reconciliation to Consolidated Total Assets

 Asbestos insurance asset                         484        573        554
 Deferred income taxes                            901        488        580
 Income tax receivable                            117         96          4
 Cash and cash equivalents                         54         58         45
 Investments in affiliates                         45         52         64
 LIFO inventory valuation adjustment              (56)       (74)       (82)
 Other general corporate assets                   425        277        267

      Consolidated Total Assets                $5,101     $4,996     $3,913

LONG-LIVED ASSETS BY GEOGRAPHIC REGION

 United States                                 $1,698     $1,792     $1,098
 Europe                                           371        357        381
 Canada and other                                 311        382        329

       Total Long-Lived Assets                 $2,380     $2,531     $1,808
</TABLE>





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

1.  Segment Data (Continued)

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

PROVISION FOR DEPRECIATION
 AND AMORTIZATION                                1998        1997       1996
                                                   (In millions of dollars)
Reportable Operating Segments

 Building Materials
   United  States                               $  96      $  72       $  57
   Europe                                          20         18          16
   Canada and other                                12         16           7

     Total Building Materials                     128        106          80

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

     Total Composite Materials                     48         51          49

 Total Reportable Operating Segments            $ 176      $ 157       $ 129

 Geographic Regions

   United States                                $ 115      $  96       $  79
   Europe                                          38         36          34
   Canada and other                                23         25          16

 Total Reportable Operating Segments            $ 176      $ 157       $ 129

 Reconciliation to Consolidated Provision 
   for Depreciation and Amortization

   General corporate depreciation and 
     amortization                                  21         16          12

     Consolidated Provision for Depreciation
       and Amortization                         $ 197      $ 173       $ 141
</TABLE>





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

1.  Segment Data (Continued)

ADDITIONS TO LONG-LIVED ASSETS

ADDITIONS TO PLANT AND EQUIPMENT
<TABLE>
<S>                                             <C>        <C>        <C>       
                                                 1998       1997       1996
                                                  (In millions of dollars)
Reportable Operating Segments

 Building Materials
  United States                                 $ 117      $  82      $  95
  Europe                                           15         18         10
  Canada and other                                 17         29         36

    Total Building Materials                      149        129        141

 Composite Materials
  United States                                    32         21         63
  Europe                                           35         14         30
  Canada and other                                  4         17         34

     Total Composite Materials                     71         52        127

 Total Reportable Operating Segments            $ 220      $ 181      $ 268

Geographic Regions

 United States                                  $ 149      $ 103      $ 158
 Europe                                            50         32         40
 Canada and other                                  21         46         70

   Total Reportable Operating Segments          $ 220      $ 181      $ 268


ADDITIONS TO GOODWILL (1)                           -        446         17

   Total Additions to Long-Lived Assets
     of Reportable Operating Segments           $ 220      $ 627      $ 285
</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.   During  1996,   
     cash  expenditures  for  goodwill  associated with acquisitions  
     were $17 million, of  which  $10  million  is  attributable  to  
     Building Materials in  Europe,  $3  million is attributable  to  
     Building Materials in Africa, and $4 million is attributable to 
     Composite Materials in Africa.




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

2.  Long-Term Debt
<TABLE>
<S>                                                 <C>             <C>
                                                        1998           1997
                                                     (In millions of dollars)
  U.S. credit facility due in
   2002, variable                                    $   259        $   899
  Asian credit facility due in
   2003, variable                                         29              -
  European credit facilities due in
   1999, variable                                         10             34
  Debentures due in 2005, 7.5%                           300              -
  Debentures due in 2008, 7.7%                           250              -
  Debentures due in 2018, 7.5%                           400              -
  Guaranteed debentures due in 2001, 10%                  42            150
  Debentures due in 2002, 8.875%                          40            150
  Debentures due in 2012, 9.375%                           7            150
  Guaranteed debentures due in 1998, 9.8%                  -            100
  U.S. medium term notes due in 2000, 7.0%                60             60
  Bonds due in 2000, 7.25%, payable in
   Deutsche marks (Note 21)                               50             50
  Eurobonds due through 2001, 9.814% (Note 21)            36             46
  Other long-term debt due through 2012,
   at rates from 5.375% to 12.47%                         74             76
                                                       1,557          1,715
    Less: Current portion                                (22)          (120)

      Total long-term debt                            $1,535         $1,595
</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, 1998.  As of December 31,  1998,
$234  million of this facility was used for standby letters  of
credit  and  $1.307 billion was unused.  The  average  rate  of
interest on this facility was 6.25% at December 31, 1998.

The Asian credit facility is payable in U.S. dollars and has an
aggregate commitment of 45 million U.S. dollars.  The  rate  of
interest on this facility at December 31, 1998 was 6.29%.   The
commitment  fee  on the unused portions of  the  facility   was
 .375% at December 31, 1998.

The European credit facility is payable in U.S. dollars and has
an  aggregate commitment of 10 million U.S. dollars.  The  rate
of  interest on this facility at December 31, 1998  was  5.22%.
The  commitment fee on the unused portions of the facility  was
 .1% at December 31, 1998.





<PAGE>                       -53-
                                                               
                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  second  quarter of 1998, the  Company  issued  two
series of debt securities for an aggregate principal amount  of
$550  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.   Both  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 issued a  series
of  debt securities (the "debentures") as unsecured obligations
of  the  Company  for  an aggregate principal  amount  of  $400
million.  The  debentures bear an annual rate  of  interest  of
7.5%, payable semiannually, and mature on August 1, 2018.   The
debentures  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 debentures
or  (ii)  the  sum  of  the  present values  of  the  remaining
scheduled  payments  of  principal and interest  at  prevailing
market   rates.   The  proceeds  from  the  issuance   of   the
debentures,  net  of  issuance costs, were  approximately  $395
million.   The  Company used the net proceeds to  pay  for  the
principal  and premium amounts of the tender offers of  certain
other debt securities of the Company described below.

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.





<PAGE>                      -54-
                                                            
               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, 1998 are:

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

       1999                      $ 10         $  12
       2000                         -           133
       2001                         -            63
       2002                       259            81
       2003                        29             1
</TABLE>


3.Short-Term Debt
<TABLE>
  <S>                                     <C>           <C>
                                           1998          1997
                                        (In millions of dollars)

  Balance outstanding at December 31      $  69         $  23

  Weighted average interest rates on
   short-term debt outstanding at
   December 31                              6.4%          5.9%
</TABLE>

The  Company had unused short-term lines of credit  totaling
$124 million and $224 million at December 31, 1998 and 1997,
respectively.



<PAGE>                      -55-
                                                            
               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 is 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  include $9 million for personnel reductions and  $21
million for the divestiture of non-strategic businesses  and
facilities,  of which $20 million represents non-cash  asset
write-downs   to  estimated  fair  value  and   $1   million
represents  exit  cost liabilities, comprised  primarily  of
lease  commitments. The $9 million for personnel  reductions
represents  severance costs associated with the  elimination
of  approximately 400 positions, primarily in the  U.S.  and
Asia.  The primary groups affected include manufacturing and
administrative   personnel.   As  of  December   31,   1998,
approximately  $1 million has been paid and charged  against
the  reserve  for  personnel  reductions,  representing  the
elimination of approximately 200 positions, the majority  of
whose  severance payments will be made over  the  course  of
1999.    No  charges  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, include: $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,  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
current  business outlook 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  are  $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.





<PAGE>                      -56-
                                                            
               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 is 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  include $81 million for personnel reductions and  $6
million for the divestiture of non-strategic businesses  and
facilities,  of  which  $2  million  represents  exit   cost
liabilities, comprised primarily of lease commitments.   The
$81  million  for personnel reductions represents  severance
costs associated with the elimination of approximately 1,500
positions  worldwide.  The primary employee groups  affected
include    manufacturing   and   corporate    administrative
personnel.   As  of  December 31,  1998,  approximately  $51
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
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  include  $25  million  for   personnel
reductions; $41 million for the divestiture of non-strategic
businesses  and facilities, of which $13 million  represents
exit  cost  liabilities, primarily for leased warehouse  and
office  facilities to be vacated, and $28 million represents
non-cash  asset  revaluations;  and  $2  million  for  other
actions.  The  divestiture of non-strategic  businesses  and
facilities  includes  the closure  of  the  Candiac,  Quebec
manufacturing  facility  which was completed  in  the  first
quarter of 1998.

The  $25 million for personnel reductions during the  fourth
quarter  of 1997 represents severance costs associated  with
the  elimination  of  nearly 550  positions  worldwide.  The
primary  employee groups affected include manufacturing  and
corporate administrative personnel. As of December 31, 1998,
approximately $20 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  approximately $8 million has been charged against  exit
cost  liabilities.  No adjustments have  been  made  to  the
liability.





