SECURITIES AND EXCHANGE COMMISSION
                                
                    Washington, D. C.  20549
                                
                                
                            FORM 10-Q
                                
        Quarterly Report Pursuant to Section 13 or 15(d)
             of the Securities Exchange Act of 1934
                                
              For the Quarter Ended March 31, 1999
                                
                   Commission File No. 1-3660
                                
                          Owens Corning
                                
                    One Owens Corning Parkway
                                
                       Toledo, Ohio  43659
                                
                    Area Code (419) 248-8000
                                
                     A Delaware Corporation
                                
          I.R.S. Employer Identification No. 34-4323452


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 /   /
                                
Shares of common stock, par value $.10 per share, outstanding at
                         March 31, 1999
                                
                           54,819,220
<PAGE>
                              - 2 -
<TABLE>
ITEM 1.  FINANCIAL STATEMENTS
                                
                 OWENS CORNING AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF INCOME
<S>                                     <C>            <C>
                                               Quarter Ended
                                                  March 31,
                                             1999          1998
                                         (In millions of dollars,
                                             except share data)

NET SALES                                $  1,130       $  1,137

COST OF SALES                                 871            938

   Gross margin                               259            199

OPERATING EXPENSES

  Marketing and administrative
     expenses                                  136            129
Science and technology expenses                14             15
   Restructure costs (Note 3)                    -             87
Other                                          (1)            13

       Total operating expenses               149            244

Gain on sale of assets(Note 4)                  -             84

INCOME FROM OPERATIONS                        110             39
Cost of borrowed funds                         33             37

INCOME BEFORE PROVISION (CREDIT)
  FOR INCOME TAXES                             77              2
Provision (credit) for income taxes            27             (7)
INCOME BEFORE MINORITY
  INTEREST AND EQUITY
  IN NET INCOME OF AFFILIATES                  50              9
Minority interest                              (2)            (5)
Equity in net income (loss) of
  affiliates                                   (4)             4

NET INCOME                                $    44         $    8

NET INCOME PER COMMON SHARE

Basic net income per share                $   .81        $   .16
Diluted net income per share              $   .77        $   .16

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

     Basic                                   53.9           53.4
     Diluted                                 59.3           53.8
</TABLE>
 The accompanying notes are an integral part of this statement.
                             <PAGE>
                              - 3 -
<TABLE>
                 OWENS CORNING AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEET
                                
<S>                                  <C>             <C>
                                     March 31,      December 31,
                                              1999                    1998
ASSETS                                (In millions of dollars)

CURRENT

  Cash and cash equivalents          $     51         $      54
  Receivables                             555               451
  Inventories (Note 7)                    496               437
  Insurance for asbestos litigation
    claims - current portion (Note 11)    150               150
  Deferred income taxes                   368               293
  Income tax receivable                    30               117
  Other current assets                     25                27

        Total current                   1,675             1,529

OTHER

  Insurance for asbestos litigation
    claims (Note 11)                      241               260
  Asbestos costs to be reimbursed -
    Fibreboard (Note 11)                   70                74
  Deferred income taxes                   508               608
  Goodwill                                754               762
  Investments in affiliates (Note 4)       42                45
  Other noncurrent assets                 241               205

        Total other                     1,856             1,954

PLANT AND EQUIPMENT, at cost            3,572             3,498
  Less--Accumulated depreciation       (1,904)           (1,880)

        Net plant and equipment         1,668             1,618

TOTAL ASSETS                         $  5,199         $   5,101
</TABLE>
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
 The accompanying notes are an integral part of this statement.
                             <PAGE>
                              - 4 -
<TABLE>
                 OWENS CORNING AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEET
                           (Continued)
                                
<S>                                  <C>            <C>
                                     March 31,      December 31,
                                         1999              1998
                    (In millions of dollars)
                                
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT

  Accounts payable and
     accrued liabilities             $    755           $   942
  Reserve for asbestos litigation
     claims - current portion
     (Note 11)                          1,050               850
  Short-term debt                         108                69
  Long-term debt - current portion         51                22

          Total current                 1,964             1,883

LONG-TERM DEBT (Note 5)                 1,903             1,535

OTHER

  Reserve for asbestos litigation claims
    (Note 11)                           1,385             1,780
  Asbestos-related liabilities -
    Fibreboard (Note 11)                   75                79
  Other employee benefits liability       325               326
  Pension plan liability                   47                55
  Other                                   358               364

          Total other                   2,190             2,604

COMPANY OBLIGATED SECURITIES
  OF ENTITIES HOLDING SOLELY
  PARENT DEBENTURES                       195               194

MINORITY INTEREST                          44                19

STOCKHOLDERS' EQUITY

  Common stock                            696               679
  Deficit                              (1,723)           (1,762)
  Accumulated other comprehensive
    income (Note 9)                       (48)              (37)
  Other                                   (22)              (14)

          Total stockholders' equity   (1,097)           (1,134)

TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY                             $  5,199           $ 5,101

</TABLE>


                                
                                
                                
                                
 The accompanying notes are an integral part of this statement.
                             <PAGE>
                              - 5 -
                               <TABLE>
                 OWENS CORNING AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CASH FLOWS
                           (unaudited)
<S>                                       <C>             <C>
                                               Quarter Ended
                                                  March 31,
                                             1999          1998
                                         (In millions of dollars)
NET CASH FLOW FROM OPERATIONS

  Net income                                $     44     $     8
  Reconciliation of net cash
    provided by operating
    activities:
      Noncash items:
       Provision for depreciation
         and amortization                         53          52
       Provision (credit) for deferred
         income taxes                             23         (45)
       Gain on sale of assets                      -         (84)
       Other                                       5          (7)
  (Increase) decrease in receivables             (86)       (129)
  (Increase) decrease in inventories             (53)        (36)
  Increase (decrease) in accounts
    payable and accrued liabilities             (181)        (12)
  (Increase) decrease in income tax
    receivable                                    80          (2)
  Proceeds from insurance for asbestos
    litigation claims, excluding Fibreboard       19          17
  Payments for asbestos litigation claims,
    excluding Fibreboard                        (195)       (129)
  Other                                          (13)         37

         Net cash flow from operations          (304)       (330)

NET CASH FLOW FROM INVESTING

  Additions to plant and equipment               (40)        (47)
  Proceeds from the sale of affiliate
    or business (Note 4)                           -         134
  Other                                          (11)        (19)

         Net cash flow from investing       $    (51)    $    68
</TABLE>











                                
 The accompanying notes are an integral part of this statement.
                             <PAGE>
                              - 6 -
<TABLE>
                 OWENS CORNING AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF CASH FLOWS
                           (unaudited)
<S>                                         <C>            <C>
                                
                                               Quarter Ended
                                                  March 31,
                                             1999          1998
                                         (In millions of dollars)
NET CASH FLOW FROM FINANCING

  Net additions to long-term
    credit facilities                      $    91      $   285
  Other additions to long-term debt            250            3
  Net increase in short-term debt               18           36
  Dividends paid                                (4)          (4)
  Other                                         (3)           -

       Net cash flow from financing            352          320

Effect of exchange rate changes
  on cash                                        -           (1)

Net increase (decrease) in cash
  and cash equivalents                          (3)          57

Cash and cash equivalents at
  beginning of period                           54           58

Cash and cash equivalents at end
  of period                                 $   51       $  115
</TABLE>
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
 The accompanying notes are an integral part of this statement.
                             <PAGE>
                              - 7 -
<TABLE>
                 OWENS CORNING AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        <S>                                    <C>        <C>
                                              Quarter Ended
1.  SEGMENT DATA                                 March 31,
                                              1999        1998
                                         (In millions of dollars)
NET SALES

Reportable Operating Segments

  Building Materials
    United States                          $   814     $    739
    Europe                                      63           65
    Canada and other                            48           52

       Total Building Materials                925          856

  Composite Materials
    United States                              128          182
    Europe                                      82           97
    Canada and other                            26           33

       Total Composite Materials               236          312

       Total Reportable Operating Segments   1,161        1,168

Reconciliation to Consolidated Net Sales
  Composite Materials U.S. Sales to
    Building Materials U.S.                    (31)         (31)

       Net Sales                           $ 1,130      $ 1,137

External Customer Sales by Geographic Region

  United States                            $   911      $   890
  Europe                                       145          162
  Canada and other                              74           85

       Net Sales                        $    1,130      $ 1,137
</TABLE>
                                
                                
                                
                                
                             <PAGE>
                              - 8 -
     <TABLE>
                 OWENS CORNING AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
<S>                                          <C>          <C>
                                               Quarter Ended
1.  SEGMENT DATA (Continued)                      March 31,
                                              1999        1998
                                         (In millions of dollars)
INCOME (LOSS) FROM OPERATIONS

