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, 1996
                              
                 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. [ X ]

At   February  19,  1997,  the  aggregate  market  value  of
Registrant's  $.10  par  value  common  stock  (Registrant's
voting  stock)  held  by non-affiliates was  $2,297,658,153,
assuming  for  purposes of this computation  only  that  all
directors and executive officers are considered affiliates.

At  February  19,  1997,  there were outstanding  52,769,579
shares of Registrant's $.10 par value common stock.

Parts  of Registrant's definitive 1997 proxy statement filed
or  to  be filed pursuant to Regulation 14A (the "1997 Proxy
Statement") are incorporated by reference into Part  III  of
this Form 10-K.
          

<PAGE>                      -2-
                              
                           PART I

ITEM 1. BUSINESS

Owens  Corning  (formerly  known as Owens-Corning  Fiberglas
Corporation), a global company incorporated in  Delaware  in
1938,  serves consumers and industrial customers  with  high
performance glass composites and building materials systems.
These   products  are  used  in  industries  such  as   home
improvement,   new  construction,  transportation,   marine,
aerospace,  energy,  appliance, packaging  and  electronics.
Many  of  these  products are marketed under  the  trademark
FIBERGLAS(R).

Approximately  eighty-two percent of Owens  Corning's  sales
are   related  to  home  improvement,  sales  of   composite
materials  and  sales  outside U.S. markets.   Approximately
eighteen percent of the Company's sales are related  to  new
U.S. residential construction.

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

The  Company  operates in two industry segments  -  Building
Materials  and  Composite  Materials  -  divided  into   ten
businesses.   As  a general rule, there is a commonality  of
process  equipment  and/or  products  within  each  industry
segment.

The  Company  also has affiliate companies in  a  number  of
countries.  Affiliated companies' sales, earnings and assets
are  not  included  in either industry  segment  unless  the
Company owns more than 50% of the affiliate.

Revenue,   operating   profit,   and   identifiable   assets
attributable  to  each  of  Owens  Corning's  industry   and
geographic  segments, as well as information concerning  the
dependence  of  the Company's industry segments  on  foreign
operations, for each of the years 1996, 1995, and 1994,  are
contained   in   Note  1  to  Owens  Corning's  Consolidated
Financial Statements, entitled "Segment Data", on  pages  34
through 40 hereof.


BUILDING MATERIALS

Principal Products And Methods Of Distribution

Building  Materials 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:   glass  fiber  and  foam  insulation,   roofing
materials,  and other specialty products for the home,  such
as  housewrap,  vinyl  windows and patio  doors,  and  vinyl
siding.   The businesses responsible for these products  and
markets  include:  Insulation, Building Materials Sales  and
Distribution  - North America, Building Materials  -  Europe
and  Africa,  Roofing/Asphalt, Specialty and Foam  Products,
Western Fiberglass Group, Latin America, and Asia Pacific.


<PAGE>                    -3-

Principal Products And Methods Of Distribution (Continued)

The  Company's  Building Materials Sales and Distribution  -
North  America  business  is a  major  source  of  sales  of
building  insulation  products  to  lumber  yards  and  home
centers,  and  roofing shingles,  housewrap,   windows/patio
doors,     and    vinyl    siding    to    retailers     and
distributors. These products are used primarily in the  home
improvement  and new residential construction  markets.   In
1996,  eighteen percent of the Company's sales were  related
to  new construction activities in the United States,  while
home  improvement  and  remodeling accounted  for  forty-one
percent.

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

In  Latin  America, the Company produces and sells  building
and mechanical insulation through joint venture and licensee
relationships. In Asia Pacific, the Company sells  primarily
mechanical  insulation  through  joint  venture  businesses,
including  a majority owned insulation plant in  China,  and
licensees.

The  Company has licensed others for the manufacture of foam
products  at locations in Europe, the Middle East and  Asia.
The  Company sells foam products through traditional  agents
and distributors where licensing does not exist.

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.

The  Company sells industrial asphalt under the Trumbull(TM)
brand  name.  There are three principal kinds of  industrial
asphalt:    Built-Up  Roofing  Asphalt   (BURA),   used   in
commercial  roofing  systems to  provide  waterproofing  and
adhesion;  saturants or coating asphalt, used to manufacture
roofing  mats, felts and shingles; and industrial  specialty
asphalt, used by manufacturers in a variety of products such
as  waterproofing systems, adhesives, coatings, and  product
extenders, as well as in various automotive applications.

There are various 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.


<PAGE>                       -4-
                              
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 accounts  for
more than three percent of the segment's sales.


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,  Latin  America, Engineered Pipe  &  Fabrication
Systems, and Asia Pacific.

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  more than 40,000 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   construction,
transportation, and electrical/electronics.

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 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  glass fiber 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 for  these
markets is sold to direct accounts, and also to distributors
around   the  world,  who  in  turn  service  thousands   of
customers.

The  most   significant  use  of  glass  fibers  within  the 
transportation  market  is  the  automotive industry,  which
continues to grow as the amount  of composite materials used
per vehicle increases.  There  are  hundreds  of  composites
applications,  including  exterior and interior body panels,
instrument   panels,   bumpers, lamp  housings,  headliners,
packaging  for  electronics,  valve covers,   luggage racks,
distributor  caps,  timing belts,  mufflers  and  tanks  for
alternative fuel vehicles.  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


<PAGE>                   -5-
                              
Principal Products and Methods of Distribution  (Continued)

sold  mostly  to  first-tier and second-tier OEM  suppliers.
Non-automotive transportation applications include railcars,
shipping  containers,  intermodal  refrigerated  containers,
trailers and commercial ships.

Within  the electrical/electronics markets, glass  fiber  is
used  extensively  in printed circuit boards  made  for  the
consumer electronics, transportation, and telecommunications
industries. The Company sells glass fiber to a small  number
of  large fabric weavers, who, in turn, supply the  rest  of
the circuit board production value chain.  Applications also
include   fiber   optic  and  copper  cable   reinforcement,
connectors,   circuit  breaker  boxes,  computer   housings,
electricians'  safety  ladders,  and  hundreds  of   various
electro/mechanical components.

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 has pipe joint  ventures  in
Thailand, Saudi Arabia, Germany, Spain, Botswana, Argentina,
Egypt, Turkey and Colombia, and wholly-owned pipe plants  in
Norway  and  China.  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 accounts for
more than four percent of the segment's sales.

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 industry  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
industry  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   industry
segments.

Including registered trademarks for the Owens Corning  logo,
the Color Pink, and Fiberglas, the Company has approximately
125   trademarks  registered  in  the  United   States   and
approximately 700 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 industry segments.

Working Capital

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


<PAGE>                      -6-
                              
Research And Development

During  1996, 1995 and 1994, the Company spent approximately
$78 million, $69 million, and $64 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 1996.  The Company currently estimates  that
such  capital expenditures will be approximately $20 million
in 1997 and $22 million in 1998.

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
$54  million in 1996.  Owens Corning continues to invest  in
equipment  and process modifications to remain in compliance
with applicable environmental laws and regulations.

The  1990  Clean Air Act Amendments (Act) provide  that  the
United  States  Environmental Protection Agency  (EPA)  will
issue  regulations  on  a number of air  pollutants  over  a
period of years.  Until these regulations are developed, the
Company cannot determine the extent the Act will affect  it.
The  Company  anticipates that its sources to  be  regulated
will   include   glass  fiber  manufacturing   and   asphalt
processing activities.  The EPA's announced schedule  is  to
issue regulations covering glass fiber manufacturing by late
1997  and  asphalt processing activities by late 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 material adverse effect on the Company's results  of
operations, financial condition, or long-term liquidity.

Number Of Employees

Owens Corning averaged approximately 18,100 employees during
1996 and had approximately 18,900 employees at December  31,
1996.

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 industry segment in the sale of
glass fibers in primary form.  A similar number compete with
the   Company's   Composite  Materials   industry   segment.
Companies in other countries, primarily Japan, export  glass
fiber  products  to  the United States.   The  Company  also
competes  outside  the United States  against  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 industrial asphalts
and other products.

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


<PAGE>                      -7-

ITEM 2. PROPERTIES

PLANTS

Owens  Corning's  plants as of February 1, 1997  are  listed
below  by  industry  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.


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

     Babelegi,  South  Africa        Ravenhead,  United Kingdom
     Candiac, Canada                 Scarborough, Canada
     Edmonton, Canada                Shanghai, China (2)
     Guangzhou, China                Springs, South Africa
     Pontyfelin, United Kingdom      Vise, Belgium
     Queensferry, United Kingdom

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

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

     Atlanta, Georgia (1)            Kearney, New Jersey
     Brookville, Indiana (1)         Medina, Ohio
     Channelview, Texas (2)          Memphis, Tennessee
     Compton, California             Minneapolis, Minnesota
     Denver, Colorado                Morehead City, North
     Detroit, Michigan (2)             Carolina (2) (4)
     Houston, Texas                  Oklahoma City, Oklahoma (2)
     Irving, Texas                   Portland, Oregon (5)
     Jacksonville, Florida (3)       Savannah, Georgia (1)
     Jessup, Maryland                Summit, Illinois (3)

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

<PAGE>                       -8-
                              
Specialty and Foam Products

     Byron Center, Michigan          Rockford, Illinois
     Hazleton, Pennsylvania          St. Louis, Missouri*
     Martinsville, Virginia*         Tallmadge, Ohio

     Barcelona, Spain                Nanjing, China
     Hartlepool, United Kingdom      Valleyfield, Canada

*Facility is leased.

Fabrication Centers

     Angola, Indiana                 Johnson City, Tennessee (1)
     Athens, Alabama                 Laredo, Texas (1)
     Atlanta, Georgia (1)            Los Angeles, California  (1)
     Cleveland, Tennessee (1)        Memphis, Tennessee (1)
     Columbus, Ohio (1)              Montgomery, Alabama (1)
     Coopersville, Michigan (1)      Orlando, Florida (1)
     Dallas, Texas (1)               Sacramento, California (1)
     Grand  Rapids, Michigan (1)     Shelbyville, Kentucky (1) (2)
     Hazelton, Pennsylvania (1)      Springfield, Tennessee (1)
     Hebron, Ohio                    Tiffin, Ohio (1)
     Indianapolis, Indiana (1)       Van Buren, Arkansas (1)

     Brantford, Canada

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

COMPOSITE MATERIALS SEGMENT

Textiles And Reinforcements

     Aiken, South Carolina           Huntingdon, Pennsylvania
     Amarillo, Texas                 Jackson, Tennessee*
     Anderson, South Carolina        New Braunfels, Texas *
     Fort Smith, Arkansas

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

*Facility is leased.


Pipe

     Changchun, China                Sandefjord, Norway*

*Facility is leased.


<PAGE>                      -9-
                              
OTHER PROPERTIES

Effective  in mid 1996, Owens Corning's general  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. Under separate leases, the Company has
additional  general  office space of  approximately  150,000
square  feet,  and warehouse space of approximately  100,000
square feet, located in other buildings in Toledo.

The Company's research and development function is 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  and  Bangalore,
India.


ITEM 3.  LEGAL PROCEEDINGS

The  paragraphs  in  Note  21 to the Company's  Consolidated
Financial Statements, entitled "Contingent Liabilities",  on
pages  66  through  70  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
proceedings  are  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 these matters will not have a materially adverse effect
on   the   Company's  financial  position  or   results   of
operations.

As previously reported, during the first quarter of 1995 the
Company signed a consent order with the Tennessee Department
of  Environment and Conservation, providing for  a  remedial
investigation and feasibility study for two state  Superfund
sites at which the Company was the primary generator.  Based
upon  the  completed remedial investigation,  the  Tennessee
Division of Superfund has recommended that the two sites  be
delisted   as  state  Superfund  sites.   Formal   delisting
proceedings are in process.

Also  as  previously reported, in August  1996  the  Company
voluntarily  reported  to  the United  States  Environmental
Protection Agency (EPA) that, due to a change in assumptions
regarding  the  formation  of a  reportable  pollutant,  the
Company  had concluded that reporting deficiencies for  such
pollutant  had  occurred at three plants.  The  Company  has
since  filed all required reports with the EPA.  The Company
is unable at this time to determine the amount of penalties,
if  any, that may be sought by the EPA but believes that the
Company's immediate voluntary disclosure will be a favorable
consideration  in reducing any penalty that would  otherwise
be sought.


<PAGE>                       -10-

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

Owens Corning has nothing to report under this Item.


<PAGE>                       -11-

              Executive Officers of the Company
                   (as of March 1, 1997)

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 on  the  third
Thursday of 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 (62)         Chairman  of  the  Board  and   Chief
                           Executive   Officer   since   January
                           1992.  Director since 1992.

Alan D. Booth (54)         Vice President and Process Executive,    
                           Customer  Fulfillment  Process  since  
                           June  1996;  formerly  Vice President 
                           and  President,  Insulation  -  North 
                           America   (1994),   Vice   President,
                           Insulation   Division,   Construction  
                           Products   Group   (1993)   and  Vice
                           President,     Mechanical    Products 
                           Division (1986).

David T. Brown (48)        Vice    President   and    President,
                           Building    Materials    Sales    and
                           Distribution-North   America    since
                           January 1996; formerly Vice President        
                           and President, Roofing/Asphalt (1994),     
                           Vice    President,    Roofing/Asphalt 
                           Division  (1993)  and Vice President,  
                           Atlanta   Regional   Sales,  Building  
                           Materials (1986).

Christian L. Campbell (46) Senior Vice President, General Counsel 
                           and Secretary  since  January    1995;  
                           formerly     Vice President,   General 
                           Counsel   and   Secretary   at   Nalco 
                           Chemical (1990).

Domenico Cecere (47)       Vice    President   and    President,
                           Roofing/Asphalt since  January  1996;
                           formerly    Vice    President     and
                           Controller    (1993),    also    Vice
                           President,        Finance         and
                           Administration, Europe at  Honeywell,
                           Inc. (1992).

Charles H. Dana (57)       Executive   Vice   President    since
                           January  1994; formerly  Senior  Vice
                           President  and President - Industrial
                           Materials Group (1989).

David W. Devonshire (51)   Senior  Vice  President   and   Chief  
                           Financial  Officer  since July  1993;  
                           formerly  Corporate  Vice  President, 
                           Finance  at   Honeywell, Inc. (1992).



