Owens Corning 1987 Stock Plan For Directors
(as amended and restated February 6, 1997)

SECTION 1.  General Purpose of Plan; Definitions.

The  name  of  this plan is the Owens Corning 1987 Stock  Plan  for
Directors (the "Plan").  The purpose of the Plan is to enable Owens
Corning (the "Company") (i) to retain and attract Directors of  the
highest  caliber,  (ii)  to reinforce the  mutuality  of  interests
between Directors and the stockholders of the Company, and (iii) to
enable Directors to participate in the long-term success and growth
of the Company.

For  purposes of the Plan, the following terms shall be defined  as
set forth below:

a.   "Annual Award" means an award of 500 shares of Stock  free  of
any  restrictions  thereon and without any cash  payment  therefor,
other  than  an  amount equal to the par value of  such  shares  of
Stock.

b.  "Board" means the Board of Directors of the Company.

c.   "Cause"  means  a  felony conviction of a participant  or  the
failure of a participant to contest prosecution for a felony.

d.   "Change  of  Control"  means  the  happening  of  any  of  the
following:

  (i)  when  any  "person," as such term is used in Sections  13(d)
  and  14(d)  of  the  Exchange Act (other than the  Company  or  a
  Subsidiary  or any employee benefit plan (including its  trustee)
  of  either  the  Company  or  a Subsidiary)  is  or  becomes  the
  "beneficial  owner" (as defined in Rule 13d-3 under the  Exchange
  Act),  directly  or  indirectly  of  securities  of  the  Company
  representing 30 percent or more of the combined voting  power  of
  the Company's then outstanding securities; or

  (ii)  the  occurrence  of  a  transaction  requiring  stockholder
  approval  for  the acquisition of the Company by an entity  other
  than  the Company or a Subsidiary through purchase of assets,  or
  by merger, or otherwise.

e.   "Change of Control Price" means the highest price per share of
Stock  paid  in  any  transaction reported on the  New  York  Stock
Exchange  Composite Tape at any time during the  sixty  day  period
immediately  preceding such Change of Control or,  if  higher,  the
highest price per share of Stock paid or offered in connection with
such Change of Control.

f.   "Code" means the Internal Revenue Code of 1986, as amended, or
any successor thereto.

g.   "Company"  means Owens Corning, a corporation organized  under
the laws of the State of Delaware (or any successor corporation).

h.   "Director" means any member of the Board who, on the  date  in
question, is not an employee of the Company or a Subsidiary.

i.   "Disability"  means long-term disability as  determined  under
rules  and  procedures  similar to  those  that  apply  to  Company
employees  under  the  Company's long term disability  programs  or
policies.

j.   "Early Retirement" means retirement from active service  as  a
member of the Board on or after age 65 but before 70.

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k.   "Fair  Market Value" means, as of any given date, the  closing
sale price of the Stock on such date on the New York Stock Exchange
Composite Tape.

l.   "Normal Retirement" means retirement from active service as  a
member of the Board on or after the Director's 70th birthday.

m.   "Option"  means  a "non-qualified" option to  purchase  10,000
shares of Stock, priced at Fair Market Value on the date of grant.

n.   "Plan"  means  the 1987 Stock Plan for Directors,  as  may  be
amended from time to time.

o.   "Stock"  means  the  Common Stock, $0.10  par  value,  of  the
Company.

p.   "Subsidiary" means any corporation (other than the Company) in
an  unbroken  chain of corporations beginning with the  Company  if
each  of the corporations (other than the last corporation  in  the
unbroken  chain)  owns stock possessing 50% or more  of  the  total
combined  voting power of all classes of stock in one of the  other
corporations in the chain.

SECTION 2.  Administration.

The  Plan shall, to the extent possible, be self-effectuating.   To
the  extent  necessary, the Company shall administer the  Plan  and
shall  interpret the terms and provisions of the Plan and any award
issued under the Plan (and any agreements relating thereto).

SECTION 3.  Stock Subject to Plan.

The  total  number  of shares of Stock reserved and  available  for
distribution under the Plan shall be 300,000. Effective as of April
17,  1997, this number shall be increased to 600,000.  Such  shares
may consist, in whole or in part, of authorized and unissued shares
of treasury shares.

If  any  shares  that have been optioned cease  to  be  subject  to
option,  such  shares shall again be available for distribution  in
connection with future awards under the Plan.
In   the   event  of  any  merger,  reorganization,  consolidation,
recapitalization,  stock  split or dividend,  or  other  change  in
corporate  structure affecting the Stock, the aggregate  number  of
shares  reserved for issuance under the Plan under this Section  3,
the  grant levels specified for Options and Annual Awards, and  the
number  and  option price of shares subject to outstanding  Options
previously  granted under the Plan shall be adjusted appropriately,
provided  that  the  number of shares subject to  any  award  shall
always be a whole number.

