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 June 30, 1998
                              
                 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 June 30, 1998
                              
                         54,019,954
                              
                              
                              
                              
<PAGE>                              
                            -2-

               PART 1.   FINANCIAL INFORMATION
                              
                OWENS CORNING AND SUBSIDIARIES
                              
              CONSOLIDATED STATEMENT OF  INCOME
<TABLE>
<S>                                       <C>      <C>       <C>      <C> 
                              
                                                Quarter          Six Months
                                                 Ended             Ended
                                                June 30,          June 30,
                                             1998     1997    1998       1997
                                       (In millions of dollars, except share data)

NET SALES                                  $1,286   $1,017   $2,423   $1,892

COST OF SALES                                 985      778    1,923    1,430

 Gross margin                                 301      239      500      462

OPERATING EXPENSES

 Marketing and administrative expenses        152      122      281      244
 Science and technology expenses               14       17       29       34
 Restructure costs (Note 3)                     -        -       87        -  
 Other (Note 4)                                 1       (8)     (70)      (4)

   Total operating expenses                   167      131      327      274

INCOME FROM OPERATIONS                        134      108      173      188

Cost of borrowed funds                         36       23       73       42

INCOME BEFORE PROVISION
 FOR  INCOME TAXES                             98       85      100      146

Provision for income taxes (Note 6)            34       25       27       45

INCOME BEFORE MINORITY
 INTEREST AND EQUITY
 IN NET INCOME OF AFFILIATES                   64       60       73      101

Minority interest                              (5)      (2)     (10)      (4)

Equity in net income of affiliates              -        5        4        8

NET INCOME                                  $  59    $  63    $  67    $ 105

NET INCOME PER COMMON SHARE

Basic net income per share                  $1.09    $1.19    $1.25    $1.99
Diluted net income per share                $1.02    $1.11    $1.20    $1.88

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

    Basic                                    53.6     52.9     53.5     52.6
    Diluted                                  58.9     58.2     58.7     57.9
</TABLE>




<PAGE>
                            -3-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
                 CONSOLIDATED BALANCE SHEET
                              
<TABLE>
<S>                                           <C>          <C>
                                             June 30,    December 31,
ASSETS                                         1998         1997
                                             (In millions of dollars)
CURRENT

Cash and cash equivalents                     $   42        $  58
Receivables                                      597          432
Inventories (Note 7)                             535          503
Insurance for asbestos litigation claims -
 current portion (Note 12)                       125          100
Deferred income taxes                            137          160
Assets held for sale (Note 4)                      -           41
Income tax receivable                             27           96
Other current assets                              64           38

 Total current                                 1,527        1,428

OTHER

Insurance for asbestos litigation 
  claims (Note 12)                               310          357
Asbestos  costs  to  be  reimbursed 
  - Fibreboard  (Note  12)                        89          116
Deferred income taxes                            356          328
Goodwill                                         788          778
Investments in affiliates (Note 4)                50           52
Other noncurrent assets                          181          184

  Total other                                  1,774        1,815

PLANT AND EQUIPMENT, at cost

Land                                              65           66
Buildings and leasehold improvements             683          676
Machinery and equipment                        2,677        2,629
Construction in progress                         222          214
                                               3,647        3,585
Less:  Accumulated depreciation               (1,888)      (1,832)

 Net plant and equipment                       1,759        1,753

TOTAL ASSETS                                  $5,060       $4,996
                              
</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>
                              
                                               June 30,      December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY             1998            1997
                                                (In millions of dollars)
CURRENT

Accounts payable and accrued liabilities        $  793         $   814
Reserve for asbestos litigation claims -
 current portion (Note 12)                         325             350
Short-term debt                                    119              23
Long-term debt - current portion                   128             120

     Total current                               1,365           1,307

LONG-TERM DEBT (Note 5)                          1,761           1,595

OTHER

Reserve  for asbestos litigation claims 
  (Note  12)                                     1,121           1,320
Asbestos-related liabilities - Fibreboard 
  (Note 12)                                         96             123
Other employee benefits liability                  340             335
Pension plan liability                              61              65
Other                                              174             165

     Total other                                 1,792           2,008


COMPANY OBLIGATED SECURITIES
   OF ENTITIES HOLDING SOLELY
   PARENT DEBENTURES                               503             503

MINORITY INTEREST                                   21              24

STOCKHOLDERS' EQUITY

Common stock                                       669             657
Deficit                                           (987)         (1,041)
Accumulated other comprehensive income 
  (Note 9)                                         (48)            (40)
Other                                              (16)            (17)

     Total stockholders' equity                   (382)           (441)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $5,060          $4,996

</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>      <C>      <C>
                              
                                         Quarter          Six Months
                                          Ended             Ended
                                         June 30,          June 30,
                                      1998     1997     1998     1997
                                          (In millions of dollars)
NET CASH FLOW FROM OPERATIONS

 Net income                          $  59    $  63    $  67    $ 105
 Reconciliation of net cash 
   provided by operating activities:
   Noncash items:
     Provision for depreciation and 
       amortization                     47       39       99       76
     Provision (credit) for deferred 
       income taxes                     40       39       (5)      56
     Other                               4       (6)     (87)      (7)    
  (Increase) decrease in receivables   (40)     (56)    (169)    (163)
  (Increase) decrease in inventories    (4)      (1)     (40)     (92)
  Increase (decrease) in accounts
    payable and accrued liabilities    (12)     (31)     (24)     (90)
  Increase (decrease) in accrued 
    income taxes                        77      (15)      75      (26)
  Proceeds from insurance for asbestos
   litigation claims, excluding 
   Fibreboard                            5       24       22       64
  Payments for asbestos litigation 
   claims, excluding Fibreboard        (95)     (90)    (224)    (185)
  Other                                (26)     (38)      11      (57)

    Net  cash  flow  from  operations   55      (72)    (275)    (319)

NET CASH FLOW FROM INVESTING

 Additions to plant and equipment      (74)     (57)    (121)    (131)
 Investment in subsidiaries, net of
  cash acquired                          -        -        -      (20)
 Proceeds from the sale of affiliate 
  or business (Note 4)                   -        -      134        -
 Other                                   -       (4)     (19)      (9)
                              
    Net cash flow from investing     $ (74)   $ (61)   $  (6)   $(160)
                              
</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>       <C>     <C>
                              
                                         Quarter         Six Months
                                          Ended             Ended
                                         June 30,          June 30,
                                      1998     1997     1998     1997
                                         (In millions of dollars)
NET CASH FLOW FROM FINANCING

 Net additions (reductions) to 
  long-term credit facilities         $(659)  $   26    $ (374)  $  283
 Other additions to long-term debt      565      108       570      136
 Other reductions to long-term debt     (11)     (39)      (13)     (41)
 Net increase in short-term debt         60       45        96       62
 Dividends paid                          (4)      (4)       (8)      (7)
 Other                                   (6)       2        (6)      21

    Net cash flow from financing        (55)     138       265      454

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

Net increase (decrease) in cash
 and cash equivalents                   (73)       6       (16)     (26)

Cash and cash equivalents at
 beginning of period                    115       13        58       45

Cash and cash equivalents at end
 of period                             $ 42    $  19     $  42    $  19

</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>      <C>       <C>
                                      Quarter          Six Months
                                       Ended              Ended
                                      June 30,          June 30,
1.  SEGMENT DATA                   1998     1997     1998      1997
                                        (In millions of dollars)
NET SALES

Industry Segments

 Building Materials
  United States                    $872    $ 600    $1,611    $1,100
  Europe                             70       72       135       146
  Canada and other                   53       41       105        72

