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, 1997
                              
                 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, 1997
                              
                         53,263,731
                              
                              
                              
                              
<PAGE>                            - 2 -
                              
                PART 1. FINANCIAL INFORMATION
                              
ITEM 1. FINANCIAL STATEMENTS
                              
               OWENS CORNING AND SUBSIDIARIES
                              
              CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<S>                                       <C>       <C>
                              
                                              Quarter Ended
                                                March 31,
                                              1997    1996
                                         (In millions of dollars,
                                           except  share data)

NET SALES                                  $   875  $  849

COST OF SALES                                  652     632

 Gross margin                                  223     217

OPERATING EXPENSES

 Marketing and administrative expenses         122     127
 Science and technology expenses                17      21
 Other                                           7     (3)

   Total operating expenses                    146     145

INCOME FROM OPERATIONS                          77      72

Cost of borrowed funds                          19      18

INCOME BEFORE PROVISION
 FOR INCOME TAXES                               58      54

Provision for income taxes (Note 3)             19      16

INCOME BEFORE EQUITY
 IN NET INCOME OF AFFILIATES                    39      38

Equity in net income of affiliates               3       1

NET INCOME                                 $    42  $   39


NET INCOME PER COMMON SHARE

Primary net income per share               $    .79 $   .75
Fully diluted net income per share         $    .76 $   .73

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

  Primary                                     53.5     52.3
  Assuming full dilution                      58.1     56.9
</TABLE>
                              
                              
The accompanying notes are an integral part of this statement.


<PAGE>                            - 3 -

               OWENS CORNING AND SUBSIDIARIES
                              
                 CONSOLIDATED BALANCE SHEET
<TABLE>
<S>                                       <C>       <C> 
                                          March 31,December 31,
                                             1997      1996
ASSETS                                  (In millions of dollars)

CURRENT

 Cash and cash equivalents                 $    13  $   45
 Receivables                                   425     314
 Inventories (Note 4)                          430     340
 Insurance for asbestos litigation
  claims - current portion (Note 7)             75     100
 Deferred income taxes                         106     106
 VEBA trust                                     11      19
 Income tax receivable                           4       4
 Other current assets                           43      30

   Total current                             1,107     958

OTHER

 Insurance for asbestos litigation
  claims (Note 7)                              439     454
 Deferred income taxes                         457     474
 Goodwill                                      301     286
 Investments in affiliates                      66      64
 Other noncurrent assets                       182     155

   Total other                               1,445   1,433

PLANT AND EQUIPMENT, at cost

 Land                                           57      58
 Building and leasehold improvements           615     614
 Machinery and equipment                     2,382   2,384
 Construction in progress                      268     285
                                             3,322   3,341
    Less--Accumulated   depreciation        (1,767) (1,819)


   Net plant and equipment                   1,555   1,522

TOTAL ASSETS                               $ 4,107  $3,913
</TABLE>
                              
                              
                              
                              
                              
                              
The accompanying notes are an integral part of this statement.
        

<PAGE>                         - 4 -
                              
               OWENS CORNING AND SUBSIDIARIES
                              
                 CONSOLIDATED BALANCE SHEET
                         (Continued)
<TABLE>
<S>                                       <C>       <C>                     
                              
                                           March 31,December 31,
                                              1997      1996
                                         (In millions of dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT
 Accounts payable and accrued liabilities  $   633  $  705
 Reserve for asbestos litigation claims -
  current portion (Note 7)                     275     300
 Short-term debt                               114      96
 Long-term debt - current portion               22      20

   Total current                             1,044   1,121

LONG-TERM DEBT                               1,099     818

OTHER
 Reserve for asbestos litigation claims 
   (Note 7)                                  1,600   1,670
 Other employee benefits liability             339     349
 Pension plan liability                         61      63
 Other                                         158     161

   Total other                               2,158   2,243

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

MINORITY INTEREST                               26      21

STOCKHOLDERS' EQUITY
 Common stock                                  647     606
 Deficit                                    (1,035) (1,072)
 Foreign currency translation adjustments       (7)     (1)
 Other                                         (19)    (17)

   Total stockholders' equity                 (414)   (484)

TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                    $ 4,107  $3,913
                              
</TABLE>
                              
                              
                              
                              
                                                          
The accompanying notes are an integral part of this statement.