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

4. Restructuring of Operations and Other Actions (Continued)

The  components  of the $75 million of other actions  during
the  fourth quarter of 1997 and their classification on  the
Company's  1997  consolidated statement  of  income  are  as
follows: $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 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 has 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, 1998:

<TABLE>
<S>                                        <C>          <C>         <C>
(In millions of dollars)                 Beginning      Total       Ending
                                         Liability     Payments    Liability
Personnel Costs                            $ 115        $ (72)      $   43
Facility and Business Exit Costs              16          (10)           6
Other                                          2           (2)           -

Total                                      $ 133        $ (84)      $   49
</TABLE>

During  the  fourth quarter of 1996, the Company recorded  a
$43  million  pretax  charge  for  restructuring  and  other
actions  which  included the costs associated  with  a  work
force  realignment, a replacement of computer technology  as
well  as  asset  valuations and expenses related  to  exited
businesses.  The $43 million pretax charge was comprised  of
a  $38  million  restructure charge and a $5 million  charge
related  to  an  exited  business.  The  components  of  the
restructure  charge  included  $20  million  for   personnel
reductions,  $8  million  in  computer  technology  and  $10
million for asset valuations and exited businesses. The  $20
million for personnel reductions represented severance costs
associated  with  the  elimination of nearly  400  positions
worldwide.   The   primary  employee  group   affected   was
manufacturing personnel.  At December 31, 1998, there is  no
remaining balance in the reserve.

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.




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

5.         Acquisitions and Divestitures of Business

Acquisitions
   
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), the assets  of
which were included in assets held for sale on the Company's
consolidated balance sheet at December 31, 1997.  During the
first   quarter  of  1998,  the  Company  sold   Pabco   for
approximately $37 million, of which $31 million was received
in  cash  and $6 million as a note receivable.  The  Company
collected the entire $6 million note receivable during 1998.

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. Additionally,  during
1997,  the Company issued 178,218 shares of its common stock
as a final adjustment to certain of its 1995 acquisitions.

During  1996  the Company also made several acquisitions  in
the  Building Materials segment in the United States, Canada
and  Europe.  The 1996 acquisitions exchanged 472,250 shares
of the Company's common stock and $69 million in cash.

The incremental sales from the acquisitions, in the year  of
acquisition, were $534 million and $47 million for the years
ended  December  31,  1997 and 1996, respectively.  The  pro
forma  effect of the 1997 and 1996 acquisitions, except  for
the  acquisitions  of  Fibreboard  and  AmeriMark,  was  not
material to net income for the year ended December 31,  1997
or 1996.

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.  The 1996 acquisitions included  goodwill
of $32 million.





<PAGE>                      -59-
                                                            
               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 years ended December  31,  1997  and
1996,  assuming the acquisitions of Fibreboard and AmeriMark
occurred  at the beginning of each 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  periods presented. The pro forma results do not include
operations that were discontinued by Fibreboard prior to the
acquisition, or Pabco.
<TABLE>
<S>                                        <C>       <C>
                                               Year  Ended
                                               December 31,
                                               1997    1996
                                          (In millions of dollars,
                                             except share data)

Net sales                                   $ 5,041  $ 4,932
Income (loss) from continuing operations         46     (301)
Diluted earnings per share from
 continuing operations                      $   .86  $ (5.86)
</TABLE>

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  joint
venture 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 in the yarns joint venture and the receipt  of  the
distribution from the joint venture, the Company recorded  a
pretax gain of $295 million, net of its commitment under the
agreement referred to above.

The consolidated balance sheet of the Company as of December
31,  1998 reflects the third quarter 1998 disposition of the
Company's yarns business.  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
years  ended December 31, 1997 and 1996, the yarns  business
recorded  sales of approximately $205 million, $277 million,
and  $275  million, respectively, and income from operations
of  approximately $57 million, $80 million, and $80 million,
respectively.  Effective September  30,  1998,  the  Company
accounts  for  its  ownership interest in  the  yarns  joint
venture under the equity method.





<PAGE>                      -60-
                                                            
               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.

During 1996, the Company sold its ownership interest in  its
Japanese  affiliate Asahi Fiber Glass Co. Ltd., and recorded
a pretax gain of $37 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 (EITF), 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,  LLC  ("OC  Capital"),  a
Delaware  limited  liability  company,  all  of  the  common
limited  liability  company interests  in  which  are  owned
indirectly by the Company, completed a private offering of 4
million  shares  of  Convertible  Monthly  Income  Preferred
Securities ("Preferred Securities").  The aggregate purchase
price  for  the  offering was $200 million.  In  conjunction
with  the  offering,  the  Company incurred  $6  million  in
issuance costs.

The  Preferred Securities are guaranteed in certain respects
by  the  Company and are convertible, at the option  of  the
holders,  into  Company common stock at the rate  of  1.1416
shares  of Company common stock for each Preferred  Security
(equivalent  to  a  conversion price of  $43.80  per  common
share).   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, 1998, 1997 and 1996.

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.





<PAGE>                      -61-
                                                            
               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).   Each
Hybrid Security represented (i) beneficial ownership by  the
holder  of one 7% Trust Preferred Security ("Trust Preferred
Security")   of  Owens  Corning  Capital  III,  a   Delaware
statutory  business  trust all of the common  securities  of
which  are  owned  by  the Company (the "Trust"),  having  a
liquidation   amount  of  $50,  providing   for   cumulative
distributions  at the rate of 7% per annum through  November
15,  2000 and at a reset rate thereafter, and guaranteed  in
certain respects by the Company, and (ii) the obligation  of
the  holder  under  a  contract with  the  Company  for  the
purchase  on  November 16, 2000, at a price  of  $50,  of  a
number of shares of the Company's common stock as determined
by  a formula based on the market price of common stock. The
aggregate  number  of  shares issuable  under  such  formula
ranged  from 6.2 million to 8.5 million. The Company  issued
$319  million of 7% Debentures due November 15, 2002 to  the
Trust,  which  represented the sole asset of the  Trust,  in
exchange  for the Trust Preferred Securities and the  common
securities of the Trust.

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.

Effective January 1, 1998, the Company adopted Statement  of
Financial   Accounting   Standards  No.   132,   "Employers'
Disclosures   about   Pensions  and   Other   Postretirement
Benefits"  (SFAS  132).  In accordance with  SFAS  132,  the
following tables provide a reconciliation of the changes  in
the  accumulated postretirement benefits obligation and  the
accrued  benefits  cost liability at October  31,  1998  and
1997,  as  reflected on the consolidated  balance  sheet  at
December 31, 1998 and 1997:




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

9.  Postemployment and Postretirement Benefits Other Than Pensions (Continued)
<TABLE>
<S>                                                <C>        <C>
                                                      1998      1997
                                                (In millions of dollars)
Change in Accumulated Postretirement Benefit 
  Obligation
Benefits obligation at beginning of period         $   328    $  277
Service cost                                             9         7
Interest cost                                           23        20
Amendments                                              (2)        -
Impact of curtailment                                  (12)        -
Actuarial (gain) loss                                   18        37
Acquisitions                                             -         7
Benefits paid                                          (21)      (20)
Benefits obligation at end of period               $   343    $  328
  
Funded status                                      $  (343)   $ (328)
Unrecognized net actuarial (gain) loss                  37        30
Unrecognized prior service cost                        (11)      (32)
Benefit  payments  subsequent to valuation  date         3         4
Accrued benefit cost (includes current
 liabilities of $21 million and $24 million in
 1998 and 1997, respectively)                      $  (314)   $ (326)

Weighted-average assumptions as of December 31        1998      1997
Discount rate                                          7.0%     7.25%
</TABLE>

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

<TABLE>
<S>                                               <C>      <C>     <C>
Components of net periodic benefit cost           1998     1997    1996
                                                 (In millions of dollars)
Service cost                                      $  9     $  7    $  8
Interest cost                                       23       20      19
Amortization of prior service cost                 (20)     (20)    (20)
Curtailment (gain) loss                             (3)       -       -
Net periodic benefit cost                         $  9     $  7    $  7
</TABLE>

For  measurement purposes, a 7% annual rate of  increase  in
the  per  capita  cost  of covered health  care  claims  was
assumed  for 1999.  The rate was assumed to decrease  to  6%
for  2000  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, 1998 and 1997:




<PAGE>                      -63-
                                                            
               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>
                                        1998                     1997
                                  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)         $    3    $   (3)
Effect on accumulated 
  postretirement benefit 
  obligation                          31       (27)             25       (24)
</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, 1998 and 1997, as reflected on the balance sheet
at  December  31,  1998 and 1997  was $36  million  and  $37
million, respectively, including current liabilities  of  $3
million    and   $4   million,   respectively.    The    net
postemployment benefits expense was $2 million in 1998, less
than $1 million in 1997, and $2 million in 1996.

