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, 2000

                   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, 2000

                           55,477,636

                              - 2 -

                 PART I.  FINANCIAL INFORMATION
                  ITEM 1.  FINANCIAL STATEMENTS

                 OWENS CORNING AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF INCOME
                           (unaudited)

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

                                                    Quarter Ended
                                                      March 31,
                                                      ---------
                                               2000             1999
                                               ----             ----
                                              (In millions of dollars,
                                                 except share data)

NET SALES                                  $  1,257       $   1,130
COST OF SALES                                   972             871
                                           --------       ---------
     Gross margin                               285             259
                                           --------       ---------

OPERATING EXPENSES
     Marketing and administrative
       expenses                                 148             136
     Science and technology expenses             14              14
     Other (Note 4)                              18              (1)
                                           --------       ---------

        Total operating expenses                180             149
                                           --------       ---------

INCOME FROM OPERATIONS                          105             110

OTHER
  Cost of borrowed funds                         42              33
  Other (Note 12)                                 -               -
                                           --------       ---------


INCOME BEFORE PROVISION FOR INCOME TAXES         63              77

Provision for income taxes (Note 6)              13              27
                                           --------       ---------

INCOME BEFORE MINORITY INTEREST
  AND EQUITY IN NET INCOME OF AFFILIATES         50              50

Minority Interest                                (2)             (2)

Equity in net income (loss) of affiliates         -              (4)
                                           --------       ---------

NET INCOME                                $      48       $      44
                                          =========       =========

NET INCOME PER COMMON SHARE

Basic net income per share                $     .88       $     .81
                                          ---------       ---------
Diluted net income per share              $     .84       $     .77
                                          ---------       ---------

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

   Basic                                      54.6            53.9
   Diluted                                    59.8            59.3

</TABLE>

       The accompanying notes are an integral part of this statement.

                              - 3 -

                 OWENS CORNING AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEET
                           (unaudited)
<TABLE>
     <S>                                         <C>             <C>
                                              March 31,     December 31,
                                                 2000           1999
                                                 ----           ----
                                              (In millions of dollars)
ASSETS
------

CURRENT
     Cash and cash equivalents               $     41           $    70
     Restricted cash (Note 11)                    256                 -
     Restricted cash and securities -
       Fibreboard - current
       portion (Note 12)                          711               900
     Receivables                                  531               358
     Inventories (Note 7)                         511               466
     Insurance for asbestos litigation
       claims - current portion (Note 11)           -                25
     Deferred income taxes                        184               185
     Income tax receivable                          4                61
     Other current assets                          23                23
                                            ---------          --------
           Total current                        2,261             2,088
                                            ---------          --------
OTHER

     Insurance for asbestos litigation
       claims (Note 11)                           218               205
     Restricted cash and securities -
       Fibreboard (Note 12)                       879               938
     Deferred income taxes                        543               547
     Goodwill                                     716               743
     Investments in affiliates                     57                65
     Other noncurrent assets                      243               208
                                            ---------          --------
           Total other                          2,656             2,706
                                            ---------          --------
PLANT AND EQUIPMENT, at cost

Land                                               68                70
Buildings and leasehold improvements              726               725
Machinery and equipment                         2,659             2,639
Construction in progress                          257               258
                                            ---------          --------
                                                3,710             3,692

  Less-accumulated depreciation                (2,003)           (1,992)
                                            ---------          --------

      Net plant and equipment                   1,707             1,700
                                            ---------          --------

TOTAL ASSETS                                $   6,624           $ 6,494
                                            =========          ========
</TABLE>

        The accompanying notes are an integral part of this statement.

                              - 4 -

                 OWENS CORNING AND SUBSIDIARIES
             CONSOLIDATED BALANCE SHEET (continued)
                           (unaudited)
<TABLE>
        <S>                                       <C>            <C>

                                              March 31,     December 31,
                                                 2000           1999
                                                 ----           ----
                                              (In millions of dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT
     Accounts payable and accrued
        liabilities                           $   717        $   839
     Reserve for asbestos litigation
        claims - current portion
        (Note 11)                                 806            950
     Asbestos-related liabilities -
       Fibreboard - current portion
       (Note 12)                                  711            900
     Short-term debt                              105             68
     Long-term debt - current portion             157            159
                                              -------        -------
        Total current                           2,496          2,916
                                              -------        -------

LONG-TERM DEBT                                  2,410          1,764
                                              -------        -------

OTHER

     Reserve for asbestos litigation claims
       (Note 11)                                  742            820
     Asbestos-related liabilities -
       Fibreboard (Note 12)                       879            938
     Other employee benefits liability            319            318
     Pension plan liability                        38             42
     Other                                        342            339
                                              -------        -------
        Total other                             2,320          2,457
                                              -------        -------

COMPANY OBLIGATED SECURITIES OF
  ENTITIES HOLDING SOLELY PARENT
  DEBENTURES                                      194            194
                                              -------        -------

MINORITY INTEREST                                  46             44
                                              -------        -------

STOCKHOLDERS' EQUITY
     Common stock                                 702            695
     Deficit                                   (1,466)        (1,510)
     Accumulated other comprehensive income
       (Notes 9 and 12)                           (66)           (51)
     Other                                        (12)           (15)
                                              -------        -------

        Total stockholders' equity               (842)          (881)
                                              -------        -------
TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY                                    $  6,624        $ 6,494
                                             ========        =======
</TABLE>

       The accompanying notes are an integral part of this statement.

                              - 5 -

                 OWENS CORNING AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CASH FLOWS
                           (unaudited)

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

                                                     Quarter Ended
                                                       March 31,
                                                       ---------
                                                  2000           1999
                                                  ----           ----
                                               (In millions of dollars)

NET CASH FLOW FROM OPERATIONS

  Net income                                 $    48        $       44
  Reconciliation of net cash provided by
    operating activities:
        Noncash items:
          Provision for depreciation and
            amortization                          48                53
          Provision (credit) for deferred
            income taxes                           4                23
          Other                                  (13)                5
        (Increase) decrease in receivables      (181)              (86)
        (Increase) decrease in inventories       (57)              (53)
        Increase (decrease) in accounts
          payable and accrued liabilities        (80)             (181)
        (Increase) decrease in income
          tax receivable                          50                80
        Proceeds from insurance for asbestos
          litigation claims, excluding
          Fibreboard (Note 11)                    12                19
        Payments for asbestos litigation
          claims, excluding Fibreboard
           (Note 11)                            (223)             (195)
        (Increase) decrease in restricted
          cash (Note 11)                        (256)                -
        Other                                    (31)              (13)
                                             -------           -------

            Net cash flow from operations    $  (679)          $  (304)
                                             -------           -------
NET CASH FLOW FROM INVESTING

        Additions to plant and equipment     $   (68)          $   (40)
        Investment in subsidiaries, net of
           cash acquired                          (4)                -
        Proceeds from the sale of business
           or affiliate (Note 4)                  50                 -
        Other                                     (2)              (11)
                                             -------           -------

            Net cash flow from investing     $   (24)          $   (51)
                                             -------           -------

</TABLE>

         The accompanying notes are an integral part of this statement.

                              - 6 -

                 OWENS CORNING AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CASH FLOWS
                           (unaudited)
<TABLE>
  <S>                                     <C>               <C>
                                                   Quarter Ended
                                                     March 31,
                                                     ---------
                                                2000            1999
                                                ----            ----
                                             (In millions of dollars)

NET CASH FLOW FROM FINANCING

  Net additions to long-term credit
    facilities                               $   655         $     91
  Other additions to long-term debt                -              250
  Other reductions to long-term debt             (11)               -
  Net increase in short-term debt                 35               18
  Dividends paid                                  (4)              (4)
  Other                                            -               (3)
                                             -------         --------

      Net cash flow from financing           $   675         $    352
                                             -------         --------

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

Net increase (decrease) in cash and cash
  equivalents                                    (29)              (3)

Cash and cash equivalents at beginning of
  period                                          70               54
                                             -------         --------
Cash and cash equivalents at end of
  period                                     $    41         $     51
                                             =======         ========
</TABLE>

         The accompanying notes are an integral part of this statement.