   Total Building Materials         995      713     1,851     1,318

 Composite Materials
  United States                     155      161       306       299
  Europe                            100      103       197       200
  Canada and other                   36       40        69        75

   Total Composite Materials        291      304       572       574

Intersegment sales
 Building Materials                   -        -         -         -
 Composite Materials                 27       29        58        56
 Eliminations                       (27)     (29)      (58)      (56)

   Net sales                     $1,286   $1,017    $2,423     $1,892

Geographic Segments

  United  States                 $1,027   $  761    $1,917     $1,399
 Europe                             170      175       332        346
 Canada and other                    89       81       174        147

   Total                         $1,286   $1,017    $2,423     $1,892

Intersegment sales
 United States                       38       31        70         60
 Europe                               1        7        10         16
 Canada and other                    17       26        29         48
 Eliminations                       (56)     (64)     (109)      (124)

   Net sales                     $1,286   $1,017    $2,423     $1,892
</TABLE>

      



<PAGE>
                            -8-
                                                                
                 OWENS CORNING AND SUBSIDIARIES
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Continued)
<TABLE>
<S>                                   <C>        <C>     <C>      <C>
                                
                                          Quarter          Six Months
                                           Ended             Ended
                                          June 30,          June 30,
1.   SEGMENT DATA (Continued)         1998       1997    1998     1997
                                          (In millions of dollars)
INCOME (LOSS) FROM OPERATIONS

Industry Segments

 Building Materials
  United States                      $  88       $ 70     $ 90     $ 107
  Europe                                 2          2      (13)        7
  Canada and other                       1          2       (2)        4

   Total Building Materials             91         74       75       118

 Composite Materials
  United States                         53         52       90        94
  Europe                                 3         (1)     (14)        6
  Canada and other                       3         (1)       2         1

   Total Composite Materials            59         50       78       101

 General corporate expense             (16)       (16)      20       (31)

   Income from operations              134        108      173       188

 Cost of borrowed funds                (36)       (23)     (73)      (42)

   Income before provision
     for income taxes               $   98      $  85    $ 100     $ 146

Geographic Segments

  United States                     $  141      $ 122    $ 180     $ 201
 Europe                                  5          1      (27)       13
 Canada and other                        4          1        -         5
 General corporate expense             (16)       (16)      20       (31)

   Income from operations              134        108      173       188

 Cost of borrowed funds                (36)       (23)     (73)      (42)

   Income before provision
     for income taxes                $  98      $  85    $ 100     $ 146
</TABLE>

 Income  from operations for the six months ended June  30,  1998
 includes  a  pretax charge of $95 million for restructuring  and
 other  actions. The impact of this special item  was  to  reduce
 income  from  operations for Building Materials  in  the  United
 States,  Europe,  and  Canada and  other  by  $17  million,  $11
 million  and  $1 million, respectively; Composite  Materials  in
 the  United States, Europe, and Canada and other by $8  million,
 $27  million  and  $1  million, respectively;  and  to  increase
 general   corporate  expense  by  $30  million.    Income   from
 operations for the six months ended June 30, 1998 also  includes
 a  pretax gain of $84 million from the sale of the Company's 50%
 ownership  interest in Alpha/Owens-Corning. The impact  of  this
 gain was to decrease general corporate expense by $84 million.






<PAGE>
                            -9-
                                                                 
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 1997 Annual Report on Form 10-K, as filed with the
Securities and Exchange Commission.
                              
3. RESTRUCTURING OF OPERATIONS AND OTHER ACTIONS

During the first quarter of 1998, the Company recorded a $95
million pretax charge for restructuring and other actions to
enhance manufacturing productivity and reduce overhead. This
charge   represents  the  second  phase  of  the   Company's
strategic  restructuring program announced in January  1998.
Of  the Company's estimated $250 million total pretax charge
for this strategic program, $238 million has been charged on
a  cumulative basis since the fourth quarter of 1997 and the
Company  expects  additional  charges as further actions are 
finalized.

The  $95 million pretax charge in the first quarter of  1998
was  comprised of an $87 million charge associated with  the
restructuring of the Company's business segments and  an  $8
million  charge  associated  with  other  actions.  The  $87
million restructure charge has been classified as a separate
component   of   operating   expenses   on   the   Company's
consolidated statement of income while the $8 million charge
for  other  actions is comprised of a $5 million  charge  to
cost  of  sales  and a $3 million charge  to  marketing  and
administrative expenses.  The components of the  restructure
charge  include $81 million for personnel reductions and  $6
million for the divestiture of non-strategic businesses  and
facilities,  of  which  $2  million  represents  exit   cost
liabilities, comprised primarily of lease commitments.   The
$81  million  for personnel reductions represents  severance
costs associated with the elimination of approximately 1,500
positions  worldwide.  The primary employee groups  affected
include    manufacturing   and   corporate    administrative
personnel.   As of June 30, 1998, approximately $34  million
has  been paid and charged against the reserve for personnel
reductions,  representing the elimination  of  approximately
1,500  employees,  the majority of whose severance  payments
will  be made over the course of 1998, and approximately  $1
million  has been charged against exit cost liabilities.  No
adjustments have been made to the liability.

During  the  fourth quarter of 1997, the Company recorded  a
$143  million  pretax  charge for  restructuring  and  other
actions   to   close   manufacturing   facilities,   enhance
manufacturing  productivity and reduce  overhead.  The  $143
million  pretax  charge represents the first  phase  of  the
Company's  strategic restructuring program and was comprised
of a $68 million charge associated with the restructuring of
the  Company's  business segments and a $75  million  charge
associated with asset impairments, including investments  in
certain  affiliates.   The  components  of  the  restructure
charge  include  $25 million for personnel  reductions;  $41
million  for  divestiture  of non-strategic  businesses  and
facilities,  of  which  $13  million  represents  exit  cost
liabilities,  primarily  for  leased  warehouse  and  office
facilities  to  be vacated, and $28 million represents  non-
cash  asset revaluations; and $2 million for other  actions.
The  divestiture of non-strategic businesses and  facilities
includes  the  closure of the Candiac, Quebec  manufacturing
facility which was completed in the first quarter of 1998.





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

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 June 30, 1998,  approximately
$15  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   will  be  made  over  the   course  of  1998,   and
approximately  $7 million has been charged against  exit  cost
liabilities. No adjustments have been made to the liability.

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

4.   ACQUISITIONS AND DIVESTITURES OF BUSINESSES

During  1997,  the  Company  made  several  acquisitions,  the
largest   of   which  were  the  acquisitions  of   Fibreboard
Corporation  ("Fibreboard") and AmeriMark  Building  Products,
Inc.  ("AmeriMark"). The purchase price of Fibreboard, a North
American manufacturer of vinyl siding and accessories, as well
as  manufactured  stone,  was  $660  million,  including  debt
assumed  of $138 million, and was consummated by the  exchange
of cash for all of the outstanding common shares of Fibreboard
at a price of $55 per share.  The purchase price of AmeriMark,
a  specialty  building products company serving  the  exterior
residential  housing  industry,  was  $317  million  and   was
consummated by the exchange of $309 million in trust preferred
hybrid securities and $8 million in cash for the net assets of
AmeriMark.

The  following unaudited table presents the pro forma  results
of  operations for the quarter and six months ended  June  30,
1997,  assuming the acquisitions of Fibreboard  and  AmeriMark
occurred at the beginning of the periods presented.   The  pro
forma  impact of all other acquisitions during 1997, excluding
Fibreboard  and AmeriMark, was not material to  the  Company's
results of operations for the quarter or six months ended June
30,   1997.    These  results  include  certain   adjustments,
primarily  for  depreciation  and amortization,  interest  and
other  expenses  directly attributable to the acquisition  and
are  not necessarily indicative of what the results would have
been  had  the transactions actually occurred at the beginning
of the periods presented. The pro forma results do not include
operations that were discontinued by Fibreboard prior  to  the
acquisition, or operations of Pabco.