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.

Effective January 1, 1998, the Company adopted Statement  of
Financial   Accounting   Standards  No.   132,   "Employers'
Disclosures   about   Pensions  and   Other   Postretirement
Benefits"  (SFAS  132).  In accordance with  SFAS  132,  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, 1998 and 1997, as reflected on the consolidated
balance sheet at December 31, 1998 and 1997:





<PAGE>                      -64-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
10.  Pension Plans (Continued)
<TABLE>
<S>                                                      <C>       <C>
Change in Projected Pension Benefit Obligation             1998     1997
                                                     (In millions of dollars)
Benefit obligation at beginning of period                 $  997   $  841
Service cost                                                  19       15
Interest cost                                                 69       64
Amendments                                                     2        -
Impact of curtailment                                         (7)     (10)
Impact of foreign currency translation                        (7)       4
Actuarial (gain) loss                                         70       81
Acquisitions                                                   -       89
Employee contributions                                         3        3
Benefits paid                                               (171)     (90)
Benefit obligation at end of period                       $  975    $ 997
</TABLE>

Benefits  paid  during  1998  reflect  the  impact  of   the
Company's  restructuring program and  the  sale  of  certain
businesses.  (Notes 4 and 5)

<TABLE>
<S>                                                       <C>        <C>       
Change in Pension Plan Assets                                1998     1997
                                                       (In  millions of dollars)
Fair value of plan assets at beginning of period          $ 1,059    $  860
Actual return on plan assets                                   74       179
Impact of foreign currency translation                         (9)        4
Acquisitions                                                    -        96
Employer contributions                                          4         2
Employee contributions                                          3         2
Settlement                                                     (5)        -
Benefits paid                                                (165)      (84)
Fair value of plan assets at end of period                 $  961    $1,059

Funded status                                              $  (14)   $   62
Unrecognized net transition (asset) obligation                (31)      (38)
Unrecognized net actuarial (gain) loss                         77        16
Unrecognized prior service cost                               (32)   $  (48)
Prepaid (accrued) benefit cost                             $    -    $   (8)

Amounts Recognized in the Consolidated Balance Sheet          1998     1997
Prepaid benefit cost (includes noncurrent assets only)     $    53   $   53
Accrued benefit liability (includes current liabilities of
 less than $1 million in 1998 and 1997)                        (56)     (65)
Accumulated other comprehensive income                           3        4

Net Amount Recognized                                      $     -   $   (8)
</TABLE>




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

10.  Pension Plans (Continued)

<TABLE>
<S>                                                       <C>      <C>
Weighted-average assumptions as of December 31            1998     1997

Discount rate                                             7.00%    7.25%
Expected return on plan assets                            9.00%    9.00%
Rate of compensation increase                             5.50%    5.00%
</TABLE>

The  following table presents the components of net periodic
pension cost during 1998 and 1997:
<TABLE>
<S>                                               <C>      <C>    <C>
Components of Net Periodic Pension Cost           1998     1997    1996
                                                (In millions of dollars)
Service cost                                      $ 19     $ 15   $  14
Interest cost                                       69       64      62
Expected return on plan assets                     (83)     (84)    (82)
Amortization of transition amount                   (5)      (5)     (5)
Amortization of prior service cost                  (7)      (7)     (7)
Amortization of net actuarial (gain) loss            4       11      13
Curtailment (gain) loss                              1        2       -
Net periodic benefit cost                          $(2)     $(4)   $ (5)
</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  $744 million and $707 million, respectively,  at
October  31,  1998,  and  $787  million  and  $769  million,
respectively, at October 31, 1997.

Certain  of  the Company's pension plans are unfunded.   The
portion   of   the   total  projected   benefit   obligation
attributable to unfunded plans is approximately $13  million
and $14 million at October 31, 1998 and 1997, 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
1998, $13 million in 1997, and $10 million in 1996.




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

11.  Income Taxes
<TABLE>
<S>                                      <C>      <C>    <C>   
                                          1998    1997    1996
                                       (In millions of dollars)
Income (loss) before provision
 (credit) for income taxes:

  U.S.                                   $(897)   $ 151   $ (609)
  Foreign                                  (67)     (80)      41
  Total                                  $(964)   $  71   $ (568)
Provision (credit) for income taxes:

 Current
  U.S.                                    $(86)   $(123)  $  (31)
  State and local                            -        1       (6)
  Foreign                                    5       21       12
   Total current                           (81)    (101)     (25)
 Deferred
  U.S.                                    (203)     151     (211)
  State and local                          (20)      (3)     (48)
  Foreign                                   (2)     (38)       1
   Total deferred                         (225)     110     (258)

   Total provision (credit) for
      income taxes                       $(306)   $   9    $(283)


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

                                          1998      1997     1996
U.S. federal statutory rate                (35)%      35%     (35)%
State and local income taxes                (1)        5       (6)
Adjustment of tax reserves due to
   favorable legislation                     -         -       (5)
Operating losses of foreign subsidiaries     3        24        -
Foreign tax credits                          -        (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)      (1)
Special tax election (a)                    (1)        -        -
Other                                        2        (3)      (3)

Effective tax rate                         (32)%      12%     (50)%
</TABLE>

(a) Represents a one-time tax benefit associated with Asia Pacific operations.




<PAGE>                     -67-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

11. Income Taxes (Continued)

As  of  December 31, 1998, the Company has not provided  for
withholding  or  U.S. federal income taxes on  approximately
$223  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  $16  million of deferred income  taxes  would
have been provided.

At  December  31, 1998, 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 $157 million. Tax benefits  of  $74
million  expire over the period from 1999 through 2013,  and
the remaining $83 million have an indefinite carryforward.

The  cumulative  temporary differences giving  rise  to  the
deferred tax assets and liabilities at December 31, 1998 and
1997 are as follows:
<TABLE>
<S>                           <C>          <C>         <C>          <C>
                                       1998                    1997
                                           Deferred                 Deferred
                               Deferred      Tax       Deferred        Tax
                              Tax Assets  Liabilities  Tax Assets  Liabilities
                                           (In millions of dollars)
 Asbestos litigation claims   $    844     $    -       $   455     $     -
 Other employee benefits           142          -           152           -
 Pension plans                      23         12            24          14
 Depreciation                        -        217             -         233
 Operating  loss  carryforwards    157          -           101           -
 State and local taxes               -         60             -          43
 Other                             237        155           190         110
  Subtotal                       1,403        444           922         400
 Valuation allowances              (58)         -           (34)          -
 Total deferred taxes          $ 1,345     $  444        $  888      $  400
</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  include  research   and
development  costs  of $57 million in 1998,  $69  million  in
1997,  and $78 million in 1996.  In addition to research  and
development  costs, science and technology  expenses  include
continuing  commercial  activities such  as  engineering  and
product modifications for special applications and testing in
1996.




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

13.  Accounts Receivable Securitization

In  1998,  1997 and 1996, 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 expires in December  1999.
At  December  31,  1998  and 1997,  $125  million  and  $100
million  have  been sold under this agreement, respectively,
and  the  sale has been reflected as a reduction of accounts
receivable in the Company's consolidated balance sheet.

In  1998  and  1997, the Company also sold certain  accounts
receivable  of certain European operations. At December  31,
1998  and 1997, $71 million and $33 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, $6 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, 1998, 1997, and 1996.

14.  Inventories

Inventories are summarized as follows:
<TABLE>
<S>                                            <C>        <C> 
                                                1998       1997
                                            (In millions of dollars)
  Finished goods                                $317       $363
  Materials and supplies                         176        214
  FIFO inventory                                 493        577

  Less:  Reduction to LIFO basis                 (56)       (74)

     Total inventory                            $437       $503
</TABLE>

Approximately  $271  million  and  $365  million   of   FIFO
inventories  were valued using the LIFO method  at  December
31, 1998 and 1997, respectively.





<PAGE>                      -69-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
15.                Investments in Affiliates

At  December  31,  1998 and 1997, 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
                                                     1998    1997
    Advanced Glassfiber Yarns, LLC.                   49%      -
    Alpha/Owens-Corning, LLC. (USA)                    -      50%
    Amiantit Fiberglass Industries, Ltd. 
      (Saudi Arabia)                                  30%     30%
    Arabian Fiberglass Insulation Company, Ltd. 
      (Saudi Arabia)                                  49%     49%
    Flowtite (Botswana) (Proprietary) Limited         49%     49%
  * Flowtite Iberica, S.A. (Spain)                   100%    100%
    LG Owens-Corning Corporation (Korea)              30%     30%
    OC Andercol Tuberias S.A. (Colombia)              50%     50%
    Owens-Corning (India) Limited                     49%     49%
    Owens Corning (Nanjing) (China)                   50%     51%
    Owens-Corning Yapi Merkezi Boru Sanayi 
      VeTicaret A.S.(Turkey)                          50%     50%
  * Owens-Corning Canos, S.A. (Argentina)            100%    100%
    Owens-Corning Eternit Rohre GmbH (Germany)        50%     50%
    Siam Fiberglass Co., Ltd. (Thailand)              17%     17%
    Vitro-Fibras, S.A. (Mexico)                       40%     40%
</TABLE>

*  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.