                              - 7 -

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

1.  SEGMENT DATA
<TABLE>
    <S>                                     <C>                  <C>

                                                   Quarter Ended
                                                     March 31,
                                                     ---------
                                                2000          1999
                                                ----          ----
                                             (In millions of dollars)
NET SALES

Reportable Operating Segments
-----------------------------

  Building Materials
    United States                           $      905      $    814
    Europe                                          57            63
    Canada and other                                45            48
                                            ----------      --------

       Total Building Materials                  1,007           925
                                            ----------      --------
   Composite Materials
     United States                                 158           128
     Europe                                         85            82
     Canada and other                               41            26
                                            ----------      --------

       Total Composite Materials                   284           236
                                            ----------      --------

       Total Reportable Operating Segments       1,291         1,161

Reconciliation to Consolidated Net Sales
----------------------------------------
  Composite Materials U.S. Sales to
    Building Materials U.S.                        (34)          (31)
                                            ----------      --------

       Net sales                            $    1,257      $  1,130
                                            ==========      ========

External Customer Sales by Geographic Region
--------------------------------------------
  United States                             $    1,029      $    911
  Europe                                           142           145
  Canada and other                                  86            74
                                            ----------      --------

       Net Sales                            $    1,257      $  1,130
                                            ==========      ========

</TABLE>

                              - 8 -

                 OWENS CORNING AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                           (unaudited)

1.  SEGMENT DATA (continued)
<TABLE>
       <S>                                          <C>           <C>
                                                   Quarter Ended
                                                     March 31,
                                                     ---------
                                                2000           1999
                                                ----           ----
                                              (In millions of dollars)
INCOME (LOSS) FROM OPERATIONS

Reportable Operating Segments
-----------------------------
  Building Materials
    United States                             $     73        $   70
    Europe                                          (1)            3
    Canada and other                                 4             4
                                              --------       -------

       Total Building Materials                     76            77
                                              --------       -------
   Composite Materials
     United States                                  48            28
     Europe                                          -             -
     Canada and other                                7             3
                                              --------       -------

       Total Composite Materials                    55            31
                                              --------       -------

       Total Reportable Operating Segments    $    131       $   108
                                              ========       =======

Geographic Regions
    United States                             $    121       $    98
    Europe                                          (1)            3
    Canada and other                                11             7
                                              --------       -------

        Total Reportable Operating
          Segments                            $    131       $   108
                                              --------       -------

Reconciliation to Consolidated Income
Before Provision for Income Taxes
-------------------------------------

   Realignment and other costs                     (11)            -
   Loss on sale of affiliate or business            (5)            -
   General corporate income (expense)              (10)            2
   Cost of borrowed funds                          (42)          (33)
                                              --------       -------

      Consolidated Income Before Provision
        for Income Taxes                      $     63       $    77
                                              ========       =======
</TABLE>

                              - 9 -

                 OWENS CORNING AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                           (unaudited)
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  1999
Annual  Report  on  Form 10-K, as filed with the  Securities  and
Exchange Commission.

3. RESTRUCTURING OF OPERATIONS AND OTHER ACTIONS

During  1998,  the Company recorded a $243 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.    Including  the  $143  million  pretax   charge   for
restructuring  and other actions in the fourth quarter  of  1997,
the Company recorded a total pretax charge of $386 million during
1997 and 1998.

The  $243  million pretax charge during 1998 was comprised  of  a
$117  million  charge  associated with the restructuring  of  the
Company's  business segments and a $126 million charge associated
with  other  actions,  the  majority  of  which  represent  asset
impairments.   The  $117  million  restructure  charge  has  been
classified as a separate component of operating expenses  on  the
Company's consolidated statement of income while the $126 million
charge for other actions was comprised of a $65 million charge to
cost   of   sales,   a  $7  million  charge  to   marketing   and
administrative  expenses,  and a  $54  million  charge  to  other
operating  expenses.  The components of  the  restructure  charge
included $90 million for personnel reductions and $27 million for
the  divestiture of non-strategic businesses and  facilities,  of
which  $24  million  represented non-cash  asset  write-downs  to
estimated  fair  value  and  $3  million  represented  exit  cost
liabilities,  comprised primarily of lease commitments.  The  $90
million  for  personnel  reductions represented  severance  costs
associated with the elimination of approximately 1,900  positions
worldwide.   The  primary groups affected included  manufacturing
and  administrative personnel.  As of March, 2000,  approximately
$79  million  has been paid and charged against the  reserve  for
personnel    reductions,   representing   the   elimination    of
approximately  1,900 positions, the majority of  whose  severance
payments  were made over the course of 1998 and 1999. Charges  of
approximately  $3  million  have  been  made  against  exit  cost
liabilities and 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 included $25  million  for
personnel  reductions; $41 million for the  divestiture  of  non-
strategic  businesses  and  facilities,  of  which  $13   million
represented exit cost liabilities, primarily for leased warehouse
and  office facilities to be vacated, and $28 million represented
non-cash  asset  revaluations; and $2 million for other  actions.
The   divestiture  of  non-strategic  businesses  and  facilities
included   the  closure  of  the  Candiac,  Quebec  manufacturing
facility.   During  the  second  quarter  of  1999,  the  Candiac
manufacturing  facility was re-opened in order  to  meet  current
market demands.

                             - 10 -

                 OWENS CORNING AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                           (unaudited)

3. RESTRUCTURING OF OPERATIONS AND OTHER ACTIONS (continued)

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, 2000, approximately $22
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 1999, and approximately
$10  million  has been charged against exit cost liabilities.  No
adjustments have been made to the liability.

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, 2000:

(In millions of dollars)
<TABLE>
<S>                                 <C>             <C>        <C>

                                 Beginning       Total         Ending
                                 Liability      Payments     Liability
                                 ---------      --------     ---------

Personnel Costs                   $   115        $  (101)     $   14
Facility and Business Exit Costs       16            (13)          3
Other                                   2             (2)          -
                                 --------       --------     -------
Total                             $   133        $  (116)     $   17
                                 ========       ========     =======

</TABLE>
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

During the first quarter of 2000, the Company completed the  sale
of  the  assets of Falcon Foam, a producer of foam insulation  in
Michigan  and  California.  Net proceeds from the sale  were  $50
million and resulted in a pretax loss of approximately $5 million
including transaction costs.  This net loss was recorded as other
operating  expenses  on  the consolidated  statement  of  income.
During the first quarter of 2000, the Company also realigned  its
vinyl  siding manufacturing operations, resulting in the  closure
of  its  Fair  Bluff, North Carolina manufacturing  plant.   This
realignment resulted in a $9 million pretax expense, all of which
was  recorded  as  other operating expenses on  the  consolidated
statement of income.

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


                             - 11 -

                 OWENS CORNING AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                           (unaudited)

the  date  of  acquisition.   Prior to  that  date,  the  Company
accounted for this 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.

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>

                                          Quarter Ended March 31,
                                           2000             1999
                                           ----             ----

   U.S. federal statutory rate             35%               35%
   State and local income taxes             2                 3
   Special tax election (a)               (18)                -
   Foreign tax rate differences             1                 -
   Other                                    -                (3)
                                          ----              ----

   Effective tax rate                      20%               35%
                                          ====              ====
</TABLE>

(a)  Represents the implementation of a tax strategy associated
        with one of our foreign subsidiaries.

7. INVENTORIES
<TABLE>
   <S>                                             <C>       <C>

                                       March 31, 2000    December 31, 1999
                                       --------------    -----------------
   Inventories are summarized as            (In millions of dollars)
   follows:

   Finished goods                           $ 393              $ 374
   Materials and supplies                     185                158
                                            -----              -----
   FIFO inventory                             578                532
   Less:  Reduction to LIFO basis             (67)               (66)
                                            -----              -----
   Total inventory                          $ 511              $ 466
                                            =====              =====

</TABLE>
Approximately  $307 million and $269 million of FIFO  inventories
were  valued using the LIFO method at March 31, 2000 and December
31, 1999, respectively.


                             - 12 -

                 OWENS CORNING AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                           (unaudited)

8. CONSOLIDATED STATEMENT OF CASH FLOWS

Cash  payments  (refunds) for income taxes and cost  of  borrowed
funds are summarized as follows:

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

                                      Quarter Ended March 31,
                                         2000          1999
                                         ----          ----
                                      (In millions of dollars)

   Income taxes                          $(44)        $(82)
   Cost of borrowed funds                  41           27

</TABLE>

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

Please  refer  to  Notes  4  and 12 for  disclosure  of  Non-Cash
activities.

9. COMPREHENSIVE INCOME

The  Company's comprehensive income for the quarters ended  March
31,  2000 and 1999 was $34 million and $33 million, respectively.
The  Company's comprehensive income includes net income, currency
translation adjustments, and deferred gains and losses on certain
hedging transactions.

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,
                                           2000          1999
                                           ----          ----
                                        (In millions of dollars,
                                           except share data)

   Net income used for basic earnings
     per share                           $    48        $    44
   Net income effect of assumed
     conversion of preferred securities        2              2
                                         -------        -------
   Net income used for diluted
     earnings per share                  $    50        $    46
                                         =======        =======

   Weighted average number of shares
     outstanding used for basic
     earnings per share (thousands)       54,590         53,932
   Deferred awards and stock options         598            768
   Shares from assumed conversion of
     preferred securities                  4,566          4,566
                                         -------        -------

   Weighted average number of shares
     outstanding and common equivalent
     shares used for diluted earnings
     per share (thousands)                59,754         59,266
                                         =======        =======
</TABLE>

                             - 13 -

                 OWENS CORNING AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                           (unaudited)

11.   CONTINGENT LIABILITIES

Asbestos Liabilities
--------------------

ITEM A. - OWENS CORNING (EXCLUDING FIBREBOARD)

Numerous claims have been asserted against Owens Corning alleging
personal  injury  arising  from inhalation  of  asbestos  fibers.
Virtually  all  of  these  claims arise out  of  Owens  Corning's
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.  The  vast  majority  of these claims  are  being  resolved
through  the National Settlement Program described below.   As  a
result  of this program, the number of new lawsuits filed against
Owens Corning has been sharply reduced from historical levels.

National Settlement Program
---------------------------

Owens  Corning  has  implemented a  National  Settlement  Program
("NSP"), which it continues to expand.  As of March 31, 2000, the
number  of  plaintiffs' law firms participating  in  the  NSP  is
approximately 115 and Owens Corning has settled, through the NSP,
more  than 235,000 asbestos personal injury claims.  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  made  under
the  NSP are substantially lower than those experienced by  Owens
Corning for comparable claims prior to the NSP.

Owens Corning 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  help  Owens
Corning  better  predict  the  timing  and  amount  of  indemnity
payments for both pending and future claims.