Reportable Operating Segments

  Building Materials
    United States                           $   67      $   (6)
    Europe                                       3          (4)
    Canada and other                             6           -

       Total Building Materials                 76         (10)

  Composite Materials
    United States                               28          42
    Europe                                       -           9
    Canada and other                             3           1

       Total Composite Materials                31          52

       Total Reportable Operating
         Segments                           $  107       $  42

Geographic Regions

  United States                          $   95       $  36
    Europe                                       3           5
    Canada and other                             9           1

       Total Reportable Operating
         Segments                           $  107       $  42

Reconciliation to Consolidated Income
  Before Provision for Income Taxes

  Restructuring and other charges                -         (95)
  Gain on sale of affiliate or business          -          84
  General corporate income                       3           8
  Cost of borrowed funds                       (33)        (37)

       Consolidated Income Before
         Provision for Income Taxes         $   77       $   2

</TABLE>
During  the first quarter of 1999, the Company changed its method
of  allocation of certain costs. Income from operations  in  1998
for  each reportable segment has been restated in accordance with
this change.
                             <PAGE>
                              - 9 -
                                
                 OWENS CORNING AND SUBSIDIARIES
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Continued)

2.   GENERAL

The  financial statements included in this Report are  condensed
and  unaudited, pursuant to certain Rules and Regulations of the
Securities and Exchange Commission, but include, in the  opinion
of  the  Company, adjustments necessary for a fair statement  of
the  results for the periods indicated, which, however, are  not
necessarily indicative of results which may be expected for  the
full year.

In  connection with the condensed financial statements and  notes
included  in  this  Report, reference is made  to  the  financial
statements  and  notes thereto contained in  the  Company's  1998
Annual  Report  on  Form 10-K, as filed with the  Securities  and
Exchange Commission.
                                
3.   RESTRUCTURING OF OPERATIONS AND OTHER ACTIONS

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

The  $148 million pretax charge in the third quarter of 1998  was
comprised   of   a  $30  million  charge  associated   with   the
restructuring  of  the Company's business  segments  and  a  $118
million  charge  associated with other actions, the  majority  of
which  represent asset impairments.  The $30 million  restructure
charge  has been classified as a separate component of  operating
expenses on the Company's consolidated statement of income  while
the  $118 million charge for other actions is comprised of a  $60
million charge to cost of sales, a $4 million charge to marketing
and  administrative expenses, and a $54 million charge  to  other
operating  expenses.   The components of the  restructure  charge
include  $9 million for personnel reductions and $21 million  for
the  divestiture of non-strategic businesses and  facilities,  of
which  $20  million  represents  non-cash  asset  write-downs  to
estimated  fair  value  and  $1  million  represents  exit   cost
liabilities,  comprised primarily of lease  commitments.  The  $9
million  for  personnel  reductions  represents  severance  costs
associated  with the elimination of approximately 400  positions,
primarily  in  the  U.S. and Asia.  The primary  groups  affected
include manufacturing and administrative personnel.  As of  March
31,  1999,  approximately $5 million has been  paid  and  charged
against  the  reserve for personnel reductions, representing  the
elimination of approximately 400 positions, the majority of whose
severance payments will be made over the course of 1999.  Charges
of  less  than  $1  million  have been  made  against  exit  cost
liabilities.  No adjustments have been made to the liability.

                             <PAGE>
                             - 10 -
                                                                 
                 OWENS CORNING AND SUBSIDIARIES
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Continued)

3.   RESTRUCTURING OF OPERATIONS AND OTHER ACTIONS (Continued)

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

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

The  $95  million pretax charge in the first quarter of 1998  was
comprised   of  an  $87  million  charge  associated   with   the
restructuring  of  the  Company's business  segments  and  an  $8
million  charge  associated with other actions. The  $87  million
restructure charge has been classified as a separate component of
operating  expenses  on the Company's consolidated  statement  of
income while the $8 million charge for other actions is comprised
of  a  $5 million charge to cost of sales and a $3 million charge
to  marketing and administrative expenses.  The components of the
restructure  charge include $81 million for personnel  reductions
and  $6  million for the divestiture of non-strategic  businesses
and   facilities,  of  which  $2  million  represents  exit  cost
liabilities, comprised primarily of lease commitments.   The  $81
million  for  personnel  reductions  represents  severance  costs
associated with the elimination of approximately 1,500  positions
worldwide.    The   primary  employee  groups  affected   include
manufacturing  and  corporate administrative  personnel.   As  of
March  31,  1999,  approximately $58 million has  been  paid  and
charged   against   the   reserve   for   personnel   reductions,
representing  the  elimination of approximately 1,500  employees,
the  majority  of  whose severance payments were  made  over  the
course  of  1998, and approximately $2 million has  been  charged
against  exit cost liabilities. No adjustments have been made  to
the liability.

During  the fourth quarter of 1997, the Company recorded  a  $143
million pretax charge for restructuring and other actions as  the
first  phase  of  the program to close manufacturing  facilities,
enhance manufacturing productivity and reduce overhead. The  $143
million  pretax  charge was comprised of  a  $68  million  charge
associated  with  the  restructuring of  the  Company's  business
segments   and  a  $75  million  charge  associated  with   asset
impairments,  including  investments in certain  affiliates.  The
components  of  the restructure charge include  $25  million  for
personnel reductions; $41            <PAGE>
                             - 11 -
                                                                 
                 OWENS CORNING AND SUBSIDIARIES
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Continued)

3.   RESTRUCTURING OF OPERATIONS AND OTHER ACTIONS (Continued)

million  for  the  divestiture  of non-strategic  businesses  and
facilities,   of   which   $13  million  represents   exit   cost
liabilities, primarily for leased warehouse and office facilities
to   be  vacated,  and  $28  million  represents  non-cash  asset
revaluations; and $2 million for other actions.  The  divestiture
of  non-strategic businesses and facilities includes the  closure
of the Candiac, Quebec manufacturing facility.

The  $25  million  for  personnel reductions  during  the  fourth
quarter  of 1997 represents severance costs associated  with  the
elimination  of  nearly  550  positions  worldwide.  The  primary
employee  groups  affected  include manufacturing  and  corporate
administrative personnel. As of March 31, 1999, approximately $21
million  has  been  paid  and charged  against  the  reserve  for
personnel    reductions,   representing   the   elimination    of
approximately  550  employees, the majority  of  whose  severance
payments  were  over  the course of 1998,  and  approximately  $9
million  has  been  charged  against exit  cost  liabilities.  No
adjustments have been made to the liability.

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

The following table summarizes the status of the liabilities from
the  restructure  program described above,  including  cumulative
spending  and adjustments and the remaining balance as  of  March
31, 1999:
<TABLE>
<S>                         <C>          <C>        <C>
(In millions of dollars)    Beginning    Total      Ending
                            Liability   Payments   Liability

Personnel Costs             $ 115       $    (84)    $  31
Facility and Business
  Exit Costs                   16            (11)        5
Other                           2             (2)        -

Total                       $ 133       $    (97)    $  36
</TABLE>

                             <PAGE>
                             - 12 -
                                                                 
                 OWENS CORNING AND SUBSIDIARIES
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Continued)

3.   RESTRUCTURING OF OPERATIONS AND OTHER ACTIONS (Continued)

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

In  connection  with a proposal received from  its  Korean  joint
venture partner, the Company infused approximately $29 million of
cash  into  this  venture in March, 1999.  As a  result  of  this
investment,  along  with  additional  investments  by  the  other
partner,  the Company increased its ownership interest  in  Owens
Corning Korea to 70%.  The Company accounted for this transaction
under  the  purchase  method  of accounting  whereby  the  assets
acquired and liabilities assumed, including $84 million in  debt,
have  been  recorded  at their fair values  and  the  results  of
operations  have been consolidated since the date of acquisition.
Prior  to that date, the Company accounted for this joint venture
under the equity method.

During the first quarter of 1998, the Company completed the  sale
of  the  assets  of Pabco, a producer of molded calcium  silicate
insulation,  fireproofing board and metal jacketing, acquired  as
part  of  the  Fibreboard acquisition in 1997.  The Company  sold
Pabco for $31 million in cash and $6 million in notes receivable,
all of which was collected during 1998.

Late  in  the  first quarter of 1998, the Company  sold  its  50%
ownership  interest  in  Alpha/Owens-Corning,  LLC.   With   cash
proceeds  of approximately $103 million, the Company  recorded  a
pretax  gain of approximately $84 million as other income on  the
Company's consolidated statement of income.

The  consolidated balance sheet of the Company as  of  March  31,
1999 reflects the September 30, 1998 disposition of the Company's
yarns  and  specialty materials business (the "yarns  business").
The results of operations of the yarns business were reflected in
the Company's consolidated statement of income through the period
ending September 30, 1998.  For the three months ended March  31,
1998,  the  yarns  business recorded sales of  approximately  $73
million  and income from operations of approximately $23 million.
Effective  September  30,  1998, the  Company  accounts  for  its
ownership  interest in the yarns joint venture under  the  equity
method.