<PAGE>
                             -11-
                                                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              
4.   ACQUISITIONS AND DIVESTITURES OF BUSINESSES (Continued)

<TABLE>
<S>                                    <C>      <C>        <C>         <C> 
                                         Quarter Ended       Six Months Ended
                                            June 30,             June 30,
                                         1998     1997       1998        1997
                                              (In millions of dollars,
                                                 except share data)
Net sales                              $1,286   $1,328     $2,423      $2,436
Income from continuing operations          59       61         67          94
Diluted earnings per share from
 continuing operations                 $ 1.02   $ 1.07     $ 1.20      $ 1.69

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

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

On  July 31, 1998, the Company announced the formation of  a
new  joint  venture for the Company's  yarns  and  specialty
materials   business.   The  Company  will  contribute   two
manufacturing  plants  in the U.S. and  certain  proprietary
technology to the joint venture and plans to sell 51% of its
ownership  interest  in  the  business  to  Groupe   Porcher
Industries  located in Badinieres, France, for approximately
$360  million.  Upon closing, scheduled to occur during  the
third   quarter  of  1998,  the  Company  will  receive   an
additional  distribution of approximately $210 million  from
the joint venture.  With sales of approximately $300 million
in  1997, the Company's yarn business is the world's  second
largest producer of glass yarns, and the largest producer of
fine  yarns.  Proceeds from the sale will be used to  reduce
the  borrowings  under  the  Company's  long-term  revolving
credit facility.

5. LONG-TERM DEBT

In  the first quarter of 1998, the Company amended its long-
term  revolving  credit agreement and  reduced  the  maximum
commitment equivalent to $1.8 billion, of which portions can
be  denominated  in  Canadian  dollars,  Belgian  francs  or
British  pounds subject to the provisions of the  agreement.
The  agreement  allows the Company to borrow under  multiple
options, which provide for varying terms and interest rates.
The  commitment fee, charged on the entire commitment, is  a
sliding  scale based on credit ratings and was .15% at  June
30,  1998.   As  of  June  30, 1998, $241  million  of  this
facility  was used for standby letters of credit and  $1.039
billion  was unused.  The average rate of interest  on  this
facility was 6.0% at June 30, 1998.

In  early  May 1998, the Company issued two series  of  debt
securities  for  an  aggregate  principal  amount  of   $550
million. The first series, representing $300 million of  the
securities, is due May 1, 2005 and bears an annual  rate  of
interest of 7.5%, payable semiannually.  The second  series,
representing $250 million of the securities, is due  May  1,
2008  and bears an annual rate of interest of 7.7%,  payable
semiannually.  Both series of securities (the "Notes")  were
issued  as  unsecured  obligations of the  Company  and  are
redeemable,  in  whole  or in part, at  the  option  of  the
Company  at  any  time at a redemption price  equal  to  the
greater of (i) 100% of the principal amount of such Notes or
(ii)  the  sum  of  the  present  values  of  the  remaining
scheduled payments of principal and interest.






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

5. LONG-TERM DEBT (Continued)

The proceeds from the issuance of the Notes, net of issuance
costs,  were  approximately $546 million.  The Company  used
the  net  proceeds  to repay a portion  of  the  outstanding
borrowings under its long-term revolving credit agreement.

Early  in  the third quarter of 1998, the Company  issued  a
series  of  debt securities (the "debentures") as  unsecured
obligations of the Company for an aggregate principal amount
of  $400  million.  The debentures bear an  annual  rate  of
interest of 7.5%, payable semiannually, and mature on August
1,  2018.   The debentures are redeemable, in  whole  or  in
part,  at  the  option  of the Company  at  any  time  at  a
redemption  price equal to the greater of (i)  100%  of  the
principal amount of such debentures or (ii) the sum  of  the
present  values  of  the  remaining  scheduled  payments  of
principal  and interest.  The proceeds from the issuance  of
the  debentures,  net of issuance costs, were  approximately
$395 million.  The Company used the net proceeds to pay  for
the  principal and premium amounts of the tender  offers  of
certain  other  debt  securities of  the  Company  described
below.

Early  in  the third quarter of 1998, the Company  commenced
cash  tender  offers (the "tender offers") for an  aggregate
principal  amount  of $450 million for  the  following  debt
securities: the $150 million aggregate principal  amount  of
the  Company's 8 7/8% Debentures due 2002, the $150  million
aggregate   principal  amount  of  the  Company's   9   3/8%
Debentures   due  2012,  and  the  $150  million   aggregate
principal  amount of the Company's 10% Debentures due  2001.
The tender offers were completed on August 3, 1998 and as of
that  date,  approximately $361 million of these  Debentures
were tendered.  In connection with this early retirement  of
debt, the Company paid premiums of approximately $62 million
and  recorded  an  extraordinary loss of  approximately  $39
million, net of related taxes of $23 million.

In early August 1998, the Company called its $309 million of
Trust  Preferred Hybrid Securities which had been issued  in
October 1997 as payment for the Company's acquisition of the
assets  of  AmeriMark.  This transaction was  financed  with
borrowings  from  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>      <C>     <C>
                                  Quarter          Six Months
                                   Ended             Ended
                                  June 30,          June 30,
                                1998   1997      1998    1997

U.S. federal statutory rate      35%    35%       35%     35%
State and local income taxes      5      3         3       3
Foreign tax rate differences      -      -         3       -
Adjustment of deferred tax
asset valuation allowance         -      -         -      (5)
Special tax election (a)          -      -       (13)      -
Other                            (5)    (8)       (1)     (2)

Effective tax rate               35%    30%       27%     31%

</TABLE>

(a)   Represents a one-time tax benefit associated with Asia
      Pacific operations.




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


7. INVENTORIES
<TABLE>
<S>                                        <C>              <C>
                                             June 30,     December 31,
                                               1998           1997
                                             (In millions of dollars)
Inventories are summarized as follows:

  Finished goods                            $  423           $  363

  Materials and supplies                       179              214

  FIFO inventory                               602              577

  Less:  Reduction to LIFO basis               (67)             (74)

                                            $  535           $  503
</TABLE>


Approximately  $354  million  and  $365  million   of   FIFO
inventories  were valued using the LIFO method at  June  30,
1998 and December 31, 1997, respectively.

8. CONSOLIDATED STATEMENT OF CASH FLOWS

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

<TABLE>
<S>                           <C>     <C>      <C>     <C> 
                                 Quarter        Six Months
                                  Ended           Ended
                                 June 30,        June 30,
                               1998   1997    1998    1997
                                (In millions of dollars)
Income taxes                  $(84)     3     $(81)      9
Cost of borrowed funds          49     43       72      56
</TABLE>

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

During  the  first  six months of 1998, gross  payments  for
asbestos   litigation   claims   against   Fibreboard   were
approximately $74 million, all of which was paid directly by
Fibreboard's  insurers  or  from  the  escrow   account   to
claimants  on  Fibreboard's behalf.  During  the  first  six
months   of   1998,   Fibreboard  also  reached   settlement
agreements    with    plaintiffs   for   amounts    totaling
approximately $47 million. Fibreboard settlement  agreements
are reflected on the Company's consolidated balance sheet as
an  increase  to both the Fibreboard asbestos  costs  to  be
reimbursed   and  asbestos  claims  settlements   when   the
agreements are reached.