<PAGE>                         -12-

Name and Age               Position*

Carl B. Hedlund (49)       Vice  President  and President,  Asia
                           Pacific since December 1995; formerly    
                           Vice President and President, Retail/
                           Distribution (1994),  Vice President,  
                           Retail and Distribution, Construction  
                           Products Group (1993), Vice President,
                           Roofing  Products Operating  Division
                           (1989).

Robert C. Lonergan (53)    Vice President, Science and Technology  
                           since January 1995; formerly President, 
                           Windows (1993),  also President of Reb 
                           Plastics, Inc. (1984).

Heinz-J. Otto (47)         Vice    President    and    President,
                           Composites   since   October    1996;
                           formerly  Head of Region  Europe  and
                           Executive Board Member, Landis &  Gyr
                           Corp. (1992).

Bradford C. Oelman (59)    Senior  Vice  President, Governmental
                           Affairs  since  April 1996;  formerly
                           Vice   President-Corporate  Relations
                           (1986).

Steven J. Strobel (39)     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).

Gregory M. Thomson (49)    Senior    Vice    President,    Human
                           Resources    since   October    1994;
                           formerly   Vice   President,    Human
                           Resources, Public Service Electric  &
                           Gas (1988).

Efthimios O. Vidalis (42)  Vice    President    and    President, 
                           Insulation since July 1996;  formerly  
                           Vice    President    and   President,   
                           Composites (1994) and Vice President,    
                           Reinforcements    Division,    Europe 
                           (1986).


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


<PAGE>                      -13-
                              
                           Part II

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

The  principal market on which Owens Corning's common  stock
is  traded is the New York Stock Exchange.  The high and low
sales prices in dollars per share for Owens Corning's common
stock  as reported in the consolidated transaction reporting
system  for each quarter during 1996 and 1995 are set  forth
in the following tables.
<TABLE>
<S>              <C>      <C>      <C>            <C>      <C>
 1996            High     Low      1995           High     Low


First Quarter    46       39-3/4   First Quarter  36-1/4   30-1/4

Second Quarter   43-1/8   37-5/8   Second Quarter 40       34-5/8

Third  Quarter   43       36       Third Quarter  47-1/8   36-1/2

Fourth  Quarter  43-1/2   36-1/4   Fourth Quarter 46-3/4   40-3/8
</TABLE>


The number of stockholders of record of the Company's common
stock on February 19, 1997 was 6,813.

In June 1996, the Board of Directors of the Company approved
an  annual dividend policy of $.25 per share of common stock
and  declared a dividend of $.0625 per share of common stock
to  stockholders of record on September 30,  1996,  paid  on
October  15, 1996.  The Company had not previously  declared
any  dividends since 1986.  In December 1996, the  Board  of
Directors  of the Company declared a dividend of $.0625  per
share  of common stock to stockholders of record on December
31,  1996,  paid  on January 15, 1997.  In  connection  with
certain  of its current bank credit facilities, the  Company
has  agreed  to restrictions affecting the payment  of  cash
dividends.   As  of  January  1,  1997,  these  restrictions
limited funds available for the payment of cash dividends by
the Company to approximately $93 million.

On August 30, 1996, the Company issued 472,250 shares of its
common   stock,  par  value  $.10  per  share,  to   Celfort
Construction  Materials Inc.  (the "Seller")  in  connection
with  acquisition  of substantially all the  assets  of  the
extruded polystyrene insulation products business of Seller.
Such  shares  were  issued without  registration  under  the
Securities  Act  of  1933  in  reliance  upon  Regulation  D
promulgated  under  the  Securities  Act  or  the  exemption
provided by Section 4(2) of the Securities Act.


<PAGE>                          -14-

ITEM 6.   SELECTED FINANCIAL DATA

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

<TABLE>
<S>                   <C>        <C>        <C>       <C>        <C>
                       1996(a)   1995(b)    1994(c)   1993(d)    1992(e)
          (In millions of dollars, except per share data and where noted)

Net sales              $ 3,832   $ 3,612    $ 3,351   $ 2,944    $ 2,878
Cost of sales            2,834     2,670      2,536     2,266      2,234
Marketing, 
  administrative and 
  other expenses         1,380       452        429       350        350
Science and technology 
  expenses                  84        78         71        69         65
Restructure costs           38         -         89        23         16
Income (loss) from 
  operations              (504)      412        226       236        213
Cost of borrowed funds      77        87         94        89        110
Income (loss) before 
  provision for income 
  taxes                   (581)      325        132       147        103
Provision (credit) for 
  income taxes            (288)      106         58        47         33
Net income (loss)         (284)      231        159       131         73
Net income (loss) per 
  share
    Primary              (5.50)     4.64       3.61      3.00       1.70
    Fully diluted        (5.50)     4.40       3.35      2.81       1.67
Dividends per share on 
  common stock
    Declared             .1250         -          -         -          -
    Paid                 .0625         -          -         -          -
Weighted average 
  number of shares
  outstanding 
  (in thousands)
    Primary             51,722    49,711     44,209    43,593     43,013
    Fully diluted       51,722    54,106     50,025    49,410     48,844
Net cash flow from 
  operations               335       285        233       253        192
Capital spending           325       276        258       178        144
Total assets (f)         3,913     3,261      3,274     3,013      3,162
Long-term debt             818       794      1,037       898      1,018
Average number of
  employees (in 
  thousands)                19        17         17        17         17
</TABLE>

(a)  During  1996, the Company recorded a net pre-tax 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  pre-tax  charge  of  $43  million  ($26
     million after-tax) for restructuring and other actions;
     $27  million reduction of tax reserves due to favorable
     legislation;  and  a pre-tax 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.

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


<PAGE>                        -15-
                              
ITEM 6. SELECTED FINANCIAL DATA (Continued)

(c)  During 1994, the Company recorded a $117 million 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.
     
(d)  During  1993, the Company recorded a $23 million charge
     for the restructuring of its European operations, an $8
     million charge ($5 million after-tax) for the writedown
     of  its  hydrocarbon ventures to their  net  realizable
     value,  a $26 million credit for the adoption  of  SFAS
     No. 109, Accounting for Income Taxes, and a $14 million
     credit for the revaluation of deferred taxes.

(e)  During  1992, the Company recorded a $16 million charge
     ($11  million  after-tax) to reorganize  the  Company's
     Building  Materials  segment  and  to  centralize   the
     Company's  accounting  and  information  systems.   The
     Company  also recorded a net extraordinary gain  of  $1
     million  resulting  from the utilization  of  tax  loss
     carryforwards, partially offset by a loss on the  early
     retirement of debt.

(f)  During 1993, the Company adopted the provisions of  FIN
     39  which require the Company to present separately  in
     its  balance sheet its estimated contingent liabilities
     and  related insurance assets.  1992 assets  have  been
     restated to conform with those provisions.


<PAGE>                        -16-

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

(All per share information in Item 7 is on a fully diluted
basis.   All  references to results from ongoing  operations
exclude  the  impact  of  special  items  reported  for  the
relevant period.)

RESULTS OF OPERATIONS

Net  sales  were $3.832 billion for the year ended  December
31,  1996, reflecting a 6% increase from the 1995  level  of
$3.612  billion.   Net  sales in 1994 were  $3.351  billion.
Most  of the 1996 growth is attributable to volume increases
in  the  Building Materials segment, particularly  in  North
America, as well as incremental sales growth resulting  from
1995 and 1996 acquisitions.  Please see Notes 1 and 5 to the
Consolidated Financial Statements.  Sales outside  the  U.S.
represented  25% of total sales for the year ended  December
31,  1996,  compared to 27% and 24% for the years  1995  and
1994, respectively.  The strength of U.S. Building Materials
sales  in  combination  with  sluggish  European  Composites
business  contributed to the slightly  lower  percentage  of
sales  outside the U.S. when compared to 1995. Gross  margin
for  each of the years ended December 31, 1996 and 1995  was
26%,  up  from  24%  in  1994.  Gross  margin  in  1996  was
adversely impacted by the lower sales volume in the European
Composites business.

For the year ended December 31, 1996, the Company reported a
net  loss  of $284 million, or $5.50 per share, compared  to
net  income  of  $231 million, or $4.40 per share,  and  net
income  of  $159 million, or $3.35 per share, for the  years
ended  December 31, 1995 and 1994, respectively.   The  1996
net loss reflects a net after-tax charge of $542 million, or
$10.49 per share, for asbestos litigation claims that may be
received   after  1999  and  probable  additional  insurance
recovery; after- tax special charges totaling $27 million or
$.52  per  share including valuation adjustments  associated
with  prior  divestitures, major product  line  productivity
initiatives   and   a  contribution  to  the   Owens-Corning
Foundation; an after-tax charge of $26 million or  $.50  per
share for restructuring and other actions; a $27 million  or
$.52  per  share reduction of tax reserves due to  favorable
legislation;  and an after-tax gain of $27 million  or  $.52
per  share  from the sale of the Company's interest  in  its
former  Japanese affiliate, Asahi Fiber Glass Co. Ltd.   The
net loss created by the special items mentioned above caused
common  stock equivalents and convertible securities  to  be
excluded from the number of fully diluted shares reported in
1996  due  to  their anti-dilutive effect.  For  comparative
purposes,  these anti-dilutive shares have been included  in
the  calculation of fully diluted net income per share  from
ongoing  operations in 1996 and represent  a  difference  of
$.32 per share.  Net income from ongoing operations was $257
million, or $4.65 per share, for the year ended December 31,
1996,  compared to $223 million, or $4.25 per share in 1995,
discussed  below.   The  15% increase  in  net  income  from
ongoing  operations in 1996 over 1995 reflects the  benefits
of  acquisitions, strong results from Building Materials  in
North   America,  particularly  in  the  roofing  and   foam
businesses,  and  a favorable litigation settlement  with  a
former  supplier, offset in part by increased administrative
costs from regional expansion into Asia Pacific and globally
within  the  engineered pipe systems business.   Please  see
Notes  8,  12,  18  and  21  to the  Consolidated  Financial
Statements.

Net income of $231 million, or $4.40 per share, for the year
ended  December  31, 1995 reflects a one  time  gain  of  $8
million,  or  $.15  per share, resulting  from  a  tax  loss
carryback. Net income from ongoing operations for  the  year
ended  December  31, 1995, was $223 million,  or  $4.25  per
share.  Please  see  Note  8 to the  Consolidated  Financial
Statements.

Net  income of $159 million for the year ended December  31,
1994 included the following special items: an after-tax gain
of  $123 million, or $2.45 per share, reflecting a change to
the capital method of accounting for the rebuilding of glass
melting  facilities; an after-tax charge of $85 million,  or
$1.69  per  share,  for productivity initiatives  and  other
actions;  a  non-cash, after-tax charge of $10  million,  or
$.20  per  share,  to  reflect  adoption  of  Statement   of
Financial  Accounting Standards (SFAS) No.  106,  Employers'
Accounting for Postretirement Benefits Other Than  Pensions,



<PAGE>                      -17-

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

for  plans  outside  the  United  States;  and  a  non-cash, 
after-tax  charge of  $28  million, or  $.56  per  share, to 
reflect adoption  of SFAS  No.  112,  Employers'  Accounting  
for  Postemployment Benefits.  Please see Notes 6, 18 and 19 
to the Consolidated Financial Statements.

In  the Building Materials segment, sales increased 12%  for
the  year  ended December 31, 1996 compared to  1995.   This
growth  reflects  volume increases,  particularly  in  North
America,  as  well as incremental sales from 1995  and  1996
acquisitions   offset  by  a  slight  decline   in   prices,
particularly in Canada.  Income from ongoing operations  for
Building  Materials increased 14% from 1995  levels  due  to
acquisitions,  increased  sales volumes  and  the  improving
performance in our Asia Pacific operation.

Building  Materials  sales in the  U.S.  increased  11%  and
Canada also posted improvement in 1996. This improvement  in
the  North American markets is being driven by the Company's
integration  of its expanded product line from  acquisitions
and  branded  products into the Company's  well  established
channels   of  distribution.   The  expanded  product   line
includes  Luminess(TM) vinyl windows,  Transitions(R)  vinyl
siding  and  FOAMULAR(R) rigid polystyrene foam  insulation.
The  third quarter 1996 acquisition of Celfortec, a Canadian
producer  of  FOAMULAR(R) insulation,  also  contributed  to
Building   Materials  growth  in  North  America.   Building
Materials  Europe sales increased 11% over  1995,  primarily
from  the  second quarter 1996 acquisition of  the  extruded
polystyrene   foam  business  of  Linpac  Insulation,   with
production  facilities in the U.K. and  Spain.   With  these
acquisitions in the extruded polystyrene foam operations  in
Europe and Canada and the joint venture announced in 1996 to
produce   foam   insulation  in  China,  the   Company   has
significantly  expanded  its global  position  in  the  foam
insulation business as part of the Company's global building
systems strategy.

In   1996,  the  Company's  roofing  business  continued  to
increase  sales and improve margins through volume increases
and  productivity  initiatives.  The  window  business  also
continued   to  experience  significant  sales  growth   and
productivity improvements during the year.  Additionally, in
second quarter 1996 the Company acquired the U.S. assets  of
Partek   Insulation,  a  producer  of  rock   mineral   wool
insulation,  which  has  expanded the  Company's  insulation
product   offering  into  the  high  temperature  insulation
market.  The Company further expanded its Building Materials
multi-product offering in 1996 with the introduction of  the
branded  products,  Bild-R-Tape(R) used  to  seal  sheathing
joints and PinkSeal(TM) foam sealant.

In  the Composite Materials segment, sales decreased 5%  for
the  year  ended December 31, 1996. This sales  decrease  is
primarily  the  result  of sluggish European  reinforcements
business as well as a decline in the Canadian market,  while
in  the  U.S.,  composites sales remained  relatively  flat.
Income from ongoing operations posted a 4% increase over the
prior  year,  reflecting improved operating performance  and
productivity improvements, particularly in the U.S.

In  1996,  the  Company announced three new  large  diameter
glass  reinforced plastic (GRP) pipe joint ventures, one  in
Colombia,  Egypt and Turkey.  GRP pipe is used primarily  in
water   and  wastewater  systems.   In  addition  to   these
ventures, the Company also formed an application development
center in India and announced plans for similar such centers
in  Brazil  and  China, to develop and promote  the  use  of
composite  materials  as a replacement of  more  traditional
materials.