<PAGE>                            - 5 -

               OWENS CORNING AND SUBSIDIARIES
                              
            CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<S>                                       <C>       <C>
                              
                                              Quarter Ended
                                                 March 31,
                                             1997      1996
                                       (In millions of dollars)
NET CASH FLOW FROM OPERATIONS

 Net income                                $    42  $   39
 Reconciliation of net cash provided   
  by operating activities:
   Noncash items:
    Provision for depreciation and 
     amortization                               37      33
    Provision for deferred income taxes         17       -
    Other                                       (1)      1
  (Increase) decrease in receivables          (107)    (67)
  (Increase) decrease in inventories           (91)    (51)
  Increase (decrease) in accounts
    payable and accrued liabilities            (59)    (68)
  Increase (decrease) in accrued 
    income taxes                               (11)     48
  Proceeds from insurance for asbestos
    litigation claims                           40      30
  Payments for asbestos litigation claims      (95)    (35)
  Other                                        (19)    (37)

      Net cash flow from operations           (247)   (107)

NET CASH FLOW FROM INVESTING

 Additions to plant and equipment             (74)    (77)
 Investment in subsidiaries, net of
   cash acquired (Note 6)                     (20)      -                      
 Proceeds from the sale of affiliate            -      55
 Other                                         (5)     (6)
                              
      Net cash flow from investing         $  (99)  $ (28)
                              
</TABLE>
                              
                                
                                                         
                              
The accompanying notes are an integral part of this statement.
                

<PAGE>                     - 6 -
                              
               OWENS CORNING AND SUBSIDIARIES
                              
            CONSOLIDATED STATEMENT OF CASH FLOWS
                         (Continued)
<TABLE>
<S>                                               <C>       <C>
                              
                                                  Quarter Ended
                                                    March 31,
                                                  1997     1996
                                            (In millions of dollars)
NET CASH FLOW FROM FINANCING

 Net additions to long-term credit facilities     $  257    $   98
 Other additions to long-term debt                    28         -
 Other reductions to long-term debt                   (2)      (12)
 Net increase in short-term debt                      17        41
 Dividends paid                                       (3)        -
 Other                                                19         2

      Net cash flow from financing                   316       129

Effect of exchange rate changes on cash               (2)        1

Net increase (decrease) in cash
 and cash equivalents                                (32)       (5)

Cash and cash equivalents at
 beginning of period                                  45        18

Cash and cash equivalents at end
 of period                                       $    13    $   13

</TABLE>
                                                            
                              
                              
                              
                                                            
                              
The accompanying notes are an integral part of this statement.


<PAGE>                     - 7 -

               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S>                                        <C>      <C>                   
                                              Quarter Ended
1. SEGMENT DATA                                 March 31,
                                             1997      1996
                                        (In millions of dollars)
NET SALES

Industry Segments

 Building Materials
  United States                            $   500  $  470       
  Europe                                        74      64
  Canada and other                              31      24

   Total Building Materials                    605     558

 Composite Materials
  United States                                138     150
  Europe                                        97     108
  Canada and other                              35      33

   Total Composite Materials                   270     291

Intersegment sales
 Building Materials                              -       -
 Composite Materials                            27      25
 Eliminations                                  (27)    (25)

   Net sales                               $   875  $  849

Geographic Segments

 United States                             $   638  $  620
 Europe                                        171     172
 Canada and other                               66      57

   Total                                       875     849

Intersegment sales
 United States                                  29      17
 Europe                                          9       8
 Canada and other                               22      21
 Eliminations                                  (60)    (46)

   Net sales                               $   875  $  849
</TABLE>


<PAGE>                     - 8 -
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
<TABLE>
<S>                                        <C>      <C>               
                                             Quarter Ended
1.   SEGMENT DATA (Continued)                  March 31,
                                             1997     1996
                                       (In millions of dollars)
INCOME FROM OPERATIONS (1)

Industry Segments

 Building Materials
  United States                            $    37  $   15
  Europe                                         5       5
  Canada and other                               4      (4)

   Total Building Materials                     46      16

 Composite Materials
  United States                                 40      32
  Europe                                         7      19
  Canada and other                               2       3

   Total Composite Materials                    49      54

 General corporate expense                     (18)      2

   Income from operations                       77      72

 Cost of borrowed funds                        (19)    (18)

   Income before provision
     for income taxes                         $ 58   $  54