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

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

The  Company's  comprehensive income for the quarters  ended
June  30,  1998  and 1997 was $43 million and  $62  million,
respectively.  For the six months ended June  30,  1998  and
1997,  comprehensive income was $59 million and $98 million,
respectively.   The Company's comprehensive income  includes
net   income,  currency  translation  adjustments,   minimum
pension liability adjustments, and deferred gains and losses
on certain hedging transactions.

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>       <C>     <C>
                                      Quarter Ended     Six Months Ended
                                          June 30,          June 30,
                                      1998     1997     1998        1997
                                         (In  millions  of  dollars,
                                             except share data)
Net income used for basic earnings 
  per share                           $  59    $  63    $  67      $ 105
Net income effect of assumed 
  conversion of debt and preferred 
  securities                              2        2        4          4

Net income used for diluted 
  earnings per share                  $  61    $  65    $  71      $ 109

Weighted average number of shares 
  outstanding used for basic 
  earnings per share (thousands)     53,563   52,945   53,465     52,642
Deferred awards and stock options       762      703      621        771
Shares from assumed conversion of 
  debt and preferred securities       4,566    4,566    4,566      4,566

Weighted average number of shares 
  outstanding and common equivalent 
  shares used for diluted earnings
  per share (thousands)              58,891   58,214   58,652     57,979
</TABLE>

11.  SUBSEQUENT EVENTS

Early in the third quarter of 1998, the Company entered into
various   agreements   involving  the   issuance   of   debt
securities,  the  cash tender offers of existing  debt,  the
call of the Company's Trust Preferred Hybrid Securities, and
the formation of a joint venture for the Company's yarns and
specialty materials business.  Please see Notes 4 and  5  to
the Consolidated Financial Statements for further discussion
of these matters.



<PAGE>
                              -15-

                OWENS CORNING AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (CONTINUED) 


12.  CONTINGENT LIABILITIES

ASBESTOS LIABILITIES

ITEM A.OWENS CORNING (EXCLUDING FIBREBOARD)

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

Status

As of June 30, 1998, approximately 188,600 asbestos personal
injury  claims were pending against Owens Corning, of  which
16,500 were received in the first half of 1998.  The Company
received approximately 36,500 such claims in 1997 and 36,300
in 1996.

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.   Owens   Corning
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. In 1996 Owens Corning filed suit in federal  court
in  New  Orleans, Louisiana against the owners and operators
of  certain pulmonary function testing laboratories  in  the
southeastern   U.S.   challenging  such   improper   testing
practices. This matter is now in active pre-trial  discovery
and the court has set an April, 1999 trial date.  In January
1997, Owens Corning filed a similar suit in federal court in
Jackson,  Mississippi  against the owner  of  an  additional
testing laboratory.

Through  June  30,  1998,  Owens Corning  had  resolved  (by
settlement  or  otherwise)  approximately  205,400  asbestos
personal  injury claims. During 1995, 1996 and  1997,  Owens
Corning  resolved  approximately  62,000  asbestos  personal
injury  claims,  over  99% without  trial.  Total  indemnity
payments   for   these  62,000  claims,   including   future
installment  payments, are expected to be $858  million  (an
average of $13,800 per claim).

Owens  Corning'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 Owens  Corning;
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. For example,  in  two  recent
trials  in  two different jurisdictions where  thousands  of
cases  are pending against the Company, a Jefferson  County,
Mississippi  jury returned a multimillion award against  the




<PAGE>
                          -16-

             OWENS CORNING AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       (CONTINUED)

12.  CONTINGENT LIABILITIES (CONTINUED)

Company while an Orleans Parish, Louisiana jury returned  an
award  of  less than $100,000. Both trials involved  similar
groups  of  plaintiffs alleging either  an  asbestos-related
lung  cancer or an asbestos-related non-malignant condition.
The  Company  vigorously disputed the  allegations  in  both
cases.

Owens Corning's total indemnity and defense payments (before
application  of insurance recoveries) for asbestos  personal
injury claims were $300 million in 1997 and are expected  to
be  approximately $360 million in 1998.  This high level  of
expenditures,  and  the anticipated increase  in  1998,  are
attributable  in  large  measure to  two  factors:  payments
associated   with   adverse   judgments   (particularly   in
mesothelioma cases), and significant recent increases in the
cost  of settlement of mesothelioma claims.  The Company  is
addressing  these  developments by  refocusing  its  defense
resources  upon the early identification and  evaluation  of
mesothelioma  claims  and,  where  such  claims  cannot   be
resolved  by settlement, upon more thorough preparation  and
work-up of such claims for trial. The Company believes  that
the  measures   outlined  above should  prove  effective  in
controlling  the  costs of resolving such  claims  and  have
enabled   the   Company   to   avoid   significant   adverse
mesothelioma judgments through the first half of this  year.
However,  the  increased cost of resolution of  mesothelioma
claims,  when  compared to prior years,  has  added  to  the
difficulty  of  estimating  the  Company's  future  asbestos
liabilities.   The  Company cautions that  if  the  cost  of
mesothelioma settlements and judgments is not controlled and
if  future annual expenditures for asbestos personal  injury
claims are not reduced, the Company may be required to  make
additional provision for the anticipated  costs of  asbestos
personal injury claims.

     
Tobacco

The  Company  is  closely monitoring  the  proposed  federal
legislation  to  implement a nationwide tobacco  settlement.
Owens Corning, Fibreboard and other asbestos defendants have
collectively  spent billions of dollars to resolve  asbestos
personal  injury claims to which smoking was  a  substantial
causal  or  contributing factor.  The Company believes  that
any  federal  legislation implementing the proposed  tobacco
settlement  must  make  adequate  financial  provision   for
compensating asbestos personal injury claimants for the role
tobacco  use  played in their injuries and  for  reimbursing
asbestos  defendants, in whole or in part, for past payments
that  have  been made to asbestos personal injury  claimants
who  were  also  smokers.  As widely  reported,  the  United
States Senate did consider legislation during the first half
of  1998  which would have included provisions to compensate
past  and  future asbestos plaintiffs who also  suffer  from
smoking-related illnesses.  While no legislation to date has
been   passed,   other   legislation  is   currently   under
consideration  in  the  House  of  Representatives  and  the
Company  is  continuing to direct its  legislative  lobbying
efforts  toward achievement of fair treatment  for  asbestos
defendants and asbestos personal injury claimants.
     
Owens Corning and Fibreboard have filed suit in the Superior
Court  for Alameda County, California against seven  leading
manufacturers  of  tobacco products.  The complaint  alleges
that cigarette smoking causes or contributes to lung cancer,
a variety of other cancers and chronic obstructive pulmonary
disease.   The complaint seeks to require the defendants  to
reimburse  Owens Corning and Fibreboard for all or  part  of
the  amounts which they have spent in resolving the personal
injury  claims  of asbestos plaintiffs whose  injuries  were
caused   or  contributed  to  by  cigarette  smoking.    The
defendants challenged the complaint as legally insufficient.





<PAGE>
                             -17-

               OWENS CORNING AND SUBSIDIARIES

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (CONTINUED)

12.  CONTINGENT LIABILITIES (Continued)

The  trial  court by order of July 23, 1998 overruled  these
challenges  as  to  two  claims,  for  restitution  and  for
violation   of   unfair  business  practice  statutes,   and
sustained  the  challenges to other claims,  permitting  the
Company  and  Fibreboard to amend the complaint to  overcome
the defendants' objections to them.