5.   LONG-TERM DEBT

During the first quarter of 1999, the Company issued $250 million
of   senior  debt  securities  ("the  securities")  as  unsecured
obligations  of the Company.  These securities, which  mature  in
2009,   bear  an  annual  rate  of  interest  of  7.0%,   payable
semiannually.  The proceeds from the issuance of these securities
were  used  to  reduce  borrowings under the Company's  long-term
revolving credit agreement.
                             <PAGE>
                             - 13 -

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

6.   INCOME TAXES

The  reconciliation between the U.S. federal statutory  rate  and
the Company's effective income tax rate is:
<TABLE>
<S>             <C>          <C>          <C>         <C>       
                              Quarter Ended March 31,
                          1999                       1998
                In millions  % of pretax  In millions  % of pretax
                of dollars     income     of dollars       income
U.S. federal
  statutory
  rate            $ 27            35%       $     1           35%
State and local
  income taxes       2             3             (1)         (50)
Special tax
  election (a)       -             -            (13)        (650)
Foreign tax rate
  differences        -             -              3          150
Other             $ (2)           (3)       $     3          165

Effective tax
  provision
  and rate        $ 27            35%       $    (7)        (350)%

(a)  Represents a one-time tax benefit associated with Asia
Pacific operations.
</TABLE>

 7.   INVENTORIES
<TABLE>
<S>                                     <C>           <C>
                                      March 31,    December 31,
                                        1999           1998
                                      (In millions of dollars)
Inventories are summarized as follows:

     Finished goods                   $ 368          $ 317

     Materials and supplies             187            176

     FIFO inventory                     555            493

     Less:  Reduction to LIFO basis     (59)           (56)

     Total Inventory                  $ 496          $ 437


Approximately  $306 million and $271 million of FIFO  inventories
were  valued using the LIFO method at March 31, 1999 and December
31, 1998, respectively.
</TABLE>


<PAGE>
                             - 14 -
                                               
                 OWENS CORNING AND SUBSIDIARIES
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Continued)

8.   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>
                                                  Quarter
                                                  Ended
                                                 March 31,
                                                1999     1998
                                          (In millions of dollars)
Income taxes                                 $   (82)  $    3
Cost of borrowed funds                            27       23
</TABLE>
The   Company   considers  all  highly  liquid  debt  instruments
purchased  with  a maturity of three months or less  to  be  cash
equivalents.

During  the  first quarter of 1999, gross payments  for  asbestos
litigation  claims  against  Fibreboard  were  approximately  $27
million,  all of which was paid directly by Fibreboard's insurers
or  from  the escrow account to claimants on Fibreboard's behalf.
During  the  first  quarter  of  1999,  Fibreboard  also  reached
settlement  agreements  with  plaintiffs  for  amounts   totaling
approximately  $23 million. Fibreboard settlement agreements  are
reflected  on  the  Company's consolidated balance  sheet  as  an
increase  to both the Fibreboard asbestos costs to be  reimbursed
and asbestos claims settlements when the agreements are reached.

Please  refer to Note 4 for disclosure of Non-Cash Investing  and
Financing activities.

9.   COMPREHENSIVE INCOME

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

The  Company's comprehensive income for the quarters ended  March
31,  1999 and 1998 was $33 million and $16 million, respectively.
The  Company's comprehensive income includes net income, currency
translation  adjustments, minimum pension liability  adjustments,
and deferred gains and losses on certain hedging transactions.



                             <PAGE>
                             - 15 -
                                               
                 OWENS CORNING AND SUBSIDIARIES
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Continued)

10.  EARNINGS PER SHARE

The  following  table  reconciles the net  income  and  weighted
average  number of shares used in the basic earnings  per  share
calculation  to  the net income and weighted average  number  of
shares used to compute diluted earnings per share.
<TABLE>
<S>                                       <C>            <C>
                                             Quarter Ended
                                                March 31,
                                            1999       1998
                                        (In millions of dollars,
                                            except share data)
Net income used for basic
  earnings per share                      $   44      $   8
Net income effect of assumed
  conversion of preferred securities           2          -

Net income used for diluted
  earnings per share                      $   46      $   8

Weighted average number of shares
  outstanding used for basic earnings
  per share (thousands)                   53,932     53,373
Deferred awards and stock options            768        472
Shares from assumed conversion of
  preferred securities                     4,566          -

Weighted average number of shares
  outstanding and common equivalent
  shares used for diluted earnings
  per share (thousands)                   59,266     53,845
</TABLE>

                             <PAGE>
                             - 16 -
                                
                 OWENS CORNING AND SUBSIDIARIES
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (continued)
                                
11.   CONTINGENT LIABILITIES

Asbestos Liabilities

ITEM A. - OWENS CORNING (EXCLUDING FIBREBOARD)

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

National Settlement Program

In  December 1998, Owens Corning announced a National  Settlement
Program  (NSP) under which a substantial majority of the asbestos
claims  pending  against the Company have been resolved.   As  of
March  31,  1999, approximately 188,000 asbestos personal  injury
claims against the Company have been settled under the NSP.   The
NSP  also establishes procedures and fixed payments for resolving
future  claims  brought  by participating plaintiffs'  law  firms
without  litigation through at least 2008. Average  payments  per
claim  under the NSP are expected to be substantially lower  than
those  experienced by Owens Corning in recent years.   Settlement
payments aggregating approximately $1.2 billion for cases pending
against  Owens Corning will be made over a period of up  to  five
years,  with  most  payments occurring in 1999  and  2000.   Such
payments  will  be  made from the Company's  available  cash  and
credit resources.

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

Under  the NSP, each participating law firm has agreed to a long-
term  settlement  agreement ("NSP Agreement") providing  for  the
resolution  of  claims  pending  against  Owens  Corning  for   a
settlement  amount  negotiated  with  each  participating   firm.
Settlement  amounts to each claimant vary based on  a  number  of
factors,  including  the  type and  severity  of  disease.    All
payments will be subject to satisfactory evidence of a qualifying
medical   condition  and  exposure  to  the  Company's  products,
delivery  of  customary  releases  by  each  claimant  and  other
conditions.  The NSP Agreements allow claimants to receive prompt
payment   without   incurring   the   significant   delays    and
uncertainties  of litigation.  Claimants settling  non-malignancy
claims  may  also be entitled to seek additional compensation  if
they develop a more severe asbestos-related medical condition  in
the future.

                             <PAGE>
                             - 17 -
                                
                 OWENS CORNING AND SUBSIDIARIES
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (continued)
                                
11.   CONTINGENT LIABILITIES

ITEM A. - OWENS CORNING (EXCLUDING FIBREBOARD)  (Continued)

Under  each  NSP  Agreement, the participating firm  also  agrees
(consistent  with applicable legal requirements) to  resolve  any
future  asbestos  personal injury claims  against  Owens  Corning
through  an  administrative processing arrangement,  rather  than
litigation.   Under such arrangement, no settlement payment  will
be  made for future claims unless specified medical criteria  and
other  requirements are met, and the amount of any  such  payment
will be a specified cash settlement value based on the disease of
the  claimant and other factors. In the case of future claims not
involving  malignancy, such criteria require medical evidence  of
functional  impairment.   Payments for both  pending  and  future
claims  will be managed by Integrex, a wholly-owned Owens Corning
subsidiary that specializes in claims processing.

It  is  anticipated that payments for a limited number of  future
"exigent"  claims  (principally  malignancy  claims)  under   the
administrative  processing arrangement will  generally  begin  in
2001,  while payments for most other future claims will begin  in
2003.  Payments for claims in 2003 and later years under the  NSP
will  be  subject to certain conditions designed to increase  the
predictability  of  annual cash outflows for  asbestos  payments.
NSP  Agreements  have  a term of at least 10  years  and  may  be
extended  by  mutual  agreement of the parties.   Each  of  Owens
Corning  and Fibreboard (see Item B below) retains the  right  to
terminate any individual NSP Agreement if in any year more than a
specified  number  of plaintiffs represented by  the  plaintiffs'
firm in question opt out of such agreement.

Asbestos Related Payments

In  the  first quarter of 1999, the Company made $195 million  of
asbestos related payments. These payments fell within four  major
categories:   pre-NSP  settlements  -  covering   resolution   of
verdicts,   settlements  and  appeals  effected  prior   to   the
implementation  of  the  NSP; NSP settlements  -  covering  cases
within the NSP; non-NSP settlements - covering cases outside  the
NSP; and defense and administrative expenses - including the cost
of pursuing recoveries from insurance companies.