Geographic Segments

 United States                              $   77  $   47
 Europe                                         12      24
 Canada and other                                6      (1)
 General corporate expense                     (18)      2

   Income from operations                       77      72

 Cost of borrowed funds                        (19)    (18)

   Income before provision
     for income taxes                       $   58  $   54
</TABLE>

(1)Income  from operations for the quarter ended  March  31,
   1996  includes a pretax gain of $37 million from the sale
   of   the   Company's  interest  in  its  former  Japanese
   affiliate   Asahi  Fiber  Glass  Co.  Ltd.  and   charges
   totaling  $42  million  including  valuation  adjustments
   associated  with prior divestitures, major  product  line
   productivity initiatives and a contribution to the Owens-
   Corning  Foundation.  The impact of these  special  items
   was   to  reduce  income  from  operations  for  Building
   Materials  in the United States, Europe, and  Canada  and
   other   by  $19  million,  $1  million  and  $2  million,
   respectively;  Composite Materials in the  United  States
   and  Europe  by  $3 million and $2 million, respectively;
   and   also  reduce  general  corporate  expense  by   $22
   million.


<PAGE>                            - 9 -

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

2. GENERAL

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

In  connection  with the condensed financial statements  and
notes  included  in this Report, reference is  made  to  the
financial  statements  and notes thereto  contained  in  the
Company's 1996 Annual Report on Form 10-K, as filed with the
Securities and Exchange Commission.

3.  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,
                                             1997    1996


U.S. federal statutory rate                 35%       35%
Adjustment of deferred tax asset 
  allowance                                (12)      (13)
State and local income taxes                 2         2
Other                                        8         6

Effective tax rate                          33%       30%
</TABLE>

During  the  first  quarter of 1996,  the  Company  reversed
approximately $7 million of its valuation allowances on  the
operating  loss  carryforwards of a  foreign  subsidiary  as
management determined that the loss carryforwards  would  be
realizable.  In 1997, the Company reversed the  remaining $7
million valuation allowance on this loss carryforward.

4. INVENTORIES

Inventories are summarized as follows:
<TABLE>
  <S>                                 <C>            <C> 
                                     March 31,    December 31,
                                     1997                1996
                                     (In millions of dollars)

   Finished goods                     $ 338           $ 273

   Materials and supplies               176             149

   FIFO inventory                       514             422

   Less:  Reduction to LIFO basis       (84)            (82)


                                      $ 430           $ 340
</TABLE>
Approximately  $276  million  and  $216  million   of   FIFO
inventories were valued using the LIFO method at  March  31,
1997 and December 31, 1996, respectively.
        

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

5. CONSOLIDATED STATEMENT OF CASH FLOWS

Cash payments for income taxes, net of refunds, and cost  of
borrowed funds are summarized as follows:
<TABLE>
     <S>                                  <C>       <C>               
                                            Quarter Ended
                                              March 31,
                                            1997     1996
                                     (In millions of dollars)

     Income taxes                          $   6    $ (17)
     Cost of borrowed funds                   13        6
</TABLE>

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

6.   ACQUISITIONS

During  the  first  quarter of 1997, the  Company  completed
acquisitions  in  the  Building Materials  segment,  one  in
Europe, the other in the U.S. and an acquisition in the U.S.
Composite  Materials segment.  The aggregate purchase  price
including  possible subsequent contingent consideration  was
$49  million.   These  1997 acquisitions  exchanged  340,000
shares  of  the  Company's common stock and $20  million  in
cash.

These  acquisitions  were accounted for under  the  purchase
method  of  accounting,  whereby  the  assets  acquired  and
liabilities assumed have been recorded at their fair  values
and  the results of operations of the acquisitions have been
included  in the Company's consolidated financial statements
subsequent to the acquisitions' dates.

The  purchase  price allocations were based  on  preliminary
estimates  of fair market value and are subject to revision.
The 1997 acquisitions include goodwill of $20 million, which
is  being amortized over 40 years.  The pro forma effect  of
the  acquisitions  was not material to net  income  for  the
quarters ended March 31, 1997 and 1996.