At the end of 1996, the Company announced the acquisition of
the  remainder  of  the  equity  interest  in  Knytex(R),  a
manufacturer   of  specialty  glass  fiber  fabrics.    This
business, which knits, weaves, stitches or bonds glass fiber
to  provide value-added performance characteristics, will be
combined  with  the  Company's existing  European  specialty
fabrics    business   to   form   Owens   Corning   Fabrics.


<PAGE>                      -18-

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

The  Company's  cost of borrowed funds for  the  year  ended
December  31, 1996 was $77 million, $10 million  lower  than
1995.   The average total debt outstanding during  the  year
decreased  substantially in 1996 compared  to  1995  as  the
result  of  the mid-year 1995 conversion of $173 million  of
the  Company's 8% convertible junior subordinated debentures
into  shares of common stock, combined with the issuance  of
$200  million of convertible preferred securities.  In 1996,
the  Company  averaged  short-term  debt  of  $129  million,
approximately $55 million lower than in 1995.   The  average
debt  reduction,  together  with  lower  average  short-term
interest  rates, contributed to the lower cost  of  borrowed
funds   in   1996.  Additionally,  due  to   several   large
construction   projects,  interest   capitalized   in   1996
increased about $4 million over 1995. Please see Notes 2 and
3 to the Consolidated Financial Statements.

At  December  31,  1996,  certain of the  Company's  foreign
subsidiaries and state tax jurisdictions, have combined  tax
net  operating loss carryforwards the benefit  of  which  is
approximately $63 million.  The Company has $580 million  in
net  deferred tax assets at December 31, 1996, all of  which
management  expects will be realized through  future  income
from  operations.   Please see Note 8  to  the  Consolidated
Financial Statements.

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Cash flow from operations, excluding proceeds from insurance
and  payments  for  asbestos  litigation  claims,  was  $501
million for 1996, compared to $342 million for 1995.     The
increase in cash flow from operations in 1996 relates to  an
increase in accounts payable and accrued liabilities  offset
in part by an increase in inventory. Additionally, 1995 cash
flow  from  operations was reduced by $64  million  for  the
December  1995 funding of a Voluntary Employee's Beneficiary
Association   (VEBA)  trust.   The  1996  cash   flow   from
operations reflects the disbursements for benefits from  the
VEBA  trust and collection of a tax receivable.  Please  see
Note 6 to the Consolidated Financial Statements.

At  December 31, 1996, the Company's net working capital and
current  ratio were negative $163 million and .85,  compared
to  negative  $9 million and .99 at December 31,  1995,  and
negative  $143  million  and  .87  at  December  31,   1994,
respectively.   The decrease in 1996 was  primarily  due  to
increased accounts payable and accrued liabilities, and also
a  larger  current  asbestos liability, offset  somewhat  by
increased  inventories.  Excluding the impact of  short-term
borrowings  used to finance a $110 million U.K.  acquisition
in June 1994, the Company's net working capital was negative
$33  million  and its current ratio was .97 at December  31,
1994.

The  Company's total borrowings at December 31,  1996,  were
$934  million,  $41  million higher than at  year-end  1995,
still within the Company's target debt levels.  The increase
in   debt  is  primarily  the  result  of  acquisitions  and
increases in inventory levels.

During  1995,  virtually all of the Company's  $173  million
issue of 8% convertible junior subordinated debentures  were
converted.  Debentures not converted were redeemed for cash.
The  conversion resulted in the issuance of 5.8 million  new
shares  of  common  stock.    Also  in  1995,  Owens-Corning
Capital,  L.L.C., a Delaware limited liability  company,  of
which  all  of  the  common limited  company  interests  are
indirectly owned by the Company, issued $200 million of 6.5%
cumulative  convertible preferred securities.  The  proceeds
from  the  issuance were loaned to the Company and partially
used to repay a short-term credit facility.  Please see Note
4 to the Consolidated Financial Statements.


<PAGE>                         -19-

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

As  of  December 31, 1996, the Company had unused  lines  of
credit of $440 million available under long-term bank credit
facilities  and an additional $195 million under  short-term
facilities,  compared  to  $358 million  and  $239  million,
respectively, at year-end 1995.  The net increase in  unused
available  lines of credit reflects primarily a decrease  in
outstanding  letters  of  credit  supporting  appeals   from
asbestos  trials.  Such  letters  of  credit  reduce  credit
availability  under  the  Company's  long-term  U.S.  credit
facility.

Capital   spending  for  property,  plant   and   equipment,
excluding  acquisitions, was $325 million during 1996.   The
Company  anticipates  1997 capital  spending,  exclusive  of
acquisitions   and   investment  in  affiliates,   will   be
approximately  $210  million.   The  Company  expects   that
funding  for  these expenditures will be from the  Company's
operations and external sources as required.

Gross  payments for asbestos litigation claims during  1996,
including  $44 million in defense costs and $11 million  for
appeal  bond  and other costs, were $267 million.   Proceeds
from  insurance were $101 million resulting in a net  pretax
cash  outflow  of  $166 million, or $100 million  after-tax.
During  1996, the Company received approximately 36,400  new
asbestos  personal  injury  cases and  closed  approximately
22,700 cases.  During 1997, the Company's total payments for
asbestos  litigation claims, including  defense  costs,  are
expected  to  be approximately $300 million.  Proceeds  from
insurance  of  $100 million are expected to be available  to
cover these costs, resulting in a net pretax cash outflow of
$200 million, or $120 million after-tax.  Please see Note 21
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 indebtedness, as well
as   its   contingent  liabilities  for  uninsured  asbestos
personal injury claims.

In June 1996 the Company filed a lawsuit in federal court in
New Orleans alleging a massive scheme to defraud the Company
in  connection  with asbestos litigation  cases.   The  suit
alleges  that  medical test results in tens of thousands  of
asbestos litigation claims were falsified by the owners  and
operators    of    certain   pulmonary   function    testing
laboratories.  A second lawsuit, alleging similar practices,
was  filed  against the owner and operator of an  additional
testing  laboratory in February 1997.  The Company  believes
that  at  least 40,000 claims in its current backlog involve
plaintiffs  whose pulmonary function tests  were  improperly
administered  or manipulated by the testing laboratories  or
otherwise inconsistent with proper medical practice.

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, including two state  Superfund
sites  where the Company is the primary generator.  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  1996,  the  Company   was
designated as a PRP in such federal, state, local or private
proceedings  for  five additional sites.   At  December  31,
1996,   a   total  of  39  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 $17 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


<PAGE>                         -20-

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

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 glass fiber manufacturing and asphalt
processing activities.  The EPA's announced schedule  is  to
issue regulations covering glass fiber manufacturing by late
1997  and  asphalt processing activities by late 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.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Pages  23  through  71  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 1997 Proxy  Statement  except
that   certain   information  concerning   Owens   Corning's
executive  officers  is  included on  pages  11  through  12
hereof.


ITEM 11.  EXECUTIVE COMPENSATION

The  information  required by this Item is  incorporated  by
reference from the Company's 1997 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 1997 Proxy Statement.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  information  required by this Item is  incorporated  by
reference from the Company's 1997 Proxy Statement.


<PAGE>                       -21-
                              
                           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 23 hereof

2.  See  Index to Financial Statement Schedules on  page  72
    hereof

3.  See Exhibit Index beginning on page 74 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 1996, the  Company  filed  a
current  report on Form 8-K, dated December 19, 1996,  under
Item 5, "Other Events".


<PAGE>                      -22-

                         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/ G. H. Hiner                            Date March 14, 1997
     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/ G. H. Hiner                            Date March 14, 1997
     Glen H. Hiner, Chairman of the Board,
     Chief Executive Officer and Director

     /s/ David W. Devonshire                     Date March 14, 1997
     David W. Devonshire, Senior Vice
     President and Chief Financial Officer

     /s/ Steven J. Strobel                       Date March 14, 1997
     Steven J. Strobel, Vice President and
     Controller

     /s/ Norman P. Blake Jr.                     Date March 18, 1997
     Norman P. Blake, Jr., Director

     /s/ Leonard S. Coleman Jr.                  Date March 16, 1997
     Leonard S. Coleman, Jr., Director

     /s/ William Colville                        Date March 19, 1997
     William W. Colville, Director

     /s/ John H. Dasburg                         Date March 14, 1997
     John H. Dasburg, Director

     /s/ Landon Hilliard                         Date March 14, 1997
     Landon Hilliard, Director

     /s/ Trevor Holdsworth                       Date March 17, 1997
     Trevor Holdsworth, Director

     /s/ Jon M. Huntsman, Jr.                    Date March 14, 1997
     Jon M. Huntsman, Jr., Director

     /s/ Ann Iverson                             Date March 18, 1997
     Ann Iverson, Director

     /s/ W. Walker Lewis                         Date March 15, 1997
     W. Walker Lewis, Director

     /s/ Furman C. Moseley                       Date March 19, 1997
     Furman C. Moseley, Jr., Director

     /s/ W. Ann Reynolds                         Date March 17, 1997
     W. Ann Reynolds, Director


<PAGE>                      -23-
                              
                INDEX TO FINANCIAL STATEMENTS

Item                                                       Page

Report of Independent Public Accountants                     24

Summary of Significant Accounting Policies                25-26

Consolidated Statement of Income - for the
years ended December 31, 1996, 1995 and 1994              27-28

Consolidated Balance Sheet - 
December 31, 1996 and 1995                                29-30

Consolidated Statement of Stockholders' Equity -
for the years ended December 31, 1996, 1995 and 1994         31

Consolidated Statement of Cash Flows - for the years
ended December 31, 1996, 1995 and 1994                    32-33

Notes to Consolidated Financial Statements
Notes 1 through 22                                        34-71


<PAGE>                      -24-
                              
          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,  1996  and  1995,  and  the  related
consolidated statements of income, stockholders' equity  and
cash  flows for each of the three years in the period  ended
December  31,  1996.   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,  1996 and 1995, and the results of their operations  and
their  cash flows for each of the three years in the  period
ended  December  31,  1996,  in  conformity  with  generally
accepted accounting principles.

As discussed in Notes 6 and 19 to the consolidated financial
statements,  effective January 1, 1994, the Company  changed
its  methods of accounting for postretirement benefits other
than   pensions   for  its  non-U.S.  plans,  postemployment
benefits and furnace rebuilds.

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 18, 1997
Toledo, Ohio


<PAGE>                     -25-
                              
               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.    Significant   intercompany   accounts   and
transactions are eliminated.

Net Income per Share

Primary  net income per share is computed using the weighted
average  number  of common shares outstanding  and  dilutive
common  equivalent shares during the period.  Fully  diluted
net  income  per  share  reflects  the  dilutive  effect  of
increased  shares that would result from the  conversion  of
debt  and equity securities which are not treated as  common
stock  equivalents.  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 fully 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.

Intangible Assets

Intangible assets consist primarily of goodwill, patents and
covenants  not  to  compete and are  carried  at  cost  less
accumulated  amortization.   Goodwill  is  amortized  on   a
straight-line  basis over a period of  forty  years.   Other
intangible assets are amortized over their estimated  useful
lives  or actual contractual lives.  The Company continually
evaluates  whether  events and circumstances  have  occurred
that  indicate  the  remaining  estimated  useful  lives  of
intangible assets may warrant revision or that the remaining
balance  of  these intangible assets may not be recoverable.
When  factors  indicate  that intangible  assets  should  be
evaluated  for  possible impairment,  the  Company  uses  an
estimate of the related business segment's undiscounted cash
flows  over  the remaining life of the intangible  asset  in
measuring whether the intangible asset 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>                      -26-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                         (Continued)
                              

Rebuilding of Glass Melting Furnaces

The  Company's  glass melting furnaces periodically  require
substantial  rebuilding.  The Company  applies  the  capital
method  of  accounting  for  the cost  of  rebuilding  glass
melting  furnaces.  Under this method, costs are capitalized
when  incurred  and  depreciated over the  estimated  useful
lives of the rebuilt furnaces.

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 (SFAS 123) in accounting for  its  stock
based  compensation plans. In accordance with SFAS  123  the
Company applies Accounting Principles Board Opinion  No.  25
and related Interpretations for expense recognition.

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 1995 and 1994 to
conform with the classifications used in 1996.


<PAGE>                      -27-

               OWENS CORNING AND SUBSIDIARIES
                              
              CONSOLIDATED STATEMENT OF INCOME
                              
    FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<S>                                        <C>       <C>       <C>
                                           1996      1995      1994
                                (In millions of dollars, except share data)
                                           
NET SALES                                  $  3,832  $  3,612  $  3,351
COST OF SALES                                 2,834     2,670     2,536
 Gross margin                                   998       942       815

OPERATING EXPENSES
 Marketing and administrative expenses          506       443       391
 Science and technology expenses (Note 9)        84        78        71
 Provision for asbestos litigation claims
   (Note 21)                                    875         -         -
 Restructure costs (Note 18)                     38         -        89
 Other (Notes 2, 4, 10, 12, 18 and 20)           (1)        9        38

Total operating expenses                      1,502       530       589

INCOME (LOSS) FROM OPERATIONS                  (504)      412       226

Cost  of  borrowed  funds 
 (Notes 2, 3 and 20)                             77        87        94

INCOME (LOSS) BEFORE PROVISION FOR
 INCOME TAXES                                  (581)      325       132

Provision  (Credit)  for  income  taxes 
 (Note  8)                                     (288)      106        58

INCOME (LOSS) BEFORE EQUITY IN NET
 INCOME OF AFFILIATES                          (293)      219        74

Equity in net income of affiliates
 (Notes 5 and 12)                                 9        12         -

INCOME (LOSS) BEFORE CUMULATIVE
 EFFECT OF ACCOUNTING CHANGES                  (284)      231        74

Cumulative effect of accounting changes
 (Notes 6 and 19)                                 -         -        85

NET INCOME (LOSS)                          $   (284) $    231  $    159

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


<PAGE>                      -28-

               OWENS CORNING AND SUBSIDIARIES
                              
              CONSOLIDATED STATEMENT OF INCOME
                              
    FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                         (Continued)
<TABLE>
<S>                                   <C>        <C>       <C>    
                                         1996       1995      1994
                             (In millions of dollars, except share data)

NET INCOME PER COMMON SHARE

Primary:

  Income (loss) before cumulative
    effect of accounting changes      $ (5.50)   $  4.64   $  1.70
  Cumulative effect of accounting 
    changes (Notes 6 and 19)                -          -      1.91
  Net income (loss) per share         $ (5.50)   $  4.64   $  3.61

Assuming full dilution:

  Income (loss) before cumulative
    effect of accounting changes      $ (5.50)   $  4.40   $  1.66
  Cumulative effect of accounting 
    changes (Notes 6 and 19)                -          -      1.69
  Net income (loss) per share         $ (5.50)   $  4.40   $  3.35

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

    Primary                              51.7       49.7     44.2
    Assuming full dilution               51.7       54.1     50.0
</TABLE>
                             
                              
 The accompanying summary of significant accounting policies and notes
           are an integral part of this statement.