Fibreboard
                              
As  described in greater detail below, Fibreboard is a party
to   two  class  action  settlements  relating  to  asbestos
personal  injury  claims,  the  Global  Settlement  and  the
Insurance  Settlement. If the Global Settlement is approved,
Fibreboard will be protected by an injunction from  asbestos
personal  injury claims and should have no further  asbestos
personal injury liabilities. If the Global Settlement is not
approved, the Insurance Settlement, which has been  approved
by  the  courts,  will  become effective.   In  such  event,
Fibreboard will receive the payments due under the Insurance
Settlement,   the  injunction  protecting  Fibreboard   from
asbestos  personal  injury claims  will  be  dissolved,  and
Fibreboard  will return to the tort system as  a  defendant.
Should  the  Insurance Settlement come  into  effect,  Owens
Corning  and  Fibreboard  anticipate  establishing  a  joint
facility  that  would provide, consistent with  Fibreboard's
contractual obligations under the Insurance Settlement,  for
the joint defense and settlement of asbestos personal injury
claims  against  the two defendants.  Such a joint  facility
would  have the potential for achieving synergistic  savings
in defense and settlement costs compared to the costs either
Company would otherwise likely incur.
     
Insurance

As  of  June 30, 1998, Owens Corning had approximately  $210
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 1999 and beyond under agreements  with  the
carriers  confirming such coverage.  All of Owens  Corning's
liability  insurance policies cover indemnity  payments  and
defense  fees  and  expenses subject  to  applicable  policy
limits.

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

Reserve

The Company's financial statements include a reserve for the
estimated  cost  associated with  Owens  Corning's  asbestos
personal   injury  claims.   This  reserve  was  established
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 charge to income (before  taking
into account the probable non-products insurance recoveries)
during  1996  for cases that may be received  subsequent  to
1999.  In establishing the reserve, Owens Corning took  into



<PAGE>

                        -18-

             OWENS CORNING AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     (Continued)

12.  CONTINGENT LIABILITIES (Continued)

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  a
substantial  group  of plaintiffs' law firms  in  connection
with  global  settlement negotiations, 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.

Owens  Corning'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>            
                                           June 30,   December  31,
                                              1998       1997
                                          (In millions of dollars)
Reserve for asbestos
litigation claims
   Current                                 $  325       $  350
   Other                                   $1,122        1,320
      Total Reserve                         1,447        1,670

Insurance for asbestos
litigation claims
   Current                                    125          100
   Other                                      310          357

      Total Insurance                         435          457

Net Owens Corning Asbestos Liability       $1,012       $1,213
</TABLE>

Owens  Corning 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,  are  influenced  by  numerous  variables  that  are
difficult  to  predict, and that estimates,  such  as  Owens
Corning's,  which attempt to take account of such variables,
are  subject  to  considerable uncertainty.  Included  among
these  variables  are  Owens  Corning's  future  success  in
controlling the costs of resolving mesothelioma claims,  the
outcome  of  the  Company's litigation against  the  tobacco
companies  and of the appellate proceedings related  to  the
Fibreboard   Global  Settlement,  and  federal   legislative
developments  concerning  asbestos  and/or  tobacco.   Owens
Corning  believes  that  its  estimate  of  liabilities  and



<PAGE>
                          -19-

             OWNES CORNING AND SUBSIDIARIES

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       (Continued)

12. CONTINGENT LIABILITIES (Continued)

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 Owens
Corning's  belief that such claims have little or no  value.
Owens  Corning 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 Owens  Corning,  in  the
opinion  of  management, while any additional uninsured  and
unreserved  costs  which may arise out of  pending  personal
injury  asbestos  claims  and  additional  similar  asbestos
claims  filed  in the future may be substantial  over  time,
management believes that 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.

ITEM B.   FIBREBOARD (EXCLUDING OWENS CORNING)

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

Status

As of June 30, 1998, approximately 124,000 asbestos personal
injury  claims  were pending against Fibreboard,  20,700  of
which  were  received  in the first two  quarters  of  1998.
Fibreboard received approximately 33,000 such claims in 1997
and  32,900  in 1996.  These claims and most of the  pending
claims  are  made  against the Fibreboard Global  Settlement
Trust  and  are subject to the Global Settlement  injunction
discussed  below.   During 1995, 1996 and  1997,  Fibreboard
resolved  approximately  20,100  asbestos  personal   injury
claims  and incurred indemnity payments of $257 million  (an
average of about $12,800 per case).

The  average cost per claim has increased recently from  the
historical average cost of $11,000 per claim. This is due to
the absence of group settlements, where large numbers of low
value  cases  are  traditionally settled along  with  higher
value  cases, and due to the fact that in 1996  and  1997  a
relatively small  number of individual cases involving  more
seriously injured plaintiffs were settled as exigent  claims
(all of which are malignancy claims) during the pendency  of
the Global Settlement injunction discussed below.

As  of June 30, 1998, amounts payable under various asbestos
claim   settlement  agreements  were  $138  million.   These
amounts  are  payable  either  from  the  Settlement   Trust
discussed  below or directly by the insurers.   Amounts  due
from  insurers  in  payment of these  or  past  claims  paid
directly  by  Fibreboard,  as of  June  30,  1998  are  $131
million.

Insurance Arrangements

Fibreboard  has unique insurance arrangements for   personal
injury  claims.  During 1993, Fibreboard and  its  insurers,
Continental  Casualty  Company  (Continental)  and   Pacific
Indemnity  Company  (Pacific), entered  into  the  Insurance
Settlement,    and    Fibreboard,     its    insurers    and
representatives of a class of future asbestos plaintiffs who
have  claims  arising  from exposure to  asbestos  prior  to
August 27, 1993, entered into the Global Settlement.   These
agreements   are  interrelated  and  require   final   court
approval.  On July 26, 1996, the U.S. Fifth Circuit Court of
Appeals   affirmed  the  Global  Settlement  by  a  majority
decision   and  the  Insurance  Settlement  by  a  unanimous
decision.



<PAGE>
                            -20-

               OWENS CORNING AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

12.  CONTINGENT LIABILITIES (Continued)

The  parties opposing the Global Settlement filed  petitions
seeking  review with the U.S. Supreme Court.   On  June  27,
1997,  the  Supreme Court granted the petition, vacated  the
judgment  and  remanded the case to the  Fifth  Circuit  for
further  consideration  in  light  of  the  Supreme  Court's
decision  in  the  Amchem Products, Inc.  v.  Windsor  case.
Amchem   involved   a  proposed  nationwide   class   action
settlement of future asbestos personal injury claims against
the  members  of  the  Center for  Claims  Resolution.   The
Supreme  Court, affirming the intermediate appellate  court,
disapproved  and vacated the Amchem class action settlement,
determining that the Amchem class action failed to meet  the
requirements  of  Federal Rule of Civil  Procedure  23.   On
January  27,  1998, a panel of the Fifth Circuit reaffirmed,
by majority vote, its prior decision, and again approved the
Global Settlement.  In June, the United States Supreme Court
granted certiorari, agreeing to review the decision  by  the
Fifth  Circuit.   In light of this decision by  the  Supreme
Court,  a final resolution of the Global Settlement may  not
be known until the second half of 1999 or later.

On October 24, 1996, the statutory time period for objectors
to  seek further judicial review of the Insurance Settlement
lapsed  with no petition for review having been  filed  with
the U.S. Supreme Court.  Therefore, the Insurance Settlement
is now final and not subject to further appeal.

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

The   Settlement   Trust  will  be  funded  principally   by
Continental and Pacific.  These insurers have placed  $1,525
million in an interest-bearing escrow account pending  court
approval  of the settlements. Fibreboard is responsible  for
contributing  $10 million plus accrued interest  toward  the
Settlement Trust, which it will obtain from other  remaining
insurance sources and existing reserves.  The Home Insurance
Company  has  already  paid $9.9  million  into  the  escrow
account  on  behalf  of Fibreboard, in  satisfaction  of  an
earlier  settlement agreement.  The balance  of  the  escrow
account  was $1,696 million at June 30, 1998, after  payment
of  interim expenses and exigent claims associated with  the
Global Settlement.