7. CONTINGENT LIABILITIES

ASBESTOS LIABILITIES

The   Company   is   a   co-defendant  with   other   former
manufacturers,  distributors  and  installers  of   products
containing  asbestos  and  with  miners  and  suppliers   of
asbestos  fibers (collectively, the "Producers") in personal
injury  and property damage litigation.  The personal injury
claimants  generally allege injuries to their health  caused
by   inhalation  of  asbestos  fibers  from  the   Company's
products.   Most of the claimants seek punitive  damages  as


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


7.   CONTINGENT LIABILITIES (Continued)

well as compensatory damages.   The  property  damage  claims 
generally  allege  property  damage  to  school,  public  and 
commercial buildings resulting from the  presence of products 
containing asbestos.  Virtually  all of  the asbestos-related 
lawsuits against the Company  arise  out  of its manufacture, 
distribution, sale or installation of an  asbestos-containing  
calcium   silicate,  high  temperature  insulation   product,  
the  manufacture  of which was discontinued in 1972.

Status

As   of  March  31,  1997,  approximately  159,200  asbestos
personal injury claims were pending against the Company,  of
which 7,000 were received in the first quarter of 1997.  The
Company  received approximately 36,400 such claims  in  1996
and 55,900 in 1995.

Many  of the recent claims appear to be the product of  mass
screening programs and not to involve malignancies or  other
significant   asbestos  related  impairment.   The   Company
believes  that at least 40,000 of the recent claims  involve
plaintiffs  whose  pulmonary  function  tests  (PFTs)   were
improperly  administered  or  manipulated  by  the   testing
laboratory  or  otherwise inconsistent with  proper  medical
practice,  and  it  is  investigating a  number  of  testing
organizations and their methods.  In 1996 the Company  filed
suit  in  federal court against the owners and operators  of
certain  pulmonary  function  testing  laboratories  in  the
southeastern   U.S.   challenging  such   improper   testing
practices. This matter is now in active pre-trial discovery.
In January 1997, the Company filed a similar suit in federal
court  in  Mississippi  naming the owner  of  an  additional
testing laboratory.
                              
During  1996 the Company was engaged in discussions  with  a
group  of approximately 30 leading plaintiffs' law firms  to
explore   approaches  toward  resolution  of  its   asbestos
liability.  The discussions involved the possible resolution
of  both pending claims and claims that may be filed in  the
future.   The  law  firms involved in the  talks  agreed  to
refrain  from  serving any further asbestos  claims  on  the
Company  unless they involved malignancies.  This  agreement
expired as to certain of the firms on November 1, 1996,  and
as  to  other firms, representing a substantial majority  of
the  cases  historically filed by the group, on  January  1,
1997.  This agreement may have impacted the number of  cases
received by the Company during 1996 and the first quarter of
1997.


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


7.   CONTINGENT LIABILITIES (Continued)

Through  March  31,  1997,  the  Company  had  resolved  (by
settlement  or  otherwise)  approximately  188,900  asbestos
personal  injury claims. This number includes cases resolved
by  two  orders  of  dismissal for lack  of  medical  proof,
covering  approximately 18,900 federal maritime cases  which
named  Owens Corning as a defendant, resulting in  a  15,600
case  reduction in the backlog after reduction for duplicate
cases   and  cases  previously  settled.   Of  these  cases,
approximately  11,700  were  dismissed  in  1996,  with  the
remaining  3,900  being dismissed in the  first  quarter  of
1997.  During  1994,  1995 and 1996,  the  Company  resolved
approximately 60,600 asbestos personal injury  claims,  over
99% without trial, and incurred total indemnity payments  of
$626 million (an average of about $10,300 per case).

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

Insurance

As  of  March  31, 1997, the Company had approximately  $289
million   in   unexhausted  insurance   coverage   (net   of
deductibles   and  self-insured  retentions  and   excluding
coverage  issued by insolvent carriers) under its  liability
insurance  policies applicable to asbestos  personal  injury
claims.   This insurance, which is substantially  confirmed,
includes both products hazard coverage and primary level non-
products  coverage.   Portions  of  this  coverage  are  not
available  until 1998 and beyond under agreements  with  the
carriers  confirming such coverage.  All  of  the  Company's
liability  insurance policies cover indemnity  payments  and
defense  fees  and  expenses subject  to  applicable  policy
limits.