Terms and Conditions of NSP Agreements
--------------------------------------

Under  the NSP, each participating law firm has agreed to a long-
term  settlement agreement ("NSP Agreement").  All NSP Agreements
provide  for the resolution of both present claims (those claims,
including  unfiled  claims, pending at the time  a  participating
firm  enters  into  an  NSP Agreement) and future  claims  (those
claims  that may arise after a participating firm enters into  an
NSP  Agreement)  against either Owens Corning or  Fibreboard,  or
both. The NSP allows both present and future claimants to receive
prompt  payment  without  incurring the  significant  delays  and
uncertainties  of  litigation, while enabling Owens  Corning  and
Fibreboard to manage their respective businesses predictably  and
efficiently.

Settlement amounts for both present and future claims  have  been
negotiated  with  each  participating firm,  and  each  firm  has
communicated  with its respective clients to obtain authority  to
settle  individual  claims.  Payments to each claimant  may  vary
based on a number of factors, including the type and severity  of
disease,  age and occupation.   All payments will be  subject  to
satisfactory evidence of a qualifying medical condition and exposure

                             - 14 -

                 OWENS CORNING AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                           (unaudited)

11.   CONTINGENT LIABILITIES

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

to  Owens  Corning's and/or  Fibreboard's products, delivery of
customary releases  by each  claimant, and other conditions.
Certain claimants  settling non-malignancy claims with Owens
Corning and/or Fibreboard are or will be entitled to an agreed
pre-determined amount of additional compensation if they later
develop a more severe asbestos-related medical condition.

Owens Corning and Fibreboard (see Item B below) each 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 reject and ultimately  opt  out  of
such  agreement.   Opt  out  procedures  for  future  claims  are
specified in the settlement agreements, and provide for mediation
and  further negotiation before a claimant may pursue his or  her
case in the court system.

As  to  future  claims, each participating NSP  firm  has  agreed
(consistent  with applicable legal requirements) to recommend  to
its future clients, based on appropriately exercised professional
judgment,  to resolve any future asbestos personal injury  claims
against Owens Corning and/or Fibreboard through an administrative
processing arrangement, rather than litigation.  In the  case  of
future  non-malignancy  claims, claimants  must  present  medical
evidence  of  functional  impairment,  as  well  as  the  product
exposure criteria and other requirements set forth above,  to  be
entitled to compensation.

Payments to claimants for both settled present and future  claims
are  being  managed  by  Integrex, a wholly-owned  Owens  Corning
subsidiary  that  specializes  in,  among  other  things,  claims
processing.

Payment Schedules
-----------------

Payments  under the NSP for settled present claims will generally
be  made through 2005, with the majority of payments made in 1999
and  2000.  It is anticipated that payments for a limited  number
of   future   "exigent  claims"  (principally  those  of   living
malignancy claimants) will generally begin in 2000.  Payments for
other qualifying future  claims  generally will  begin in   2003,
and will be made on the following  schedule,  based  on when such
claims are accepted by Owens Corning for payment:

<TABLE>
   <S>                                         <C>

Date Accepted for Payment                   Year  in  which Claim Will be Paid
-------------------------------------        ----------------------------------
January  1,  1999  through  June  30, 2000                    2003

July  1,  2000  through December  31, 2001                    2004

January  1,  2002  through  June  30,  2003                   2005

July  1,  2003  through December  31,  2004                   2006

January  1,  2005  through  June  30,  2006                   2007

July 1, 2006 or later                                    60  days  to  one
                                                           year after acceptance
</TABLE>

The  schedule of payments for qualifying future claims under  NSP
Agreements  entered into during the fourth quarter  of  1999  and
thereafter will be delayed by at least one year.


                             - 15 -

                 OWENS CORNING AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                           (unaudited)

11.   CONTINGENT LIABILITIES

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

If,  in  any calendar year after 2002, the payment of any amounts
under  the NSP in respect of future claims might cause a  default
under  Owens  Corning's  then prevailing  loan  covenants,  Owens
Corning  will  have the right to defer payment  of  such  amounts
until February 15 of the following year.  Commencing  in  2003,
subject to the variables and  uncertainties discussed below, Owens
Corning expects that its payments for such amounts  will  not
exceed  $150  million  per  year.  Additional settlement  payments
will  be made by  Fibreboard  (see  Item  B below).

In  addition  to  the right to defer payments for  future  cases,
Owens Corning has requested that NSP participating firms agree to
defer  payments  in  2000 through 2002 on present  cases  to  the
extent  necessary to ensure that Owens Corning limits  its  total
asbestos  payments  to the following schedule:  $950  million  in
2000,  $400  million  in  2001, and $250 million  in  2002.  This
deferral  program is designed to ensure continued  predictability
and manageability of Owens Corning's cash flow, while taking into
account  the ongoing expansion of the NSP, the timing of expected
future   insurance  recoveries,  efficient  tax   planning,   and
compliance with ongoing loan covenants.  Owens Corning has agreed
to  pay  any  such deferred amounts in two equal installments  in
2003  and  2004, subject to then applicable loan covenants.   Any
such  deferred amounts paid in 2003 and 2004 would be in addition
to the payments for future Owens Corning claims (described above)
during such years.

To  respond  to  Owens Corning's request for deferrals,  the  NSP
firms  appointed an Executive Committee to consider the  request,
conduct  appropriate due diligence, and make a recommendation  to
NSP participating firms.  This review has been completed, and the
Executive  Committee  has  agreed to recommend  the  schedule  of
payments  described  above ("Deferral Program").   To  facilitate
implementation  of  the  Deferral  Program,  Owens  Corning  will
request   that  each  participating  firm  agree  to  amend   its
respective NSP Agreement accordingly.

Asbestos-Related Payments
-------------------------

In  the first quarter of 2000, Owens Corning made $479 million of
asbestos-related payments, falling within four major  categories:
(1)  Settlements  in  respect  of  verdicts  incurred  or  claims
resolved  prior  to  the  implementation  of  the  NSP  ("Pre-NSP
Settlements");  (2)  NSP  settlements;  (3)  Non-NSP  settlements
covering  cases not resolved by the NSP; and (4) Defense,  claims
processing and administrative expenses, as follows:

<TABLE>
   <S>                                        <C>

                                   (In millions of dollars)

   Pre-NSP Settlements                        $   25
   NSP Settlements                               426
   Non-NSP Settlements                            18
   Defense, Claims Processing and
     Administrative Expenses                      10
                                              ------
                                              $  479
</TABLE>

The  payments  for NSP Settlements include amounts  deposited  in
escrow  accounts  established  to  facilitate  claims  processing
("Administrative  Deposits").  At March 31,  2000,  approximately

                             - 16 -

                 OWENS CORNING AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                           (unaudited)

11.   CONTINGENT LIABILITIES

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

$256 million of Administrative Deposits made by Owens Corning had
not been finally   distributed   to   claimants   ("Undistributed
Administrative  Deposits")  and, accordingly,  are  reflected  in
Owens  Corning's consolidated balance sheet as restricted assets,
under the caption "Restricted cash", and have not been subtracted
from  Owens Corning's reserve for asbestos personal injury claims
(discussed below).

All  amounts  discussed above are before tax and  application  of
insurance recoveries. Owens Corning currently estimates  that  it
will  make  asbestos-related payments  (including  Administrative
Deposits)  before tax and application of insurance recoveries  of
approximately $950 million during 2000, $400 million in 2001  and
$250  million  in 2002. The actual amounts of such payments  will
depend  on numerous variables, including: (1) the rate  at  which
NSP  claims  are  submitted and processed; (2)  the  severity  of
disease involved in such claims; (3) the number and type of  non-
NSP  claims  resolved;  (4) the cost of  resolving  such  claims,
including  defense costs; (5) the amount of insurance  recoveries
obtained;  and  (6)  the  acceptance  and  applicability  of  the
Deferral Program described above.

Since inception of the NSP, Owens Corning has attempted to settle
individual  non-NSP claims for payments consistent with  payments
to  NSP  claimants.  Such settlements are preferable  to  trials,
provided  that  the  agreed settlement is  fair  in  relation  to
similarly  situated NSP claimants, because both  the  timing  and
amount  of  such  payments are more predictable.   Owens  Corning
notes  that  in  recent  months  it  has  received  a  number  of
settlement  demands from non-NSP plaintiffs' counsel  which  have
exceeded historical settlement averages for like cases.   In  the
event  this trend continues, and Owens Corning is unable to reach
acceptable  settlements, Owens Corning may have to  take  certain
cases to trial in order to obtain fair and appropriate resolution
of  those cases, and to pay settlement amounts that more  closely
approximate   NSP  settlement  values.   If  this   strategy   is
successful,  non-participating plaintiffs' counsel may  elect  to
join  the  NSP rather than continue to seek excessive  settlement
values. However, the possibility of adverse verdicts which exceed
NSP  settlement  values,  the  increased  costs  of  defense  and
appeals,  and the delays inherent in litigation, may  affect  the
predictability  of  Owens Corning's estimated cash  outflows  for
asbestos.

Asbestos Legislation
--------------------

In  the fall of 1999, both the United States Senate and House  of
Representatives held hearings on proposed legislation (S 758  and
HR  1283) intended to address the problem of asbestos litigation.
Although  the original House and Senate proposals were  virtually
identical, the House has been active in considering revisions  to
HR  1283.  In  the  first quarter of 2000,  the  House  Judiciary
Committee approved HR 1283, amended to protect private settlement
plans  and to make such plans enforceable. Owens Corning believes
that key members of Congress view the NSP favorably and that,  if
any  asbestos  legislation  is eventually  enacted,  it  will  be
consistent with the continued implementation of the NSP.