<PAGE>                   -29-
                           
            OWENS CORNING AND SUBSIDIARIES
                           
  CONSOLIDATED BALANCE SHEET - DECEMBER 31, 1996 AND 1995

<TABLE>
<S>                                           <C>         <C>
ASSETS                                          1996         1995
                                            (In millions of dollars)
CURRENT

Cash and cash equivalents                     $    45      $    18
Receivables, less allowances of 
  $17 million in 1996 and $19 
  million in 1995 (Note 10)                       314          314
Inventories (Note 11)                             340          253
Insurance for asbestos litigation 
  claims - current portion (Note 21)              100          100
Deferred income taxes (Note 8)                    106           70
VEBA trust (Note 6)                                19           51
Income tax receivable                               4           50
Investment in affiliate held for sale 
  (Note 12)                                         -           36
Other current assets                               30           35

     Total current                                958          927

OTHER

Insurance for asbestos litigation claims  
  (Note  21)                                      454         330
Deferred income taxes (Note 8)                    474         252
Goodwill, less accumulated amortization
  of $26 million in 1996 and $19 million 
  in 1995 (Note 5)                                286         249
Investments  in  affiliates 
  (Notes  5  and  12)                              64          50
Other noncurrent assets (Note 6 and 7)            155         147

     Total other                                1,433       1,028

PLANT AND EQUIPMENT, at cost

Land                                               58          52
Buildings and leasehold improvements              614         581
Machinery and equipment                         2,384       2,266
Construction in progress                          285         168

                                                3,341       3,067
Less:  Accumulated depreciation                (1,819)     (1,761)

     Net plant and equipment                    1,522       1,306

TOTAL ASSETS                                  $ 3,913     $ 3,261
</TABLE>
                                              
                           
                           
  The accompanying summary of significant accounting policies and notes
                 are an integral part of this statement.
                 

<PAGE>                      -30-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
   CONSOLIDATED BALANCE SHEET - DECEMBER 31, 1996 AND 1995
                         (Continued)
<TABLE>
<S>                                          <C>         <C>   
                              
LIABILITIES AND STOCKHOLDERS' EQUITY             1996        1995
                                             (In millions of dollars)
CURRENT

Accounts payable and accrued liabilities
 (Note 13)                                    $   705    $    587
Reserve for asbestos litigation claims -
 current portion (Note 21)                        300         250
Short-term debt (Note 3)                           96          64
Long-term  debt  -  current portion  
  (Note  2)                                        20          35

     Total current                              1,121         936

LONG-TERM DEBT (Note 2)                           818         794

OTHER

Reserve for asbestos litigation 
  claims (Note 21)                              1,670         887
Other employee benefits liability 
  (Note 6)                                        349         367
Pension plan liability (Note 7)                    63          75
Other (Note 20)                                   161         220

     Total other                                2,243       1,549

COMMITMENTS AND CONTINGENCIES
 (Notes 15, 20 and 21)

COMPANY OBLIGATED CONVERTIBLE
   SECURITY OF SUBSIDIARY HOLDING
   SOLELY PARENT DEBENTURES
   (MIPS, Note 4)                                 194         194

MINORITY INTEREST                                  21           -

STOCKHOLDERS' EQUITY

Preferred stock, no par value; 
  authorized 8 million shares, 
  none outstanding (Note 17)
Common stock, par value $.10 
  per share; authorized 100 
  million shares; issued
  1996-52.1 million and 1995-51.4 million
  shares (Notes 2, 5 and 16)                      606         579
Deficit                                        (1,072)       (781)
Foreign currency translation adjustments           (1)          9
Other (Note 7)                                    (17)        (19)

     Total stockholders' equity                  (484)       (212)

TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                       $ 3,913    $  3,261
</TABLE>

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

<PAGE>                      -31-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
       CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                              
    FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<S>                                    <C>       <C>      <C>     
                              
                                          1996      1995     1994
                                          (In millions of dollars)

COMMON STOCK

Balance beginning of year              $   579   $   348  $   315
Issuance of stock for:
  Conversion  of  debt  
    (Note  2)                                -       173        -
  Acquisitions (Note 5)                     20        42       27
  Awards under stock compensation 
    plans (Note 16)                          7        16        6

Balance end of year                        606       579      348

DEFICIT

Balance beginning of year                 (781)   (1,012)  (1,171)
Net income (loss)                         (284)      231      159
Cash dividends declared                     (7)        -        -

Balance end of year                     (1,072)     (781)  (1,012)

FOREIGN CURRENCY TRANSLATION
 ADJUSTMENTS

Balance beginning of year                    9        (1)       5
Translation adjustments                    (10)       10       (6)

Balance end of year                         (1)        9       (1)

OTHER

Balance beginning of year                  (19)      (15)     (18)
Net increase (decrease)                      2        (4)       3

Balance end of year                        (17)      (19)     (15)

STOCKHOLDERS' EQUITY                   $  (484)  $  (212) $  (680)
</TABLE>


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

<PAGE>                      -32-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
            CONSOLIDATED STATEMENT OF CASH FLOWS
                              
    FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                              
<TABLE>
<S>                                       <C>         <C>         <C>    
                                            1996        1995        1994
                                              (In millions of dollars)
NET CASH FLOW FROM OPERATIONS

 Net income (loss)                        $ (284)     $  231      $  159

 Reconciliation of net cash
   provided by operating activities:

   Noncash items:
    Provision for asbestos litigation
     claims (Note 21)                        875           -           -
    Cumulative effect of accounting
     changes (Notes 6 and 19)                  -           -         (85)
    Provision for depreciation and
     amortization                            132         125         118
    Provision (credit) for deferred
     income taxes (Note 8)                  (258)        142          59
    Other                                      7           5           9

 (Increase)  decrease  in  
   receivables  (Note  10)                    20          36          21
 (Increase) decrease in inventories          (71)        (15)         17
 Increase (decrease) in accounts payable
   and accrued liabilities                   103         (50)         53
 Disbursements (funding) of VEBA trust
   (Note 6)                                   45         (64)          -
 Proceeds from insurance for asbestos
   litigation claims (Note 21)               101         251          87
 Payments for asbestos litigation claims
   (Note 21)                                (267)       (308)       (215)
 Other                                       (68)        (68)         10

    Net cash flow from operations            335         285         233

NET CASH FLOW FROM INVESTING

 Additions to plant and equipment           (325)       (276)       (258)
 Investment in subsidiaries, net of
   cash acquired (Note 5)                    (70)        (81)       (120)
 Proceeds from the sale of affiliate
   (Note 12)                                  55           -           -
 Other                                       (20)         (4)         23

    Net cash flow from investing          $ (360)     $ (361)     $ (355)
</TABLE>
                              
                              
The accompanying summary of significant accounting policies and notes
           are an integral part of this statement.
                           

<PAGE>                      -33-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
            CONSOLIDATED STATEMENT OF CASH FLOWS
                              
    FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                         (Continued)

<TABLE>
<S>                                      <C>        <C>        <C>             
                              
                                          1996       1995       1994
                                           (In millions of dollars)

NET CASH FLOW FROM FINANCING
 (Notes 2, 3 and 4)

 Net additions to long-term
  credit facilities                      $  39      $  55      $  10
 Other additions to long-term debt          22          9        145
 Other reductions to long-term debt        (43)      (128)       (51)
 Net increase (decrease) in 
   short-term debt                          32        (94)        69
 Issuance of preferred stock of 
   subsidiary, net of fees                   -        194          -
 Dividends paid                             (3)         -          -
 Other                                       3          -          5

    Net cash flow from financing            50         36        178

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

Net increase (decrease) in cash 
  and cash equivalents                      27        (41)        56

Cash and cash equivalents at 
  beginning of year                         18         59          3

Cash and cash equivalents at end 
  of year                                $  45      $  18      $  59
</TABLE>
                         
                              
                              
The accompanying summary of significant accounting policies and notes
           are an integral part of this statement.


<PAGE>                      -34-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Segment Data

The  Company  operates  in two industry  segments,  Building
Materials  and Composite Materials, and reports its  results
in two ways:  by industry segment and by geographic segment.
See  Note  5  for detail of 1996, 1995 and 1994 acquisitions
and divestitures of businesses.

The industry 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 the branded sale of patio doors, vinyl
    siding and 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.

Geographic  segment  reporting  combines  the  two  industry
segments  within the major regions:  United States,  Europe,
and Canada and other.

Intersegment  sales  are generally  recorded  at  market  or
equivalent value.  Income (loss) from operations by industry
and  geographic segment consists of net sales  less  related
costs  and  expenses.   In  computing  income  (loss)   from
operations  by  segment, cost of borrowed  funds  and  other
general  corporate income and expenses have  been  excluded.
Certain  corporate operating expenses directly traceable  to
industry  and  geographic segments have  been  allocated  to
those segments.

Income from operations for the year ended December 31,  1996
includes  a  pretax charge of $43 million for  restructuring
and  other  actions (Note 18); a net pretax charge  of  $875
million  for asbestos litigation claims that may be received
after  1999 and probable additional insurance recovery (Note
21);  a  pretax  gain of $37 million from the  sale  of  the
Company's  interest in its former Japanese  affiliate  Asahi
Fiber  Glass  Co. Ltd. (Note 12); and charges  totaling  $42
million  including  valuation  adjustments  associated  with
prior   divestitures,   major  product   line   productivity
initiatives   and   a  contribution  to  the   Owens-Corning
Foundation.  The impact of these special items was to reduce
income  from operations for Building Materials in the United
States,  Europe,  and Canada and other by  $42  million,  $5
million and $3 million, respectively; Composite Materials in
the  United States and Europe by $5 million and $7  million,
respectively; and to increase general corporate  expense  by
$861 million.


<PAGE>                      -35-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

1.           Segment Data (Continued)

During  the  first quarter of 1994, the Company  recorded  a
$117 million pretax charge for productivity initiatives  and
other  actions (Note 18).  The impact of this charge was  to
reduce income from operations for Building Materials in  the
United  States and Canada and other by $50 million  and  $20
million  respectively;  Composite Materials  in  the  United
States,  Europe,  and Canada and other by  $6  million,  $13
million,  and  $3  million, respectively;  and  to  increase
general corporate expense by $25 million.

Identifiable assets by industry and geographic  segment  are
those  assets  that are used in the Company's operations  in
each  industry  and geographic segment and  do  not  include
general  corporate assets.  General corporate assets consist
primarily of cash and cash equivalents, VEBA trust, deferred
taxes,  asbestos  insurance,  and  corporate  property   and
equipment.


<PAGE>                      -36-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

<TABLE>
<S>                               <C>         <C>        <C>   
1.   Segment Data (Continued)

NET SALES                            1996        1995        1994
                                       (In millions of dollars)
Industry Segments

 Building Materials
    United States                 $ 2,253     $ 2,033     $ 1,952
    Europe                            294         264         182
    Canada and other                  140         107         139

      Total Building Materials      2,687       2,404       2,273

 Composite Materials
    United States                     613         610         595
    Europe                            400         459         355
    Canada and other                  132         139         128

      Total Composite Materials     1,145       1,208       1,078

Intersegment sales
  Building Materials                    -           -           -
  Composite Materials                 110          96          99
  Eliminations                       (110)        (96)        (99)

      Net sales                   $ 3,832     $ 3,612     $ 3,351

Geographic Segments

  United States                   $ 2,866     $ 2,643     $ 2,547
  Europe                              694         723         537
  Canada and other                    272         246         267

                                    3,832       3,612       3,351
Intersegment sales
  United States                        98          54          43
  Europe                               37          21          22
  Canada and other                     81          88          91
  Eliminations                       (216)       (163)       (156)

      Net sales                   $ 3,832     $ 3,612     $ 3,351
</TABLE>
                           

<PAGE>                      -37-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

1.           Segment Data (Continued)

<TABLE>
<S>                                        <C>        <C>        <C>        
INCOME (LOSS) FROM OPERATIONS                1996       1995       1994
                                              (In millions of dollars)
Industry Segments

 Building Materials
  United States                             $ 193      $ 195      $ 145
  Europe                                       16         29         26
  Canada and other                             10         13         18

    Total Building Materials                  219        237        189

 Composite Materials
  United States                               165        135        108
  Europe                                       39         64         (8)
  Canada and other                             18         26          9

    Total Composite Materials                 222        225        109

General corporate expense                    (945)       (50)       (72)

    Income (loss) from operations            (504)       412        226

Cost of borrowed funds                        (77)       (87)       (94)

    Income (loss) before provision for
      income taxes                         $ (581)    $  325     $  132

Geographic Segments

  United States                            $  358     $  330     $  253
  Europe                                       55         93         18
  Canada and other                             28         39         27
  General corporate expense                  (945)       (50)       (72)

    Income (loss) from operations            (504)       412        226

  Cost of borrowed funds                      (77)       (87)       (94)

    Income (loss) before provision 
      for income taxes                     $ (581)    $  325     $  132
</TABLE>


<PAGE>                      -38-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

1.           Segment Data (Continued)
<TABLE>
<S>                                       <C>          <C>         <C>
IDENTIFIABLE ASSETS AT
  DECEMBER 31,
                                              1996        1995        1994
                                                (In millions of dollars)

Industry Segments

 Building Materials
  United States                            $  971      $  893      $  718
  Europe                                      239         170         162
  Canada and other                            277         194         136

    Total Building Materials                1,487       1,257       1,016

 Composite Materials
  United States                               385         361         326
  Europe                                      455         388         335
  Canada and other                            239         145         160

    Total Composite Materials               1,079         894         821

 General corporate                          1,283       1,024       1,363

                                            3,849       3,175       3,200
 Investments in affiliates accounted
   for under the equity method                 64          86          74

    Total assets                          $ 3,913     $ 3,261     $ 3,274

Geographic Segments

  United States                           $ 1,356     $ 1,254     $ 1,044
  Europe                                      694         558         497
  Canada and other                            516         339         296
  General corporate                         1,283       1,024       1,363