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


<PAGE>                     - 13 -
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
7.   CONTINGENT LIABILITIES (Continued)

Reserve

The Company's financial statements include a reserve for the
estimated  cost  associated with  asbestos  personal  injury
claims.  This reserve was established principally through  a
charge  to  income in 1991 for the costs of asbestos  claims
expected to be received through 1999 and an additional  $1.1
billion  non-recurring,  noncash charge  to  income  (before
taking  into  account  the probable  non-products  insurance
recoveries) during the second quarter of 1996 for cases that
may  be  received  subsequent to 1999.  In establishing  the
reserve,  the Company took into account, among other things,
the  effect of  federal court decisions relating to punitive
damages  and the certification of class actions in  asbestos
cases,    the discussions with the group of plaintiffs'  law
firms  referred  to  above, the results  of  its  continuing
investigations of medical screening practices of the kind at
issue in the federal PFT lawsuits, recent developments as to
the  prospects  for  federal  and  state  tort  reform,  the
continued rate of case filings at historically high  levels,
additional information on filings received during the  1993-
1995  period and other factors.  The combined effect of  the
$1.1 billion charge and the $225 million probable additional
non-products  insurance recovery was an $875 million  charge
in the second quarter of 1996.

The  Company's  estimated total liabilities  in  respect  of
indemnity  and  defense costs associated  with  pending  and
unasserted  asbestos  personal injury  claims  that  may  be
received   in  the  future,  and  its  estimated   insurance
recoveries   in  respect  of  such  claims,   are   reported
separately as follows:
<TABLE>
    <S>                           <C>         <C>
                                 March 31,December 31,
                                 1997            1996
                               (In millions of dollars)
Reserve for asbestos
litigation claims
   Current                        $   275     $   300
   Other                            1,600       1,670

      Total Reserve                 1,875       1,970

Insurance for asbestos
litigation claims
   Current                             75         100
   Other                              439         454

      Total Insurance                 514         554

Net Asbestos Liability             $1,361      $1,416
</TABLE>

The  Company  cautions that such factors as  the  number  of
future  asbestos personal injury claims received by it,  the
rate  of  receipt  of  such claims, and  the  indemnity  and
defense  costs  associated  with  asbestos  personal  injury
claims,  as  well as the prospects for confirming additional
insurance,  including the additional $225  million  in  non-
products  coverage  referenced  above,  are  influenced   by
numerous  variables that are difficult to predict, and  that
estimates,  such  as the Company's, which  attempt  to  take
account  of  such  variables, are  subject  to  considerable


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

7.   CONTINGENT LIABILITIES (Continued)

uncertainty.   The  Company believes that  its  estimate  of
liabilities and insurance will be sufficient to provide  for
the costs of all pending and future asbestos personal injury
claims  that  involve malignancies or significant  asbestos-
related  functional impairment.  While such estimates  cover
unimpaired claims, the number and cost of unimpaired  claims
are  much  harder to predict and such estimates reflect  the
Company's  belief that such claims have little or no  value.
The  Company  will continue to review the  adequacy  of  its
estimate  of  liabilities and insurance on a periodic  basis
and make such adjustments as may be appropriate.

Management Opinion

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

NON-ASBESTOS LIABILITIES

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


<PAGE>                     - 15 -
                              
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

(All  per share information in Item 2 is on a fully  diluted
basis.   All  references to results from ongoing  operations
exclude  the  impact  of  special  items  reported  for  the
relevant period.)

RESULTS OF OPERATIONS

Net  income  for the quarter ended March 31,  1997  was  $42
million,  or $.76 per share, compared to net income  of  $39
million, or $.73 per share, for the quarter ended March  31,
1996.   The  1997 earnings growth reflects the  benefits  of
acquisitions  and  productivity  gains  experienced  in  the
Building  Materials segment and the improved performance  of
our unconsolidated affiliates.

Net  sales were $875 million for the quarter ended March 31,
1997,  a three percent increase from the 1996 level of  $849
million.    Most  of  the  first  quarter  1997  growth   is
attributable to increased volumes in the Building  Materials
segment,  where  niche acquisitions and the  integration  of
their  products  into  the Company's  existing  channels  of
distribution continue to grow the Company's volumes both  in
the U.S. and Europe.  These volume increases were offset  in
part  by  decreasing  volumes  in  the  Composite  Materials
segment,  particularly in the U.S., coupled with a worldwide
decline  in  Composite Materials pricing.  Gross margin  for
the  quarter ended March 31, 1997 was 26%, the  same  as  in
first quarter 1996.