The    following   table   provides   summarized   financial
information  on  a  combined 100% basis  for  the  Company's
affiliates accounted for under the equity method:
<TABLE>
<S>                                          <C>       <C>      <C>            
                                              1998      1997     1996
                                              (In millions of dollars)
At December 31:

 Current assets                               $ 245     $ 227    $ 200
 Noncurrent assets                              684       289      259
 Current liabilities                            143       145      149
 Noncurrent liabilities                         585       287      168

For the year ended December 31:

 Net sales                                      540       535      516
 Gross margin                                   159       133      126
 Net income                                      30        21       36
</TABLE>

The   Company's  equity  in  undistributed  net  income   of
affiliates was $21 million at December 31, 1998.

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).





<PAGE>                      -70-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
16.Accounts Payable and Accrued Liabilities
<TABLE>
<S>                                                <C>         <C>
                                                     1998       1997
                                                 (In millions of dollars)

  Accounts payable                                 $  522      $ 436
  Payroll and vacation pay                             51         47
  Payroll, property, and miscellaneous taxes           47         27
  Other employee benefits liability (Note 9)           24         28
  Restructure costs (Note 4)                           35         44
  Other                                               263        232
                                                   $  942      $ 814
</TABLE>

17.  Consolidated Statement of Cash Flows

Cash payments for income taxes, net of refunds, and cost  of
borrowed funds are summarized as follows:
<TABLE>
     <S>                          <C>       <C>         <C>
                                   1998       1997       1996
                                    (In millions of dollars)

     Income taxes                 $ (80)     $ (6)      $ (25)
     Cost of borrowed funds          151       123         86
</TABLE>

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

During  the year ended December 31, 1998 and the six  months
ended   December  31,  1997,  gross  payments  for  asbestos
litigation    claims   filed   against    Fibreboard    were
approximately  $129 million and $126 million,  respectively,
all  of which was paid directly by Fibreboard's insurers  or
from the escrow account to claimants on Fibreboard's behalf.
During  the year ended December 31, 1998 and the six  months
ended   December   31,   1997,  Fibreboard   also   recorded
settlements    with   plaintiffs   for   amounts    totaling
approximately  $85  million and $132 million,  respectively.
Fibreboard  settlement  agreements  are  reflected  on   the
Company's consolidated balance sheet as an increase in  both
the   Fibreboard   asbestos  costs  to  be  reimbursed   and
Fibreboard  asbestos-related liabilities when the agreements
are reached.

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 $130 million in 1998, $124 million  in  1997,
and  $87 million in 1996.  At December 31, 1998, the minimum
future   rental  commitments  under  noncancellable   leases
payable over the remaining lives of the leases are:




<PAGE>                      -71-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
18. Leases (Continued)
<TABLE>
               <S>                    <C>
                                  Minimum Future
               Period           Rental Commitments
                             (In millions of dollars)

                1999                  $  82
                2000                     68
                2001                     54
                2002                     42
                2003                     36
                2004 through 2015       110
                                      $ 392
</TABLE>

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
two  percent and one percent, respectively, of common shares
outstanding  at the beginning of each calendar  year  to  be
awarded as stock options and restricted stock (with  25%  of
this  amount  as the maximum permitted number of  restricted
stock  awards). The Company may carry forward, independently
for  each  plan,  unused shares from  prior  years  and  may
increase  the  shares available for awards in  any  calendar
year  through  an  advance of up to 25%  of  the  subsequent
year's  allocation (determined by using 25% of  the  current
year's  allocation).  These shares are also subject  to  the
25%  limit  for restricted stock awards.  During  1998,  the
maximum number of shares available under the Plans for stock
awards  was 2,642,483 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  1998,  1997  and  1996,  respectively,
 1,747,472,  1,103,027  and  1,102,510  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 2004.  At December 31, 1998, the Company
 had   244,400   shares  of  restricted  stock  outstanding.
 During  1998,  1997  and 1996, 64,550,  77,250  and  78,510
 shares  of  restricted  stock were  granted,  respectively.
 The  weighted-average  grant-date  fair  value  for  shares
 granted  was $30.36, $44.66, and $42.67 for 1998, 1997  and
 1996, respectively.




<PAGE>                      -72-
                                                            
               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,  1998,  the  Company  had
 101,036  units  outstanding.  During 1998, 1997  and  1996,
 respectively, 46,600, 37,100 and 38,200 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,  1998,  the
 Company  had 153,897 phantom performance units outstanding.
 During  1998,  1997 and 1996, respectively, 65,750,  77,850
 and 79,600 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  1998 and 1997, respectively, 74,854 and 122,362  shares
 were issued to employees.
 
The Company also has a plan to award stock and stock options
to  nonemployee directors.  The receipt of the stock  awards
may   be  deferred  at  the  discretion  of  the  directors.
Approximately 345,500 shares were available under this  plan
at  December  31,  1998.  As of December  31,  1998,  18,500
deferred  awards were outstanding.  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.  In 1996, 30,000  options  and
4,000  stock awards were granted of which 1,000 were issued.
The   weighted-average  grant-date  fair  value  for  shares
granted  was  $40.72, $39.13 and $39.63 for 1998,  1997  and
1996, respectively.





<PAGE>                      -73-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
19.  Stock Compensation Plans (Continued)

Under  a  prior  plan, the Company had 5,417 deferred  stock
awards  outstanding  at December 31, 1996.  No  awards  were
outstanding  under this plan at December 31, 1998  or  1997.
Under the terms of this plan, no further awards may be made.

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, $12 million and $17 million in 1998, 1997 and 1996,
respectively.

A  summary  of the status of the Company's plans that  issue
options  as of December 31, 1998, 1997, and 1996 and changes
during the years ending on those dates is presented below:

<TABLE>
<S>                  <C>        <C>       <C>        <C>       <C>       <C> 
                            1998                 1997                 1996
                               Weighted              Weighted           Weighted
                      Number    Average    Number     Average  Number    Average
                        of     Exercise      of      Exercise    of     Exercise
                      Shares    Price      Shares      Price   Shares     Price

Beginning of year    5,126,158   $ 38.15  4,894,439  $ 35.59  3,943,110  $ 33.34

Options granted      1,747,472   $ 32.17  1,113,027  $ 44.80  1,132,510  $ 42.92

Options exercised     (495,797)  $ 32.74   (724,661) $ 30.29   (142,232) $ 30.60

Options canceled      (281,865)  $ 41.62   (156,647) $ 41.63    (38,949) $ 41.01

End of year          6,095,968   $ 36.72  5,126,158  $ 38.15  4,894,439  $ 35.59

Exercisable          3,568,291   $ 36.60  3,047,126  $ 34.78  2,872,156  $ 32.66

Weighted-average
fair-value of options
granted during the
year                             $ 10.96             $ 14.29             $ 12.50
</TABLE>





<PAGE>                      -74-
                                                            
               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, 1998:
<TABLE>
<S>               <C>              <C>          <C>        <C>             <C> 
                 Options Outstanding         Options Exercisable
                   Number             Weighted-Average      Number        Weighted
   Range of      Outstanding     Remaining      Exercise  Exercisable      Average
Exercise Prices  at 12/31/98  Contractual Life   Price    at 12/31/98  Exercise Price

$17.860 - 26.750     617,395        5.62         $ 25.98     326,329       $ 23.79
$26.875 - 31.562   1,072,149        6.82         $ 29.07     443,149       $ 29.99
$32.125 - 37.500   1,296,632        5.60         $ 35.17   1,274,299       $ 35.15
$37.562 - 41.875   1,662,443        6.95         $ 39.90     904,788       $ 40.99
$42.125 - 47.000   1,447,349        7.24         $ 44.70     619,726       $ 44.63
</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:
<TABLE>
 <S>                            <C>        <C>         <C>  
     Assumptions                 1998       1997        1996

  Risk-free interest rate        5.46%      6.31%       6.04%
  Expected life (in years)          5          5           5
  Expected volatility           29.89%     24.64%      24.39%
  Expected dividends              .69%       .82%       1.43%
</TABLE>

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:
<TABLE>
 <S>                    <C>             <C>          <C>     <C>  
                                           1998      1997      1996
                                          (In  millions of  dollars,
                                              except share data)

 Net income (loss)       As reported    $  (705)     $ 47    $ (284)
                         Pro forma      $  (714)     $ 40    $ (288)

 Basic net income        As reported    $(13.16)     $.89    $(5.54)
   (loss) per share      Pro forma      $(13.33)     $.76    $(5.61)

 Diluted net income      As reported    $(13.16)     $.88    $(5.54)
   (loss) per share      Pro forma      $(13.33)     $.75    $(5.61)
</TABLE>

The  Company cautions that the pro forma results in 1996 and
1997,   the  initial  years  following  adoption   of   this
disclosure,  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.