SECTION 4.  Eligibility.

Only Directors shall be granted Options and Annual Awards under the
Plan.

SECTION 5.  Option Terms.

Options shall be granted under the Plan as follows, subject to  the
terms and conditions set forth below.

a.    Grant   Level  and  Option  Price.   Subject  to  stockholder
ratification  of the Plan and grants made hereunder  in  accordance
with  Section 9, each person who is a Director on August  20,  1987
shall receive an Option on such date.  During the term of the Plan,
each  other person who is not an employee on the date he becomes  a
member  of  the  Board, shall receive an Option  on  the  date  his
services as a Director commence (or recommence, as the case may be).

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b.   Option Term.  The term of each Option shall be ten years  from
the date such Option is granted.

c.   Exercisability.  An Option granted to a Director shall  become
exercisable on a cumulative basis in 20% installments on the first,
second,  third, fourth and fifth anniversaries of the date of  such
grant, subject to the acceleration provisions of this Section 5.

d.   Method  of  Exercise.  If and to the extent exercisable  under
this Section 5, Options may be exercised in whole or in part at any
time during the option period, subject to paragraphs (f), (g), (h),
(i) and (j) of this Section 5, by giving written notice of exercise
to  the  Company specifying the number of shares to  be  purchased,
accompanied by payment in full of the purchase price either in cash
or  by  check (including a personal check).  Payment in full or  in
part  may  also  be made in the form of unrestricted Stock  already
owned.  An optionee shall generally have the rights to dividends or
other rights of a stockholder with respect to shares subject to the
Option when the optionee has given written notice of exercise,  has
paid  in  full  for such shares, and, if requested, has  given  the
representation  described in Section 8(a).  The minimum  number  of
shares that may be purchased at any one time in connection with any
Option exercise under this Plan is 100 shares.

e.    Non-Transferability  of  Options.    No   Option   shall   be
transferable by the optionee otherwise than by will or by the  laws
of  descent and distribution, and all Options shall be exercisable,
during the optionee's lifetime, only by the optionee.

f.  Termination by Death.  If an optionee's services as a member of
the  Board  terminate by reason of death, any Option held  by  such
optionee  may  thereafter  be  exercised  in  full  by  the   legal
representative of the estate or by the legatee under  the  will  of
the  optionee, for a period of one year from the date of such death
or  until  the  expiration of the stated term of any  such  Option,
whichever period is shorter.

g.   Termination by Reason of Disability or Normal Retirement.   If
an optionee's services as a member of the Board terminate by reason
of  Disability  or  Normal  Retirement, any  Option  held  by  such
optionee  shall be immediately exercisable in full for three  years
from  the  date  of such termination in the case  of  a  Disability
termination and five years from the date of such termination in the
case  of Retirement or, in each case, until the expiration  of  the
stated  term of such Option, whichever period is shorter; provided,
however, that if the optionee dies within such three-year or  five-
year  period,  any unexercised Option held by such  optionee  shall
thereafter be exercisable by the legal representative of the estate
or  by  the legatee under the will of the optionee for a period  of
one year from the date of such death or for the stated term of such
Option, whichever period is shorter.

h.   Termination by Reason of Early Retirement.  If  an  optionee's
services  as  a  member of the Board terminate by reason  by  Early
Retirement, one-half of the portion of such optionee's Option which
is  not  exercisable by reason of the limitations in  Section  5(c)
above  as  of the date of such termination shall become immediately
exercisable.  Any Option held by such optionee which is exercisable
at  such  termination (including any portion which  is  exercisable
solely  by  reason of the preceding sentence) shall be  exercisable
for  five years from the date of such termination or the expiration
of  the  stated term of such Option, whichever period  is  shorter;
provided, however, that if the optionee dies within such five  year
period,  any unexercised Option which could have been exercised  by
such optionee at the time of such optionee's death shall thereafter
be exercisable by the legal representative of the optionee's estate
or  by  the legatee under the will of the optionee for a period  of
one year from the date of such death or for the stated term of such
Option,  whichever period is shorter.  To the extent that a portion
of  an  optionee's  Initial  Grant  is  not  and  does  not  become
exercisable at the time such optionee's services as a member of the
Board  terminate by reason of Early Retirement, such  Option  shall
terminate at the date of such termination.