Marketing and administrative expenses were $122 million  for
the  quarter ended March 31, 1997, compared to marketing and
administrative  expenses  from ongoing  operations  of  $119
million in the same period in 1996.  The slight increase  is
the  result  of  incremental  administrative  expenses  from
acquisitions.

Results for the first quarter of 1996 included a $37 million
pretax gain from the sale of the Company's minority interest
in  Asahi Fiber Glass Co. Ltd. in Japan and several one-time
special  charges, including valuation adjustments associated
with  prior  divestitures, major product  line  productivity
initiatives   and   a  contribution  to  the   Owens-Corning
Foundation.   The  impact  of the gain  on  net  income  was
reduced to near zero by these special items.

In  the  Building  Materials segment, sales increased  eight
percent  for  the quarter ended March 31, 1997  compared  to
1996.   This  growth  reflects the  incremental  sales  from
acquisitions  (which have been supported  by  the  Company's
existing channels of distribution) as well as an increase in
volume,  particularly in the roofing and specialty and  foam
businesses.   Income  from ongoing operations  for  Building
Materials increased 21% from 1996 levels, climbing  from  7%
to  8%  of sales, primarily the result of productivity gains
and incremental amounts derived from acquisitions.

During  the  first  quarter of 1997,  the  Company  acquired
Polypan  Nord S.P.A., a manufacturer of extruded polystyrene
foam   (XPS)  insulation  products  based  in  Italy.   This
acquisition  further expands the Company's presence  in  the
Building  Materials  segment,  particularly  the  XPS   foam
business,  and  will help to reinforce the  Company's  brand
identity  established in Europe.  Also in the first  quarter
of  1997,  the  Company  acquired  Falcon  Manufacturing  of
California,  Inc.,  a U.S. producer of expanded  polystyrene
(EPS)   foam  insulation  products.  The  EPS  manufacturing
acquisition supports the Company's overall growth agenda and
complements  the  Company's line of  energy-efficient  rigid
foam insulation products.


<PAGE>                     - 16 -


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

The  Shanghai, China insulation plant, which produces  glass
fiber   insulation  materials  for  thermal  and  acoustical
applications,  shipped  its first product  in  March.   This
represents the Company's second glass fiber insulation plant
in China, following the 1996 startup of our first insulation
plant in Guangzhou.

In  the  Composite Materials segment, sales decreased  seven
percent  for  the quarter ended March 31, 1997,  versus  the
first quarter of 1996.  The sales decline is attributable to
pricing  weakness  in Europe, along with customer  inventory
adjustments and increased competition in the U.S.  Composite
Materials  income  from operations in the first  quarter  of
1997  experienced a 17% decline when compared to income from
ongoing  operations  for the first  quarter  of  1996.   The
decline  is  primarily attributable to the pricing  weakness
being  experienced in Europe as well as lower U.S.  volumes.
For  the  balance of 1997, the Company does not  expect  the
Composite  Materials segment to improve  significantly  over
the first quarter.

In  the  first  quarter of 1997, the Company  completed  the
previously  announced  acquisition  of  Knytex  Company,   a
manufacturer   of  specialty  glass  fiber  fabrics.    This
business, which knits, weaves, stitches or bonds glass fiber
to  provide value-added performance characteristics, will be
combined  with  the  Company's existing  European  specialty
fabrics business to form Owens Corning Fabrics.

The  Company's cost of borrowed funds for the quarter  ended
March  31,  1997  was $1 million higher  than  during  first
quarter  1996,  due  to increased borrowings  used  to  fund
working capital increases.

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Cash   flow   from  operations,  excluding  asbestos-related
activities, was negative $192 million for the first  quarter
of 1997, compared to negative $102 million for first quarter
1996.    The   decline  from  1996  to  1997  is   primarily
attributable to the collection of a tax receivable  in  1996
and increased growth in inventories and receivables in 1997.
Inventories  at March 31, 1997 increased 26%  over  December
31,  1996  levels  due to the Company's  seasonal  inventory
build  in  the  first half of the year  as  well  as  higher
inventories  due  to  a  slower  than  anticipated  building
materials  retail  sector and a slowdown in  the  composites
business.   Please  see Notes 4 and 5  to  the  Consolidated
Financial Statements.

At March 31, 1997, the Company's net working capital was $63
million and its current ratio was 1.06, compared to negative
$163  million and .85, respectively, at December  31,  1996.
The  increase  in  1997 is the result of  increased  working
capital,  driven  by higher inventories and  receivables  as
discussed  above,  as well as a decline in accounts  payable
and accrued liabilities.