Other Asbestos-Related Litigation
---------------------------------

As  previously reported, Owens Corning believes that it has spent
significant amounts to resolve claims of asbestos claimants whose
injuries  were caused or exacerbated by cigarette smoking.  Owens
Corning
                             - 17 -

                 OWENS CORNING AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                           (unaudited)

11.   CONTINGENT LIABILITIES

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

is  pursuing  litigation  against  tobacco  companies  (discussed
below)  to obtain payment of monetary damages (including punitive
damages)  for  payments made by Owens Corning and  Fibreboard  to
asbestos claimants who developed smoking related diseases.

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
tobacco  companies and several other tobacco industry defendants.
The court has set a February 2001 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
tobacco companies.

Insurance
---------

As  of  March  31,  2000,  Owens Corning had  approximately  $218
million in unexhausted insurance coverage (net of deductibles and
self-insured  retentions) under its liability insurance  policies
applicable  to  asbestos personal injury claims.   A  substantial
portion  of  this  amount represents unconfirmed  potential  non-
products  coverage with excess level insurance  carriers,  as  to
which  Owens Corning has estimated its probable recoveries. Owens
Corning  also  has  a  significant amount  of  other  unconfirmed
potential non-products coverage with excess level carriers.   The
amount  and timing of recoveries from excess level policies  will
depend on subsequent negotiations or proceedings.

Reserve
-------

Owens  Corning'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.   Reflecting   the
substantial  new  information  about  now  settled  present   and
expected  future  claims  gained in  the  NSP  negotiations  with
plaintiffs'  law  firms,  and the recent  changes  in  the  legal
environment  referred  to  above, Owens  Corning  in  the  fourth
quarter  of 1998 increased its asbestos reserves by $1.4 billion.
This  resulted  in an after-tax charge to 1998 earnings  of  $906
million.  Subject to the variables and uncertainties referred  to
below,  Owens  Corning estimates that its liabilities  associated
with  pending  and  unasserted future  asbestos  personal  injury
claims and its insurance recoveries in respect of such claims, at
March  31,  2000,  are  as  follows, including  $256  million  of
Undistributed Administrative Deposits:


                             - 18 -

                 OWENS CORNING AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                           (unaudited)

11.   CONTINGENT LIABILITIES

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

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

                                              March 31,   December 31,
                                                2000          1999
                                                ----          ----
                                              (In millions of dollars)
   Reserve for asbestos litigation claims
   --------------------------------------
   Current                                    $   806       $   950
   Other                                          742           820
                                              -------       -------
   Total Reserve                              $ 1,548       $ 1,770
                                              -------       -------
   Insurance for asbestos litigation claims
   ----------------------------------------
   Current                                    $     -       $    25
   Other                                          218           205
                                              -------       -------
   Total Insurance                            $   218       $   230
                                              -------       -------
   Net Owens Corning Asbestos Liability       $ 1,330       $ 1,540
                                              =======       =======
</TABLE>

The NSP has improved Owens Corning's ability to quantify the cost
of resolving virtually all of the claims that were pending (filed
and   unfiled)   against  Owens  Corning  prior   to   the   NSP.
Nevertheless,  Owens Corning cautions that its  estimate  of  its
liabilities  for unresolved pending and expected  future  non-NSP
claims,  as well as future NSP claims, is influenced by  numerous
variables  that are difficult to predict and that  such  estimate
therefore  remains  subject  to considerable  uncertainty.   Such
variables  include, among others, the cost of  resolving  pending
non-NSP claims; the number, severity of disease, and jurisdiction
of   claims  filed  in  the  future  (especially  the  number  of
mesothelioma claims); how many future claimants are covered by an
NSP  Agreement;  the  extent,  if any,  to  which  an  individual
claimant  exercises  his  or her right  to  opt  out  of  an  NSP
Agreement  and/or utilize counsel not participating in  the  NSP;
the extent, if any, to which counsel that are not bound by an NSP
Agreement  undertake  the  representation  of  asbestos  personal
injury  plaintiffs against Owens Corning; 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 or  for  other
reasons; and Owens Corning's success in controlling the costs  of
resolving future non-NSP claims.

As  referenced  above, Owens Corning also notes  that  in  recent
months  it has received a number of settlement demands from  non-
NSP plaintiffs' counsel which have exceeded historical settlement
averages for like cases.  Although Owens Corning presently cannot
assess  what  impact, if any, the number of extraordinarily  high
settlement  demands might have on its estimate of its liabilities
for  asbestos  claims,  this  event further  contributes  to  the
uncertainty  surrounding that estimate.  Recent  bankruptcies  of
two  other defendants in the personal injury litigation may  also
have  an  adverse impact on future NSP claimants' willingness  to
accept agreed NSP values to resolve their claims, as well  as  on
the cost of resolving future non-NSP claims.

Owens  Corning  will  continue to  review  the  adequacy  of  its
estimates  of liabilities and insurance on a periodic  basis  and
make such adjustments as may be appropriate.

                             - 19 -

                 OWENS CORNING AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                           (unaudited)

11.   CONTINGENT LIABILITIES

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

Management Opinion
------------------

Although any opinion is necessarily judgmental and must be  based
on  an  assessment  of the variables and uncertainties  described
above,  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  Owens  Corning to meet its  obligations  or  to
reinvest in its businesses.

ITEM B. - FIBREBOARD (EXCLUDING OWENS CORNING)

Prior   to  1972,  Fibreboard  manufactured  insulation  products
containing asbestos. Fibreboard has since been named as defendant
in   many  thousands  of  personal  injury  claims  for  injuries
allegedly  caused  by asbestos exposure.  The  vast  majority  of
these  claims  are being resolved through the NSP,  as  described
below.

National Settlement Program
---------------------------

Fibreboard is a participant in the NSP and is a party to the  NSP
Agreements  discussed  in  Item A.   The  NSP  Agreements  became
effective  as to Fibreboard in the fourth quarter of  1999,  when
the Insurance Settlement (discussed below) became effective.  The
NSP  Agreements settle asbestos personal injury claims  that  had
been  filed  against Fibreboard by participating plaintiffs'  law
firms and claims that could have been filed against Fibreboard by
such  firms following the lifting, in the third quarter of  1999,
of an injunction which had barred the filing of asbestos personal
injury  claims  against  Fibreboard.   As  of  March  31,   2000,
Fibreboard  has  settled, through the NSP, approximately  200,000
asbestos personal injury claims.  The NSP Agreements also provide
for  the  resolution  of  other future asbestos  personal  injury
claims  against Fibreboard through the administrative  processing
arrangement  described  in Item A.  The timing  of  payments  for
settled   and   future  Fibreboard  claims  will  be  consistent,
generally,  with the timing of Owens Corning payments,  described
in Item A.

Insurance Settlement
--------------------

In 1993, Fibreboard and two of its insurers, Continental Casualty
Company    ("Continental")   and   Pacific   Indemnity    Company
("Pacific"),   entered  into  the  Insurance   Settlement.    The
Insurance  Settlement became effective in the fourth  quarter  of
1999 and is final and not subject to appeal.

Since  1993,  Continental and Pacific paid,  either  directly  or
through  an escrow account funded by them, for substantially  all
settlements of asbestos claims reached prior to the initiation of
the NSP.  Under the Insurance Settlement, Continental and Pacific
provided $1,873 million during the fourth quarter of 1999 to fund
Fibreboard's  costs  of  resolving pending  and  future  asbestos
claims, under the NSP, in the tort system, or otherwise.

The  Insurance  Settlement  funds  are  held  in  and  invested
by   the   Fibreboard   Settlement   Trust   and   are

                             - 20 -

                 OWENS CORNING AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                           (unaudited)

11.   CONTINGENT LIABILITIES

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

available  to  satisfy Fibreboard's pending and future  asbestos-
related  liabilities. As of March 31, 2000,  $1,479  million  was
held in the Fibreboard Settlement Trust and $111 million was held
in Undistributed Administrative Deposits on behalf of Fibreboard.
On  an ongoing basis, the funds held in the Trust will be subject
to  investment earnings/losses and will be reduced as applied  to
satisfy  Fibreboard's  asbestos liabilities.   Generally,  it  is
expected that payments of Fibreboard's asbestos liabilities  will
be  paid directly by the Fibreboard Settlement Trust on behalf of
Fibreboard.   Any  asbestos  related  amounts  paid  directly  by
Fibreboard are subject to reimbursement from the Trust's  assets.
Under  the terms of the Trust, any of such assets that ultimately
are  not  used to fund Fibreboard's asbestos liabilities must  be
distributed to charity.

Funds  held  in the Fibreboard Settlement Trust and  Fibreboard's
Undistributed  Administrative Deposits  are  reflected  on  Owens
Corning's consolidated balance sheet as restricted assets.  These
assets are reflected as current assets or other assets, with each
category  denoted "Restricted cash and securities -  Fibreboard".
The funds held in the Trust must be expended either in connection
with Fibreboard's asbestos-related liabilities or to satisfy  the
obligation  under the Trust to distribute to charity the  assets,
if  any,  remaining in the Trust after satisfaction of  all  such
liabilities.   Accordingly, Owens Corning's consolidated  balance
sheet  also reflects liabilities in an aggregate amount equal  to
the  funds  held  in  the  Trust and  Fibreboard's  Undistributed
Administrative Deposits.  These liabilities, denoted as "Asbestos-
related  liabilities - Fibreboard", are reflected as  current  or
other  liabilities, depending on the period in which  payment  is
expected.    At   March   31,  2000,  Owens   Corning   estimates
Fibreboard's asbestos-related liabilities at $1,476 million.  See
Note  12  for  additional information concerning  the  Fibreboard
Settlement Trust.