                                            3,849       3,175       3,200
  Investments in affiliates accounted
    for under the equity method                64          86          74

    Total assets                          $ 3,913     $ 3,261     $ 3,274
</TABLE>


<PAGE>                      -39-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

1.  Segment Data (Continued)

PROVISION FOR DEPRECIATION
  AND AMORTIZATION                           1996        1995        1994
                                               (In millions of dollars)
<TABLE>
<S>                                        <C>          <C>         <C>
Industry Segments

 Building Materials
  United States                            $  52        $  49       $  48
  Europe                                      14           11           6
  Canada and other                             6            8           8

    Total Building Materials                  72           68          62

 Composite Materials
  United States                               22           22          22
  Europe                                      18           18          17
  Canada and other                             8            7           8
  
    Total Composite Materials                 48           47          47

 General corporate                            12           10           9

    Total provision for depreciation
      and amortization                     $ 132        $ 125       $ 118

Geographic Segments
 United States                             $  74        $  71       $  70
 Europe                                       32           29          23
 Canada and other                             14           15          16
 General corporate                            12           10           9
  
   Total provision for depreciation
     and amortization                      $ 132        $ 125       $ 118
</TABLE>
                           

<PAGE>                      -40-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (Continued)
                              
1.  Segment Data (Continued)
<TABLE>
<S>                                     <C>         <C>        <C>
ADDITIONS TO PLANT AND EQUIPMENT
  
                                            1996        1995       1994
                                              (In millions of dollars)
Industry Segments

 Building Materials
   United  States                          $  95       $  60      $  85
   Europe                                     10          36         41
   Canada and other                           36          33          7

     Total Building Materials                141         129        133

 Composite Materials
   United States                              63          37         41
   Europe                                     30          39         35
   Canada and other                           34          18         26

     Total Composite Materials               127          94        102

 General corporate                            57          53         23

     Total additions                      $  325      $  276     $  258

Geographic Segments
  United States                           $  158      $   97     $  126
  Europe                                      40          75         76
  Canada and other                            70          51         33
  General corporate                           57          53         23
   Total additions                        $  325      $  276     $  258
</TABLE>

<PAGE>                      -41-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
<TABLE>
   <S>                                            <C>           <C>
2.  Long-Term Debt
                                                   1996          1995
                                                (In millions of dollars)
    Unsecured U.S. credit facility due in
      1999, variable                              $  35         $  55
    Unsecured U.K. credit facility due
      through 2001, variable                         59             -
    Unsecured European credit facilities due
      through 2002, variable                         41            40
    Unsecured Canadian credit facility due in
      1999, variable                                  -             -
    Guaranteed debentures due in 2001, 10%          150           150
    Debentures due in 2002, 8.875%                  150           150
    Debentures due in 2012, 9.375%                  150           150
    Guaranteed debentures due in 1998, 9.8%         100           100
    Eurobonds due through 2001, 9.814%
      (Note 20)                                      54            63
    Bonds due in 2000, 7.25%, payable in
      Deutsche marks (Note 20)                       50            50
    Notes due through 2002, 6.06% to 8.50%,
      payable in foreign currencies                  14            26
    Other long-term debt due through 2012, at
      rates from 5.375% to 12.47%                    35            45
                                                    838           829
      Less:  Current portion                        (20)          (35)

         Total long-term debt                     $ 818         $ 794
</TABLE>

The  U.S. credit facility has a maximum commitment  of  $475
million at December 31, 1996, of which $109 million was used
for  standby letters of credit and $331 million was  unused.
The rate of interest is either the bank's base rate, or .81%
over the certificate of deposit rate, or .5% over the London
Interbank  Offered Rate (LIBOR).  The rate  of  interest  on
this facility was 6.125% at December 31, 1996.  A commitment
fee  of 1/5 of 1% is charged on the unused portions of  this
facility.

The  U.K. credit facility, payable in British pounds, has  a
commitment  of 35 million British pounds ($59  million  U.S.
dollars)  all of which was used at December 31,  1996.   The
rate  of interest on the facility was 6.61% at December  31,
1996.   The  commitment  fee on any unused  portion  of  the
facility was .31% at December 31, 1996.


<PAGE>                      -42-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

2.  Long-Term Debt (Continued)

The  European credit facilities, payable in Belgian  francs,
have  an aggregate commitment of 1.6 billion Belgian  francs
($51  million  U.S.  dollars) of which 300  million  Belgian
francs ($10 million U.S. dollars) was unused at December 31,
1996.  The  rate of interest on the facilities  ranges  from
3.78% to 3.89% at December 31, 1996.  The commitment fee  on
the unused portions of the facilities range from 3/20 to 1/4
of 1%.

The  Canadian credit facility is payable in Canadian dollars
and has a maximum commitment of 135 million Canadian dollars
($99  million  U.S.  dollars), all of which  was  unused  at
December 31, 1996.  The rate of interest is either .69% over
the  Canadian cost of funds rate, or .5% over LIBOR on  U.S.
deposits, or .6% over the Canadian bankers' acceptance rate.
A  commitment  fee  of 1/5 of 1% is charged  on  the  unused
portions of this facility.

As  is  typical  for bank credit facilities, the  agreements
relating   to   the  facilities  described   above   contain
restrictive  covenants,  including  requirements   for   the
maintenance  of  working  capital,  interest  coverage,  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  1995,  the  Company's  $173  million  issue  of   8%
convertible  junior subordinated debentures were  converted.
The  conversion resulted in the issuance of 5.8 million  new
shares  of common stock.  In conjunction with the conversion
of the debentures, the Company paid fees of approximately $3
million  which  are  reflected  as  other  expenses  on  the
Company's  consolidated statement of  income  for  the  year
ended December 31, 1995.

In November 1994, Owens-Corning Finance (U.K.) plc, a wholly-
owned  subsidiary  of the Company, issued  $140  million  of
Eurobonds.   These  bonds are convertible  into  fixed  rate
preference  shares of Owens-Corning Finance  (U.K.)  plc  in
November 2004 and may be redeemed at any time, at a premium,
at  the  option of the Company. The bonds are guaranteed  by
the  Company  as to payments of principal and  interest  and
rank  similarly with all other senior unsecured debt of  the
Company.  In May 1995, the Company repurchased a portion  of
the $140 million issue of Eurobonds for $77 million.


<PAGE>                      -43-
                              
               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, 1996 are:


                                                 Credit     Other Long-
       Year                                    Facilities    Term Debt
                                               (In millions of dollars)
<TABLE>
<S>                                             <C>          <C>
       1997                                     $   8        $  12
       1998                                        17          115
       1999                                        62           22
       2000                                        27           73
       2001                                        21          171
</TABLE>


             
3.Short-Term Debt
<TABLE>
<S>                                             <C>         <C>            
                                                 1996        1995
                                             (In millions of dollars)

   Balance  outstanding at December 31          $  96       $  64
   Weighted average interest rates on
     short-term debt outstanding at
     December 31                                 6.2%        7.5%
</TABLE>

In  1996  and  1995 the Company entered into  two  revolving
credit  agreements.   During each quarter  the  Company  may
borrow  up to a predetermined amount from $5 million  to  $6
million in 1996 and $13 million to $16 million in 1995.  The
amount  borrowed may be repaid in U.S. dollars at less  than
or equal to the original borrowing, based upon predetermined
British pound or Belgian franc currency exchange rates.  The
agreements  are in effect through 1997 and bear interest  at
market rates in effect at the time of each borrowing.

The  Company had unused short-term lines of credit  totaling
$195 million and $239 million at December 31, 1996 and 1995,
respectively.

In May 1995 the Company repaid its unsecured, variable rate,
short-term bank credit facility that was used to finance the
1994 U.K. acquisition (Note 5).  This facility had a maximum
commitment of $110 million at December 31, 1994.


<PAGE>                      -44-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
4.  Convertible Monthly Income Preferred Securities (MIPS)

In May 1995, Owens-Corning Capital, L.L.C. ("OC Capital"), a
Delaware  limited  liability  company,  all  of  the  common
limited  liability  company interests  in  which  are  owned
indirectly by the Company, completed a private offering of 4
million  shares  of  Convertible  Monthly  Income  Preferred
Securities ("preferred securities").  The aggregate purchase
price  for  the  offering was $200 million.  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).   OC Capital cannot initiate any action relating  to
conversion until after June 1, 1998.  Distributions  on  the
preferred securities are cumulative and are payable  at  the
annual  rate of 6-1/2 percent of the liquidation  preference
of  $50 per preferred security. Distributions of $13 million
and  $8 million have been recorded as other expenses on  the
Company's  consolidated statement of income  for  the  years
ended December 31, 1996 and 1995, respectively.

The Company issued $200 million of 6-1/2 percent Convertible
Subordinated  Debentures  due  2025  to  OC  Capital,  which
represents the sole asset of OC Capital, in exchange for the
proceeds of the offering.  The Company used the proceeds  to
repay  the  $110  million short-term  bank  credit  facility
utilized  for the 1994 U.K. acquisition (Note 5),  with  the
balance  used  to  reduce  borrowings  under  the  Company's
revolving credit facilities.


5.  Acquisitions and Divestitures of Businesses

During  1996,  1995  and  1994,  the  Company  made  several
acquisitions in the Building Materials segment in the United
States  and  Europe,  which  were  consummated  through  the
exchange  of various combinations of common stock and  cash.
The  aggregate purchase price including possible  subsequent
contingent  consideration was $89 million, $126 million  and
$155  million  for  1996, 1995 and 1994, respectively.   The
1996  acquisitions exchanged 472,250 shares of the Company's
common stock and $69 million in cash.  The 1995 acquisitions
exchanged  946,922 shares of the Company's common stock  and
$82  million  in cash of which $1 million was  paid  in  the
first  quarter  of  1996.  The 1994  acquisitions  exchanged
855,556  shares  of  the  Company's common  stock  and  $120
million in cash, net of cash acquired, for all of the assets
and  liabilities of the companies acquired.  The incremental
sales  from  the  acquisitions, in the year of  acquisition,
were $47 million, $41 million and $134 million for the years
ended December 31, 1996, 1995 and 1994, respectively.

The  largest of these acquisitions was the $110 million 1994
acquisition  of  Pilkington Insulation Limited  and  Kitsons
Insulation  Products  Limited,  the  United  Kingdom   based
insulation manufacturing and industrial supply businesses of
Pilkington PLC.


<PAGE>                      -45-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
5.  Acquisitions and Divestitures of Businesses (Continued)

The  initial  purchase  price  allocations  were  based   on
preliminary  estimates of fair market value and are  subject
to  revision.  The 1996 acquisitions include goodwill of $32
million.  The  1995 acquisitions included  goodwill  of  $97
million  and  non-competition agreements of $3 million.  The
1994  acquisitions included goodwill of $78 million and non-
competition agreements of $6 million. The goodwill and  non-
competition  agreements are being amortized on  a  straight-
line basis over 40 years and 7 years, respectively.

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 acquisition dates. The pro forma effect of
the  acquisitions  was not material to net  income  for  the
years ended December 31, 1996, 1995 or 1994.

On  September  30, 1994, the Company entered  into  a  joint
venture with Alpha Corporation of Tennessee, whereby the two
companies combined their existing resin businesses  to  form
Alpha/Owens-Corning,  L.L.C., the  largest  manufacturer  of
polyester  resins  in North America. This joint  venture  is
being  accounted for under the equity method.  For the  nine
months  ended  September 30, 1994 resin  sales  totaled  $58
million   and  were  included  in  the  Composite  Materials
segment.

Late  in  the fourth quarter of 1994, the Company  completed
the  sale  of  its  underground storage  tank  manufacturing
business.   Sales for this business totaled $41  million  in
1994 and were included in the Building Materials segment.

6.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  one  of  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.


<PAGE>                      -46-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
6.  Postemployment  and  Postretirement  Benefits  Other  Than
    Pensions (Continued)

Effective January 1, 1994, the Company adopted Statement  of
Financial   Accounting  Standards   No.   106,    Employers'
Accounting  for Postretirement Benefits Other Than  Pensions
for its non-U.S. plans.  Accordingly, the projected cost  of
postretirement  benefits is charged to  expense  during  the
years  in  which  eligible employees  render  service.   The
cumulative  effect of the adoption of this  standard  was  a
charge  of  $10  million, or $.20 per share.   (The  Company
adopted  Statement  No.  106 for its  U.S.  plans  effective
January 1, 1991.)

The  following  table reconciles the status of  the  accrued
postretirement benefits cost liability at October  31,  1996
and  1995, as reflected on the balance sheet at December 31,
1996 and 1995:

<TABLE>
<S>                                           <C>           <C>
                                                1996          1995
                                             (In millions of dollars)
Accumulated Postretirement Benefits 
  Obligation:
    Retirees                                  $ (191)       $ (194)
    Fully eligible active plan 
      participants                               (28)          (21)
    Other active plan participants               (58)          (54)

Funded status                                   (277)         (269)

Unrecognized net gain                            (10)          (11)
Unrecognized net reduction in 
  prior service cost                             (52)          (72)

Benefit payments subsequent to 
  the valuation date                               4             3

Accrued postretirement benefits 
  cost liability (includes current 
  liabilities of $22 million and
  $19 million in 1996 and 1995, 
  respectively)                               $ (335)      $ (349)
</TABLE>

The net postretirement benefits cost for 1996, 1995 and 1994
included the following components:

<TABLE>
<S>                                          <C>        <C>       <C>
                                             1996       1995      1994
                                             (In millions of dollars)

 Service  cost                               $  8       $  7      $  8
 Interest cost on accumulated post-
   retirement benefits obligation              19         19        19
 Net amortization and deferral                (20)       (24)      (20)
 Net postretirement benefits cost            $  7       $  2      $  7
</TABLE>


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

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

For  measurement purposes, a 10% annual rate of increase  in
the  per  capita  cost  of covered health  care  claims  was
assumed for 1997.  The rate was assumed to decrease to  9.5%
for  1998,  then decrease gradually to 6.0%  by  2005.   The
health  care  cost trend rate assumption has  a  significant
effect  on  the amounts reported.  To illustrate, increasing
the  assumed  health care cost trend rate by one  percentage
point   in   each   year  would  increase  the   accumulated
postretirement benefits obligation as of October  31,  1996,
by $16 million and the aggregate of the service and interest
cost components of net postretirement benefits cost for  the
year  then  ended by $2 million. The discount rate  used  in
determining   the   accumulated   postretirement    benefits
obligation was 7.8% in 1996, 7.5% in 1995, and 8.5% in 1994.