The Company's total borrowings at March 31, 1997 were $1.235
billion,   $301  million  higher  than  at  year-end   1996.
Typically, the Company reports greater cash usage during the
first half of the year as the Company builds inventories and
other working capital.

As of March 31, 1997, the Company had unused lines of credit
of   $195  million  available  under  long-term  bank   loan
facilities  and an additional $171 million under  short-term
facilities,  compared  to  $440 million  and  $195  million,
respectively, at year-end 1996.  The decrease  in  available
lines  of  credit  is  primarily  the  result  of  increased
borrowings.   Letters of credit issued under  the  Company's
long-term U.S. loan facility, most of which support  appeals
from  asbestos trials, reduce the available credit  of  that
facility.  The impact of such reduction is reflected in  the
unused lines of credit discussed above.


<PAGE>                     - 17 -


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

Capital   spending  for  property,  plant   and   equipment,
excluding  acquisitions and investments in  affiliates,  was
$74  million during the first quarter of 1997. For the  year
1997, the Company anticipates capital spending, exclusive of
acquisitions   and   investments  in   affiliates,   to   be
approximately  $250  million,  the  majority  of  which   is
uncommitted.   The  Company expects that funding  for  these
expenditures  will  be  from the  Company's  operations  and
external sources as required.

Gross  payments  for asbestos litigation claims  during  the
first  quarter  of  1997, including $11 million  in  defense
costs  and $3 million for appeal bond and other costs,  were
$95  million.   Proceeds from insurance  were  $40  million,
resulting  in a net pretax cash outflow of $55  million,  or
$33  million after-tax.  During the first quarter of   1997,
the   Company  received  approximately  7,000  new  asbestos
personal injury cases and closed approximately 5,700  cases.
Over  the  next twelve months, the Company's total  payments
for asbestos litigation claims, including defense costs, are
expected  to  be approximately $275 million.  Proceeds  from
insurance  of  $75 million are expected to be  available  to
cover these costs, resulting in a net pretax cash outflow of
$200 million, or $120 million after-tax.  Please see Note  7
to the Consolidated Financial Statements.

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

The  Company has been deemed by the Environmental Protection
Agency  (EPA)  to be a potentially responsible  party  (PRP)
with  respect  to  certain  sites  under  the  Comprehensive
Environmental  Response,  Compensation  and  Liability   Act
(Superfund).  The Company has also been deemed a  PRP  under
similar  state or local laws, including two state  Superfund
sites  where the Company is the primary generator.  In other
instances,  other PRPs have brought suits or claims  against
the  Company  as a PRP for contribution under such  federal,
state or local laws.  During the first quarter of 1997,  the
Company  was  not  designated a PRP in such federal,  state,
local  or private proceedings for any additional sites.   At
March 31, 1997, a total of 39 such PRP designations remained
unresolved  by  the Company, some of which designations  the
Company  believes  to  be erroneous.  The  Company  is  also
involved with environmental investigation or remediation  at
a  number of other sites at which it has not been designated
a  PRP.   The Company has established a $17 million  reserve
for  its  Superfund  (and similar state, local  and  private
action)  contingent  liabilities.   Based  upon  information
presently  available to the Company, and without  regard  to
the  application  of insurance, the Company  believes  that,
considered in the aggregate, the additional costs associated
with  such  contingent  liabilities, including  any  related
litigation costs, will not have a materially adverse  effect
on  the Company's results of operations, financial condition
or long-term liquidity.

The 1990 Clean Air Act Amendments (Act) provide that the EPA
will issue regulations on a number of air pollutants over  a
period of years.  Until these regulations are developed, the
Company  cannot determine the extent to which the  Act  will
affect it.  The Company anticipates that its sources  to  be
regulated will include glass fiber manufacturing and asphalt
processing activities.  The EPA's announced schedule  is  to
issue regulations covering glass fiber manufacturing by late
1997  and  asphalt processing activities by late 2000,  with
implementation  as  to existing sources up  to  three  years
thereafter.  Based on information now known to the  Company,
including   the  nature  and  limited  number  of  regulated
materials it emits, the Company does not expect the  Act  to
have a materially adverse effect on the Company's results of
operations,  financial  condition  or  long-term  liquidity.