If the Global Settlement becomes effective, Fibreboard would
have no on-going or future liabilities for asbestos personal
injury  claims  in  excess  of  the  $10  million  currently
reserved in accrued liabilities.

The  Insurance  Settlement is structured as  an  alternative
solution in the event the Global Settlement fails to receive
final approval.  Under the Insurance Settlement, Continental
and  Pacific  will  pay in full settlements  reached  as  of
August  27,  1993 and provide Fibreboard with the  remaining
balance  of the Global Settlement escrow account for  claims
filed  after  August  27,  1993,  plus  an  additional  $475
million, less amounts paid since August 27, 1993 for  claims
which  were  pending  but not settled at  that  date.   Upon



<PAGE>
                               -21-

                  OWENS CORNING AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Continued)

12.  CONTINGENT LIABILITIES (Continued)

fulfillment   of  their  obligations  under  the   Insurance
Settlement, Continental and Pacific will be discharged  from
any  further obligations to Fibreboard under their insurance
policies and will be protected by an injunction against  any
claims  of  asbestos  personal injury claimants  based  upon
those  insurance  policies. Under the Insurance  Settlement,
Fibreboard  will  manage  the  defense  and  resolution   of
asbestos-related  personal injury  claims  and  will  remain
subject to suit by asbestos personal injury claimants.

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

Management Opinion

While there are various uncertainties regarding whether  the
Global  Settlement or the Insurance Settlement  will  be  in
effect,   and   these  may  ultimately  impact  Fibreboard's
liability  for asbestos personal injury claims, the  Company
believes   the   amounts  available  under   the   Insurance
Settlement will be adequate to fund the 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 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>
                            -22-
                              
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

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

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

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

RESULTS OF OPERATIONS

Business Overview

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

The Company has grown its sales from nearly $3.4 billion  in
1994  to  approximately $5.0 billion in 1997 on a pro  forma
basis,   giving  effect  to  acquisitions  made   in   1997.
Acquisitions  have  been  a significant  component  of  that
growth.    Since   1994,  the  Company  has   completed   17
acquisitions  for an aggregate purchase price of  over  $1.2
billion.   The  Company's acquisitions  have  broadened  its
lines  of business to include siding, accessories and  other
home  exteriors and have diversified its materials portfolio
beyond  fiber  glass to include polymers such as  vinyl  and
styrene,  and  metal  and  stone.   In  1997,  the   Company
completed the two largest of these acquisitions by acquiring
Fibreboard Corporation ("Fibreboard") and AmeriMark Building
Products,  Inc.  ("AmeriMark"),  making  Owens  Corning  the
leader in the U.S. vinyl siding, siding accessories and cast
stone  markets, as well as a large specialty distributor  in
North   America   through  approximately  190  company-owned
distribution centers.




<PAGE>
                            -23-

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

Despite improvements in the Company's strategic position  in
1997,  the Company experienced a highly competitive  pricing
environment   in  several  of  its  product   markets   that
negatively  impacted financial results.  In  North  America,
insulation  pricing  decreased by approximately  10  percent
over  the  course  of 1997 and worldwide composites  pricing
decreased  by  approximately 6 percent during 1997.   Income
from   operations  for  1997  was  adversely   impacted   by
approximately $87 million as a result of price  declines  in
insulation  products  and approximately  $64  million  as  a
result  of  price  declines affecting  composite  materials.
Offset by small price increases in other businesses, the net
effect   of  price  on  1997  income  from  operations   was
approximately $142 million.

As  a result of the growth of the Company's business and the
significant  pricing  pressure  experienced  in  1997,   the
Company  has  implemented a strategic restructuring  program
designed   to  improve  profitability,  augment   previously
announced profitability initiatives, and improve operational
efficiency.   The  specific  objectives  of  this  strategic
program  are  discussed in "Restructuring of Operations  and
Other  Actions"  below  and in Note 3  to  the  Consolidated
Financial Statements.

Quarter Ended June 30, 1998

Sales and Profitability

Net  sales  for the quarter ended June 30, 1998 were  $1,286
million,  reflecting a 26% increase from the second  quarter
1997 level of $1,017 million.  The increase is primarily due
to  the  acquisition of Fibreboard, completed at the end  of
the   second  quarter  of  1997,  and  the  acquisition   of
AmeriMark,  completed early in the fourth quarter  of  1997.
Volume increases in North American insulation markets helped
to  offset  volume  declines in the roofing  market.   Sales
results also reflect a decline in insulation pricing  during
the  second quarter of 1998, compared to the second  quarter
of 1997.  The Company, however, continues to benefit from an
upward  price trend, particularly in residential insulation,
as  a result of price increases implemented earlier in 1998.
Volume declines in the U.S. composites market were partially
offset  by price increases in the U.S.  While volume was  up
moderately in European composites, prices are down from  the
second  quarter  1997 levels.  Despite the adverse  economic
conditions  in  Asia  Pacific,  sales  volume  was   stable,
indicating continued growth in market share in that  region.
There  was  virtually no impact of currency  translation  on
sales  in  foreign currencies during the second  quarter  of
1998.   Please  see  Note  1 to the  Consolidated  Financial
Statements.

Sales  outside the U.S. represented 20% of total  sales  for
the  quarter  ended June 30, 1998, compared to 25%  for  the
quarter ended June 30, 1997.  The decline in non-U.S.  sales
as   a  percentage  of  total  sales  is  due  to  the  1997
acquisitions   of  Fibreboard  and  AmeriMark,   which   are
primarily  U.S.  operations. Gross margin  for  the  quarter
ended  June  30, 1998 was 23% of net sales, consistent  with
the second quarter 1997 level, but up significantly from the
18%  level in the first quarter of 1998. The increase in the
second  quarter  1998  gross margin compared  to  the  first
quarter  1998 reflects improving prices and the  realization
of  cost  savings resulting from the Company's restructuring
program that was begun in the fourth quarter of 1997.




<PAGE>
                            -24-

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

In  the  first quarter of 1998, the Company announced  price
increases  effective  in  March  1998  applicable   to   its
residential insulation products of approximately  8  percent
and   price  increases  applicable  to  its  commercial  and
industrial  insulation products of approximately 4  percent.
The Company also announced price increases of 5 to 7 percent
affecting certain residential roofing products, effective in
April  1998.   In  the second quarter of 1998,  the  Company
announced a 9 percent price increase effective June 15, 1998
applicable  to its residential insulation products.  Despite
the  Company's successful implementation of price increases,
insulation  pricing during the second quarter  of  1998  was
below  the second quarter 1997 level, due in part  to  long-
term  contracts with some customers.  However,  the  Company
expects  to  realize increased benefits of the recent  price
increases during the third and fourth quarters of 1998.

For  the  quarter ended June 30, 1998, the Company  reported
net  income of $59 million, or $1.02 per share, compared  to
net  income  of  $63 million, or $1.11 per  share,  for  the
quarter  ended  June 30, 1997.  Net income  for  the  second
quarter  of  1998 reflects the decline in insulation  prices
compared to the second quarter of 1997, as well as increased
cost of borrowed funds and minority interest expense due  to
the   financing   of  the  1997  Fibreboard  and   AmeriMark
acquisitions.  Partially offsetting these increased expenses
were  the  benefits of the Company's strategic restructuring
program.   The  1998 reduction in equity in  net  income  of
affiliates  reflects  the first quarter  1998  sale  of  the
Company's  50%  ownership  interest in  Alpha/Owens-Corning,
LLC.   During  the  second  quarter  of  1997,  the  Company
benefited  from  a  $15 million pretax credit  ($10  million
after-tax)   from  the  modification  of  certain   employee
benefits  in  the U.S.  Please see Notes  3  and  4  to  the
Consolidated Financial Statements.

