Exhibit (10)
                                
                                
                          OWENS CORNING
                                
 Corporate Incentive Plan Terms Applicable to Certain Executive
                            Officers
                                
           (As amended and restated, January 1, 1999)


1.   Application

      Set  forth  below  are  the  annual  incentive  plan  terms
applicable  to those employees of Owens Corning (the  "Company"),
its subsidiaries and affiliates who are executive officers of the
Company  and whose annual incentive compensation for any  taxable
year  of  the Company commencing on or after January 1, 1999  the
Committee  (as  hereafter  defined)  anticipates  would  not   be
deductible  by the Company in whole or in part but for compliance
with section 162(m)(4)(C) of the Internal Revenue Code of 1986 as
amended  ("162(m) Covered Employee"), including  members  of  the
Board  of  Directors  who  are such  employees.  Such  terms  are
hereafter  referred  to  as the "Plan"  or  "Corporate  Incentive
Plan".

2.   Eligibility

      All  162(m)  Covered  Employees shall  be  eligible  to  be
selected  to  participate in this Corporate Incentive  Plan.  The
Committee  shall  select the 162(m) Covered Employees  who  shall
participate in this Plan in any year no later than 90 days  after
the  commencement of the year (or no later than such  earlier  or
later date as may be the applicable deadline for the compensation
payable  to such 162(m) Covered Employee for such year  hereunder
to  qualify as "performance-based" under section 162(m)(4)(C)  of
the  Internal  Revenue  Code of 1986 as  amended  (the  "Code")).
Selection  to  participate in this Plan  in  any  year  does  not
require  the  Committee  to, or imply that  the  Committee  will,
select  the  same  person  to participate  in  the  Plan  in  any
subsequent year.

3.   Administration

     The Plan shall be administered by the Compensation Committee
of  the Board of Directors (the "Board"), or by another committee
appointed  by  the  Board consisting of not  less  than  two  (2)
Directors  who are not Employees (the "Committee"). The Committee
shall be comprised exclusively of Directors who are not Employees
and   who   are  "outside  directors"  within  the   meaning   of
Section162(m)(4)(C) of the Code. To the extent permitted by  law,
the  Committee  may  delegate its administrative  authority  with
respect to the Corporate Incentive Plan and, in the event of  any
such  delegation of authority, the term "Committee"  as  used  in
this Plan shall be deemed to refer to the Committee's delegate as
well  as to the Committee.  The Committee shall, subject  to  the
provisions  herein,  select  employees  to  participate   herein;
establish  and  administer the performance goals  and  the  award
opportunities applicable to each participant and certify  whether
the goals have been attained; construe and interpret the Plan and
any   agreement  or  instrument  entered  into  under  the  Plan;
establish,  amend, or waive rules and regulations for the  Plan's
administration; and make all other determinations  which  may  be
necessary  or advisable for the administration of the  Plan.  Any
determination  by  the Committee pursuant to the  Plan  shall  be
final,  binding and conclusive on all employees and  participants
and anyone claiming under or through any of them.
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4.   Establishment of Performance Goals and Award Opportunities

No  later  than  90  days  after the commencement  of  each  year
commencing  on  or after January 1, 1999 (or by such  earlier  or
later  date  as  may be the applicable deadline for  compensation
payable hereunder for such year to qualify as "performance-based"
under  section  162(m)(4)(C) of the Code),  the  Committee  shall
establish  in  writing  the method for computing  the  amount  of
compensation  which  will  be payable  under  the  Plan  to  each
participant  in  the Plan for such year if the performance  goals
established by the Committee for such year are attained in  whole
or  in  part and if the participant's employment by the  Company,
its  subsidiaries  and affiliates continues without  interruption
during  that  year. Such method shall be stated in  terms  of  an
objective  formula  or  standard  that  precludes  discretion  to
increase the amount of the award that would otherwise be due upon
attainment  of  the  goals. No provision hereof  is  intended  to
preclude  the Committee from exercising negative discretion  with
respect  to  any  award  hereunder, within  the  meaning  of  the
Treasury regulations under Code section 162(m).

      No  later than 90 days after the commencement of each  year
commencing  on  or after January 1, 1999 (or by such  earlier  or
later  date  as  may be the applicable deadline for  compensation
payable hereunder for such year to qualify as "performance-based"
under  section  162(m)(4)(C) of the Code),  the  Committee  shall
establish  in writing the performance goals for such year,  which
shall  be  based  on  any of the following performance  criteria,
either  alone or in any combination, and on either a consolidated
or  business  unit level, as the Committee may determine:  sales,
net asset turnover, earnings per share, cash flow, cash flow from
operations,  operating profit, net operating profit, net  income,
income  from  operations, operating margin,  net  income  margin,
return  on  net assets, return on total assets, return on  common
equity,  return on total capital, shareholder value added,  total
shareholder  return,  common  stock  price  appreciation,   total
shareholder return relative to a defined marketplace, receivables
growth,  debt to equity ratios, earnings to fixed charges ratios,
introduction  of  new  products and/or  services,  or  developing
and/or  implementing  action plans or strategies.  The  foregoing
criteria shall have any reasonable definitions that the Committee
may  specify  at  the time such criteria are adopted,  which  may
include  or  exclude  any or all of the following  items  as  the
Committee  may  specify: extraordinary, unusual or  non-recurring
items;   effects  of  accounting  changes;  effects  of  currency
fluctuations;  effects of financing activities (e.g.,  effect  on
earnings  per  share of issuance of convertible debt securities);
expenses for restructuring or productivity initiatives; other non-
operating   items;   spending  for   acquisitions;   effects   of
divestitures; and effects of asbestos activities and settlements.
Any  such  performance criterion or combination of such  criteria
may  apply to the participant's award opportunity in its entirety
or   to   any  designated  portion  or  portions  of  the   award
opportunity,  as the Committee may specify. Extraordinary  items,
such  as  capital gains and losses, which affect any  performance
criterion  applicable to the award (including but not limited  to
the  criterion of net income) and which are required to be  taken
into account for purposes of Owens Corning's financial statements
under generally accepted accounting principles, shall be excluded
or  included in determining the extent to which the corresponding
performance  goal  has been achieved so that  the  integrity  and
intent of the performance goal are maintained.