<PAGE>                     - 18 -


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

FUTURE REQUIRED ACCOUNTING CHANGES

In  February 1997, the Financial Accounting Standards  Board
issued Statement of Financial Accounting Standards No.  128,
Earnings per Share (SFAS No.128).  This statement introduces
new   methods  for  calculating  earnings  per  share.   The
adoption  of  this  standard will not  impact  results  from
operations, financial condition, or long-term liquidity, but
will  require  the  Company to restate  earnings  per  share
reported  in  prior periods to conform with this  statement.
The  Company  is  required to adopt  the  new  standard  for
periods   ending  after  December  15,  1997.   The  Company
believes  that the adoption of this standard will result  in
slightly  higher  earnings  per  share  when  comparing  the
current fully diluted earnings per share calculation to  the
calculation of diluted earnings per share required  by  SFAS
No. 128.


<PAGE>                     - 19 -

                 PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See the paragraphs in Note 7, Contingent Liabilities, to the
Company's Consolidated Financial Statements above, which are
incorporated here by reference.

ITEM 2. CHANGES IN SECURITIES

(a)  None of the constituent instruments defining the rights
     of  the  holders of any class of the Company's  registered
     securities  was materially modified in the  quarter  ended
     March 31, 1997.

(b)  None  of  the  rights evidenced by any  class  of  the
     Company's registered securities was materially limited  or
     qualified  in  the quarter ended March  31,  1997  by  the
     issuance or modification of any other class of securities.
  
(c)  On  January 15, 1997, the Company issued  a  total  of
     49,999  shares  of its common stock, par  value  $.10  per
     share,  as  part  of  final contingency  payments  to  the
     sellers  under several 1995 agreements pursuant  to  which
     the  Company  acquired certain of the  operations  of  its
     Western  Fiberglass  business.  On  March  28,  1997,  the
     Company  issued  340,000 shares of  its  common  stock  in
     connection  with  the  acquisition  from  the  sellers  of
     substantially   all   of   the   operations   of    Falcon
     Manufacturing   of  California,  Inc.  and   Falcon   Foam
     Plastics,   Inc.    Such   shares  were   issued   without
     registration under the Securities Act of 1933 in  reliance
     upon Regulation D promulgated under the Securities Act  or
     the  exemption provided by Section 4(2) of the  Securities
     Act.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

(a)   During the quarter ended March 31, 1997, there was  no
      material  default  in the payment of principal,  interest,
      sinking  or  purchase  fund  installments,  or  any  other
      material  default not cured within 30 days,  with  respect
      to   any  indebtedness  of  the  Company  or  any  of  its
      significant subsidiaries exceeding 5 percent of the  total
      assets of the Company and its consolidated subsidiaries.

(b)   During  the quarter ended March 31, 1997, no  material
      arrearage in the payment of dividends occurred, and  there
      was  no  other  material delinquency not cured  within  30
      days, with respect to any class of preferred stock of  the
      Company  which is registered or which ranks prior  to  any
      class  of  registered securities, or with respect  to  any
      class of preferred stock of any significant subsidiary  of
      the Company.

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

No matter was submitted to a vote of security holders during
the quarter ended March 31, 1997.

ITEM 5. OTHER INFORMATION

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


<PAGE>                     - 20 -

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

     The Company did not file any reports on Form 8-K during
     the quarter ended March 31, 1997.


<PAGE>                      - 21 -
                              
                         SIGNATURES
                              
Pursuant to the requirements of the Securities Exchange  Act
of  1934,  the  Company has duly caused this  report  to  be
signed  on  its  behalf by the undersigned,  thereunto  duly
authorized.
                                                            
                                                            
                                     OWENS CORNING

                                     Registrant


Date:  April 30, 1997                By:  /s/ David W. Devonshire
                                     David W. Devonshire
                                     Senior Vice President and
                                     Chief Financial Officer
                                     (as duly authorized officer)



Date:  April 30, 1997                By:  /s/ Steven J. Strobel
                                     Steven J. Strobel
                                     Vice President and Controller


<PAGE>                      - 22 -
                              
                        EXHIBIT INDEX
                              
Exhibit
Number         Document Description

(3)    Articles of Incorporation and By-Laws.

       (i)    Certificate  of  Incorporation   of   Owens
              Corning, as amended (filed herewith).

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


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

      (27)    Financial Data Schedule (filed herewith).