<PAGE>                      -75-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
19.  Stock Compensation Plans (Continued)
<TABLE>
<S>                                                   <C>        <C>     <C>  
                                                          1998     1997     1996
                                                      (In  millions of  dollars,
                                                          except share data)

Net income (loss) used for basic earnings per share    $ (705)   $   47   $ (284)

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

Net income (loss) used for diluted earnings per share  $ (705)   $   47   $ (284)

Weighted average number of shares outstanding
  used for basic earnings per share (thousands)        53,579    52,860   51,349

  Deferred awards and stock options                         -       686        -

  Shares from assumed conversion of
     preferred securities                                   -         -        -

Weighted average number of shares outstanding and
  common equivalent shares used for diluted earnings
   per share (thousands)                               53,579    53,546   51,349
</TABLE>

Diluted  shares  outstanding for all periods presented  above  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.  Except for the year ended December  31,  1997,
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

Each  outstanding  share  of the Company's  common  stock  includes  a
preferred share purchase right. Each right entitles the holder to  buy
from   the   Company  one  one-hundredth  of  a  share  of  Series   A
Participating Preferred Stock of the Company at a price of $190.   The
Board  of  Directors has 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.

Rights  become  exercisable  and detach  from  the  common  stock  ten
business days after a person or group acquires, or announces a  tender
offer  for, 15% or more of the Company's outstanding shares of  common
stock.   The  rights  expire  on December 30,  2006,  unless  redeemed
earlier  by  the Company. The rights are redeemable by the Company  at
one  cent  each at any time prior to public announcement or notice  to
the  Company  that an acquiring person or group has purchased  15%  or
more  of  the  Company's  outstanding common  stock  (an  "Acquisition
Event").   At  any time after an Acquisition Event and  prior  to  the
acquisition  by such person or group of 50% or more of  the  Company's
outstanding  common  stock, the Board of Directors  may  exchange  one
share  of  common stock for each right outstanding, other than  rights
held  by  the  acquiring  person or  group.   At  any  time  after  an
Acquisition Event and the rights become exercisable, each right, other
than  rights held by the acquiring person or group, would entitle  its
holder  to  buy common stock of the Company having a market  value  of
twice  the  exercise  price  of  the right  (or,  if  the  Company  is
subsequently acquired in a merger or other business combination,  such
shares  of  the  acquiring or surviving company).   Until  the  rights
detach from the common stock (or the earlier termination or redemption
of the rights), an additional right will be issued with every share of
newly issued common stock.




<PAGE>                      -76-
                                                            
               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.
<TABLE>
  <S>                                      <C>         <C>     
                                   Notional Amount     Notional Amount
                                  December 31, 1998   December 31, 1997
                                        (In millions of dollars)
  Forward currency exchange
   contracts                                $303        $ 154
  Combined interest rate currency swaps      190          190
  Options purchased                           10           35
  Currency swaps                             215          215
  Interest rate swaps                         33          550
</TABLE>

The  Company  enters into forward currency exchange contracts  to
manage  its  exposure  against foreign currency  fluctuations  on
certain assets and liabilities denominated in foreign currencies.
As  of  December  31, 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.  As of December  31,  1997,  the
Company  had 32 forward currency exchange contracts which matured
in 1998 and exchanged 1.4 billion Belgian francs, 36 million U.S.
dollars,  11  million British pounds, 105 million French  francs,
198 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 of certain Japanese subsidiaries.  The
four  forward currency exchange contracts, which mature in  1999,
exchange   approximately  1.356  billion  Japanese  yen   against
approximately 10 million U.S. dollars.  At December 31, 1998, the
deferred losses on these forward currency exchange contracts were
approximately $2 million.





<PAGE>                      -77-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
21.  Derivative  Financial  Instruments  and  Fair  Value   of
     Financial Instruments (Continued)

During  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
contract, which matures in 1999, exchanges approximately 158
million  Chinese renminbi against approximately  19  million
U.S. dollars.

During  1997,  the  Company entered  into  forward  currency
exchange  contracts  to  reduce  its  exposure  to  currency
fluctuations  on the anticipated 1998 net sales  of  certain
Canadian  subsidiaries. The seven forward currency  exchange
contracts,  which  matured  in 1998,  exchanged  10  million
Canadian  dollars  against  7  million  U.S.  dollars.    At
December  31,  1997, the deferred losses  on  these  forward
currency  exchange  contracts  were  not  material  to   the
consolidated financial statements.

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
maturing  in  1999 to manage this exposure. These  contracts
exchange  921  million  Belgian francs,  50  million  French
francs,  17  million  Dutch guilders  and  50  million  U.S.
dollars.  Gains and losses on the currency swap portions  of
these  contracts are included in stockholders' equity.   The
differential interest to be paid or received on the interest
rate  swap portion of these contracts is accrued as interest
rates  change  and  is recognized over  the  life  of  these
agreements.   At December 31, 1998 and 1997, deferred  gains
of $6 million and $10 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,  1998  and 1997, $2 million  and  $3  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%.




<PAGE>                        -78-
                                                                
                 OWENS CORNING AND SUBSIDIARIES
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Continued)
                                
21.Derivative Financial Instruments and Fair Value of  Financial
Instruments (Continued)

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.

As  of December 31, 1998, the Company has an interest rate  swap
to  convert  $33  million in equipment  lease  payments  from  a
floating  LIBOR  to a fixed rate of 5.52%.  As of  December  31,
1997,  the  Company  had an interest rate swap  to  convert  $50
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,  1998  and
1997, this amount was not material to the consolidated financial
statements.

Other Financial Instruments with Off-Balance-Sheet Risk

As  of  December 31, 1998 and 1997, the Company is  contingently
liable   for   guarantees  of  indebtedness  owed   by   certain
unconsolidated  affiliates  of $116  million  and  $84  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, 1998 and 1997, 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.
    
    Long-term notes receivable
    
    The  fair value has been estimated using the expected future
    cash flows discounted at market interest rates.




<PAGE>                       -79-
                                                               
                OWENS CORNING AND SUBSIDIARIES
                               
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (Continued)
                               
21.Derivative Financial Instruments and Fair Value of Financial
Instruments (Continued)

    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, 1998 and 1997, which  have  fair
values different than their carrying amounts, are as follows:
<TABLE>
  <S>                           <C>        <C>           <C>      <C>
                                       1998                    1997
                               Carrying     Fair        Carrying   Fair
                                Amount     Value        Amount     Value
                                      (In millions of dollars)
Assets:

  Long-term notes receivable    $  20      $  17         $  18    $    17

Liabilities:

  Long-term debt                 1,535     1,561         1,595      1,659

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

 Foreign currency swaps              -        32             -         21
 Interest rate swaps                 -         -             -         (9)
 Combined interest rate
      currency swaps                 -        13             -         13
 Options                             -         -             -          2
 Forward currency exchange contracts -        (1)            -          -
</TABLE>





<PAGE>                      -80-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

As   of   December  31,  1998  and  1997,  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.

SFAS  133 is effective for fiscal years beginning after June
15,  1999, but earlier adoption is allowed. The Company  has
not  yet quantified the impact of adopting SFAS 133 and  has
not determined the timing of or the method of adoption.  The
Company  is  aware, however, that the adoption of  SFAS  133
could    increase   volatility   in   earnings   and   other
comprehensive income.








<PAGE>                      -81-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

22.         Contingent Liabilities

ASBESTOS LIABILITIES

ITEM A. OWENS CORNING (EXCLUDING FIBREBOARD)

Owens   Corning   is  a  co-defendant  with   other   former
manufacturers,  distributors  and  installers  of   products
containing  asbestos  and  with  miners  and  suppliers   of
asbestos fibers in personal injury litigation.  The personal
injury  claimants generally allege injuries to their  health
caused by inhalation of asbestos fibers from Owens Corning's
products.   Most of the claimants seek punitive  damages  as
well as compensatory damages.  Virtually all of the asbestos-
related  lawsuits  against Owens Corning arise  out  of  its
manufacture,  distribution,  sale  or  installation  of   an
asbestos-containing  calcium  silicate,   high   temperature
insulation   product,   the   manufacture   of   which   was
discontinued in 1972.