5.   Maximum Award

       The  maximum  dollar  amount  that  may  be  paid  to  any
participant under the Plan for any year is $4 million.
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6.   Attainment of Performance Goals Required

      Awards shall be paid under this Plan for any year solely on
account of the attainment of the performance goals established by
the  Committee with respect to such year, within the  meaning  of
applicable  Treasury regulations. Awards shall also be contingent
on  continued  employment by the Company,  its  subsidiaries  and
affiliates  during such year. The only exceptions to these  rules
apply  in  the  event of termination of employment by  reason  of
death  or  Disability, or in the event of a Change of Control  of
the  Company  (as  such terms are defined in the Company's  Stock
Performance Incentive Plan as amended and restated on January  1,
1999  ("SPIP")),  during such year, in which case  the  following
provisions shall apply. In the event of termination of employment
by  reason  of death or Disability during a Plan year,  an  award
shall  be  payable  under  this Plan to the  participant  or  the
participant's estate for such year, which shall be adjusted, pro-
rata, for the period of time during the Plan year the participant
actually  worked.  In the event of a Change of Control  during  a
Plan  year  and prior to any termination of employment, incentive
awards shall be paid under the Plan at the higher of (a) one half
of  participating  salary for such year  (as  determined  by  the
Committee), or (b) projected performance for the year, determined
at the time the Change of Control occurs. An additional exception
shall  apply in the event of termination of employment by  reason
of  Retirement (as defined in the SPIP) during a Plan  year,  but
only  if  and to the extent it will not prevent any award payable
hereunder  (other than an award payable in the  event  of  death,
Disability,  Change of Control or Retirement) from qualifying  as
"performance-based  compensation" under section  162(m)(4)(C)  of
the  Code.  Subject to the preceding sentence, in  the  event  of
termination of employment by reason of Retirement during  a  Plan
year  an  award may but need not (as the Committee may determine)
be  payable  under this Plan to the participant, which  shall  be
adjusted,  pro-rata, for the period of time during the Plan  year
the  participant actually worked. A participant whose  employment
terminates  prior to the end of a Plan year for  any  reason  not
excepted above shall not be entitled to any award under the  Plan
for that year.

7.      Shareholder   Approval   and   Committee    Certification
Contingencies; Payment of Awards

      Payment  of any awards under this Plan shall be  contingent
upon  shareholder  approval, prior to payment,  of  the  material
terms  of the performance goals under which the awards are to  be
paid,  in  accordance with applicable Treasury regulations  under
Code  section 162(m). Unless and until such shareholder  approval
is  obtained,  no  award  shall be paid pursuant  to  this  Plan.
Subject to the provisions of paragraph 6 above relating to death,
Disability,  Change  of Control and Retirement,  payment  of  any
award  under  this  Plan  shall  also  be  contingent  upon   the
Compensation   Committee's  certifying  in   writing   that   the
performance goals and any other material terms applicable to such
award  were  in  fact  satisfied, in accordance  with  applicable
Treasury regulations under Code section 162(m). Unless and  until
the  Committee so certifies, such award shall not be paid. Unless
the Committee provides otherwise, (a) earned awards shall be paid
promptly following such certification, and (b) such payment shall
be  made  in  cash  (subject to any payroll tax  withholding  the
Company  may  determine  applies).  Any  amount  payable   to   a
participant  hereunder  shall  be  in  addition  to  any   annual
incentive   compensation  to  which  the   participant   may   be
contractually  entitled for such year pursuant to  an  employment
agreement  with  the  Company, unless such  employment  agreement
provides otherwise.

8.   Amendment or Termination

      The  Committee may amend, modify or terminate this Plan  at
any  time,  provided  that a termination or adverse  modification
shall  only become effective 30 days after written notice thereof
is  given to each participant. Each participant shall be eligible
to  receive  the incentive compensation to which the  participant
would  have  been otherwise entitled but for such termination  or
modification, pro-rata for the period of the Plan year  prior  to
the termination or modification.
<PAGE>
9.   Interpretation and Construction

      Any provision of this Plan to the contrary notwithstanding,
(a) awards under this Plan are intended to qualify as performance-
based  compensation under Code Section 162(m)(4)(C), and (b)  any
provision of the Plan that would prevent an award under the  Plan
from  so  qualifying  shall  be  administered,  interpreted   and
construed  to  carry  out such intention and any  provision  that
cannot  be  so administered, interpreted and construed  shall  to
that  extent  be disregarded. No provision of the Plan,  nor  the
selection  of any eligible employee to participate in  the  Plan,
shall  constitute an employment agreement or affect the  duration
of  any  participant's employment, which shall remain "employment
at  will" unless an employment agreement between the Company  and
the  participant provides otherwise. Both the participant and the
Company shall remain free to terminate employment at any time  to
the same extent as if the Plan had not been adopted.
<PAGE>
10.   Governing Law

     The terms of this Plan shall be governed by the laws of the
State of Delaware, without reference to the conflicts of laws
principles of that state.
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