Effective January 1, 1994, the Company adopted Statement  of
Financial   Accounting   Standards   No.   112,   Employers'
Accounting  for  Postemployment  Benefits.   This   standard
requires the Company to recognize 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  cumulative effect of the adoption of this standard  was
an  undiscounted charge of $28 million, or $.56  per  share,
net of related income taxes of $18 million.

The  following  table reconciles the status of  the  accrued
postemployment benefits cost liability at October  31,  1996
and  1995, as reflected on the balance sheet at December 31,
1996 and 1995:

<TABLE>
  <S>                                  <C>         <C>                               
                                         1996         1995
                                      (In millions of dollars)
  Funded status                        $  (34)     $  (40)

  Unrecognized net gain                    (6)         (2)

  Benefit payments subsequent 
    to the valuation date                   -           1

  Accrued postemployment benefit 
    cost liability (includes 
    current liabilities of $4 
    million in 1996 and 1995)          $  (40)     $  (41)
</TABLE>

The  net postemployment benefits expense was $2 million,  $2
million   and   $3   million  for  1996,  1995   and   1994,
respectively.


<PAGE>                      -48-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
6.  Postemployment  and  Postretirement  Benefits  Other  Than
    Pensions (Continued)

In  December  1995,  the  Company  established  a  Voluntary
Employees'  Beneficiary Association (VEBA)  trust  to  cover
certain employee welfare and postretirement benefits  to  be
paid in 1996 and early 1997.  The funded status of the trust
at  December  31,  1996, is $19 million,  all  of  which  is
current.   At  December 31, 1995 the funded  status  of  the
trust  was  $64 million, of which $13 million was classified
as long-term.


7.  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 number  of  years  of
service.   Company contributions to these pension plans  are
based on the calculations of independent actuaries using the
projected unit credit method.  Plan assets consist primarily
of  equity  securities  with the  balance  in  fixed  income
investments.    The   unrecognized   cost   of   retroactive
amendments and actuarial gains and losses are amortized over
the  average  future  service period  of  plan  participants
expected to receive benefits.

In  August of 1995, the Company amended the pension plan for
U.S.  salaried employees to change from a final average  pay
formula  to a cash balance formula.  The new plan provisions
became effective on January 1, 1996.  The change resulted in
a  reduction  in  the projected benefit  obligation  of  $20
million.   The change is expected to reduce pension  expense
in  the future through the amortization of the reduction  in
the  projected benefit obligation, reduced service cost  and
reduced  interest cost on the projected benefit  obligation.
The  reduction in pension expense for 1996 and 1995 was  $13
million and $4 million, respectively.


<PAGE>                      -49-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
7.  Pension Plans (Continued)

Pension  expense  for the Company's defined benefit  pension
plans includes the following:

<TABLE>
<S>                                     <C>       <C>       <C> 
                                         1996      1995      1994
                                         (In millions of dollars)

 Service cost                           $  14     $  20     $  22
 Interest cost on projected 
   benefit obligation                      62        64        58
 Actual return on plan assets            (106)     (114)      (13)
 Net amortization and deferral             25        30       (64)

 Net pension expense                     $ (5)    $   -     $   3
</TABLE>


The  funded  status  at October 31,  1996  and  1995  is  as
follows:

<TABLE>
<S>                                     <C>      <C>       <C>       <C> 
                                             1996               1995
                                            (In millions of dollars)
                                         Over     Under     Over      Under
                                        Funded   Funded    Funded    Funded

 Vested benefit obligation             $  679   $   19    $  359    $  312

 Accumulated benefit obligation        $  757   $   21    $  395    $  355

 Plan assets at fair value             $  839   $   10    $  500    $  316

 Projected benefit obligation             805       29       447       365

 Plan assets in excess of 
   (less than) projected 
   benefit obligation                      34      (19)       53       (49)

 Unrecognized loss                         53        9        15        59
 Unrecognized prior service cost          (55)       1       (30)      (31)
 Unrecognized transition amount           (41)       -       (35)      (11)
 Adjustment to minimum liability            -       (5)        -        (7)

 Net pension liability (includes
   current liabilities of $3 million 
   in 1996 and $2 million in 1995 
   and noncurrent assets of $43 
   million in 1996 and $41 
   million in 1995)                    $   (9)  $  (14)   $    3    $  (39)
</TABLE>


<PAGE>                      -50-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
7.  Pension Plans (Continued)
                              
The  1996, 1995 and 1994 primary actuarial assumptions  used
for pension plans were:
<TABLE>
<S>                                      <C>       <C>      <C>
                                         1996      1995     1994

 Discount rate                           7.8%      7.5%     8.5%
 Expected long-term rate of return
   on plan assets                        9.0%      9.0%     9.5%
 Rate of compensation increase           5.1%      5.1%     5.1%
</TABLE>

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  $10  million  in
1996, $12 million in 1995, and $10 million in 1994.

8.  Income Taxes

<TABLE>
<S>                                   <C>       <C>       <C> 
                                        1996      1995      1994
                                        (In millions of dollars)
Income (loss) before provision
  (credit) for income taxes:

    U.S.                              $ (622)   $  226    $  119
    Foreign                               41        99        13

      Total                           $ (581)   $  325    $  132

Provision (credit) for income taxes:

  Current
    U.S.                              $  (36)   $  (45)    $   (2)
    State and local                       (6)       (4)        (7)
    Foreign                               12        13          5

      Total current                      (30)      (36)        (4)

  Deferred
    U.S.                                (211)      113         51
    State and local                      (48)       15         13
    Foreign                                1        14         (2)

      Total deferred                    (258)      142         62


      Total provision (credit) for
        income taxes                   $(288)   $  106     $   58
</TABLE>
                           

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

8.   Income Taxes (Continued)

The  reconciliation between the U.S. federal statutory  rate
and the Company's effective income tax rate is:
<TABLE>
<S>                                    <C>        <C>       <C>
                                        1996      1995      1994

U.S. federal statutory rate            (35)%       35%       35%
State and local income taxes            (6)         2         3
Adjustment of tax reserves due 
  to favorable legislation              (5)         -         -
Operating losses of foreign 
  subsidiaries                           -          -         7
Utilization of research and 
  development credits                    -         (3)        -
Utilization of operating loss 
  carryforwards                         (1)         -        (7)
Utilization of tax loss carryback        -         (2)        -
Adjustment of valuation allowances      (1)         -         -
Other                                   (2)         1         6
Effective tax rate                     (50)%       33%       44%
</TABLE>

As  of  December 31, 1996, the Company has not provided  for
withholding  or  U.S. federal income taxes on  approximately
$211  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  $22  million of deferred income  taxes  would
have been provided.

During 1996 and 1995, the Company utilized tax net operating
loss  carryforwards for certain of its foreign  subsidiaries
and  certain of its state tax jurisdictions of approximately
$7  million  and $2 million, respectively.  At December  31,
1996  the  Company had tax net operating loss  carryforwards
for  certain of its foreign subsidiaries and certain of  its
state  tax  jurisdictions of approximately $63  million,  of
which $40 million expire through 2011, and the remaining $23
million of which have an indefinite carryforward.

The  cumulative  temporary differences giving  rise  to  the
deferred tax assets and liabilities at December 31, 1996 and
1995 are as follows:


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

8.  Income Taxes (Continued)

<TABLE>
<S>                               <C>       <C>          <C>         <C>        
                                         1996                   1995
                                  Deferred   Deferred    Deferred   Deferred
                                    Tax        Tax         Tax        Tax
                                   Assets   Liabilities   Assets  Liabilities
                                            (In millions of dollars)
  Asbestos  litigation claims     $ 525     $   -        $ 244       $   -
  Other employee benefits           157         -          160           -
  Pension plans                      22        11           23          13
  Depreciation                        -       200            -         169
  Operating loss carryforwards       63         -           42           -
  State and local taxes               -        38            -          21
  Other                             140        56          102          26
    Subtotal                        907       305          571         229
  Valuation  allowances             (22)        -          (20)          -
  Total deferred taxes            $ 885     $ 305        $ 551       $ 229
</TABLE>

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

9.Science and Technology Expenses

Science   and  technology  expenses  include  research   and
development  costs of $78 million in 1996,  $69  million  in
1995, and $64 million in 1994.  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.

10.Accounts Receivable Securitization

In   1996  and  1995,  the  Company  sold  certain  accounts
receivable of its Building Materials operations  to  a  100%
owned  subsidiary,  Owens-Corning Funding  Corporation  ("OC
Funding").   In  December 1994, OC Funding  entered  into  a
three-year  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
$100  million.  At December 31, 1996 and 1995, $100  million
have  been sold under this agreement and the sale  has  been
reflected  as  a  reduction of accounts  receivable  in  the
Company's  consolidated balance sheet.  The discount  of  $6
million  on the receivables sold has been recorded as  other
expenses  on the Company's consolidated statement of  income
for the years ended December 31, 1996 and 1995.

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.


<PAGE>                      -53-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
11.  Inventories

Inventories are summarized as follows:
<TABLE>
<S>                                   <C>           <C>
                                       1996          1995
                                    (In millions of dollars)

  Finished goods                      $ 273         $ 210
  Materials and supplies                149           127
  FIFO inventory                        422           337

  Less:  Reduction to LIFO basis        (82)          (84)
                                      $ 340         $ 253
</TABLE>

Approximately  $216  million  and  $175  million   of   FIFO
inventories  were valued using the LIFO method  at  December
31, 1996 and 1995, respectively.

During  1995  and  1994, certain inventories  were  reduced,
resulting  in  the  liquidation  of  LIFO  inventory  layers
carried  at lower costs in prior years as compared with  the
current  cost  of inventory.  The effect of these  inventory
reductions was to reduce 1995 and 1994 cost of sales  by  $7
million and $3 million, respectively.

12. Investments in Affiliates

At  December  31,  1996 and 1995, 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
                                             1996         1995

  Alpha/Owens-Corning, L.L.C. (USA)           50%          50%
  Amiantit  Fiberglass Industries,  
    Ltd.  (Saudi  Arabia)                     30%          30%
  Arabian Fiberglass Insulation 
  Company, Ltd. (Saudi Arabia)                49%          49%
  Asahi Fiber Glass Company, Ltd. 
    (Japan)                                    -           28%
  Knytex Company, L.L.C. (USA)                50%          50%
  LG Owens-Corning Corp. (Korea)              30%          31%
  OC Andercol Tuberias S.A. (Colombia)        50%           -
  OC India (India)                            49%           -
  OC Yapi Merkezi Boru Sanayi Ve'
    Ficaret (Turkey)                          50%           -
  Owens-Corning Canos, S.A. (Argentina)       50%          50%
  Owens-Corning Eternit Rohre GmbH 
    (Germany)                                 50%          50%
  Owens-Corning Pipe Botswana (Pty.),
    Ltd. (Botswana)                           49%          49%
  Owens-Corning Tubs S.A. (Spain)             50%          50%
  Siam Fiberglass Co., Ltd. (Thailand)        17%          20%
  Vitro-Fibras, S.A. (Mexico)                 40%          40%
</TABLE>


Early  in  1996, the Company sold its ownership interest  in
its  Japanese  affiliate Asahi Fiber  Glass  Co.  Ltd.,  and
recorded a pretax gain of $37 million.


<PAGE>                      -54-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

12. Investments in Affiliates  (Continued)

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

<TABLE>
<S>                                  <C>      <C>        <C>          
                                      1996     1995     1994
                                     (In millions of dollars)

At December 31:
 Current assets                      $ 200    $ 338      $ 328
 Noncurrent assets                     259      503        513
 Current liabilities                   149      340        331
 Noncurrent liabilities                168      236        250
For the year:
 Net sales                             516      962        630
 Gross margin                          126      178         96
 Net income                             36       47          7
</TABLE>

The  Company's equity in undistributed net income of  affiliates
was $3 million at December 31, 1996.


13.  Accounts Payable and Accrued Liabilities
<TABLE>
<S>                                        <C>          <C>                
                                             1996         1995
                                          (In millions of dollars)

  Accounts payable                         $  379       $  302
  Payroll and vacation pay                     84           87
  Payroll, property, and miscellaneous
    taxes                                      35           39
  Other employee benefits liability 
    (Note 6)                                   26           23
  Other                                       181          136
                                           $  705       $  587
</TABLE>
                              
        
<PAGE>                      -55-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

14. 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>
                                    1996      1995      1994
                                    (In millions of dollars)

  Income taxes                     $ (25)    $ (34)     $ (4)
  Cost of borrowed funds              86        94        97
</TABLE>

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

See  Notes  2 and 5 for supplemental disclosure of  non-cash
investing and financing activities.


15. 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 $87 million in 1996, $63 million in 1995, and
$54  million  in  1994.  At December 31, 1996,  the  minimum
future   rental  commitments  under  noncancellable   leases
payable over the remaining lives of the leases are:

<TABLE>
                    <S>                 <C>
                                    Minimum Future
                    Period        Rental Commitments
                               (In millions of dollars)

                     1997               $  66
                     1998                  57
                     1999                  41
                     2000                  28
                     2001                  17
                     2002 through 2015    107
                                        $ 316
</TABLE>


<PAGE>                      -56-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

16. Stock Compensation Plans

The  Company has four 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 and restricted
stock.   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 1996 and 1995, the total  number  of
shares  available  under  the Plans  for  stock  awards  was
2,236,577  and 1,924,271 shares, respectively.  During  1995
an  advance  of  54,355  shares  was  taken  from  the  1996
allocation for SPIP.  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  1996 and 1995, respectively,  1,102,510
  and 1,006,950 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 the date of grant and  is
  recognized  on  a  straight-line  basis  over  the  vesting
  period.   Stock  restrictions lapse, subject  to  alternate
  vesting   plans  for  death,  disability,  approved   early
  retirement   and  involuntary  termination,  over   various
  periods  ending in 2006.  At December 31, 1996, the Company
  had  376,409 shares of restricted stock outstanding. During
  1996  and  1995,  78,510 and 148,924 shares  of  restricted
  shares  were  granted, respectively.  The  weighted-average
  grant-date  fair value for shares granted  was  $42.67  and
  $40.78 for 1996 and 1995, respectively.
 