Asbestos-Related Payments
-------------------------

In  the  first  quarter  of  2000, gross  payments  for  asbestos
litigation  claims  against Fibreboard  were  approximately  $385
million,  all  of  which were paid/reimbursed by  the  Fibreboard
Settlement   Trust.  These  payments  fell  within   four   major
categories, as follows:

<TABLE>
   <S>                                  <C>

                                        (In millions of dollars)

   Pre-1993 and Interim Claims                $     11
   NSP Settlements                                 342
   Non-NSP Settlements                              20
   Defense, Claims Processing and
     Administrative Expenses                        12
                                              --------
                                              $    385
</TABLE>


The  payments for NSP Settlements include Administrative Deposits
on   behalf  of  Fibreboard.   At  March  31,  2000,  there  were
approximately   $111  million  of  Undistributed   Administrative
Deposits made on behalf of Fibreboard.  As described above, these
Undistributed Administrative Deposits are included as  restricted
assets,  under  the  caption "Restricted cash  and  securities  -
Fibreboard", on Owens Corning's consolidated balance sheet.


                             - 21 -

                 OWENS CORNING AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                           (unaudited)

11.   CONTINGENT LIABILITIES

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

Owens  Corning  currently estimates that  Fibreboard  will  incur
total  asbestos payments (including Administrative  Deposits)  of
approximately $800 million in 2000, $350 million in 2001 and $170
million  in  2002, all of which are payable/reimbursable  by  the
Fibreboard  Settlement  Trust  as  described  above.  The  actual
amounts  of  such payments will depend on the same variables  and
uncertainties as those described above affecting Owens  Corning's
payments.

Management Opinion
------------------

Owens Corning cautions that its estimate of Fibreboard's asbestos-
related  liabilities is influenced by the same types of variables
and  is  subject to similar uncertainty as in the case  of  Owens
Corning. Although any opinion is necessarily judgmental and  must
be  based  on  an  assessment of the variables and  uncertainties
described  above,  Owens Corning believes the  amounts  available
from  the  Fibreboard Settlement Trust will be adequate  to  fund
Fibreboard's ongoing defense and indemnity costs associated  with
asbestos-related  personal  injury  claims  for  the  foreseeable
future.

OTHER LIABILITIES

Various other lawsuits and claims arising in the normal course of
business are pending against Owens Corning, some of which  allege
substantial  damages.  Management believes that  the  outcome  of
these  lawsuits  and  claims will not have a  materially  adverse
effect  on  Owens  Corning's financial  position  or  results  of
operations.

                             - 22 -

                 OWENS CORNING AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                           (unaudited)

12.   FIBREBOARD SETTLEMENT TRUST

Under  the  Insurance Settlement described in  Note  11,  two  of
Fibreboard's insurers provided $1.873 billion during  the  fourth
quarter  of 1999 to fund Fibreboard's costs of resolving  pending
and  future asbestos claims.  The Insurance Settlement funds  are
held  in  and  invested by the Fibreboard Settlement  Trust  (the
"Trust")  and are available to satisfy Fibreboard's  pending  and
future  asbestos-related liabilities. On an  ongoing  basis,  the
funds   held   in  the  Trust  will  be  subject  to   investment
earnings/losses  and  will  be  reduced  as  applied  to  satisfy
Fibreboard's asbestos liabilities.  Under the terms of the Trust,
any   Trust  assets  which  ultimately  are  not  used  to   fund
Fibreboard's asbestos liabilities must be distributed to charity.

The  Trust is a qualified settlement fund for federal income  tax
purposes, and is taxed separately from Owens Corning on  its  net
taxable   income,  after  deduction  for  related  administrative
expenses.

General Accounting Treatment
----------------------------

The  assets  of  the Trust are comprised of cash  and  marketable
securities   (collectively,  the  "Trust   Assets")   and,   with
Fibreboard's Undistributed Administrative Deposits, are reflected
on  Owens  Corning's  consolidated balance  sheet  as  restricted
assets.   These assets are reflected as current assets  or  other
assets,   with  each  category  denoted  "Restricted   cash   and
securities  - Fibreboard".  The funds held in the Trust  must  be
expended  either in connection with Fibreboard's asbestos-related
liabilities  or  to  satisfy the obligation under  the  Trust  to
distribute to charity the assets, if any, remaining in the  Trust
after  satisfaction of all such liabilities.  Accordingly,  Owens
Corning's consolidated balance sheet also reflects liabilities in
an  aggregate  amount equal to the funds held in  the  Trust  and
Fibreboard's   Undistributed  Administrative   Deposits.    These
liabilities,   denoted   as   "Asbestos-related   liabilities   -
Fibreboard,"  are  reflected  as current  or  other  liabilities,
depending on the period in which payment is expected.   At  March
31,  2000,  Owens Corning estimates Fibreboard's asbestos-related
liabilities  at  $1.476  billion, with a residual  obligation  to
charity   of   $114  million.   Payments  from  the   Trust   and
distributions  from  Undistributed  Administrative  Deposits  for
asbestos-related liabilities reduce both the assets  and  related
liabilities on the consolidated balance sheet.

For  accounting  purposes, the Trust Assets are  classified  from
time  to  time as "available for sale" or "held to maturity"  and
are  reported in the Company's consolidated financial  statements
in   accordance  with  SFAS  No.  115,  "Accounting  for  Certain
Investments   in   Debt  and  Equity  Securities."   Accordingly,
marketable  securities  classified  as  available  for  sale  are
recorded   at   fair  market  value  and  marketable   securities
designated as held to maturity are recorded at amortized cost.

Any   unrealized  increase/decrease  in  fair  market  value   is
reflected as a change in the carrying amount of the asset on  the
consolidated  balance  sheet as well as an  increase/decrease  to
other  comprehensive income within stockholders' equity,  net  of
tax.   The  residual  liability to be paid to charity  will  also
increase/decrease,  with  a  related decrease/increase  to  other
comprehensive income within stockholders' equity, net of tax.

Any  earnings and realized gains/losses on the Trust  Assets  are
reflected as an increase/decrease in the carrying amount of  such
assets  on  the  consolidated balance  sheet  as  well  as  other
income/expense  on  the consolidated statement  of  income.   The
residual   liability   to   be  paid   to   charity   will   also
increase/decrease,  with  related  other  expense/income  on  the
consolidated statement of income. Cost for purposes of  computing
realized   gains/losses   is  determined   using   the   specific
identification method.

                             - 23 -

                 OWENS CORNING AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                           (unaudited)

12.   FIBREBOARD SETTLEMENT TRUST (continued)

Results for the Period Ending March 31, 2000
--------------------------------------------

Trust    Assets   generated   interest/dividend    earnings    of
approximately  $20 million in the first quarter  of  2000,  which
have  been recorded as an increase in the carrying amount of  the
assets on Owens Corning's consolidated balance sheet and as other
income  on  the  consolidated statement of income.  This  income,
however,  has  been offset by an equal charge to  other  expense,
which  represents the increase in the residual  liability  to  be
paid to charity.

Payments for asbestos litigation claims from the Trust (including
Administrative Deposits) during the first quarter  of  2000  were
approximately $385 million. Such payments were funded by existing
cash  in the Trust or proceeds from the sale of securities.   The
sale of securities during the first quarter of 2000 resulted in a
net  realized  gain of less than $1 million.  Realized  gains  or
losses from the sale of securities are reflected on the Company's
financial  statements  in the same manner as  actual  returns  on
Trust Assets, described above.

At  March  31, 2000, the fair market value adjustment  for  those
securities  designated as available for sale resulted  in  a  net
unrealized gain of approximately $1 million.  This gain has  been
reflected  in  the  Company's consolidated balance  sheet  as  an
increase  to the carrying amount of the asset and an increase  to
other comprehensive income.  This gain has also been reflected as
an  increase  to  the  liability to be paid to  charity,  with  a
corresponding decrease to other comprehensive income.

At  March  31,  2000, the fair value of Trust Assets  was  $1.479
billion,  all  of  which were invested in marketable  securities.
$600  million of these marketable securities have been classified
as  a  current  asset  while the remaining securities  have  been
classified as noncurrent assets.