Net sales for the six months ended June 30, 1998 were $2,423
million, a 28% increase over the $1,892 million reported for
the  first  six months of 1997.  This increase reflects  the
acquisitions of Fibreboard and AmeriMark described above.

For the six months ended June 30, 1998, the Company reported
net  income of $67 million, or $1.20 per share, compared  to
net  income of $105 million, or $1.88 per share for the  six
months  ended June 30, 1997.  Net income for the six  months
ended  June 30, 1998 includes a pretax charge of $95 million
($63 million after-tax) for restructuring and other actions;
an  $84 million pretax gain ($52 million after-tax) from the
sale of the Company's 50% ownership interest in Alpha/Owens-
Corning, LLC; as well as a $13 million one-time tax  benefit
associated with Asia Pacific operations.  Net income for the
six  months ended June 30, 1998 also reflects the  increased
cost  of  borrowed  funds and minority interest  expense  as
described  above.   Please see Notes  3,  4  and  6  to  the
Consolidated Financial Statements.

Marketing and administrative expenses were $152 million  for
the  second quarter of 1998 compared to $122 million in  the
second  quarter  of  1997.  The increase  in  marketing  and
administrative  expenses is largely due to  the  incremental
costs   from   acquisitions  and  increased   accruals   for
performance-based   variable   pay   programs.     Partially
offsetting  the  increase  in marketing  and  administrative
expenses in the second quarter of 1998 were the benefits  of
the  Company's strategic restructuring program announced  in
early 1998 and described below.




<PAGE>
                            -25-

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

Restructuring of Operations and Other Actions

The   $95  million  pretax  charge  referred  to  above  for
restructuring and other actions during the first quarter  of
1998 was the second phase of the Company's strategic program
to  reduce overhead, enhance manufacturing productivity  and
close  manufacturing facilities.  This charge  includes  $87
million  for restructuring and $8 million for other actions.
Of  the  Company's originally estimated $250  million  total
pretax  charge for restructuring and other actions announced
in  early  1998,  $143 million was recorded  in  the  fourth
quarter  of 1997 and $95 million was recorded in  the  first
quarter  of 1998.  The Company continues to evaluate further
restructuring actions and expects additional charges  during
the  second half of 1998.  The total charge recorded to date
is   comprised  of  approximately  $155  million   for   the
restructuring  program  and approximately  $83  million  for
other  actions.   The restructuring program,  of  which  $68
million  was recorded in the fourth quarter of 1997 and  $87
million  was recorded in the first quarter of 1998, includes
approximately  $106  million  for  costs  associated with an 
overall  headcount   reduction  of  approximately  2,050  at
numerous locations  around  the  world, predominantly in the
U.S., Canada and Europe.   The  remaining   $49  million  of
restructuring  includes  $47   million   for   non-strategic
businesses and facilities of  which  $15  million represents
exit cost liabilities, and  $2  million  for  other actions.
The  costs  for   non-strategic  businesses   and facilities 
include   $28  million  for   the   closure  of  the Candiac
insulation  manufacturing  plant in  Quebec, Canada  and  $9 
million   for   the   closure   of  several  North  American
distribution locations.

The  primary components of the $83 million charge for  other
actions   and   their  classification   on   the   Company's
consolidated statement of income include $17 million for the
write off of certain assets and investments associated  with
unconsolidated  joint ventures in Spain  and  Argentina  due
primarily  to  poor current and projected financial  results
and  the expected loss of local partners, recorded as  other
operating  expenses;  $12  million  for  the  write-down  of
certain investments in mainland China to reflect the current
business   outlook  and  the  fair  market  value   of   the
investments, recorded as cost of sales; $24 million to write
down   to  net  realizable  value  obsolete  equipment   and
inventory   made  obsolete  by  changes  in  the   Company's
manufacturing and marketing strategies, recorded as cost  of
sales;  $8  million  for a supplemental employee  retirement
plan  approved  by the Board of Directors in December  1997,
recorded  as  marketing  and  administrative  expenses;   $5
million  for  the write-off of an insurance receivable  that
was  determined to be uncollectable after judicial rejection
of   the   Company's  claim,  recorded  as  other  operating
expenses; and $17 million for several other actions recorded
as cost of sales, marketing and administrative expenses, and
other operating expenses.  The Company plans to hold and use
the  investments  but plans to dispose of the  equipment  in
1998.

Based   upon   the   results  of  the  Company's   strategic
restructuring program and expected economic conditions  over
the  next  few years, including effects on matters  such  as
labor,  material  and other costs, the  Company  expects  to
decrease  operating costs by approximately $100  million  in
1998,  and by an additional $75 million when the program  is
fully  implemented  in  1999, resulting  in  ongoing  pretax
savings  of  approximately  $175  million  per  year.    The
expected  $175 million in cost reductions, the  majority  of
which will be cash savings, is comprised of $150 million  in
reduced  personnel  costs, $14 million in  reduced  facility
costs,  and  $11  million of reductions in  related  program
spending.




<PAGE>
                            -26-

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

The  Company  has implemented programs to gain synergies  in
its  exterior systems business during 1998.  As a result  of
these  programs, which include closing redundant facilities,
integrating  business  systems,  and  improving   purchasing
leverage,  the  Company  expects  to  reduce  costs  by   an
additional $30 million during 1998 and more than $50 million
per  year in 1999 and beyond, the majority of which will  be
cash savings.

Accounting Changes

During  the  first  quarter  of 1998,  the  Company  adopted
Statement  of  Financial  Accounting  Standards   No.   130,
"Reporting  Comprehensive Income" (SFAS 130).  Comprehensive
income  is  defined as the change in equity  of  a  business
enterprise  during  a  period from  transactions  and  other
events   and   circumstances  from  nonowner  sources.   The
Company's comprehensive income includes net income, currency
translation    adjustments,   minimum   pension    liability
adjustments,  and  deferred  gains  and  losses  on  certain
hedging transactions.  Please see Note 9 to the Consolidated
Financial Statements.

In  June  1998,  the  Financial Accounting  Standards  Board
issued Statement of Financial Accounting Standards No.  133,
"Accounting   for   Derivative   Instruments   and   Hedging
Activities"   (SFAS   133).   This   statement   establishes
accounting  and  reporting standards  requiring  that  every
derivative    instrument   (including   certain   derivative
instruments embedded in other contracts) be recorded in  the
balance  sheet as either an asset or liability  measured  at
its  fair  value.   SFAS 133 requires that  changes  in  the
derivative's fair value be recognized currently in  earnings
unless  specific hedge accounting criteria are met.  Special
accounting for qualifying hedges allows a derivative's gains
and  losses to offset related results on the hedged item  in
the  income  statement, and requires  that  a  company  must
formally  document, designate, and assess the  effectiveness
of transactions that receive hedge accounting.

SFAS  133 is effective for fiscal years beginning after June
15,  1999, but earlier adoption is allowed.  The Company has
not  yet quantified the impact of adopting SFAS 133 and  has
not determined the timing of or the method of adoption.  The
Company  is  aware, however, that the adoption of  SFAS  133
could    increase   volatility   in   earnings   and   other
comprehensive income.

Building Materials

In  the  Building Materials segment, sales increased 40%  in
the second quarter of 1998 compared to the second quarter of
1997,  reflecting  the incremental sales from  acquisitions.
The  increase  was  slightly offset by  roofing  volume  and
insulation price declines, particularly in the U.S.   Income
from  operations was $91 million for the second  quarter  of
1998, up 23% from $74 million in the second quarter of 1997.
The  increase  reflects the benefits  of  the  restructuring
program,  offset  partially by volume  and  price  declines.
Please  see  Notes  1  and  3 to the Consolidated  Financial
Statements.