  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.   Officers, other than the Chief Executive Officer,
  earn  any  portion  of their award not  earned  during  the
  performance  period  seven  years  after  the  end  of  the
  performance  period,  if their employment  continues  until
  that  time.   Compensation expense  is  measured  based  on
  market  price of the Company's common stock on the date  of
  grant and is
 
 
<PAGE>                      -57-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

16.  Stock Compensation Plans (Continued)

  amortized over the performance period, approximately  three
  years.  At December 31, 1996, the Company had 63,300  units
  outstanding.   During  1996 and 1995, respectively,  38,200
  and  27,300, performance shares were granted. The weighted-
  average  grant-date  fair  value  for  shares  granted  was
  $43.79 and $45.00 for 1996 and 1995, respectively.

  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. Officers, other than the  Chief
  Executive  Officer, earn any portion of   their  award  not
  earned during the performance period seven years after  the
  end   of   the  performance  period,  if  their  employment
  continues   until  that  time.  Compensation   expense   is
  measured  based  on  market price of the  Company's  common
  stock   and  is  amortized  over  the  performance  period,
  approximately  three  years.   At  December  31,  1996  the
  Company  had  124,600  units of phantom  performance  units
  outstanding.   During  1996 and  1995,  79,600  and  56,000
  units, respectively, were awarded.
 
The Company also has a plan to award stock, receipt of which
may  be  deferred  at the discretion of the  directors,  and
stock  options  to nonemployee directors,  of  which  70,000
shares  were  available for this purpose as of December  31,
1996.   In 1996, 30,000 options and 4,000 stock awards  were
granted, of which 1,000 were issued in conjunction with  the
plan for nonemployee directors.  In 1995, 10,000 options and
4,000  stock awards were granted, of which 2,000 were issued
in  conjunction with the plan for nonemployee directors. The
weighted-average  grant-date fair value for  shares  granted
was $39.63 and $35.25 for 1996 and 1995, respectively.

Under  a prior plan the Company had 5,417 and 7,211 deferred
stock  awards  outstanding, at December 31, 1996  and  1995,
respectively.  Under  the terms of  this  plan,  no  further
awards may be made.

The  Company  applies Financial Accounting  Standards  Board
Statement  No.  123 (SFAS 123) in accounting for  its  stock
based  compensation plans. In accordance with SFAS  123  the
Company applies Accounting Principles Board Opinion  No.  25
and  related  Interpretations for expense recognition.   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 $8 million and $3 million in 1996 and 1995,
respectively.

A  summary  of the status of the Company's plans that  issue
options as of December 31, 1996 and 1995 and changes  during
the years ending on those dates is presented below:



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

16.  Stock Compensation Plans (Continued)

<TABLE>
<S>                    <C>         <C>           <C>          <C>
                               1996                     1995
                                   Weighted                   Weighted
                         Number    Average       Number       Average
                           of      Exercise        of         Exercise
                         Shares     Price        Shares        Price

Beginning of year      3,943,110   $  33.34     3,290,454     $  31.55

Options granted        1,132,510   $  42.92     1,016,950     $  37.46

Options exercised       (142,232)  $  30.60      (300,663)    $  27.18

Options canceled         (38,949)  $  41.01       (63,631)    $  35.67

End of year            4,894,439   $  35.59     3,943,110     $  33.34

Exercisable            2,872,156   $  32.66     2,107,427     $  30.97

Weighted-average
fair-value of 
options granted 
during the year                    $  12.50                   $  11.24
</TABLE>

The following table summarizes information about options outstanding at 
December 31, 1996:

<TABLE>
<S>                     <C>                      <C>           <C>       
                                      Options Outstanding 
               
     Range of               Number                  Weighted-Average 
     Exercise            Outstanding           Remaining       Exercise   
      Prices             at 12/31/96        Contractual Life     Price     

$ 17.86  -  26.875         666,035                3.8          $ 23.08      
  27.00  -  31.50          564,321                5.0          $ 30.63      
  31.625 -  34.875         831,006                7.0          $ 32.25      
  35.00  -  40.50        1,707,092                7.3          $ 38.75    
  40.625 -  47.00        1,125,985                9.1          $ 43.15    
</TABLE>

<TABLE>
<S>                     <C>                   <C>
                              Options Exercisable

      Range of             Number             Weighted  
      Exercise          Exercisable           Average 
       Prices           at 12/31/96        Exercise Price

 $ 17.86  - 26.875         666,035            $ 23.08
   27.00  - 31.50          551,655            $ 30.62
   31.625 - 34.875         561,350            $ 32.21
   35.00  - 40.50        1,035,088            $ 39.53
   40.625 - 47.00           58,028            $ 43.95  
</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>  
          Assumptions                 1996         1995

     Risk-free interest rate          6.04%        5.96%
     Expected life                  5 years      5 years
     Expected volatility             24.39%       26.25%
     Expected dividends               1.43%        1.43%
</TABLE>


<PAGE>                      -59-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

16.  Stock Compensation Plans (Continued)

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,
Accounting  for Stock-Based Compensation, the Company's  net
income and earnings per share would have been reduced to the
pro forma amounts indicated below:

<TABLE>
     <S>                                <C>               <C>       <C>        
                                                            1996     1995

     Net income                         As reported       $ (284)   $  231
                                        Pro forma         $ (288)   $  230

     Primary earnings per share         As reported       $(5.50)   $ 4.64
                                        Pro forma         $(5.57)   $ 4.62

     Fully diluted earnings per share   As reported       $(5.50)   $ 4.40
                                        Pro forma         $(5.57)   $ 4.38
</TABLE>

The  Company cautions that the pro forma net income and  per
share   results  in  the  initial  years  of  adoption   are
overstated  due to the recognition of pro forma compensation
cost over the vesting period.

17.  Share Purchase Rights

In  December 1996, the Company's Board of Directors declared
a  dividend  distribution  of one preferred  share  purchase
right for each share of the Company's common stock. The  new
rights  replaced preferred share purchase rights  issued  in
1986,  which  expired on December 30, 1996. 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  are  currently   no
preferred shares outstanding.

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  (or, if the Company is subsequently acquired  in  a
merger  or  other business combination, such shares  of  the
acquiring  or  surviving company) having a market  value  of
twice the exercise price of the right.


<PAGE>                      -60-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

18.  Restructuring of Operations and Other Actions

During  the  fourth quarter of 1996, the Company recorded  a
$43  million  pretax  charge  for  restructuring  and  other
actions  which  includes 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  include  $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 represents severance  costs
associated  with  the  elimination of nearly  400  positions
worldwide.   The   primary  employee   group   affected   is
manufacturing personnel.

During  1994,  the  Company recorded a $117  million  pretax
charge for productivity initiatives and other actions  aimed
at  reducing costs and enhancing the Company's speed, focus,
and   efficiency.   This  $117  million  pretax  charge  was
comprised  of  an  $89  million charge associated  with  the
restructuring of the Company's business segments, as well as
a $28 million charge, primarily composed of costs associated
with  the  administration of the Company's former commercial
roofing   business.   The  components  of  the  $89  million
restructure included:  $44 million for personnel reductions,
$20  million for divestiture of non-strategic businesses and
facilities,  $22 million for business realignments,  and  $3
million  for  other  actions.  The  $44  million  cost   for
personnel  reductions primarily represents  severance  costs
associated  with  the  elimination of nearly  400  positions
worldwide.   The  primary employee groups affected  included
science    and    technology,   field    sales,    corporate
administrative,  and commercial roofing and  resin  business
personnel.

19.  Glass Melting Furnace Rebuilds

Effective  January 1, 1994, the Company adopted the  capital
method  of  accounting  for  the cost  of  rebuilding  glass
melting  furnaces.  Under this method, costs are capitalized
when  incurred  and  depreciated over the  estimated  useful
lives  of  the  rebuilt  furnaces. Previously,  the  Company
established a reserve for the future rebuilding costs of its
glass  melting furnaces through a charge to earnings between
dates  of  rebuilds.   The  change  to  the  capital  method
provides a more appropriate measure of the Company's capital
investment  and is consistent with industry  practice.   The
cumulative  effect  of this change in accounting  method  in
1994  was an increase to earnings of $123 million, or  $2.45
per  share, net of related income taxes of $54 million.  The
effect  of this change in accounting method was to  increase
depreciation   expense   and   eliminate   furnace   rebuild
provision.


<PAGE>                      -61-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

20.  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  are  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, 1996    December 31, 1995
                                   (In millions of dollars)

  Forward currency exchange
    contracts                     $ 128                $ 234
  Combined interest rate 
    currency swaps                  120                   70
  Options purchased                  22                   25
  Currency swaps                    120                  120
  Interest rate swaps                50                  150
  Treasury rate locks                29                    -

</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, 1996, the  Company  has  31
forward  currency exchange contracts maturing in 1997  which
exchange  3.9  billion  Belgian  francs,  33  million   U.S.
dollars,  17  million  British  pounds,  89  million  French
francs,   12   billion  Italian  lira,  and  various   other
currencies.   As  of December 31, 1995, the Company  had  21
forward  currency exchange contracts which matured  in  1996
and  exchanged 2.7 billion Belgian francs, 19  million  U.S.
dollars,  11  million  British pounds,  117  million  French
francs,   17   billion  Italian  lira,  and  various   other
currencies.   Gains  and  losses on these  foreign  currency
hedges  are  included in the carrying amount of the  related
assets  and  liabilities.  At December 31,  1996  and  1995,
deferred  gains and losses on these foreign currency  hedges
are not material to the consolidated financial statements.


<PAGE>                      -62-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
20.  Derivative  Financial  Instruments  and  Fair  Value   of
     Financial Instruments (Continued)

The Company entered into forward currency exchange contracts
to   hedge   its  equity  investments  in  certain   foreign
subsidiaries and to manage its exposure against fluctuations
in  foreign  currency rates.  As of December 31,  1995,  the
Company  had  two forward currency exchange  contracts  that
matured  in  1996 which exchanged 1 billion  Belgian  francs
against  approximately 34 million U.S. dollars to hedge  its
equity  investments in certain of its European subsidiaries.
At  December 31, 1995, losses of $4 million on hedges of net
investments   in  foreign  subsidiaries  were  included   in
stockholders' equity.

The Company entered into forward currency exchange contracts
to  reduce  its  exposure to currency  fluctuations  on  the
proceeds of the sale of its investment in Asahi Fiber  Glass
Company,  Ltd. (Note 12).  Gains of $4 million are  included
in  other  income in 1996 as part of the total gain  on  the
sale.

The Company entered into forward currency exchange contracts
to  reduce  its  exposure to currency  fluctuations  on  the
anticipated  1995 earnings of certain European subsidiaries.
The  nine forward currency exchange contracts which  matured
in  1995, exchanged 412 million Belgian francs and 8 million
British   pounds  against  approximately  25  million   U.S.
dollars.  Gains and losses on these foreign currency  hedges
were  included in income in the period in which the exchange
rates  changed.  Gains  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,  1996,  the
Company  has  three  combined interest rate  currency  swaps
maturing  in  1999 to manage this exposure. These  contracts
exchange  921  million  Belgian francs,  50  million  French
francs  and 17 million Dutch guilders.  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.  The  deferred
gains  and losses on the differential interest rate  changes
are not material to the consolidated financial statements in
1996.

The   Company   enters  into  option  contracts   to   hedge
anticipated   transactions  with  certain  of  its   foreign
subsidiaries.   As  of December 31, 1996,  the  Company  has
eight currency option contracts maturing in 1997 which hedge
the   1997   royalty  payments  of  the  Company's  European
subsidiaries.  As of December 31, 1996, the currency  option
contracts exchanged 446 million Belgian francs and 5 million
British   pounds  against  approximately  22  million   U.S.
dollars.   As  of December 31, 1995, the Company  had  eight
currency  option  contracts  which  exchanged  526   million
Belgian   francs  and  6  million  British  pounds   against
approximately  25  million  U.S.  dollars.   Gains  on   the
Company's  hedges  of  these  anticipated  transactions  are
included as deferred revenue. At December 31, 1996 and 1995,
deferred gains on option contracts are not material  to  the
consolidated financial statements.


<PAGE>                      -63-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
20.  Derivative  Financial  Instruments  and  Fair  Value   of
     Financial Instruments (Continued)

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  remaining
Eurobonds  through  2002.  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,  1996  and 1995, $5 million and $7 million, respectively
of unamortized gain on the four cross-currency interest rate
swaps is included in other liabilities.

The  Company  has a cross-currency interest rate  conversion
agreement 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%.

The  Company enters into interest rate swaps to  manage  its
interest  rate risk.  As of December 31, 1996,  the  Company
has  one interest rate swap agreement 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,  1996,  this amount was not material to the consolidated
financial statements.  As of December 1995, the Company  had
four  interest rate swap agreements to reduce  the  interest
rates on its fixed rate borrowings.  These agreements, which
were  terminated in 1996, effectively converted an aggregate
principal  amount  of $150 million of fixed  rate  long-term
debt  into  variable rate borrowings.  The $8  million  gain
recognized  from  the termination of these  swaps  is  being
amortized over the remaining life of the debt.

As  of  December 31, 1996, the Company has one  cash-settled
treasury  rate  lock  as  a  hedge  against  interest   rate
fluctuations   on   a  lease  commitment.    This   contract
effectively locks in a treasury rate of 6.015% on a notional
amount of $29 million. The differential interest to be  paid
or  received  at the contract termination date, March  1997,
will be deferred and amortized over the life of the lease.


<PAGE>                      -64-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
20.  Derivative  Financial  Instruments  and  Fair  Value   of
     Financial Instruments (Continued)

Other Financial Instruments with Off-Balance-Sheet Risk

As   of   December  31,  1996  and  1995,  the  Company   is
contingently liable for guarantees of indebtedness  owed  by
certain  unconsolidated affiliates of $57  million  and  $44
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,  1996 and 1995,  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.

    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.


<PAGE>                      -65-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
20.  Derivative  Financial  Instruments  and  Fair  Value   of
     Financial Instruments
     (Continued)

The   estimated  fair  values  of  the  Company's  financial
instruments  as  of December 31, 1996 and 1995,  which  have
fair  values different than their carrying amounts,  are  as
follows:

                                        1996                  1995
                                  Carrying   Fair        Carrying   Fair
                                   Amount   Value         Amount   Value
                                          (In millions of dollars)
<TABLE>
<S>                                <C>     <C>           <C>      <C>
Assets:
  Long-term notes 
    receivable                     $  23   $  21         $  24    $  22

Liabilities:
  Long-term debt                     818     881           794      875

Off-Balance-Sheet Financial
Instruments - Unrealized gains
  Foreign currency swaps               -      32             -       39
  Interest rate swaps                  -       1             -       14
  Combined interest rate
    currency swaps                     -       1             -        -

</TABLE>

As   of   December  31,  1996  and  1995,  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.