The amortized cost, gross unrealized holding gains and losses and
fair  value  of the investment securities available for  sale  at
March 31, 2000 and December 31, 1999 are as follows:

<TABLE>
<S>                  <C>            <C>          <C>         <C>
                                    March 31, 2000
                                    --------------
                                 Gross         Gross
                  Amortized   Unrealized     Unrealized      Fair
                     Cost        Gain           Loss        Value
                     ----        ----           ----        -----
                               (In millions of dollars)

Corporate Bonds   $  363         $  -           $  -       $   363
Corporate Notes      376            -              -           376
Municipal Bonds      239            -              -           239
Mutual Funds          85            -              -            85
Time Deposits        195            -              -           195
US Government
  Bonds              221            -              -           221
                  ------         -----          -----      -------

Total             $1,479            -              -       $ 1,479

</TABLE>
                             - 24 -

                 OWENS CORNING AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                           (unaudited)

12.   FIBREBOARD SETTLEMENT TRUST (continued)

<TABLE>
<S>                      <C>             <C>          <C>       <C>
                                     December 31, 1999
                                     -----------------
                                      Gross        Gross
                       Amortized    Unrealized   Unrealized     Fair
                         Cost         Gain         Loss       Value
                         ----         ----         ----       -----
                                 (In millions of dollars)

Corporate Bonds        $    85       $   -         $   -      $    85
Corporate Notes          1,334           -            (1)       1,333
Municipal Bonds            199           -             -          199
US Government Bonds        221           -             -          221
                       -------       ------        ------     -------
Total                  $ 1,839       $   -         $  (1)     $ 1,838
</TABLE>



Maturities  of investment securities classified as available  for
sale  at  March  31,  2000 and December 31, 1999  by  contractual
maturity  are shown below.  Expected maturities will differ  from
contractual  maturities because borrowers may have the  right  to
recall  or  prepay obligations with or without call or prepayment
penalties.

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

                                March 31, 2000     December 31, 1999
                                --------------     -----------------
                              Amortized   Fair    Amortized   Fair
                                Cost      Value     Cost      Value
                                ----      -----     ----      -----
                                     (In millions of dollars)

Due within one year          $    818    $    818   $ 1,152   $ 1,152
Due after one year through
 five years                        50          50        72        72
Due after five years through
 ten years                         16          16        87        87
Due after ten years               595         595       528       527
                             --------    --------   -------   -------
Total                        $  1,479    $  1,479   $ 1,839   $ 1,838
</TABLE>

                             - 25 -

                 OWENS CORNING AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                           (unaudited)

12.   FIBREBOARD SETTLEMENT TRUST (continued)

The table below summarizes Trust and Administrative Deposits activity for
the first quarter of 2000:

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

                     Interest  Unrealized    Sale    Realized
            Balance     and      Gain /       of      Gain /                    Balance
           12/31/99  Dividends   (Loss)   Securities  (Loss)   Other  Payments  3/31/00
           --------  --------- ---------- ---------- -------   -----  --------  -------
Assets
------
Cash (Note
 11)        $    -    $  -      $    -    $  385      $ -     $   -    $(385)  $    -
Restricted
 Cash
 (Note 11)       -       -           -         -        -       111        -      111
Marketable
 Securities:
 Available
  for Sale   1,838      20           1      (385)       -         5        -    1,479
            ------    -----     ------    ------      -----    ----    -----   ------
Total
 Assets     $1,838    $ 20      $    1    $    -      $ -      $116    $(385)  $1,590
            ======    =====     ======    ======      =====    ====    =====   ======

Liabilities
-----------
Asbestos
 Litigation
 Claims
 (Note 11)  $1,750   $   -      $    -    $   -       $ -     $111     $(385)  $1,476
Charity         88      20           1        -         -        5         -      114
            ------   -----      ------    -----       -----   ----     -----    ------

Total
 Liabilities
           $ 1,838   $  20      $    1    $   -       $ -     $116     $(385)  $1,590
           =======   =====      ======    =====       =====   =====    =====    ======
</TABLE>

                             - 26 -

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,  material
costs,  construction  activity, interest rate  movements,  issues
involving implementation of new business systems, achievement  of
expected  cost  reductions,  asbestos  litigation,  and   general
economic conditions.

RESULTS OF OPERATIONS

Business Overview
-----------------

Owens Corning'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, (iii)  entering  new  growth
markets and (iv) forming strategic alliances and partnerships  to
complement our existing businesses. We have implemented 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
leverages our broad product offering and strong brand recognition
to  increase  our  share  of  the  building  materials  and  home
improvement markets.  This systems approach represents a focus on
systems-driven solutions that combine Owens Corning's insulation,
roofing,  exterior  and  acoustic  systems,  to  provide  a  high
performance, cost-effective building "envelope" for the home.  We
are  also  very committed to taking full advantage of  e-Business
opportunities.   Through alliances with BuildNet and  ImproveNet,
for  example, we are working directly with consumers to help them
find   solutions  for  their  needs.  In  the  Composite  Systems
Business,  Owens  Corning has partnered  with  end  users,  OEMs,
systems  suppliers and other players within the supply chain  for
development of substitution opportunities for composite  systems.
In   addition,   Owens  Corning  has  virtually   completed   the
implementation  of  Advantage 2000, a fully  integrated  business
technology  system designed to reduce costs and improve  business
processes.

Owens  Corning's sales have grown from less than $3.4 billion  in
1994  to  over  $5.0 billion in 1999. Acquisitions  have  been  a
significant  source of that growth.  Since 1994, we completed  17
acquisitions  for  an  aggregate  purchase  price  of  over  $1.2
billion.  These acquisitions have broadened our lines of business
to  include siding, accessories and other home exteriors and have
diversified our materials portfolio beyond fiber glass to include
polymers (such as vinyl and styrene), metal and stone.

During  1998  and  1999,  we realized  the  benefits  of  pricing
improvements  applicable  to  many  of  our  products  and   cost
reductions resulting from our strategic restructuring program and
other   profitability   and  productivity  initiatives.   Pricing
improvements over the course of 1999, particularly in residential
insulation, resulted in approximately a $140 million increase  in
income  from  operation compared to 1998.  These cost  reductions
and  pricing  improvements have continued  into  2000.   However,
during  first  quarter  2000, we have experienced  a  significant
increase  in our roofing and vinyl raw material costs, which  are
directly related to higher crude oil prices.

                             - 27 -

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

Quarter Ended March 31, 2000
----------------------------

Sales and Profitability
-----------------------

Net  sales  for  the  quarter ended March 31,  2000  were  $1.257
billion,  up  11%  from the first quarter 1999  level  of  $1.130
billion.  The sales increase is due largely to higher volume  and
favorable pricing in the Building Materials business as  well  as
volume  increases  in  the  Composite Systems  business.  In  the
Building  Materials business, sales during the first  quarter  of
2000  reflect  both  volume and price improvements  in  the  U.S.
roofing  market  as  well as price improvements  on  the  asphalt
market  prices  compared to the first quarter of 1999,  continued
favorable  price  trends  applicable  to  residential  insulation
products,  particularly  in  the  U.S.,  and  volume  and   price
increases   in  the  vinyl  siding  market.   In  the  Composites
business,  sales  reflect volume increases, particularly  in  the
U.S., as well as slight price increases in all composites markets
during the first quarter of 2000.  On a consolidated basis, there
was virtually no currency translation impact on sales denominated
in  foreign currencies during the first quarter of 2000  compared
to  the  first  quarter  of  1999.  Please  see  Note  1  to  the
Consolidated Financial Statements.

Sales outside the U.S. represented 18% of total sales during  the
first  quarter of 2000, compared to 19% during the first  quarter
of 1999.  The relative decline in non-U.S. sales is primarily due
to  the  volume and price increases in 2000 attributable to  U.S.
roofing,  vinyl  and composites products, along with  volume  and
price  declines  in  Canadian  and European  insulation  markets.
Gross margin for the quarter ended March 31, 2000 was 23% of  net
sales,  which is unchanged from the first quarter of  1999.   The
consistent  gross  margin percentage reflects  price  and  volume
increases  offset  by raw material price increases  as  discussed
above.

Marketing  and  administrative expenses were $148 million  during
the  first quarter of 2000, compared to $136 million in the first
quarter  of  1999.   The  increase is primarily  attributable  to
increased  marketing programs targeted at new growth initiatives.
These expenditures reflect our commitment to growth evidenced  by
the 11% sales increase in the first quarter of 2000.

For  the quarter ended March 31, 2000, Owens Corning reported net
income  of $48 million, or $.84 per share, compared to net income
of  $44  million, or $.77 per share, for the quarter ended  March
31,  1999.  Net income in the first quarter of 2000 reflects  the
price  and  volume increases described above, offset in  part  by
increased  material  costs  as well as  increased  marketing  and
administrative expenses.  Additionally, net income  includes  the
impact  of  losses associated with the  realignment and  sale  of
certain  businesses  in the U.S., offset by an  $11  million  tax
benefit   reflecting  the  implementation  of  our  tax  strategy
associated with one of our foreign subsidiaries. Cost of borrowed
funds  during  the  first quarter of 2000  was  $42  million,  $9
million  higher  than  the  first  quarter  1999  level,  due  to
increased  debt supporting payments associated with the  National
Settlement Program and higher rates on floating rate debt.

Building Materials
------------------

In  the  Building Materials segment, sales increased 9% to $1.007
billion  in  the  first  quarter of 2000 compared  to  the  first
quarter   of   1999,  reflecting  increased  volume   and   price
improvements attributable to U.S. roofing products, primarily  in
the  laminent  shingles market, and a pass-through  of  increased
asphalt  costs, as well as price increases in the U.S. insulation
markets,   which  were  slightly  offset  by  volume   decreases.
Building Materials sales also reflect the benefits of volume  and
price  increases in U.S. vinyl siding markets, offset  by  volume
and  price  declines  in  the Canadian  and  European  insulation
markets.  There was virtually no currency translation  impact  on
sales  denominated in foreign currencies during the first quarter
of 2000.  Income from operations was $76 million during the first
quarter of 2000, which is  consistent with the amount reported in

                             - 28 -

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

the  same  period in 1999.  Income from operations in  the  first
quarter  of  2000  reflects  the volume  and  price  improvements
described  above, offset by an increase in asphalt and PVC  resin
raw  material costs, associated with roofing and vinyl  products.
Due  to  the  rapid  rise in crude oil prices  and  significantly
increased market demand for PVC during the first quarter of 2000,
Owens Corning was unable to fully pass through the rapidly rising
costs of asphalt and PVC resin.  Actions taken during the quarter
to improve productivity and increase prices are expected to close
the  gap  going  forward.  Please see Note 1 to the  Consolidated
Financial Statements.