The Company currently estimates that it will incur total asbestos
related  payments  of  approximately $995 million  for  1999,  as
follows:
<TABLE>
<S>                                            <C>
                                   (in millions of dollars)

     Pre-NSP Settlements                  $     192
     NSP Settlements                            728
     Non-NSP Settlements                         50
     Defense and Administrative Expenses         25

                                          $     995
</TABLE>
All amounts discussed above are before tax and application of
insurance recoveries.
                             <PAGE>
                             - 18 -
                                
                 OWENS CORNING AND SUBSIDIARIES
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (continued)
                                
11.   CONTINGENT LIABILITIES

ITEM A. - OWENS CORNING (EXCLUDING FIBREBOARD)  (Continued)

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

In   October  1998,  the  Circuit  Court  for  Jefferson  County,
Mississippi  granted  leave to file an amended  complaint  in  an
existing  action  to  add claims by Owens Corning  against  seven
leading  tobacco  companies and several  other  tobacco  industry
defendants.   The court has set a February 2000  trial  date  for
this  action.  In addition to the Mississippi lawsuit, a  lawsuit
brought  in  December  1997 by Owens Corning  and  Fibreboard  is
pending  in  the  Superior Court for Alameda  County,  California
against  the same major tobacco companies.  In both cases,  Owens
Corning  and  Fibreboard seek monetary recovery for, among  other
things,  a  portion of the payments made to persons  who  brought
asbestos claims and were also smokers.

PFT Litigation
      
As  previously  reported, in 1996 Owens  Corning  filed  suit  in
federal  court in New Orleans, Louisiana against the  owners  and
operators  of certain pulmonary function testing laboratories  in
the  southeastern  United  States alleging  that  many  pulmonary
function  tests  ("PFTs")  used in mass screening  programs  were
improperly   administered   and  manipulated   by   the   testing
laboratories  or  otherwise  inconsistent  with  proper   medical
practice.  This matter is now in active pre-trial discovery and a
January  2000  trial date has been set.  In January  1997,  Owens
Corning  filed  a  similar  suit in  federal  court  in  Jackson,
Mississippi   against   the  owner  of  an   additional   testing
laboratory.   This suit is in the discovery phase.   The  Company
believes  that  these lawsuits have been helpful in  raising  the
standards  for  medical  screening  of  asbestos  claims  and  in
developing,  and  gaining  widespread acceptance  by  plaintiffs'
firms of, the medical criteria included in the NSP Agreements.

Insurance
      
As  of  March  31,  1999,  Owens Corning had  approximately  $166
million in unexhausted insurance coverage (net of deductibles and
self-insured   retentions  and  excluding  coverage   issued   by
insolvent  carriers)  under  its  liability  insurance   policies
applicable  to asbestos personal injury claims.  This  insurance,
which  is substantially confirmed, includes both products  hazard
coverage  and primary level non-products coverage.   Portions  of
this  coverage  are  not available until 2000  and  beyond  under
agreements  with the carriers confirming such coverage.   All  of
Owens  Corning's  liability insurance  policies  cover  indemnity
payments and defense fees and expenses subject to policy limits.
                             <PAGE>
                             - 19 -
                                
                 OWENS CORNING AND SUBSIDIARIES
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (continued)
                                
11.   CONTINGENT LIABILITIES

ITEM A. - OWENS CORNING (EXCLUDING FIBREBOARD)  (Continued)

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

Reserve
      
The  Company's  financial statements include a  reserve  for  the
estimated cost associated with Owens Corning's asbestos  personal
injury claims.  This reserve was established initially through  a
charge  to income in 1991, with an additional $1.1 billion charge
to  income  (before  taking  into account  probable  non-products
insurance  recoveries) recorded in 1996.  The combined effect  of
the  $1.1 billion charge and the $225 million probable additional
non-products insurance recovery was an $875 million charge in the
second   quarter   of  1996.   Reflecting  the  substantial   new
information  about pending and future claims gained  in  the  NSP
negotiations with plaintiffs' law firms and the recent changes in
the  legal  environment referred to above,  the  Company  in  the
fourth  quarter of 1998 increased its asbestos reserves  by  $1.4
billion,  resulting in an after-tax charge to  1998  earnings  of
$906  million.  Subject to the uncertainties referred  to  below,
Owens  Corning  estimates  that its  liabilities  in  respect  of
indemnity   and  defense  costs  associated  with   pending   and
unasserted  asbestos  personal injury claims  and  its  insurance
recoveries in respect of such claims, at March 31, 1999,  are  as
follows:
<TABLE>
<S>                                <C>             <C>
                                    March 31,      December 31,
                                      1999             1998
                                     (In millions of dollars)

Reserve for asbestos litigation
  claims
    Current                        $   1,050         $     850
    Other                              1,385             1,780
        Total Reserve              $   2,435         $   2,630

Insurance for asbestos litigation
  claims
    Current                        $     150         $     150
    Other                                241               260
        Total Insurance            $     391         $     410

Net Owens Corning
  Asbestos Liability               $   2,044         $   2,220
</TABLE>
Owens  Corning believes that the NSP will improve its ability  to
estimate the timing and amount of indemnity payments and  defense
costs  for  both  pending  and future  asbestos  personal  injury
claims.  Nevertheless, the Company cautions that its estimate  of
its  liabilities  for  such  claims  is  influenced  by  numerous
variables  that are difficult to predict and that  such  estimate
therefore remains subject to uncertainty.
                             <PAGE>
                             - 20 -
                                
                 OWENS CORNING AND SUBSIDIARIES
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (continued)
                                
11.   CONTINGENT LIABILITIES

ITEM A. - OWENS CORNING (EXCLUDING FIBREBOARD)  (Continued)

Such  variables include the number of claims filed in the  future
and  the severity of disease involved in such claims; whether  or
not  such claims are covered by an NSP Agreement; the extent,  if
any, to which an individual plaintiff exercises his/her right  to
opt out of an NSP Agreement and/or utilize other counsel that  is
not  a  participant in the NSP; the extent if any to which  Owens
Corning  exercises its right to terminate one or more of the  NSP
Agreements due to excessive opt-outs; and Owens Corning's success
in controlling the costs of resolving claims outside the NSP.

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

ITEM B. FIBREBOARD (EXCLUDING OWENS CORNING)

Prior   to  1972,  Fibreboard  manufactured  insulation  products
containing  asbestos.   Fibreboard has  since  been  named  as  a
defendant  in  many  thousands  of  personal  injury  claims  for
injuries allegedly caused by asbestos exposure.

Status

As  of  March  31, 1999, approximately 129,000 asbestos  personal
injury  claims  were  pending against Fibreboard.   Most  of  the
pending  claims are made against the Fibreboard Global Settlement
Trust  and  are  subject  to  the  Global  Settlement  injunction
discussed below.

National Settlement Program

Fibreboard is a participant in the NSP and is a party to most  of
the  NSP Agreements discussed in Item A.  These agreements settle
claims  pending against Fibreboard and claims which are currently
barred claims that would be filed against Fibreboard in the event
the U.S. Supreme Court overturns the Global Settlement (discussed
below).  The agreements also provide for the resolution of  other
future asbestos personal injury claims against Fibreboard through
the  administrative processing arrangement described in  Item  A.
If   the  Global  Settlement  is  overturned  and  the  Insurance
Settlement   (discussed  below)  therefore   becomes   effective,
Fibreboard  anticipates  that  in  excess  of  100,000   asbestos
personal injury claims pending against it would be resolved under
the  NSP.  Settlement payments for such claims would be made over
a  period of five years, with most payments occurring in 1999 and
2000.   Such  payments would be made from the approximately  $1.9
billion in funds available under the Insurance Settlement.
                             <PAGE>
                             - 21 -
                                
                 OWENS CORNING AND SUBSIDIARIES
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (continued)
                                
11.   CONTINGENT LIABILITIES

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

Each  NSP Agreement will terminate automatically as to Fibreboard
if  the  Global Settlement receives final court approval.   Under
the  Global  Settlement, Fibreboard is protected by an injunction
from  asbestos personal injury claims and should have no  further
uninsured  liabilities  for pending or future  asbestos  personal
injury  claims.   If the Global Settlement receives  final  court
approval,  the NSP Agreements would remain in effect with  regard
to  Owens  Corning,  whose share of the  total  costs  under  the
agreements would remain substantially unchanged.