As  of  December  31, 1996 and 1995, the  Company  has  also
entered  into  certain  forward  currency  exchange   option
contracts and treasury rate locks, the fair values of  which
are not material to the consolidated financial statements.


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

21.  Contingent Liabilities

ASBESTOS LIABILITIES

The   Company   is   a   co-defendant  with   other   former
manufacturers,  distributors  and  installers  of   products
containing  asbestos  and  with  miners  and  suppliers   of
asbestos  fibers (collectively, the "Producers") in personal
injury  and property damage litigation.  The personal injury
claimants  generally allege injuries to their health  caused
by   inhalation  of  asbestos  fibers  from  the   Company's
products.   Most of the claimants seek punitive  damages  as
well  as  compensatory damages.  The property damage  claims
generally  allege  property damage  to  school,  public  and
commercial buildings resulting from the presence of products
containing  asbestos.  Virtually all of the asbestos-related
lawsuits  against the Company 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.

Status

As  of  December  31, 1996, approximately  157,900  asbestos
personal injury claims were pending against the Company,  of
which  36,400  were received in 1996.  The Company  received
approximately  55,900 such claims in  1995,  and  29,100  in
1994.

Many  of the recent claims appear to be the product of  mass
screening programs and not to involve malignancies or  other
significant   asbestos  related  impairment.   The   Company
believes  that at least 40,000 of the recent claims  involve
plaintiffs  whose  pulmonary  function  tests  (PFTs)   were
improperly  administered  or  manipulated  by  the   testing
laboratory  or  otherwise inconsistent with  proper  medical
practice,  and  it  is  investigating a  number  of  testing
organizations and their methods.  In 1996 the Company  filed
suit  in  federal court against the owners and operators  of
certain  pulmonary  function  testing  laboratories  in  the
southeastern   U.S.   challenging  such   improper   testing
practices. This matter is now in active pre-trial discovery.

During  1996 the Company was engaged in discussions  with  a
group  of approximately 30 leading plaintiffs' law firms  to
explore   approaches  toward  resolution  of  its   asbestos
liability.  The discussions involved the possible resolution
of  both pending claims and claims that may be filed in  the
future.   The  law  firms involved in the  talks  agreed  to
refrain  from  serving any further asbestos  claims  on  the
Company  unless they involved malignancies.  This agreement,
which  expired  as to certain of the firms  on  November  1,
1996,   was  extended  until  January  1,  1997,  by   firms
representing   a   substantial   majority   of   the   cases
historically  filed  by the group. This agreement  may  have
impacted the number of cases received by the Company  during
the second, third and fourth quarters of 1996.


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

21.  Contingent Liabilities (Continued)

Through  December  31, 1996, the Company  had  resolved  (by
settlement  or  otherwise)  approximately  183,300  asbestos
personal injury claims, including the dismissal in May 1996,
for  lack of medical proof, of approximately 15,000 maritime
cases which named Owens Corning as a defendant, resulting in
an  11,700 case reduction in the backlog after reduction for
duplicate cases and cases previously settled.  During  1994,
1995,  and  1996, the Company resolved approximately  60,600
asbestos personal injury claims, over 99% without trial, and
incurred  total  indemnity  payments  of  $626  million  (an
average of about $10,300 per case).

The  Company's  indemnity payments have varied  considerably
over  time  and  from case to case, and are  affected  by  a
multitude  of factors.  These include the type and  severity
of   the   disease   sustained  by   the   claimant   (i.e.,
mesothelioma, lung cancer, other types of cancer, asbestosis
or  pleural  changes); the occupation of the  claimant;  the
extent  of  the  claimant's exposure to  asbestos-containing
products manufactured, sold or installed by the Company; the
extent  of  the  claimant's exposure to  asbestos-containing
products manufactured, sold or installed by other Producers;
the   number  and  financial  resources  of  other  Producer
defendants;  the  jurisdiction  of  suit;  the  presence  or
absence  of other possible causes of the claimant's illness;
the  availability  or  not of legal  defenses  such  as  the
statute  of  limitations or state of the  art;  whether  the
claim  was resolved on an individual basis or as part  of  a
group  settlement;  and whether the claim  proceeded  to  an
adverse verdict or judgment.

Insurance

As  of December 31, 1996, the Company had approximately $329
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 1997 and beyond under agreements  with  the
carriers  confirming such coverage.  All  of  the  Company's
liability  insurance policies cover indemnity  payments  and
defense  fees  and  expenses subject  to  applicable  policy
limits.

In  addition  to  its  confirmed primary level  non-products
insurance,   the  Company  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,  the  Company
has  estimated  its probable recoveries in respect  of  this
additional  non-products coverage  at  $225  million,  which
amount  was  recorded in the second quarter of  1996.   This
coverage  is  unconfirmed  and  the  amount  and  timing  of
recoveries from these excess level policies will  depend  on
subsequent negotiations or proceedings.


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

21.  Contingent Liabilities (Continued)

Reserve

Prior  to the second quarter of 1996 the Company's financial
statements  included  a  reserve  for  the  estimated   cost
associated with asbestos personal injury claims that may  be
received  through the year 1999.  Such financial  statements
did  not  include any provision for the cost  of  unasserted
claims  which might be received in years subsequent to  1999
because management was unable to predict the number of  such
claims and other factors which would affect the cost of such
claims.   Throughout 1996, the Company continued  to  review
the  feasibility  of  making  provision  for  the  cost   of
unasserted  asbestos personal injury claims with respect  to
claims which may be received by the Company during and after
the  year 2000.  In conducting such review the Company  took
into  account,  among  other things, the  effect  of  recent
federal court decisions relating to punitive damages and the
certification  of  class  actions  in  asbestos  cases,  the
pendency  of  the discussions with the group of  plaintiffs'
law  firms  referred to above, the results of its continuing
investigations of medical screening practices of the kind at
issue in the federal PFT lawsuit, recent developments as  to
the  prospects  for  federal  and  state  tort  reform,  the
continued rate of case filings at historically high  levels,
additional information on filings received during the  1993-
1995  period and other factors.  As a result of the  review,
the Company took a non-recurring, noncash charge to earnings
of  $1.1 billion in the second quarter of 1996.  This charge
represented  the  Company's estimate of  the  indemnity  and
defense  costs associated with unasserted asbestos  personal
injury  claims that may be received by the Company in  years
subsequent to 1999.

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.

The  Company's  estimated total liabilities  in  respect  of
indemnity  and  defense costs associated  with  pending  and
unasserted  asbestos  personal injury  claims  that  may  be
received   in  the  future,  and  its  estimated   insurance
recoveries in respect of such claims are reported separately
as follows:


<PAGE>                      -69-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

21.  Contingent Liabilities (Continued)


                                 December 31,   December 31,
                                    1996           1995
                                  (In millions of dollars)
<TABLE>
<S>                              <C>           <C>

Reserve for asbestos
litigation claims

   Current                       $   300        $   250
   Other                           1,670            887

   Total Reserve                   1,970          1,137

Insurance for asbestos
litigation claims

   Current                           100            100
   Other                             454            330

   Total Insurance                   554            430

   Net Asbestos Liability        $ 1,416        $   707
</TABLE>

The  Company  cautions that such factors as  the  number  of
future  asbestos personal injury claims received by it,  the
rate  of  receipt  of  such claims, and  the  indemnity  and
defense  costs  associated  with  asbestos  personal  injury
claims,  as  well as the prospects for confirming additional
insurance,  including the additional $225  million  in  non-
products  coverage  referenced  above,  are  influenced   by
numerous  variables that are difficult to predict, and  that
estimates,  such  as the Company's, which  attempt  to  take
account  of  such  variables, are  subject  to  considerable
uncertainty.   The  Company believes that  its  estimate  of
liabilities and insurance will be sufficient to provide  for
the costs of all pending and future asbestos personal injury
claims  that  involve malignancies or significant  asbestos-
related  functional impairment.  While such estimates  cover
unimpaired claims, the number and cost of unimpaired  claims
are  much  harder to predict and such estimates reflect  the
Company's  belief that such claims have little or no  value.
The  Company  will continue to review the  adequacy  of  its
estimate  of  liabilities and insurance on a periodic  basis
and make such adjustments as may be appropriate.


<PAGE>                      -70-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
21.  Contingent Liabilities (Continued)

Management Opinion

Although any opinion is necessarily judgmental and  must  be
based  on  information  now known to  the  Company,  in  the
opinion  of  management, while any additional uninsured  and
unreserved  costs  which may arise out of  pending  personal
injury  and  property damage asbestos claims and  additional
similar  asbestos  claims  filed  in  the  future   may   be
substantial  over time, management believes  that  any  such
additional costs will not impair the ability of the  Company
to meet its obligations, to reinvest in its businesses or to
take advantage of attractive opportunities for growth.

NON-ASBESTOS 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>                      -71-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
22.  Quarterly Financial Information (Unaudited)

<TABLE>
<S>                          <C>       <C>       <C>       <C>
                                             Quarter
                               First    Second      Third   Fourth
                           (In millions of dollars, except share data)
  1996

Net sales                    $   849   $   956   $  1,025  $ 1,002

Cost of sales                    631       701        752      750

Gross margin                 $   218   $   255   $    273  $   252


Net income (loss)            $    39   $  (473)  $     80  $    70

Net income per share:

  Primary net income 
    per share                $   .75   $ (9.19)  $   1.53  $  1.32

  Fully diluted net 
    income per share         $   .73   $ (9.19)  $   1.44  $  1.25

  1995

Net sales                    $   844   $   877   $    927  $   964

Cost of sales                    630       639        684      717

Gross margin                 $   214   $   238   $    243  $   247


Net income                   $    33   $    63   $     70  $    66

Net income per share:

  Primary net income per 
    share                    $   .71   $  1.25   $   1.35  $  1.27

  Fully diluted net income
    per share                $   .68   $  1.20   $  1.28   $  1.21
</TABLE>

Net  income per share and primary and fully 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>                       -72-
                              
           INDEX TO FINANCIAL STATEMENT SCHEDULES



Number    Description                                             Page

II        Valuation and Qualifying Accounts and Reserves -
            for the years ended December 31, 1996, 1995,
            and 1994                                                73


<PAGE>                      -73-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                              
    FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<S>              <C>           <C>          <C>          <C>          <C>
Column A         Column B       Column C       Column D        Column E

                                   Additions
                                  (1)          (2)
                 Balance at    Charged to   Charged to                 Balance
                 Beginning     Costs and      Other                     at End
Classification   of Period     Expenses      Accounts    Deductions   of Period
                            (In millions of dollars)
                              
FOR THE YEAR ENDED DECEMBER 31, 1996:
  Allowance deducted 
  from asset to 
  which it applies -
    Doubtful 
    Accounts        $   19       $   3       $   -       $    5(A)     $   17


FOR THE YEAR ENDED DECEMBER 31, 1995:
  Allowance deducted 
  from asset to 
  which it applies -
    Doubtful 
    Accounts        $   16       $   5       $   -       $    2(A)     $   19


FOR THE YEAR ENDED DECEMBER 31, 1994:
  Allowance deducted 
  from asset to 
  which it applies -
    Doubtful 
    Accounts        $   16       $   5       $   -       $    5(A)     $   16
  Shown separately -
    Rebuilding 
    furnaces           124           -           -          124(B)          -
</TABLE>

Notes:

(A) Uncollectible accounts written off, net of recoveries.

(B) Effective  January  1,  1994, the  Company  adopted  the
    capital method for rebuilding furnaces.  See Note 19  to
    the Consolidated Financial Statements.


<PAGE>                      -74-

                        EXHIBIT INDEX

Exhibit
Number             Document Description

(3)     Articles of Incorporation and By-Laws.

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

        (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.

        Credit  Agreement,  dated as  of  November  2,  1993,
        among  Owens-Corning  Fiberglas  Corporation**,  the
        Banks  listed on Annex A thereto, and Credit Suisse,
        as  Agent  for  the  Banks (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  September 30, 1993), as  amended  by
        Amendment  No.  1  thereto (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, 1994), by Amendment No. 2 and
        Amendment  No.  3  thereto (incorporated  herein  by
        reference  to  Exhibit (4) to the  Company's  annual
        report on Form 10-K (File No. 1-3660) for 1995)  and
        by Amendment No. 4 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.

(10)    Material Contracts.

        Credit  Agreement,  dated as of  November  2,  1993,
        among  Owens-Corning  Fiberglas  Corporation**,  the
        Banks  listed on Annex A thereto, and Credit Suisse,
        as  Agent  for  the  Banks (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  September 30, 1993), as  amended  by
        Amendment  No.  1  thereto (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, 1994), by Amendment No. 2 and
        Amendment  No.  3  thereto (incorporated  herein  by
        reference  to  Exhibit (4) to the  Company's  annual
        report on Form 10-K (File No. 1-3660) for 1995)  and
        by  Amendment No. 4 thereto (filed as Exhibit (4) to
        this annual report on Form 10-K).

        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).

                              
<PAGE>                        -75-
                              
                        EXHIBIT INDEX

Exhibit
Number                 Document Description

        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.
           
       * - Stock  Performance  Incentive  Plan,  as amended.
      
       *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).
        
        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 1995:
        
       * - Corporate  Incentive  Plan  Terms  Applicable  to 
           Key   Employees   Other  Than  Certain  Executive 
           Officers.

       * - Agreement,   dated   December   2,   1994,  with 
           Christian L. Campbell.

        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 1994:

       * - Agreement,  dated  as  of  January 1, 1995,  with  
           William  W. Colville.

       * - Agreement,  dated  June  16,  1993, with David W. 
           Devonshire.

       *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).

       *1987   Stock   Plan   for  Directors,   as   amended
        (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 March 31, 1992).


<PAGE>                      -76-
                              
                        EXHIBIT INDEX

Exhibit
Number                        Document Description

       *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).

       *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).

(99)    Additional Exhibits.

        Specimen  Certificate  of  Common  Stock  of  Owens
        Corning (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.

** Now known as Owens Corning