National Settlement Program

As  of  September  30, 1998, approximately 196,300  asbestos
personal  injury claims were pending against Owens  Corning.
On  December  15, 1998, Owens Corning announced  a  National
Settlement  Program  (NSP) under  which  more  than  176,000
asbestos  claims against the Company and more  than  100,000
claims against Fibreboard will be resolved. The program also
establishes  procedures  and fixed  payments  for  resolving
future claims brought by participating plaintiffs' law firms
without  litigation for at least 10 years. Average  payments
per  claim  under  the NSP are expected to be  substantially
lower  than  those experienced by Owens Corning   in  recent
years.

The  Company 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, and to 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")  providing
for  the  resolution  of claims pending against  both  Owens
Corning  and  Fibreboard for a settlement amount  negotiated
with each participating firm.  Settlement amounts vary based
on  a number of factors, including the type and severity  of
disease.  Settlement payments aggregating approximately $1.2
billion for cases pending against Owens Corning will be made
over  a  period  of  up to five years,  with  most  payments
occurring in 1999 and 2000.  Such payments will be made from
the  Company's  available cash and  credit  resources.   All
payments  will  be  subject to satisfactory  evidence  of  a
qualifying medical condition, delivery of customary releases
by  each  claimant and other conditions.  The NSP Agreements
allow  claimants to receive prompt payment without incurring
the  significant  delays  and uncertainties  of  litigation.
Claimants  settling  non-malignancy  claims  may   also   be
entitled  to seek additional compensation if they develop  a
more  severe  asbestos-related  medical  condition  in   the
future.




<PAGE>                      -82-
                                                            
                  OWENS CORNING AND SUBSIDIARIES
                              
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

22.  CONTINGENT LIABILITIES (Continued)

Under each NSP Agreement, the participating firm also agrees
(consistent with applicable legal requirements)  to  resolve
any  future  asbestos personal injury claims  against  Owens
Corning  or  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   and   other
requirements  are  met, and the amount of any  such  payment
will  be  a  specified cash settlement value  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
for  both  pending  and future claims  will  be  managed  by
Integrex,  a  wholly-owned  Owens  Corning  subsidiary  that
specializes in claims processing.

It  is  anticipated  that payments for a limited  number  of
future  "exigent"  claims  (principally  malignancy  claims)
under   the   administrative  processing  arrangement   will
generally  begin  in 2001 while payments  for  other  future
claims will begin in 2003.  Payments for claims in 2003  and
later  years  under  the  NSP will  be  subject  to  certain
conditions designed to increase the predictability of annual
cash  outflows  for asbestos payments.  The  NSP  Agreements
have  a  term  of at least 10 years and may be  extended  by
mutual agreement of the parties.

Each  NSP  Agreement  will  terminate  automatically  as  to
Fibreboard if the Global Settlement discussed below receives
final   court   approval.   Under  the  Global   Settlement,
Fibreboard would be protected by an injunction from asbestos
personal  injury claims and should have no further uninsured
liabilities  for pending or future asbestos personal  injury
claims.   If  the  Global Settlement  receives  final  court
approval,  the  NSP Agreements would remain in  effect  with
regard  to  Owens  Corning, whose share of the  total  costs
under  the  agreements would remain substantially unchanged.
If the Global Settlement does not receive such approval, the
Insurance  Settlement  will  become  effective.   Under  the
Insurance   Settlement  (which  has  received  final   court
approval)   Fibreboard  will  have  access  to   assets   of
approximately  $2.0 billion, to be used to  resolve  pending
and  future  Fibreboard claims.  The Global Settlement,  the
Insurance  Settlement and the terms of  the  NSP  Agreements
relating  to Fibreboard  are discussed in greater detail  in
Item  B  below. Each of Owens Corning and Fibreboard  retain
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.

Owens Corning's total indemnity and defense payments (before
application  of insurance recoveries) for asbestos  personal
injury claims were $300 million in 1997 and $455 million  in
1998.   The  increase in indemnity and defense  payments  in
1998  from  the $365 million previously estimated  for  such
period   results  principally  from  the   fact   that,   in
conjunction with the NSP negotiations in the fourth  quarter
of  1998,  Owens Corning was able to achieve settlements  on
favorable terms of certain appeals and other pending  claims
earlier than anticipated.




<PAGE>                      -83-
                                                            
                  OWENS CORNING AND SUBSIDIARIES
                              
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

22.  CONTINGENT LIABILITIES (Continued)

Tobacco

Owens Corning believes that it has spent significant amounts
to  resolve claims of asbestos claimants whose injuries were
caused or contributed to by cigarette smoking, and that  the
major  tobacco  companies should be  required  to  reimburse
asbestos  defendants, in whole or in part, for past payments
made  to  asbestos  claimants who were  also  smokers.   The
Company  is pursuing this objective through both legislative
lobbying  efforts  and litigation. As widely  reported,  the
United  States  Senate did consider legislation  during  the
first  half of 1998 which would have included provisions  in
the  proposed national tobacco settlement to compensate past
and future asbestos plaintiffs who also suffer from smoking-
related  illnesses. Because the present  prospects  for  any
such  legislation are uncertain, the Company  is  increasing
its litigation efforts against the tobacco companies.

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
leading tobacco companies and several other tobacco industry
defendants.   The court has set a February 2000  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 major tobacco companies.
In  both  cases, Owens Corning and Fibreboard seek  monetary
recovery  for, among other things, a portion of the payments
made  to  persons who brought asbestos claims and were  also
smokers.

PFT Litigation

As  previously reported, in 1996 Owens Corning filed suit in
federal  court in New Orleans, Louisiana against the  owners
and   operators   of  certain  pulmonary  function   testing
laboratories in the southeastern United States alleging that
many   pulmonary  function  tests  ("PFTs")  used  in   mass
screening   programs   were  improperly   administered   and
manipulated   by   the  testing  laboratory   or   otherwise
inconsistent with proper medical practice.  This  matter  is
now  in active pre-trial discovery and a 1999 trial date  is
expected.   In January 1997, Owens Corning filed  a  similar
suit  in  federal court in Jackson, Mississippi against  the
owner of an additional testing laboratory.  This suit is  in
the  discovery  phase.   The  Company  believes  that  these
lawsuits  have  been helpful in raising  the  standards  for
medical  screening of asbestos claims and in developing  the
medical  criteria for settlement values included in the  NSP
Agreements.





<PAGE>                        -84-
                                                            
                  OWENS CORNING AND SUBSIDIARIES
                              
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

22.  CONTINGENT LIABILITIES (Continued)

Insurance

As  of  December  31, 1998, Owens Corning had  approximately
$185  million  in  unexhausted insurance  coverage  (net  of
deductibles   and  self-insured  retentions  and   excluding
coverage  issued by insolvent carriers) under its  liability
insurance  policies applicable to asbestos  personal  injury
claims.  This  insurance, which is substantially  confirmed,
includes both products hazard coverage and primary level non-
products  coverage.   Portions  of  this  coverage  are  not
available  until 2000 and beyond under agreements  with  the
carriers  confirming such coverage.  All of Owens  Corning's
liability  insurance policies cover indemnity  payments  and
defense fees and expenses subject to policy limits.

In  addition  to  its  confirmed primary level  non-products
insurance,  Owens  Corning  has  a  significant  amount   of
unconfirmed  potential  non-products  coverage  with  excess
level  carriers.  For purposes of calculating the amount  of
insurance applicable to asbestos liabilities, Owens  Corning
has  estimated  its probable recoveries in respect  of  this
additional  non-products coverage  at  $225  million,  which
amount  was  recorded in 1996.  This coverage is unconfirmed
and  the  amount and timing of recoveries from these  excess
level  policies  will depend on subsequent  negotiations  or
proceedings.

Reserve

The Company'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.  The combined effect of the $1.1 billion charge and
the  $225 million probable additional non-products insurance
recovery was an $875 million charge in the second quarter of
1996.  Reflecting  the  substantial  new  information  about
pending  and  future claims gained in the  NSP  negotiations
with  plaintiffs' law firms and the recent  changes  in  the
legal  environment  referred to above, the  Company  in  the
fourth  quarter of 1998 increased its asbestos  reserves  by
$1.4  billion,  resulting  in an after-tax  charge  to  1998
earnings  of  $906  million.  Subject to  the  uncertainties
referred  to  below, Owens Corning currently estimates  that
its  liabilities in respect of indemnity and  defense  costs
associated  with  pending and unasserted  asbestos  personal
injury  claims, and its insurance recoveries in  respect  of
such claims, are as follows:




<PAGE>                      -85-
                                                            
                  OWENS CORNING AND SUBSIDIARIES
                              
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

22.  CONTINGENT LIABILITIES (Continued)

ITEM A.   OWENS CORNING (EXCLUDING FIBREBOARD)
<TABLE>
<S>                                             <C>          <C>
                                             December 31,  December 31,
                                                 1998          1997
                                              (In millions of dollars)
Reserve for asbestos litigation claims

Current                                         $  850       $  350
Other                                            1,780        1,320
   Total Reserve                                $2,630       $1,670

Insurance for asbestos litigation claims

Current                                         $  150       $  100
Other                                              260          357
   Total Insurance                              $  410       $  457
Net Owens Corning Asbestos Liability            $2,220       $1,213
</TABLE>
Owens Corning believes that the NSP will improve its ability
to  estimate the timing and amount of indemnity payments and
defense  costs for both pending and future asbestos personal
injury claims.  Nevertheless, the Company cautions that  its
estimate of its liabilities for such claims is influenced by
numerous  variables that are difficult to predict  and  that
such  estimate  therefore  remains subject  to  uncertainty.
Such  variables include the number of claims  filed  in  the
future  and the severity of disease involved in such claims;
whether  or not such claims are covered by an NSP Agreement;
the  extent,  if  any,  to  which  an  individual  plaintiff
exercises  its  right to opt out of an NSP Agreement  and/or
utilize other counsel that is not a participant in the  NSP;
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;   and  Owens  Corning's   success   in
controlling the costs of resolving claims outside the NSP.