Global Settlement

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

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

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

The  Settlement Trust will be funded principally by  Fibreboard's
insurers,   Continental  Casualty  Company  ("Continental")   and
Pacific  Indemnity  Company ("Pacific").  These  insurers  placed
$1.525  billion  in  an interest-bearing escrow  account  pending
court approval of the settlements.  Fibreboard is responsible for
contributing  $10  million  plus  accrued  interest  toward   the
Settlement  Trust,  which  it will obtain  from  other  remaining
insurance sources and its existing reserves.
                             <PAGE>
                             - 22 -
                                
                 OWENS CORNING AND SUBSIDIARIES
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (continued)
                                
11.   CONTINGENT LIABILITIES

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

The Home Insurance Company has already paid $9.9 million into the
escrow  account  on behalf of Fibreboard, in satisfaction  of  an
earlier  settlement agreement.  The balance of the escrow account
was approximately $1.7 billion at March 31, 1999 after payment of
interim  expenses and exigent claims associated with  the  Global
Settlement.

Insurance Settlement

In  1993,  Fibreboard, Continental and Pacific entered  into  the
Insurance  Settlement,  which was structured  as  an  alternative
solution  in  the  event the Global Settlement fails  to  receive
final approval.  Under the Insurance Settlement, Continental  and
Pacific  will  pay in full settlements reached as of  August  27,
1993.   In  addition  they  will  provide  Fibreboard  with   the
remaining  balance  of the Global Settlement escrow  account  for
claims  filed  after  August 27, l993, plus  an  additional  $475
million  subject  to  certain adjustments.  Upon  fulfillment  of
their obligations under the Insurance Settlement, Continental and
Pacific  will  be  discharged  from any  further  obligations  to
Fibreboard  under their insurance policies and will be  protected
by  an  injunction against any claims of asbestos personal injury
claimants  based  upon  those  insurance  policies.   Under   the
Insurance  Settlement,  Fibreboard will manage  the  defense  and
resolution  of asbestos-related personal injury claims  and  will
remain subject to suit by asbestos personal injury claimants.  On
October 24, 1996, the statutory time period for objectors to seek
further  judicial review of the Insurance Settlement lapsed  with
no  petition  for review having been filed with the U.S.  Supreme
Court.  Therefore, the Insurance Settlement is now final and  not
subject to further appeal.

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

Management Opinion

While  there  are  various uncertainties  regarding  whether  the
Global  Settlement or the Insurance Settlement will be in effect,
and  these  may  ultimately  impact  Fibreboard's  liability  for
asbestos personal injury claims, the Company believes the amounts
available under the Insurance Settlement will be adequate to fund
Fibreboard's ongoing defense and indemnity costs associated  with
asbestos-related  personal  injury  claims  for  the  foreseeable
future.
                             <PAGE>
                             - 23 -
                                
ITEM 2.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

(All per share information in Item 2 is on a diluted basis.)

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Management's  Discussion and Analysis of Financial Condition  and
Results of Operations contains forward-looking statements  within
the  meaning  of Section 27A of the Securities Act  of  1933,  as
amended, and Section 21E of the Securities Exchange Act of  1934,
as  amended.   These forward-looking statements  are  subject  to
risks and uncertainties that could cause actual results to differ
materially from those projected in the statements.  Some  of  the
important  factors  that may influence possible  differences  are
continued competitive factors and pricing pressures, construction
activity,    interest    rate   movements,    issues    involving
implementation  of  new business systems,  Year  2000  readiness,
achievement of expected cost reductions, asbestos litigation, and
general economic conditions.

RESULTS OF OPERATIONS

Business Overview

The  Company's growth agenda has focused on increasing sales  and
earnings  by (i) acquiring businesses with products that  can  be
sold  through  existing  or complementary distribution  channels,
(ii)  achieving productivity improvements and cost reductions  in
existing  and acquired businesses and (iii) entering  new  growth
markets.  The Company is implementing two major initiatives,  the
System  Thinking  (TM) strategy and Advantage  2000,  to  enhance
sales  growth  and achieve productivity improvements  across  all
businesses.   System  Thinking for the Home  (TM)  leverages  the
Company's broad product offering and strong brand recognition  to
increase its share of the building materials and home improvement
markets.   This systems approach represents a shift from product-
oriented  selling  to  providing  systems-driven  solutions  that
combine  the Company's insulation, roofing, exterior and acoustic
systems,  to provide a high performance, cost-effective  building
"envelope" for the home. In the Composite Materials business, the
Company  has partnered with the plastics industry and,  with  the
Company's  System  Thinking philosophy,  is  taking  a  solution-
oriented,   customer-focused  approach  toward   the   continuous
development   of   substitution   opportunities   for   composite
materials.  In  addition, the Company is  implementing  Advantage
2000,  a fully integrated business technology system designed  to
reduce costs and improve business processes.

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

Despite   the   benefits  of  its  growth  agenda,  the   Company
experienced a highly competitive pricing environment during  1997
and  into  1998. In order to improve its strategic  position  and
operational   efficiency,   the   Company   implemented   several
profitability   and  productivity  initiatives,   including   the
strategic restructuring program, discussed below, which was begun
in  late 1997.  This program, along with the realignment  of  the
Company's  Exterior  Systems business,  enabled  the  Company  to
benefit from cost reductions of approximately $142 million during
1998.  The  specific  objectives of this  strategic  program  are
discussed  in  "Restructuring of Operations  and  Other  Actions"
below and in Note 3 to the Consolidated Financial Statements.
                             <PAGE>
                             - 24 -

ITEM 2.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS (Continued)

During 1998, the pricing environment applicable to several of the
Company's  major  products, particularly residential  insulation,
began  to  improve.   Over the course of the  year,  the  Company
announced   three   separate  price  increases,   totaling   27%,
applicable to residential insulation.  Another 9% price  increase
applicable to such products was announced effective January 1999.
By  the  end  of  1998, most notably in the fourth  quarter,  the
Company's  average price levels of insulation products  surpassed
the  year-end  1997 levels. Despite the successful implementation
of  price  increases  during 1998, including the  restoration  of
residential  insulation prices to their late 1996 levels,  income
from   operations   during  1998  was   adversely   impacted   by
approximately $44 million, compared to 1997, due largely  to  the
relatively low insulation pricing base in effect at the beginning
of  1998, the lag in fully realizing the 1998 price increases  as
the   Company  honored  the  remainder  of  pre-existing  pricing
contracts,  and  price  declines  attributable  to  vinyl  siding
products.   The  cost reductions, productivity improvements,  and
significant  pricing  improvements  achieved  during  1998   have
continued into the first quarter of 1999.

Quarter Ended March 31, 1999

Sales and Profitability

Net  sales  for  the  quarter ended March 31,  1999  were  $1.130
billion,  down  slightly from the first  quarter  1998  level  of
$1.137  billion. The sales decline is due largely to the transfer
of  the  Company's  yarns  business to  an  unconsolidated  joint
venture  during  the  third quarter of 1998.   On  a  comparative
basis, excluding the yarns and other divested businesses in 1998,
sales  during the first quarter of 1999 were up 7% from the first
quarter  of  1998.   In  the Building Materials  business,  sales
during  the first quarter of 1999 reflect the continued  strength
in   the  U.S.  roofing  market,  with  both  volume  and   price
improvements,  compared to the first quarter  of  1998,  and  the
continued upward price trend applicable to residential insulation
products, particularly in the U.S.  Volume increases in the vinyl
siding  market  were  offset by price  declines  in  that  market
compared  to  the  first  quarter of  1998.   In  the  Composites
business, sales reflect volume declines, particularly in the U.S.
Slight  price increases in the U.S. were offset by price declines
in  European and Asian markets during the first quarter of  1999.
On  a  consolidated  basis,  there was  virtually  no  impact  of
currency  translation on sales in foreign currencies  during  the
first  quarter  of  1999 compared to the first quarter  of  1998.
Please see Note 1 to the Consolidated Financial Statements.

Sales outside the U.S. represented 19% of total sales during  the
first  quarter of 1999, compared to 22% during the first  quarter
of  1998.  The relative decline in non-U.S. sales is due  to  the
1999 volume and price increases attributable to U.S. roofing  and
insulation  products, along with insulation  volume  declines  in
Canada and Europe.  Gross margin for the quarter ended March  31,
1999  was 23% of net sales, compared to 18% in the first  quarter
of  1998.  The increase in gross margin reflects the benefits  of
the  cost  reductions  resulting  from  the  Company's  strategic
restructuring program, price increases applicable to many of  the
Company's  products,  and  continuing  productivity  improvements
across the Company's businesses.