Composite Materials
-------------------

In  the  Composite Materials segment, sales were up 20%  to  $284
million  during the first quarter of 2000, compared to the  first
quarter  of  1999,  due  to slight price and  significant  volume
increases.  Price increases were consistent across  all  markets.
volume  increased significantly in the U.S. market and moderately
in  Europe,  more than offsetting slight decreases  in  Asia  and
Canada.  The currency translation impact on sales denominated  in
foreign  currencies  was slightly unfavorable  during  the  first
quarter of 2000.  Income from operations was $55 million  in  the
first  quarter of 2000, compared to $31 million in the prior-year
period.   The  increase  reflects  volume  and  price   increases
discussed  above  as  well as an approximately  $15  million  net
pretax cost reduction relating to the continuing benefits of  our
asset   optimization  programs.  Please  see  Note   1   to   the
Consolidated Financial Statements.

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. In June 1999, the FASB issued SFAS 137,
"Accounting  for Derivative Instruments and Hedging Activities  -
Deferral of the Effective Date of FASB Statement No. 133."   SFAS
137  delays  the  effective date to fiscal years beginning  after
June 15, 2000, but earlier adoption is allowed.

We  are  assessing  the  impact of  SFAS  133  on  our  financial
statements  and  plan to adopt this accounting  change  effective
January  1,  2001.  We have completed an inventory  of  both  our
freestanding  derivatives,  including forward  contracts,  option
contracts,   currency  swaps  and  interest   rate   swaps,   and
derivatives  which are embedded in other contracts.   During  the
second quarter of 2000, we will estimate the financial impact  of
adoption,  evaluate  existing  risk  management  activities   and
perform  an  information systems assessment.  We will review  our
risk  management  policies and modify our business  processes  as
needed  in  order  to  comply with SFAS 133  and  to  temper  the
volatility in earnings and other comprehensive income.

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Cash  flow  from  operations was negative $679  million  for  the
quarter  ended March 31, 2000, compared to negative $304  million
for  the quarter ended March 31, 1999.  The decline in cash  flow
from operations in 2000 is largely attributable to a $291 million
increase  in payments  for asbestos litigation  claims (including

                             - 29 -

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

amounts  deposited in escrow accounts established  to  facilitate
claims processing ("Administrative Deposits")) net of  insurance,
a  smaller federal income tax refund and an increase in  accounts
receivable.  The  low level of receivables at December  31,  1999
reflected the benefits of collection efforts at the end  of  last
year.   Payments   for  asbestos  litigation  claims   (including
Administrative  Deposits)  were $479  million  during  the  first
quarter  of  2000 and proceeds from insurance were  $12  million,
compared  to  $195 million and $19 million, respectively,  during
the first quarter of 1999. A portion of the 2000 payments include
payments  delayed  from  1999;  the  balance  reflects  scheduled
payments under the National Settlement Program (NSP).  Please see
Notes 8 and 11 to the Consolidated Financial Statements.

Inventories at March 31, 2000 increased by $45 million  from  the
December  31,  1999 level, due largely to the seasonal  build  of
inventories.  Receivables at March 31, 2000 were $531 million,  a
$173   million  increase  over  the  December  31,  1999   level,
attributable  to  the seasonal increase in sales.   As  indicated
above,  the  low  level  of  receivables  at  December  31,  1999
reflected the benefits of collection efforts at the end  of  last
year.  The  decrease in accounts payable and accrued  liabilities
from  $839 million at December 31, 1999 to $717 million at  March
31,  2000  reflects  typical payment patterns  during  the  first
quarter.

At  March  31,  2000,  Owens Corning's net  working  capital  was
negative $235 million and our current ratio was .91, compared  to
negative $828 million and .72, respectively, at December 31, 1999
and  negative  $289 million and .85, respectively, at  March  31,
1999.   A  $94  million decrease in the current  portion  of  the
reserve   for  asbestos  litigation  claims,  net  of  insurance,
contributed to the increase in net working capital at  March  31,
2000  compared to March 31, 1999.  Offsetting the  above  were  a
nearly  $200  million  decline in  the  current  portion  of  our
deferred  income  tax  asset  and an approximately  $100  million
increase  in  the current portion of long-term debt  compared  to
March 31, 1999.

Total  borrowings  at  March 31, 2000 were $2.672  billion,  $681
million  higher  than  at  year-end  1999,  reflecting  increased
payments  for asbestos litigation claims and increased levels  of
working  capital.  Owens Corning typically uses cash  during  the
first  half of the year as it builds inventory and other  working
capital.

As  of  March  31, 2000, we had unused lines of  credit  of  $595
million available under long-term bank credit facilities  and  an
additional $139 million under short-term facilities, compared  to
$1.239 billion and $174 million, respectively, at year-end  1999.
The  decrease in unused available lines of credit reflects  Owens
Corning's  increased  borrowings at March 31,  2000  compared  to
December  31,  1999. Letters of credit issued under the  facility
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.

Capital  spending  for  property, plant and equipment,  excluding
acquisitions,  was  $68  million in the first  quarter  of  2000.
Owens  Corning anticipates that 2000 capital spending,  exclusive
of   acquisitions   and  investments  in  affiliates,   will   be
approximately $295 million, the majority of which is uncommitted.
We  expect that funding for these expenditures will be  from  our
operations and external sources as required.

Asbestos Litigation
-------------------

Please see also Note 11 to the Consolidated Financial Statements.

Owens  Corning has implemented the NSP, which, as  of  March  31,
2000,  has  settled  more than 235,000 asbestos  personal  injury
claims  against  Owens  Corning.  The NSP  has  also  established
procedures and fixed payments for resolving future claims brought
by  participating plaintiffs' law firms through an administrative
processing  arrangement,  without litigation,  through  at  least
2008.   Payments  under  the  NSP  for  settled


                             - 30 -

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

present  claims  will generally be made through  2005,  with  the
majority  of  payments made in 1999 and 2000. It  is  anticipated
that  payments  for a limited number of future  "exigent  claims"
(principally those of living malignancy claimants) will generally
begin  in  2000.   Payments  for other qualifying  future  claims
generally  will begin in 2003, and will be made on the  following
schedule, based on when such claims are accepted by Owens Corning
for payment:

<TABLE>
<C>                                     <C>

  Date Accepted for Payment                   Year in which Claim Will be Paid
  -------------------------                   --------------------------------
January 1, 1999 through June 30, 2000                     2003

July  1,  2000  through December  31, 2001                2004

January 1, 2002 through June 30, 2003                     2005

July  1, 2003 through December  31, 2004                  2006

January 1, 2005 through June 30, 2006                     2007

July 1, 2006 or later                              60 days to one year
                                                     after acceptance
</TABLE>

The  schedule of payments for qualifying future claims under  NSP
Agreements  entered into during the fourth quarter  of  1999  and
thereafter will be delayed by at least one year.

If,  in  any calendar year after 2002, the payment of any amounts
under  the NSP in respect of future claims might cause a  default
under  Owens  Corning's  then prevailing  loan  covenants,  Owens
Corning  will  have the right to defer payment  of  such  amounts
until  February  15 of the following year.  Commencing  in  2003,
subject  to the variables and uncertainties discussed in Note  11
to  the  Consolidated Financial Statements, Owens Corning expects
that  its payments for such amounts will not exceed $150  million
per  year.  Additional  settlement  payments  will  be  made   by
Fibreboard, as discussed below.

In  addition  to  the right to defer payments for  future  cases,
Owens Corning has requested that NSP participating firms agree to
defer  payments  in  2000 through 2002 on present  cases  to  the
extent  necessary to ensure that Owens Corning limits  its  total
asbestos  payments  to the following schedule:  $950  million  in
2000,  $400  million  in  2001, and $250 million  in  2002.  This
deferral  program is designed to ensure continued  predictability
and manageability of Owens Corning's cash flow, while taking into
account  the ongoing expansion of the NSP, the timing of expected
future   insurance  recoveries,  efficient  tax   planning,   and
compliance with ongoing loan covenants.  Owens Corning has agreed
to  pay  any  such deferred amounts in two equal installments  in
2003  and  2004, subject to then applicable loan covenants.   Any
such  deferred amounts paid in 2003 and 2004 would be in addition
to the payments for future Owens Corning claims (described above)
during such years.

To  respond  to  Owens Corning's request for deferrals,  the  NSP
firms  appointed an Executive Committee to consider the  request,
conduct  appropriate due diligence, and make a recommendation  to
NSP participating firms.  This review has been completed, and the
Executive  Committee  has  agreed to recommend  the  schedule  of
payments  described  above ("Deferral Program").   To  facilitate
implementation  of  the  Deferral  Program,  Owens  Corning  will
request   that  each  participating  firm  agree  to  amend   its
respective NSP Agreement accordingly.