Management Opinion

Although any opinion is necessarily judgmental and  must  be
based  on  information now known to Owens  Corning,  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 the Company to meet its obligations,
to  reinvest  in  its businesses, or to  pursue  its  growth
agenda.





<PAGE>                      -86-
                                                            
                  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  a
defendant  in many thousands of personal injury  claims  for
injuries allegedly caused by asbestos exposure.

Status

As  of  September  30, 1998, approximately 128,000  asbestos
personal  injury  claims  were pending  against  Fibreboard.
These claims and most of the pending claims are made against
the  Fibreboard Global Settlement Trust and are  subject  to
the Global Settlement injunction discussed below.

Fibreboard  is a participant in the NSP and is  a  party  to
most  of  the  NSP  Agreements  discussed  in  Item  A.   As
discussed  above, if the Global Settlement is overturned  by
the   U.S.   Supreme  Court  and  the  Insurance  Settlement
therefore becomes effective, Fibreboard anticipates that  in
excess  of  100,000 asbestos personal injury claims  pending
against  it  will  be  resolved under the  NSP.   Settlement
payments for such claims will be made over a period of  five
years, with most payments occurring in 1999 and 2000.   Such
payments will be made from the approximately $2.0 billion in
funds  available under the Insurance Settlement.  Fibreboard
expects that average per-claim settlement payments for  both
pending  and future claims will be substantially lower  than
those experienced by Fibreboard during the 1996-1998 period.

Global Settlement

During 1993, Fibreboard, its insurers and representatives of
a  class  of  future  asbestos plaintiffs  who  have  claims
arising from asbestos prior to August 27, 1993, entered into
the   Global   Settlement.  Under  the  Global   Settlement,
Fibreboard would be protected by an injunction from asbestos
personal  injury claims, and should have no further asbestos
personal  injury  liabilities. On July 26,  1996,  the  U.S.
Fifth   Circuit  Court  of  Appeals  affirmed   the   Global
Settlement by a majority decision.

The  parties opposing the Global Settlement filed  petitions
seeking  review with the U.S. Supreme Court.   On  June  27,
1997,  the  Supreme Court granted the petition, vacated  the
judgment  and  remanded the case to the  Fifth  Circuit  for
further  consideration  in  light  of  the  Supreme  Court's
decision  in  the  Amchem Products, Inc.  v.  Windsor  case.
Amchem   involved   a  proposed  nationwide   class   action
settlement of future asbestos personal injury claims against
the members of the Center for Claims Resolution. The Supreme
Court,   affirming   the   intermediate   appellate   court,
disapproved  and vacated the Amchem class action settlement,
determining that the Amchem class action failed to meet  the
class action certification  requirements of  Federal Rule of
Civil  Procedure 23.  On January 27, 1998, a  panel  of  the
Fifth  Circuit  reaffirmed,  by  majority  vote,  its  prior
decision, and again approved the Global Settlement. In June,
the United States Supreme Court granted certiorari, agreeing
to  review  the decision by the Fifth Circuit.  The  Supreme
Court heard oral argument on the case in December 1998,  and
a decision is expected in the second quarter of 1999.





<PAGE>                       -87-
                                                            
                  OWENS CORNING AND SUBSIDIARIES
                              
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

22.  CONTINGENT LIABILITIES (Continued)

ITEM B.  FIBREBOARD (EXCLUDING OWENS CORNING) (Continued)


If  the  Global Settlement becomes effective, all  asbestos-
related  personal injury liabilities of Fibreboard  will  be
resolved  through  insurance funds  and  existing  corporate
reserves and a permanent injunction would bar the filing  of
any  further  claims against Fibreboard or its  insurers  by
class  members.  Upon final approval, Fibreboard's  insurers
are  required  to pay existing settlements and  assume  full
responsibility for any claims filed before August 27,  1993,
the date the settling parties reached agreement on the terms
of   the   Global  Settlement.   A  court-supervised  claims
processing  trust ("Settlement Trust") will  be  responsible
for resolving claims which were not filed against Fibreboard
before  August 27, 1993, and any further claims  that  might
otherwise  be asserted against Fibreboard in the  future  by
members of the class.

The   Settlement   Trust  will  be  funded  principally   by
Fibreboard's   insurers,   Continental   Casualty    Company
("Continental")  and Pacific Indemnity Company  ("Pacific").
These  insurers placed $1.525 billion in an interest-bearing
escrow  account  pending court approval of the  settlements.
Fibreboard is responsible for contributing $10 million  plus
accrued interest toward the Settlement Trust, which it  will
obtain  from other remaining insurance sources and  existing
reserves.  The Home Insurance Company has already paid  $9.9
million into the escrow account on behalf of Fibreboard,  in
satisfaction of an earlier settlement agreement. The balance
of  the escrow account was $1.7 billion at December 31, 1998
after   payment  of  interim  expenses  and  exigent  claims
associated with the Global Settlement.

Insurance Settlement

In  1993,  Fibreboard, Continental and Pacific entered  into
the  Insurance  Settlement,  which  was  structured  as   an
alternative  solution  in the event  the  Global  Settlement
fails   to  receive  final  approval.  Under  the  Insurance
Settlement,  Continental  and  Pacific  will  pay  in   full
settlements reached as of August 27, 1993.  In addition they
will  provide Fibreboard with the remaining balance  of  the
Global  Settlement  escrow account for  claims  filed  after
August 27, 1993, plus an additional $475 million subject  to
certain  adjustments. Upon fulfillment of their  obligations
under the Insurance Settlement, Continental and Pacific will
be  discharged  from any further obligations  to  Fibreboard
under  their insurance policies and will be protected by  an
injunction  against any claims of asbestos  personal  injury
claimants  based  upon those insurance policies.  Under  the
Insurance Settlement, Fibreboard will manage the defense and
resolution  of asbestos-related personal injury  claims  and






<PAGE>                       -88-
                                                               
                   OWENS CORNING AND SUBSIDIARIES
                               
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (Continued)

22.  CONTINGENT LIABILITIES (Continued)

ITEM B.  FIBREBOARD (EXCLUDING OWENS CORNING) (Continued)

will  remain  subject  to  suit  by  asbestos  personal  injury
claimants.  On October 24, 1996, the statutory time period  for
objectors  to  seek further judicial review  of  the  Insurance
Settlement lapsed with no petition for review having been filed
with   the   U.S.  Supreme  Court.  Therefore,  the   Insurance
Settlement is now final and not subject to further appeal.

The  Insurance Settlement will not be fully funded  until  such
time as the Global Settlement has been finally resolved. In the
event  the Global Settlement is finally approved, the Insurance
Settlement will not be funded.

Management Opinion

While  there  are various uncertainties regarding  whether  the
Global  Settlement  or  the Insurance  Settlement  will  be  in
effect,  and these may ultimately impact Fibreboard's liability
for  asbestos personal injury claims, the Company believes  the
amounts  available  under  the  Insurance  Settlement  will  be
adequate  to  fund  the  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 the Company,  some  of  which
allege  substantial  damages.  Management  believes  that   the
outcome of these lawsuits and claims will not have a materially
adverse  effect on the Company's financial position or  results
of operations.