For  the  quarter ended March 31, 1999, the Company reported  net
income  of $44 million, or $.77 per share, compared to net income
of $8 million, or $.16 per share, for the quarter ended March 31,
1998.   Net  income  in the first quarter of  1999  reflects  the
benefits of the cost-saving programs and productivity initiatives
implemented  throughout 1998 as well as the benefits  of  pricing
improvements,   particularly  in  U.S.   residential   insulation
markets. Included in the first quarter 1998 net income are a  $95
million  pretax charge ($63 million after-tax) for the  Company's
restructuring program and an $84 million pretax gain ($52 million
after-tax) from the sale of the Company's 50% ownership  interest
in  Alpha/Owens-Corning.  Cost of borrowed funds during the first
quarter of 1999 was $33 million, $4 million lower than the  first
quarter 1998 level, due to a reduction in average interest rates.
The reduction in minority interest expense reflects the Company's
third  quarter  1998  repurchase of its  Trust  Preferred  Hybrid
Securities.
                             <PAGE>
                             - 25 -

ITEM 2.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS (Continued)

On  a comparative basis, the reduction in equity in net income of
affiliates for the quarter ended March 31, 1999 versus  the  same
quarter  of 1998 reflects the sale of the Company's 50% ownership
interest  in  Alpha/Owens-Corning, LLC at the end  of  the  first
quarter  of 1998, and costs associated with the start-up  of  the
Company's composites joint venture in India.  Please see Notes  3
and 4 to the Consolidated Financial Statements.

Marketing  and  administrative expenses were $136 million  during
the  first quarter of 1999, compared to $129 million in the first
quarter  of  1998.   The  increase is primarily  attributable  to
increased  marketing programs targeted at new growth initiatives,
partially  offset  by  the benefits of cost reductions  resulting
from the Company's strategic restructuring program.

Restructuring of Operations and Other Actions

Please see also Note 3 to the Consolidated Financial Statements.

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

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

The  primary  components  of the $126 million  charge  for  other
actions  in  1998  and  their  classification  on  the  Company's
consolidated statement of income include:  $30 million  to  write
down  to fair value certain manufacturing assets held for use  in
China,  due  primarily  to poor current and  projected  financial
results, recorded as cost of sales; $15 million to write down  to
net  realizable  value equipment and inventory made  obsolete  by
changes  in the Company's manufacturing and marketing strategies,
recorded as cost of sales; $17 million for the write-down  of  an
investment  in  and the write-off of a receivable  from  a  joint
venture in Korea to reflect the business outlook at that time and
the  fair market value of the assets, recorded as other operating
expenses;  $12 million for the write-down of goodwill  associated
with  the  1995  acquisition  of  Fiber-lite,  determined  to  be
unrecoverable due to a change in market conditions  and  customer
demand, recorded as other operating expenses; and $9 million  for
the  write-down  of  certain assets in the U.S.  to  fair  market
value, recorded as cost of sales.  The Company plans to hold  and
use  the  investments but disposed of most of  the  equipment  in
1998.  Also included in the $126 million charge for other actions
are  $13 million for the write-off of certain receivables in  the
U.S. and Asia determined to be uncollectable, recorded as cost of
sales  and  other operating expenses; and $30 million  for  other
actions  recorded as cost of sales, marketing and  administrative
expenses, and other operating expenses.
                             <PAGE>
                             - 26 -

ITEM 2.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS (Continued)

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

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

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

Building Materials

In  the  Building Materials segment, sales increased  8%  in  the
first  quarter  of  1999 compared to the first quarter  of  1998,
reflecting  increased volume and significant  price  improvements
attributable to U.S. residential insulation products, as well  as
volume  and  price  increases in U.S. roofing markets.   Building
Materials sales also reflect the benefits of volume increases  in
North  American  vinyl  siding markets  and  European  insulation
markets  during  the  first  quarter of  1999,  offset  by  price
declines  in  those markets. There was virtually  no  translation
impact  of  sales  denominated in foreign currencies  during  the
first  quarter of 1999.  Income from operations was  $76  million
during  the  first  quarter of 1999 compared to  a  loss  of  $10
million   during  the  comparable  1998  period.    Income   from
operations  in 1999 reflects productivity improvements  and  cost
reductions resulting from the strategic restructuring program, as
well  as  volume  and  price increases in the  U.S.  roofing  and
residential  insulation  markets.   Please  see  Note  1  to  the
Consolidated Financial Statements.

Early  in  the  first quarter of 1998, the Company completed  the
sale  of  the  assets  of  Pabco, a producer  of  molded  calcium
silicate  insulation,  fireproofing board  and  metal  jacketing,
acquired  as part of the Fibreboard acquisition in 1997.   Please
see Note 4 to the Consolidated Financial Statements.

Composite Materials

In  the  Composite Materials segment, sales were down 24%  during
the first quarter of 1999, compared to the first quarter of 1998,
due  largely to the disposition (discussed below) of 51%  of  the
Company's  yarns  and  specialty materials business  (the  "yarns
business") late in the third quarter of 1998.  Adjusted  for  the
<PAGE>
                             - 27 -

ITEM 2.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS (Continued)

impact  of this disposition, sales were down 4% during the  first
quarter  of  1999  compared  to 1998,  primarily  due  to  volume
declines  in  U.S.  markets.   Slight  price  increases  in  U.S.
composites markets were offset by price declines across  European
and  Asian  markets.  The translation impact of sales denominated
in  foreign  currencies was slightly favorable during  the  first
quarter of 1999.  Income from operations was $31 million  in  the
first  quarter of 1999, compared to $52 million in the prior-year
period.   The  decline is due largely to the disposition  of  the
yarns business in the third quarter of 1998 as well as the volume
and  price  declines  discussed above.   Income  from  operations
during  the  first quarter of 1999 also reflects the benefits  of
productivity improvements and cost reductions from the  Company's
restructuring  program.  Please see Note 1  to  the  Consolidated
Financial Statements.

During  the  third quarter of 1998, the Company  formed  a  joint
venture  for  its  yarns  business to which  it  contributed  two
manufacturing  plants  and  certain proprietary  technology.   On
September 30, 1998, the Company completed the sale of 51% of  the
joint  venture to a U.S. subsidiary of Groupe Porcher  Industries
of Badinieres, France for $340 million.  The Company continues to
have  a  49%  ownership  interest in  the  joint  venture.   Upon
closing,   the   Company   also  received   a   distribution   of
approximately $193 million from the joint venture.  By  retaining
a  49% ownership interest in the joint venture, the Company  will
continue  to safeguard its proprietary technology and participate
in  the  yarns  market.  Please see Note 4  to  the  Consolidated
Financial Statements.

The  consolidated balance sheet of the Company as  of  March  31,
1999  and  December  31,  1998 reflects the  third  quarter  1998
disposition  of  the Company's yarns business.   The  results  of
operations of the yarns business were reflected in the  Company's
consolidated  statement  of  income  through  the  period  ending
September  30, 1998.  For the three months ended March 31,  1998,
the  yarns  business recorded sales of approximately $73  million
and   income  from  operations  of  approximately  $23   million.
Effective  September  30,  1998, the  Company  accounts  for  its
ownership  interest in the yarns joint venture under  the  equity
method.

Accounting Changes

In  June  1998, the Financial Accounting Standards  Board  issued
Statement  of Financial Accounting Standards No. 133, "Accounting
for  Derivative Instruments and Hedging Activities"  (SFAS  133).
This  statement  establishes accounting and  reporting  standards
requiring  that  every derivative instrument  (including  certain
derivative  instruments embedded in other contracts) be  recorded
in  the balance sheet as either an asset or liability measured at
its   fair  value.   SFAS  133  requires  that  changes  in   the
derivative's  fair  value  be recognized  currently  in  earnings
unless  specific  hedge  accounting criteria  are  met.   Special
accounting for qualifying hedges allows a derivative's gains  and
losses to offset related results on the hedged item in the income
statement,  and  requires that a company must formally  document,
designate,  and  assess the effectiveness  of  transactions  that
receive hedge accounting.  SFAS 133 is effective for fiscal years
beginning  after June 15, 1999, but earlier adoption is  allowed.
The  Company has begun to assess the impact of SFAS  133  on  its
financial  statements and plans to adopt this  accounting  change
effective  January  1,  2000.  The  Company  has  not  yet  fully
quantified the impact of SFAS 133 but is aware that the  adoption
of  SFAS  133  could  increase volatility in earnings  and  other
comprehensive income.

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Cash  flow  from  operations was negative $304  million  for  the
quarter  ended March 31, 1999, compared to negative $330  million
for  the  quarter ended March 31, 1998.  The improvement in  cash
flow from operations in 1999 is largely attributable to increased
earnings and the collection of an $85 million federal income  tax
receivable,  offset  partially by an  increase  in  payments  for
asbestos  litigation  claims,  net  of  insurance.  Payments  for
asbestos  litigation claims were $195 million  during  the  first
quarter of 1999 and proceeds from <PAGE>
                                
                             - 28 -

ITEM 2.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS (Continued)

insurance  were  $19 million, compared to $129  million  and  $17
million,  respectively, during the first quarter  of  1998.   The
increase   in   net  payments  resulted  principally   from   the
implementation of the National Settlement Program  (NSP)  in  the
fourth quarter of 1998.  The Company anticipates $995 million  of
total payments for asbestos litigation claims during 1999 due  to
the continuing implementation of the Company's NSP, described  in
Note  11  to the Consolidated Financial Statements.  The  Company
expects that $150 million of insurance proceeds will be available
to partially cover these costs.  Please see Notes 8 and 11 to the
Consolidated Financial Statements.