In  the  first  quarter  of  2000, gross  payments  for  asbestos
litigation  claims (including Administrative Deposits)  by  Owens
Corning (excluding Fibreboard) were $479 million.  Proceeds  from
insurance  were  $12  million, resulting in  a  net  pretax  cash
outflow  of $467 million. Owens Corning currently estimates  that
it  (excluding  Fibreboard)  will make asbestos-related  payments
(including Administrative Deposits) before tax and application of
insurance  recoveries of approximately $950 million during  2000,
$400 million in 2001 and

                             - 31 -

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

$250  million  in 2002. The actual amounts of such payments  will
depend  on numerous variables, including: (1) the rate  at  which
NSP  claims  are  submitted and processed; (2)  the  severity  of
disease involved in such claims; (3) the number and type of  non-
NSP  claims  resolved;  (4) the cost of  resolving  such  claims,
including  defense costs; (5) the amount of insurance  recoveries
obtained;  and  (6)  the  acceptance  and  applicability  of  the
Deferral Program described above.

Fibreboard  is  a  party  to  the NSP  Agreements,  which  became
effective  as to Fibreboard in the fourth quarter of  1999,  when
the Insurance Settlement (discussed below) became effective.   As
of  March  31,  2000, Fibreboard has settled,  through  the  NSP,
approximately 200,000 asbestos personal injury claims.   The  NSP
Agreements  also  provide  for the  resolution  of  other  future
asbestos  personal injury claims against Fibreboard  through  the
administrative processing arrangement described above  for  Owens
Corning.    The  timing  of  payments  for  settled  and   future
Fibreboard claims will be consistent, generally, with the  timing
of Owens Corning payments, described above.

Under  the  Insurance  Settlement, two of  Fibreboard's  insurers
provided $1,873 million during the fourth quarter of 1999 to fund
Fibreboard's  costs  of  resolving pending  and  future  asbestos
claims,  under  the NSP, in the tort system, or  otherwise.   The
Insurance  Settlement  funds are held  in  and  invested  by  the
Fibreboard   Settlement  Trust  and  are  available  to   satisfy
Fibreboard's pending and future asbestos-related liabilities.  As
of  March  31,  2000, $1,479 million was held in  the  Fibreboard
Settlement  Trust  and  $111 million was  held  in  Undistributed
Administrative Deposits on behalf of Fibreboard.  On  an  ongoing
basis,  the funds held in the Trust will be subject to investment
earnings/losses  and  will  be  reduced  as  applied  to  satisfy
Fibreboard's  asbestos liabilities.  Generally,  it  is  expected
that  payments of Fibreboard's asbestos liabilities will be  paid
directly  by  the  Fibreboard  Settlement  Trust  on  behalf   of
Fibreboard.   Any  asbestos-related  amounts  paid  directly   by
Fibreboard are subject to reimbursement from the Trust's  assets.
Under  the terms of the Trust, any of such assets that ultimately
are  not  used to fund Fibreboard's asbestos liabilities must  be
distributed to charity.

Funds  held  in the Fibreboard Settlement Trust and  Fibreboard's
Undistributed  Administrative Deposits  are  reflected  on  Owens
Corning's Consolidated Balance Sheet as restricted assets.  These
assets are reflected as current assets or other assets, with each
category  denoted "Restricted cash and securities -  Fibreboard".
The funds held in the Trust must be expended either in connection
with Fibreboard's asbestos-related liabilities or to satisfy  the
obligation  under the Trust to distribute to charity the  assets,
if  any,  remaining in the Trust after satisfaction of  all  such
liabilities.   Accordingly, Owens Corning's Consolidated  Balance
Sheet  also reflects liabilities in an aggregate amount equal  to
the  funds  held  in  the  Trust and  Fibreboard's  Undistributed
Administrative Deposits.  These liabilities, denoted as "Asbestos-
related  liabilities - Fibreboard", are reflected as  current  or
other  liabilities, depending on the period in which  payment  is
expected.    At   March   31,  2000,  Owens   Corning   estimates
Fibreboard's asbestos-related liabilities at $1,476 million, with
a residual obligation to charity of $114 million.  See Note 12 to
the  Consolidated Financial Statements for additional information
concerning the Fibreboard Settlement Trust.

In  the  first  quarter  of  2000, gross  payments  for  asbestos
litigation  claims  (including Administrative  Deposits)  against
Fibreboard  were approximately $385 million, all  of  which  were
paid/reimbursed  by  the  Fibreboard  Settlement  Trust.    Owens
Corning  currently  estimates that Fibreboard  will  incur  total
asbestos   payments   (including  Administrative   Deposits)   of
approximately $800 million in 2000, $350 million in 2001 and $170
million  in  2002, all of which are payable/reimbursable  by  the
Fibreboard Settlement Trust as described above.

Owens  Corning expects funds generated from operations,  together
with  funds  available  under long and  short  term  bank  credit
facilities,  liability  insurance policies,  and  the  Fibreboard
Settlement  Trust,  to  be  sufficient  to  meet  its   liquidity
requirements.

                             - 32 -

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

Environmental Matters
---------------------

Owens  Corning  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).   We  have
also  been  deemed a PRP under similar state or local  laws.   In
other  instances, other PRPs have brought suits or claims against
us  as  a PRP for contribution under such federal, state or local
laws.  During the first quarter of 2000, we were designated as  a
PRP  in such federal, state, local or private proceedings  for  2
additional  sites.  At March 31, 2000, a total  of  48  such  PRP
designations  remained  unresolved.  We are  also  involved  with
environmental investigation or remediation at a number  of  other
sites at which Owens Corning has not been designated a PRP.

We  have established a $27 million reserve for our Superfund (and
similar  state, local and private action) contingent liabilities.
Based  upon  information presently available to us,  and  without
regard  to  the  application  of  insurance,  we  believe   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 our  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.   The  EPA  issued regulations for wool  fiber  glass  and
mineral  wool in June 1999, for amino/phenolic resin in  January,
2000  and  for  secondary aluminum smelting in  March  2000.   We
anticipate  that our other sources to be regulated will  be,  wet
formed  fiber  glass mat, asphalt processing and  roofing,  metal
coil coating, and open molded fiber-reinforced plastics, but  all
dates  per  the EPA's currently announced schedule are listed  as
"Pending."   Based on information now known to us, including  the
nature  and  limited number of regulated materials Owens  Corning
emits,  we  do  not  expect the Act to have a materially  adverse
effect on our results of operations, financial condition or long-
term liquidity.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Owens  Corning  is  exposed to the impact of changes  in  foreign
currency  exchange rates and interest rates in the normal  course
of business.  We manage such exposures through the use of certain
financial  and  derivative financial instruments.  Our  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.

We enter 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. We also enter  into  certain
currency  and interest rate swaps to protect the carrying  amount
of  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.

Our   policy  is  to  use  foreign  currency  and  interest  rate
derivative financial instruments only to the extent necessary  to
manage  exposures  as  described above.  We  do  not  enter  into
foreign  currency  or interest rate derivative  transactions  for
speculative purposes.

We  use  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


                             - 33 -

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

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 we would expect from adverse changes
in  foreign currency exchange rates or interest rates assuming  a
95% confidence level:

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

                                      March 31,   December 31,
                                         2000           1999
                                         -----          ----
               Risk Category          (In millions of dollars)
               -------------

          Foreign currency               $ -             $ -
          Interest rate                  $ 8             $ 6
</TABLE>


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

                             - 34 -

                   PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

See   Note   11,  Contingent  Liabilities,  to  Owens   Corning'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  Owens  Corning's  registered
      securities  was materially modified in the quarter ended  March
      31, 2000.

(b)  None of the rights evidenced by any class of Owens Corning's
     registered securities was materially limited or qualified in  the
     quarter  ended March 31, 2000 by the issuance or modification  of
     any other class of securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

(a)   During  the  quarter ended March 31,  2000,  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  Owens  Corning  or  any  of  our  significant
      subsidiaries exceeding 5 percent of the total assets  of  Owens
      Corning and consolidated subsidiaries.

(b)   During  the  quarter  ended March  31,  2000,  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 Owens Corning  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 Owens Corning.

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, 2000.

ITEM 5.  OTHER INFORMATION

Owens Corning 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, 2000, Owens Corning  filed
     the following current report on Form 8-K:

           - Filed January 25, 2000, under Item 5, "Other Events".


                             - 35 -

                           SIGNATURES

Pursuant  to the requirements of the Securities Exchange  Act  of
1934,  Owens Corning has duly caused this report to be signed  on
its behalf by the undersigned, thereunto duly authorized.


                                     OWENS CORNING

                                     Registrant


Date:  May 8, 2000                  By:  /s/  Michael H. Thaman
       ------------                      ------------------------
                                         Michael H. Thaman
                                         Senior Vice President and
                                         Chief Financial Officer
                                         (as duly authorized officer)


Date:  May 8, 2000                  By:  /s/  Deyonne F. Epperson
       ------------                      --------------------------
                                         Deyonne F. Epperson
                                         Vice President and Controller


                             - 36 -

                          EXHIBIT INDEX

Exhibit
Number         Document Description
-------        --------------------

 (3)   Articles of Incorporation and By-Laws.

       (i)     Certificate of Incorporation of Owens Corning,
               as  amended  (incorporated herein by  reference  to
               Exhibit (3) to Owens Corning'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  Owens  Corning's  annual report  on  Form  10-K
               (File No. 1-3660) for the year 1999).

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

(27)   Financial Data Schedule (filed herewith).

(99)   Additional Exhibits.

       Specimen Certificate of Common Stock of Owens Corning (filed herewith).

       Subsidiaries of Owens Corning, as amended (filed herewith).