<PAGE>                       -89-
                                                               
                OWENS CORNING AND SUBSIDIARIES
                               
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (Continued)

23.Quarterly Financial Information (Unaudited)
<TABLE>
<S>                                 <C>       <C>        <C>       <C>
                                            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)
</TABLE>




<PAGE>                      -90-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

23.Quarterly Financial Information (Unaudited) (Continued)
<TABLE>
<S>                                      <C>        <C>       <C>     <C>   
                                                         Quarter
                                           First     Second     Third    Fourth
                                        (In millions of dollars, except share data)
1997

Net sales                                 $  875    $ 1,017    $ 1,238  $ 1,243

Cost of sales                                652        778        971    1,081

Gross margin                              $  223    $   239    $   267  $   162

Income (loss) before cumulative
  effect of accounting change                 42         63         59     (102)

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

Net income (loss)                         $   42    $    63    $    59   $ (117)

Net income (loss) per share:

   Basic net income (loss) per share
   Income (loss) before cumulative
      effect  of accounting change        $  .80    $  1.19    $  1.11   $(1.91)

   Cumulative effect of accounting
     change (Note 6)                           -          -          -     (.29)

   Net income (loss) per share             $ .80    $  1.19    $  1.11   $(2.20)

   Diluted net income (loss) per share
   Income (loss) before cumulative
      effect of accounting change          $ .76    $  1.11    $  1.05   $(1.91)

   Cumulative effect of accounting
     change (Note 6)                           -          -          -     (.29)

  Net income (loss) per share              $ .76    $  1.11    $  1.05   $(2.20)
</TABLE>

Net  income per share and basic and diluted weighted average
shares  are computed independently for each of the  quarters
presented.   Therefore, the sum of the quarterly net  income
per share may not equal the per share total for the year.





<PAGE>                      -91-
                                                            
           INDEX TO FINANCIAL STATEMENT SCHEDULES



Number    Description                                       Page

II        Valuation and Qualifying Accounts and Reserves -
           for the years ended December 31, 1998, 1997,
           and 1996...........................................92     
                              

                              
                              
                              
                              
<PAGE>                      -92-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                              
    FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

Column A                    Column B         Column C       Column D  Column E

                                                    Additions
                                            (1)        (2)
                            Balance at  Charged to  Charged           Balance
                            Beginning   Costs and  to  Other  Deduc-   at End
Classification              of Period   Expenses   Accounts   tions   of Period
                                            (In millions of dollars)
<TABLE>
<S>                             <C>        <C>       <C>      <C>      <C> 
                              
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

FOR THE YEAR ENDED
 DECEMBER 31, 1996:
 Allowance deducted from
  asset to which it applies -
   Doubtful Accounts             $ 19      $  3      $  -     $5(B)    $ 17
 Reserve to which it applies -
   Restructure Costs               20        38         -     24(C)      34
</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.




<PAGE>                      -93-
                                                            
                        EXHIBIT INDEX

Exhibit
Number                        Document Description

(2)     Plan  of  Acquisition, Reorganization,  Arrangement,
        Liquidation or Succession.

       Agreement  and Plan of Merger, dated as  of  May  27,
       1997,   among   Owens  Corning,  Sierra   Corp.   and
       Fibreboard   Corporation  (incorporated   herein   by
       reference  to  Exhibit 2(a) to the Company's  current
       report  on Form 8-K (File No. 1-3660), filed May  28,
       1997).

       LLC  Interest Sale and Purchase Agreement,  dated  as
       of  July  31,  1998,  among Owens  Corning,  Advanced
       Glassfiber   Yarns  LLC  and  Glass  Holdings   Corp.
       (incorporated  herein by reference to  Exhibit  2  to
       the Company's current report on Form 8-K (File No. 1-
       3660), filed October 14, 1998).

       Amendment  No.  1 to LLC Interest Sale  and  Purchase
       Agreement   dated   as   of   September   30,    1998
       (incorporated  herein by reference to  Exhibit  2  to
       the Company's current report on Form 8-K (File No. 1-
       3660), filed October 14, 1998).

(3)    Articles of Incorporation and By-Laws.

          (i)    Certificate  of  Incorporation   of   Owens
          Corning,   as  amended  (incorporated  herein   by
          reference   to   Exhibit  (3)  to  the   Company'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
          (incorporated herein by reference to  Exhibit  (3)
          to  the Company's annual report on Form 10-K (File
          No. 1-3660) for 1995).

(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  the  Company'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 the Company'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 the  Company's  annual
       report  on Form 10-K (File No. 1-3660) for  the  year
       ended  December 31, 1997) and Amendment No. 2 thereto
       (filed herewith).

         The Company 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 the Company where the total amount  of
       securities  authorized  under  each  issue  does  not
       exceed ten percent of the Company's total assets.




<PAGE>                      -94-
                                                            
                        EXHIBIT INDEX

Exhibit
Number          Document Description

(10)    Material Contracts.

        Agreement  and Plan of Merger, dated as of  May  27,
        1997, among Owens Corning, Sierra Corp. and Fibreboa
        rd  Corporation (incorporated herein by reference to
        Exhibit 2(a) to the Company's current report on Form
        8-K (File No. 1-3660), filed May 28, 1997).

        LLC  Interest Sale and Purchase Agreement, dated  as
        of  July  31,  1998,  among Owens Corning,  Advanced
        Glassfiber  Yarns  LLC  and  Glass  Holdings   Corp.
        (incorporated herein by reference to  Exhibit  2  to
        the Company's current report on Form 8-K (File No. 1-
        3660), filed October 14, 1998).

        Amendment  No. 1 to LLC Interest Sale  and  Purchase
        Agreement   dated   as   of   September   30,   1998
        (incorporated herein by reference to  Exhibit  2  to
        the Company's current report on Form 8-K (File No. 1-
        3660), filed October 14, 1998).

        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 the Company'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 the  Company's  annual
        report  on Form 10-K (File No. 1-3660) for the  year
        ended December 31, 1997) and Amendment No. 2 thereto
        (filed as Exhibit (4) to this annual report on  Form
        10-K and incorporated here by reference).

        Rights  Agreement,  dated as of  December  12,  1996
        (incorporated herein by reference to  Exhibit  1  to
        the  Company's Registration Statement  on  Form  8-A
        (File No. 1-3660), dated December 19, 1996).

        *  Stock Performance Incentive Plan, as amended (filed herewith).

        *  Key Management Severance Agreement with Maura J. Abeln (filed 
           herewith).

        *  Key Management Severance Agreement with Domenico Cecere (filed 
           herewith).

        *  Key Management Severance Agreement with J. Thurston Roach (filed
           herewith).

        *  Letter to Maura J. Abeln (filed herewith).

        *  Letter to J. Thurston Roach (filed herewith).

        *  Release and Separation Agreement with Charles H. Dana (filed 
           herewith).





<PAGE>                      -95-

                        EXHIBIT INDEX
                              
        *  Owens Corning Supplemental Executive Retirement Plan, effective as of
           January 1, 1998 (incorporated herein by reference to Exhibit (10) to 
           the Company'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 the Company's annual report on Form 10-K (File No. 1-3660) for
        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 the Company'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 the Company'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.
      
         * Corporate Incentive Plan Terms Applicable to Certain Executive 
           Officers (incorporated herein by reference to Exhibit (10) to 
           the Company's quarterly report on Form 10-Q (File No. 1-3660) 
           for the quarter ended March 31, 1996).

         * Corporate Incentive Plan Terms Applicable to Key Employees other 
           than Certain Executive Officers (incorporated herein by reference
           to Exhibit (10) to the Company's annual report on Form 10-K 
           (File No. 1-3660) for 1995).

         * Agreement, dated as of January 1, 1995, with William W. Colville
           (incorporated herein by reference to Exhibit (10) to the Company's 
           annual report on Form 10-K (File No. 1-3660) for 1994) and amendment 
           dated September 29, 1997 (incorporated herein by reference to Exhibit
           (10) to the  Company's annual report on Form 10-K (File No. 1-3660) 
           for 1997).

         * Director's Charitable Award Program (incorporated herein by 
           reference to Exhibit (10) to the Company's quarterly report on 
           Form 10-Q (File No. 1-3660) for the quarter ended September 30, 
           1993).
        
         * Executive Supplemental Benefit Plan, as amended (incorporated herein 
           by reference to Exhibit (10) to the Company'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 
           the Company's annual report on Form 10-K (File No. 1-3660) for 
           1991), as amended by First Amending Agreement made as of April 1, 
           1992 (incorporated herein by reference to Exhibit (19) to the 
           Company's quarterly report on Form 10-Q (File No. 1-3660) for the 
           quarter ended  June 30, 1992).
      
         * Form of Key Management Severance Benefits Agreement (incorporated 
           herein by reference to Exhibit (10) to the Company's annual report 
           on Form 10-K (File No. 1-3660) for 1991).




<PAGE>                      -96-
                              
                        EXHIBIT INDEX

        * Form of Directors' Indemnification Agreement (incorporated herein by
          reference to Exhibit (10) to the Company's annual report on Form 10-K
          (File No. 1-3660) for 1989).
           
          The following documents are incorporated herein by
          reference to Exhibit (10) to the Company's annual
          report on Form 10-K (File No. 1-3660) for 1987:

         * - Officers Deferred Compensation Plan.

         * - Deferred Compensation Plan for Directors, as amended.

(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.