Inventories at March 31, 1999 increased by $59 million  from  the
December  31,  1998 level, due largely to the seasonal  build  of
inventories and other working capital.  Receivables at March  31,
1999 were $555 million, a $104 million increase over the December
31,  1998 level, attributable to the seasonal increase in  sales.
The  decrease  in  accounts payable and accrued liabilities  from
$942  million at December 31, 1998 to $755 million at  March  31,
1999 reflects typical payment patterns during the first quarter.

At March 31, 1999, the Company's net working capital was negative
$289  million and its current ratio was .85, compared to negative
$354 million and .81, respectively, at December 31, 1998 and $309
million  and  1.24,  respectively, at March  31,  1998.   A  $700
million  increase  in  the current portion  of  the  reserve  for
asbestos  litigation  claims,  net  of  insurance,  due  to   the
implementation  of  the  Company's National  Settlement  Program,
partially  offset by the related income tax benefit,  contributed
to the decrease in net working capital at March 31, 1999 compared
to March 31, 1998.

The  Company's  total borrowings at March 31,  1999  were  $2.062
billion, $436 million higher than at year-end 1998.  The  Company
typically  uses  cash during the first half of  the  year  as  it
builds inventory and other working capital.

As  of March 31, 1999, the Company had unused lines of credit  of
$1.243  billion available under long-term bank credit  facilities
and  an  additional  $130  million under  short-term  facilities,
compared  to  $1.307 billion and $124 million,  respectively,  at
year-end  1998.   The net decrease in unused available  lines  of
credit  reflects the Company's increased borrowings at March  31,
1999 compared to December 31, 1998.  During the first quarter  of
1999,  the  Company issued $250 million of debt  securities,  the
proceeds of which were used to reduce borrowings under the  long-
term  bank  credit facility. Letters of credit issued  under  the
facility,  most  of which support appeals from  asbestos  trials,
also reduce the available credit. The impact of such reduction is
reflected in the unused lines of credit discussed above.   Please
see Note 5 to the Consolidated Financial Statements.

During  1998, the Company implemented a debt realignment  program
intended  to reduce financing costs. This program, which extended
the  average  length of term debt from four years to  ten  years,
included  the  issuance of a total of $950 million  in  new  debt
securities, the repurchase of the Company's $309 million of Trust
Preferred Hybrid Securities and the retirement of $361 million of
higher-rate debt securities.

Capital  spending  for  property, plant and equipment,  excluding
acquisitions, was $40 million in the first quarter of 1999.   The
Company  anticipates  that 1999 capital  spending,  exclusive  of
acquisitions and investments in affiliates, will be approximately
$225  million, the majority of which is uncommitted. The  Company
expects  that  funding for these expenditures will  be  from  the
Company's operations and external sources as required.
                             <PAGE>
                             - 29 -

ITEM 2.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS (Continued)

Asbestos Litigation

Gross  payments for asbestos litigation claims during  the  first
quarter  of 1999, including payments for claims settled in  prior
years,  were  $195  million. Proceeds  from  insurance  were  $19
million  resulting in a net pretax cash outflow of  $176  million
($115  million after-tax).  The first quarter 1999 gross payments
compare  to  first  quarter 1998 gross payments of  approximately
$129 million. The increase in 1999 is principally attributable to
payments  in 1999 for claims resolved in prior years and because,
in  conjunction  with  National Settlement Program  negotiations,
Owens  Corning  was  able  to achieve additional  settlements  on
favorable terms of certain appeals and other pending claims.   On
December  15, 1998, Owens Corning announced a National Settlement
Program  (NSP) under which a substantial majority of the asbestos
claims  pending against the Company have been  resolved.  Average
payments per claim under the NSP are expected to be substantially
lower  than  those experienced by Owens Corning in recent  years.
Settlement  payments aggregating approximately $1.2  billion  for
cases pending against Owens Corning will be made over a period of
up  to five years, with most payments occurring in 1999 and 2000.
Such payments will be made from the Company's available cash  and
credit  resources.  As a result of such payments,  the  Company's
gross  payments for asbestos litigation claims will  increase  in
1999  and  2000  over  the levels experienced  in  recent  years.
However,  such  payments are expected to be  substantially  lower
than  historical  levels  in  2001  and  subsequent  years.   The
Company's total payments for asbestos litigation claims in  1999,
including  defense  costs, are expected to be approximately  $995
million, due principally to payments in conjunction with the NSP.
Proceeds  from  insurance  of $150 million  are  expected  to  be
available  to  partially cover these costs, resulting  in  a  net
pretax cash outflow of $845 million.  Such asbestos payments will
reduce  the  Company's income tax payments by approximately  $300
million  in  future  periods.   The increase  in  expected  total
payments  for  1999  from the level estimated  in  the  Company's
financial  statements at December 31, 1998,  reflects  continuing
implementation  of  the  NSP,  including  the  addition   of   25
plaintiffs'  firms to the NSP in the first quarter of  1999.   In
addition  to  providing  for  the resolution  of  pending  claims
against   Owens   Corning,  the  NSP  establishes  administrative
processing arrangements with participating law firms under  which
future asbestos claims will be resolved without litigation,  with
future  claimants to receive specified amounts based on the  type
and severity of disease and other factors.  Please see Note 11 to
the Consolidated Financial Statements.

Gross  payments for asbestos litigation claims against Fibreboard
during  the first quarter of 1999 were approximately $27 million,
all  of which were paid directly by Fibreboard's insurers or from
an  escrow  account  funded  by  its  insurers  to  claimants  on
Fibreboard's behalf.  Fibreboard is a participant in the NSP  and
is  a  party  to  most  of  the NSP Agreements.   If  the  Global
Settlement is overturned by the United States Supreme Court,  and
the  Insurance  Settlement  therefore becomes  effective,  it  is
anticipated that in excess of 100,000 asbestos litigation  claims
pending  against  Fibreboard would be  resolved  under  the  NSP.
Payments  for such claims would be made over the next five  years
with  most  payments  occurring in 1999 and 2000.  Such  payments
would  be  made  from  the approximately $1.9  billion  in  funds
available  under the Insurance Settlement to resolve pending  and
future  Fibreboard claims.  Please see Notes  8  and  11  to  the
Consolidated Financial Statements.

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

Environmental Matters

The  Company  has  been  deemed by the  Environmental  Protection
Agency  (EPA)  to be a Potentially Responsible Party  (PRP)  with
respect  to  certain sites under the Comprehensive  Environmental
Response,  Compensation  and  Liability  Act  (Superfund).    The
Company has also been deemed a PRP under similar state
                             <PAGE>
                             - 30 -

ITEM 2.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS (Continued)

or local laws.  In other instances, other PRPs have brought suits
or  claims  against  the Company as a PRP for contribution  under
such  federal, state or local laws.  During the first quarter  of
1999, the Company was designated as a PRP in such federal, state,
local  or  private proceedings for 3 additional sites.  At  March
31, 1999, a total of 40 such PRP designations remained unresolved
by  the  Company, some of which designations the Company believes
to be erroneous.  The Company is also involved with environmental
investigation or remediation at a number of other sites at  which
it has not been designated a PRP.

The  Company  has  established  a $30  million  reserve  for  its
Superfund   (and   similar  state,  local  and  private   action)
contingent   liabilities.   Based  upon   information   presently
available  to the Company, and without regard to the  application
of  insurance,  the  Company believes  that,  considered  in  the
aggregate,  the additional costs associated with such  contingent
liabilities,  including any related litigation  costs,  will  not
have  a  materially  adverse effect on the Company's  results  of
operations, financial condition or long-term liquidity.

The 1990 Clean Air Act Amendments (Act) provide that the EPA will
issue regulations on a number of air pollutants over a period  of
years.  Until these regulations are developed, the Company cannot
determine  the  extent  to which the Act  will  affect  it.   The
Company anticipates that its sources to be regulated will include
wool  fiber  glass,  mineral wool, wet formed  fiber  glass  mat,
amino/phenolic   resin,  secondary  aluminum  smelting,   asphalt
processing and roofing, metal coil coating, and open molded fiber-
reinforced  plastics.  The EPA's currently announced schedule  is
to issue regulations covering wool fiber glass, mineral wool, wet
formed  fiber glass mat, amino/phenolic resin, secondary aluminum
smelting,  and asphalt processing and roofing in 1999; and  metal
coil   coating  and  fiber-reinforced  plastics  in  2000,   with
implementation  as  to  existing  sources  up  to   three   years
thereafter.  Based  on  information now  known  to  the  Company,
including the nature and limited number of regulated materials it
emits,  the  Company does not expect the Act to have a materially
adverse  effect on the Company's results of operations, financial
condition or long-term liquidity.

