Exhibit (4)

                              STANDSTILL AGREEMENT

                  STANDSTILL  AGREEMENT  dated  as of  January  30,  2001  (this
"Agreement")   between  Owens  Corning  ("Owens   Corning")  and   Owens-Corning
Fiberglass Technology Inc. ("OC Technology").

                  PRELIMINARY STATEMENTS:

(1) Owens Corning and OC Technology  entered into a certain  License  Agreement,
dated as of October 1, 1991 (as subsequently amended, the "License Agreement").

                  (2) On October 5, 2000 (the "Petition  Date"),  Owens Corning,
OC Technology and certain of their affiliates  (collectively  with Owens Corning
and OC  Technology,  the "Debtors")  each filed a voluntary  petition for relief
under chapter 11 of title 11 of the United States Code (the  "Bankruptcy  Code")
in the U.S.  Bankruptcy  Court for the District of Delaware (the  "Court").  The
Debtors  continue to operate  their  businesses  and manage their  properties as
debtors-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code.

                  (3) In connection with certain  agreements  reached with Owens
Corning's  and  OC  Technology's  pre-petition  lenders,  Owens  Corning  and OC
Technology, among others, agreed to certain restrictions (the "Restrictions") on
cash  transfers and other  transactions  among the Debtors and other  affiliates
during the Debtors' chapter 11 cases (the "Cases").

                  (4) In connection with the Restrictions,  Owens Corning and OC
Technology now wish to agree that during the Standstill  Period  (defined below)
(i) in lieu of Owens Corning making cash royalty payments due after the Petition
Date to OC Technology under the License Agreement,  such obligations will accrue
as  administrative  claims under Sections 503(b) and 507(a)(1) of the Bankruptcy
Code and (ii) OC Technology will not exercise any remedies against Owens Corning
under the License Agreement for such  non-payments  during the Standstill Period
in consideration of the undertakings set forth below.


                  NOW,  THEREFORE,  in  consideration of the premises and of the
mutual  covenants and  agreements  contained  herein,  the parties hereto hereby
agree as follows:


                  SECTION 1.  Agreement to Standstill.
                              -----------------------

                  (a) During the period (the "Standstill  Period") from the date
hereof until the date of  confirmation of a plan or plans of  reorganization  in
the Cases, (i) Owens Corning shall not be required to make cash royalty payments
(the  "Deferred  Payments")  due after the Petition Date to OC Technology at the
times  specified  under the License  Agreement and such Deferred  Payments shall
accrue as  administrative  claims  under  Sections  503(b) and  507(a)(1) of the
Bankruptcy Code and (ii) OC Technology  will not exercise any enforcement  right
or remedy under the License Agreement against Owens Corning.

                  (b) Nothing set forth in this  Agreement  shall  constitute  a
waiver of the rights of OC  Technology  with respect to any claim  against Owens
Corning arising under the License Agreement.

                  SECTION 2.  Bankruptcy Court Approval.  Owens Corning and OC
Technology hereby agree to use reasonable best efforts to obtain Court approval
of this Agreement.


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                  SECTION 3.  Termination  of Standstill  Agreement.  Each of OC
Technology  and Owens Corning  shall have the right to terminate the  Standstill
Period upon (i) the giving of 30 days' notice to the other  party;  or (ii) upon
the entry of an order  dismissing  the Case of Owens Corning or OC Technology or
converting such Case to a case under chapter 7 of the Bankruptcy Code.

                  SECTION 4.  Amendments and Waivers.  No amendment or waiver of
any provision of this Agreement, and no consent with respect to any departure by
any party hereto therefrom, shall be effective unless the same is in writing and
signed  by each  party  hereto,  and then any such  waiver or  consent  shall be
effective only in the specific  instance and for the specific  purpose for which
given.

                  SECTION 5.  Successors and Assigns.  This Agreement shall
inure to the benefit of, and be binding upon, the parties hereto and their
respective successors and assigns.

                  SECTION  6.   Notices.   All   notices,   demands,   requests,
instructions  or other  communications  to be given under this  Agreement by any
party to this Agreement to any other party to this Agreement shall be in writing
and shall be duly given (i) upon receipt if personally delivered, (ii) when sent
if confirmed by  telecopier,  or (iii) upon  receipt  following  deposit with an
overnight courier to the respective addresses set forth below:

                  If to Owens Corning, to:
                  Owens Corning
                  Owens Corning World Headquarters
                  One Owens Corning Parkway
                  Toledo, Ohio  43659
                  Attn: General Counsel
                  Telecopier No.: (419) 248-1720

                  If to OC Technology, to:
                  Owens-Corning Fiberglass  Technology Inc.
                  Owens Corning World Headquarters
                  One Owens Corning Parkway
                  Toledo, Ohio  43659
                  Attn: Secretary
                  Telecopier No.: (419) 248-1720

                  SECTION 12.  Execution in  Counterparts.  This Agreement may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which  when so  executed  shall be deemed to be
an  original  and all of which taken together shall  constitute but one and the
same agreement.  Delivery of an executed  counterpart  of a signature page to
this Agreement by telecopier shall be  effective  as  delivery  of a manually
executed  counterpart  of this Agreement.

                  SECTION  13.   Governing  Law.  This  Agreement   shall  be
governed  by,  and construed in accordance with, the laws of the State of
Delaware.



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


                                    OWENS CORNING


                                    By:  /s/  Glen H. Hiner
                                    Name:  Glen H. Hiner
                                    Title:    Chief Executive Officer


                                    OWENS-CORNING FIBERGLASS TECHNOLOGY INC.


                                    By:  /s/  Rodney A. Nowland
                                    Name:  Rodney A. Nowland
                                    Title:   Assistant Secretary


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