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i.   Other  Termination.  If an optionee's services as a member  of
the Board terminate for any reason other than an event described in
paragraphs (f), (g) and (h), any portion of any Option which is not
then  exercisable shall terminate and any portion  of  such  Option
which  is  exercisable may be exercised for the lesser of one  year
from  the  date of such termination or the balance of such Option's
term.  Notwithstanding the foregoing, if the optionee's services as
a  member  of  the Board are terminated for Cause, such  optionee's
Options shall terminate, regardless of whether then exercisable, on
the date of such termination.

j.  Change of Control.  Upon the occurrence of a Change of Control,
each  outstanding Option shall become fully exercisable and, except
as  provided  in the next sentence, shall be cancelled in  exchange
for  payment in cash of an amount equal to the product of  (1)  the
number of shares of Stock subject to such Option and (2) the amount
by  which the Change of Control Price exceeds the exercise price of
such  Stock  Option.  Notwithstanding the foregoing, the  cash  out
provisions   (but   not  the  acceleration  provisions)   of   this
subparagraph (j) shall be rendered without effect with  respect  to
any  optionee  if  in the opinion of counsel to  the  Company  such
optionee would incur a liability to the Company under Section 16(b)
of  the  Securities  Exchange  Act  of  1934  were  such  cash  out
provisions to apply to such optionee.

SECTION 6.  Annual Awards.

(a)   Subject to stockholder ratification of the Plan in accordance
with Section 9, on the fourth Friday in April in each calendar year
during the term of the Plan, each person who is a Director on  such
date shall receive an Annual Award, provided that no Director shall
receive  an Annual Award in the same calendar year as such Director
receives the grant of an Option.  The shares of Stock subject to an
Annual Award shall be immediately vested.

(b)   A  Director  may elect to defer receipt of any  Annual  Award
until termination of such Director's
membership  on the Board, provided that such election  is  made  at
least 6 months prior to the date on which such Annual Award will be
granted.    A  Director  shall  be  entitled  to  receive  dividend
equivalents  on  shares of Stock the receipt of which  is  deferred
pursuant  to  the preceding sentence and such dividend  equivalents
shall  automatically be invested in additional deferred  shares  of
Stock payable at the same time as the shares initially deferred.

SECTION 7.  Amendments and Termination.

The  Board  may  amend,  alter, or discontinue  the  Plan,  but  no
amendment, alteration, or discontinuation shall be made which would
impair  the  rights of an optionee under an Option or Annual  Award
theretofore granted, without the participant's consent,  or  which,
without the approval of the stockholders, would:

(a)   except as expressly provided in this Plan, increase the total
number of shares reserved for the purpose of the Plan;

(b)  except  as provided in Section 3 hereof, decrease  the  option
price  of any Option to less than 100% of the Fair Market Value  on
the date of the granting of the option;

(c)   change the class of Directors eligible to participate in  the
Plan;

(d)   extend  the  maximum  option period under  paragraph  (b)  of
Section 5 of the Plan; or

(e)   otherwise  materially increase any benefit  or  award  for  a
Director.

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SECTION 8.  General Provisions.

(a)   The  Company  may  require each  person  acquiring  Stock  to
represent to and agree with the Company in writing that such person
is acquiring the Stock without a view to distribution thereof.  The
certificates  for any shares of Stock acquired under the  Plan  may
include  any legend which the Company deems appropriate to  reflect
any restrictions on transfer.

All certificates for shares of Stock delivered under the plan shall
be  subject to such stock-transfer orders and other restrictions as
the  Company  may deem advisable under the rules, regulations,  and
other  requirements of the Securities and Exchange Commission,  any
stock  exchange  upon  which the Stock  is  then  listed,  and  any
applicable  Federal or state securities law, and  the  Company  may
cause  a  legend  or legends to be put on any such certificates  to
make appropriate reference to such restrictions.

(b)   Nothing  contained in this Plan shall prevent  the  Board  of
Directors   from   adopting   other  or   additional   compensation
arrangements, subject to stockholder approval if such  approval  is
required;  and such arrangements may be either generally applicable
or  applicable only in specific cases.  The adoption  of  the  Plan
shall  not confer upon any Director any right to continue to  be  a
Director.

(c)   No  member of the Board, nor any officer or employee  of  the
Company  acting  on  behalf of the Board or the Company,  shall  be
personally  liable for any action, determination, or interpretation
taken  or  made  in good faith with respect to the  Plan,  and  all
members  of the Board and each and any officer or employee  of  the
Company  acting on their behalf shall, to the extent  permitted  by
law,  be  fully indemnified and protected by the Company in respect
of any such action, determination or interpretation.

SECTION 9.  Effective Date of Plan.

The  Plan, as amended on January 28, 1988, was effective on  August
20,  1987, after ratification of the Plan by a majority vote of the
Company's stockholders.  The Plan, as amended and restated November
21,  1991,  was  effective  on April 16, 1992,  after  ratification
thereof  by  a  majority vote of the Company's  stockholders.   The
Amendment  of February 6, 1997 extending the term of the Plan,  and
increasing the number of shares of Stock reserved and available for
distribution hereunder, shall be effective upon ratification of the
Amendment by a majority vote of the Company's stockholders.

 SECTION 10.  Term of Plan.

No  Option or Annual Award shall be granted pursuant to the Plan on
or  after August 20, 2007 but awards theretofore granted may extend
beyond that date.