Year 2000 Readiness

This information should be considered a Year 2000 Readiness
Disclosure.

Background

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

The Company's State of Readiness

In  recognition of the significance of the Year 2000  Issue,  the
Company  formed  a  senior management team representing  business
units   and  business  process  functions  including  information
technology,  sourcing, customer relations, logistics,  facilities
and  legal.  This team oversees the Company's efforts  to  assess
and  resolve  the  Year 2000 Issue.  In addition,  the  Company's
individual   organizational  units  have   developed,   and   are
implementing, Year 2000 plans.  These plans include assessment of
all  the Company's IT and Non-IT systems and an evaluation of the
external  environment to identify significant exposure areas  and
to  develop  appropriate  remediation or  other  risk  management
approaches.  The  Company is also developing business  continuity
plans  to assure that all of its operations are prepared  in  the
case of an unexpected system or supplier failure.
                             <PAGE>
                             - 31 -

ITEM 2.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS (Continued)

IT Systems

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

To  date, over 80% of the Company's IT systems are both ready for
the  year  2000  and are already in operation for daily  business
transaction  processing. This has been accomplished  through  the
comprehensive  implementation  of  enterprise  resource  planning
software  across  most  of  the Company's  business  units.   The
Company's  schedule is to have updated or replaced all  remaining
IT systems by the end of second quarter 1999.  Management expects
that most of these remaining IT systems will be in full operation
by  the end of second quarter 1999, and that all will be in  full
operation  by  the  end  of the third quarter.   All  significant
system   changes  are  currently  progressing  to  achieve   this
schedule.

Non-IT Systems

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

External Environment

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

Estimated Costs

The  cumulative  cost  of  systems replacement,  remediation  and
update  from  1995  through the first quarter of  1999  has  been
approximately  $150  million, including  technology,  design  and
development,  and  related training and  deployment  in  business
locations.  The  Company currently estimates that  its  remaining
costs  to  assess and resolve the Year 2000 Issue  including  the
replacement and remediation at all remaining locations are in the
range  of  $20 million to $25 million.  These cost estimates  are
based  on currently available information, and may be subject  to
change.
                             <PAGE>
                             - 32 -

ITEM 2.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS (Continued)

Risks

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


ITEM  3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT  MARKET
RISK

The  Company  is  exposed to the impact  of  changes  in  foreign
currency  exchange rates and interest rates in the normal  course
of  business. The Company manages such exposures through the  use
of  certain financial and derivative financial instruments.   The
Company's objective with these instruments is to reduce  exposure
to  fluctuations  in  earnings and  cash  flows  associated  with
changes in foreign currency exchange rates and interest rates.

The  Company  enters into various forward contracts and  options,
which  change in value as foreign currency exchange rates change,
to  preserve  the carrying amount of foreign currency-denominated
assets, liabilities, commitments, and certain anticipated foreign
currency transactions and earnings. The Company also enters  into
certain  currency and interest rate swaps to protect the carrying
amount  of  its  investments in certain foreign subsidiaries,  to
hedge  the  principal  and  interest  payments  of  certain  debt
instruments, and to manage its exposure to fixed versus  floating
interest rates.

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

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

The  amounts presented below represent the maximum potential one-
day loss in fair value that the Company would expect from adverse
changes  in  foreign currency exchange rates  or  interest  rates
assuming a 95% confidence level:
<TABLE>
<S>                                 <C>              <C>
     Risk Category                 March 31,      December 31,
                                      1999            1998
                                    (In millions of dollars)
     Foreign currency                  $1              $1
     Interest rate                     $9              $8
</TABLE>
Virtually all of the potential loss associated with interest rate
risk is attributable to fixed-rate long-term debt instruments.
                             <PAGE>
                             - 33 -
                                
                   PART II.  OTHER INFORMATION
                                
ITEM 1.  LEGAL PROCEEDINGS

See   Note   11,   Contingent  Liabilities,  to   the   Company's
Consolidated  Financial Statements above, which  is  incorporated
here by reference.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

(a)   None of the constituent instruments defining the rights  of
      the   holders   of  any  class  of  the  Company's   registered
      securities  was  materially  modified  in  the  quarter   ended
      March 31, 1999.

(b)   None  of the rights evidenced by any class of the  Company's
      registered  securities  was materially limited  or  qualified  in
      the   quarter   ended  March  31,  1999  by   the   issuance   or
      modification of any other class of securities.
  
ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

(a)   During  the  quarter ended March 31,  1999,  there  was  no
      material   default  in  the  payment  of  principal,  interest,
      sinking  or  purchase fund installments, or any other  material
      default  not  cured  within  30  days,  with  respect  to   any
      indebtedness   of  the  Company  or  any  of  its   significant
      subsidiaries  exceeding 5 percent of the total  assets  of  the
      Company and its consolidated subsidiaries.

(b)   During the quarter ended March 31, 1999, no material
      arrearage in the payment of dividends occurred, and there was
      no  other  material delinquency not cured within  30  days,  with
      respect  to  any  class of preferred stock of the  Company  which
      is  registered  or which ranks prior to any class  of  registered
      securities,  or  with  respect to any class  of  preferred  stock
      of any significant subsidiary of the Company.

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

No  matter was submitted to a vote of security holders during the
quarter ended March 31, 1999.

ITEM 5.   OTHER INFORMATION

The  Company does not elect to report any information under  this
item.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

     See  Exhibit  Index  below, which is  incorporated  here  by
     reference.

(b)  Reports on Form 8-K.

     During  the quarter ended March 31, 1999, the Company  filed
     the following current report on Form 8-K:

             - Filed February 8, 1999, under Item 5.
<PAGE>
                             - 34 -
                                
                           SIGNATURES
                                
Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the Company has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
                                                                 
                                                                 
                                   OWENS CORNING

                                   Registrant


Date:     May 3, 1999              By:  /s/  J. Thurston Roach
                                   J. Thurston Roach
                                   Senior Vice President and
                                   Chief Financial Officer
                                   (as duly authorized officer)



Date:     May 3, 1999              By:  /s/  Steven J. Strobel
                                   Steven J. Strobel
                                   Vice President and Controller






<PAGE>
                             - 35 -
                                                                 
                          EXHIBIT INDEX
<TABLE>
<S>    <C>
Exhibit
Number                     Document Description

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

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

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

(3)   Articles of Incorporation and By-Laws.

       (i)   Certificate of Incorporation of Owens Corning, as
             amended (incorporated herein by reference to Exhibit
             (3)(i) to the Company's quarterly report on Form 10-Q
             (File No. 1-3660) for the quarter ended March 31,
             1997).
       
       (ii)  By-Laws of Owens Corning, as amended (incorporated
             herein by reference to Exhibit (3) to the Company's
             annual report on Form 10-K (File No. 1-3660) for the
             year 1995).
       
(4)    Instruments Defining the Rights of Security Holders,
       Including Indentures.

       Indenture, dated as of  May 5, 1997, between Owens Corning
       and The Bank of New York, as Trustee (incorporated  herein
       by  reference to Exhibit  4.5.1 to the  Company's  current
       report on Form 8-K (File No. 1-3660), filed May 14, 1997).

       Credit  Agreement,  dated as of June  26,  1997,  among
       Owens  Corning, other Borrowers and Guarantors, the  Banks
       listed  on  Annex  A  thereto,  and  Credit  Suisse  First
       Boston,  as  Agent (incorporated herein  by  reference  to
       Exhibit (4) to the Company's quarterly report on Form  10-
       Q  (File No. 1-3660) for the quarter ended June 30, 1997),
       as  amended  by  Amendment  No.  1  thereto  (incorporated
       herein  by  reference  to Exhibit  (4)  to  the  Company's
       annual report on Form 10-K (File No. 1-3660) for the  year
       1997) and Amendment No. 2 thereto (incorporated herein  by
       reference  to  Exhibit (4) to the Company's annual  report
       on Form 10-K (File No. 1-3660) for the year 1998).

(10)   Material Contracts.

       Owens   Corning  Deferred  Compensation  Plan  (filed
       herewith).

       Corporate Incentive Plan Terms Applicable to Certain
       Executive Officers (filed herewith).

       Corporate Incentive Plan Terms Applicable to Key
       Employees Other Than Certain Executive Officers (filed
       herewith).
</TABLE>

                             <PAGE>
                             - 36 -
<TABLE>
                          EXHIBIT INDEX
<S>       <C>
Exhibit
Number     Document Description

(11)       Statement  re  Computation of  Per  Share  Earnings
           (filed herewith).

(27)       Financial Data Schedule (filed herewith).

(99)       Additional Exhibits.

           Subsidiaries of Owens Corning, as amended
           (filed herewith).
</TABLE>
<PAGE>