<PAGE>
                            -27-
                              
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS (Continued)

The  consolidated results of the Company include the results
of operations of Fibreboard and AmeriMark beginning with the
third and fourth quarters of 1997, respectively.  To enhance
comparability, certain information below is presented  on  a
"pro   forma"   basis  and  reflects  the  acquisitions   of
Fibreboard  (excluding  Pabco  and  operations   that   were
discontinued  by  Fibreboard prior to the  acquisition)  and
AmeriMark  as  though they had occurred at the beginning  of
the  period presented.  (The pro forma impact of  all  other
acquisitions   during   1997,   excluding   Fibreboard   and
AmeriMark,  was  not  material to the Company's  results  of
operations for the six months ended June 30, 1997.)  The pro
forma  results  include certain adjustments,  primarily  for
depreciation  and amortization, interest and other  expenses
directly  attributable  to  the acquisitions,  and  are  not
necessarily  indicative of the combined results  that  would
have occurred had the acquisitions occurred at the beginning
of  that period.  These pro forma results do not reflect the
expected  benefits from the consolidation  of  the  exterior
systems business discussed above.

<TABLE>
<S>                                 <C>       <C>        <C>     <C> 
                                       PRO FORMA          AS REPORTED
                                       Six Months          Six Months
                                         Ended               Ended
                                        June 30,            June 30,
                                     1998     1997       1998    1997
                              (In millions of dollars, except share data)

Net  sales                          $ 2,423   $ 2,436    $ 2,423 $ 1,892
Income from continuing operations        67        94         67     105
Diluted  earnings  per share from
    continuing  operations          $  1.20   $  1.69    $  1.20 $  1.88
</TABLE>

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

Composite Materials

In  the Composite Materials segment, sales were down 4%  for
the  quarter  ended June 30, 1998 compared to 1997.   Volume
declines in the U.S. drove the sales decline, due in part to
slower  demand  in the electronics market as  well  as  some
order   cancellations  resulting  from  the  General  Motors
strike.   Price declines in European composites compared  to
the  second quarter of 1997 were only moderately  offset  by
the  benefits of volume growth.  The translation  impact  of
sales  denominated in foreign currencies was minimal  during
the quarter ended June 30, 1998.  Despite the slight decline
in  sales,  income from operations was $59  million  in  the
second  quarter  of  1998, up 18% from $50  million  in  the
second  quarter of 1997. This increase reflects productivity
improvements  and  cost reduction programs described  above.
Compared to the fourth quarter of 1997 and the first quarter
of  1998, price levels were higher in the second quarter  of
1998,  indicating  the benefits of the Company's  previously
announced   price  increases  in  the  composites  business.
Please  see  Notes  1  and  3 to the Consolidated  Financial
Statements.




<PAGE>
                            -28-

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

On  July 31, 1998, the Company announced the formation of  a
new  joint  venture for the Company's  yarns  and  specialty
materials   business.   The  Company  will  contribute   two
manufacturing  plants in the U.S. to the joint  venture  and
plans  to sell 51% of its ownership interest in the business
to  Groupe Porcher Industries located in Badinieres, France,
for approximately $360 million.  Upon closing, scheduled  to
occur  during  the third quarter of 1998, the  Company  will
receive  an  additional distribution of  approximately  $210
million from the joint venture.  With sales of approximately
$300  million in 1997, the Company's yarn business  was  the
world's  second  largest producer of glass  yarns,  and  the
largest producer of fine yarns.  Proceeds from the sale will
be  used to reduce the borrowings under the Company's  long-
term revolving credit facility.

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Cash  flow  from operations was $55 million for the  quarter
ended  June  30, 1998, compared to negative $72 million  for
the  quarter ended June 30, 1997.  The increase in cash flow
from  operations  in  1998 is largely  attributable  to  the
second  quarter  1998 collection of an $85  million  federal
income  tax  receivable.  Payments for  asbestos  litigation
claims were $95 million during the quarter and proceeds from
insurance were $5 million, compared to $90 million  and  $24
million,  respectively, during the second quarter  of  1997.
The  increase  in  net  payments is due  to  the  timing  of
asbestos  claims settlements and the collection of insurance
proceeds.   The  Company anticipates $375 million  of  total
payments   for  asbestos  litigation  claims  during   1998.
Inventories at June 30, 1998 increased $32 million,  or  6%,
over  December  31, 1997 levels due to the Company's  normal
seasonal inventory build in the first half of the year.   On
a  comparative basis, inventories at June 30, 1998, adjusted
for  AmeriMark, were approximately $100 million  lower  than
the  level at June 30, 1997.  Receivables at June  30,  1998
were $597 million, a 38% increase over the December 31, 1997
level, due to high sales levels during June 1998.

At June 30, 1998, the Company's net working capital was $162
million  and  its current ratio was 1.12, compared  to  $121
million  and 1.09, respectively, at December 31, 1997.   The
increase  in 1998 was primarily due to increased receivables
and  inventories  as  well  as a reduction  in  the  current
portion of the reserve for asbestos litigation claims.

The  Company's total borrowings at June 30, 1998 were $2.008
billion,   $270  million  higher  than  at  year-end   1997,
reflecting typical cash usage during the first half  of  the
year  as  the  Company builds inventories and other  working
capital.   Total borrowings at June 30, 1998 were down  from
the  March 31, 1998 level of $2.060 billion due in  part  to
the receipt of proceeds from the sale of Alpha/Owens-Corning
LLC  and  the  collection  of an income  tax  receivable,  a
portion of which was used to reduce debt during April 1998.

As  of June 30, 1998, the Company had unused lines of credit
of  $1.103  billion  available under long-term  bank  credit
facilities  and an additional $125 million under  short-term
facilities,  compared  to  $884 million  and  $224  million,
respectively, at year-end 1997.  The net increase in  unused
available lines of credit reflects the Company's issuance of
$550  million of debt securities in early May 1998, the  net
proceeds  of which were used to reduce borrowings under  the
Company's  long-term  credit  facility  in  the  U.S.    The
increase in unused available lines of credit resulting  from
this  payment was largely offset by increased borrowings  at
June 30, 1998 as well as an agreed $200 million reduction in
the  maximum availability from the Company's credit facility
during  the first quarter of 1998. Letters of credit  issued
under  the  facility,  most of which  support  appeals  from
asbestos  trials,  also  reduce the  available  credit.  The
impact of such reduction is reflected in the unused lines of
credit   discussed  above.   Please  see  Note  5   to   the
Consolidated Financial Statements.




<PAGE>
                            -29-

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

Early  in  the third quarter of 1998, the Company  issued  a
series  of debt securities as unsecured obligations  of  the
Company  for an aggregate principal amount of $400  million.
The  net  proceeds of $395 million were used to pay for  the
principal  and  premium  amounts of  the  tender  offers  of
certain  other  debt securities of the Company.  The  tender
offers were completed on August 3, 1998 and as of that date,
approximately  $361  million of these debt  securities  were
tendered.  In connection with this early retirement of debt,
the  Company paid premiums of approximately $62 million  and
recorded an extraordinary loss of approximately $37 million,
net of related income taxes of $25 million.  Please see Note
5 to the Consolidated Financial Statements.

In early August 1998, the Company called its $309 million of
Trust  Preferred Hybrid Securities which had been issued  in
October 1997 as payment for the Company's acquisition of the
assets  of  AmeriMark.  This transaction was  financed  with
borrowings  from  the Company's long-term  revolving  credit
facility.

Capital   spending  for  property,  plant   and   equipment,
excluding  acquisitions,  was  $74  million  in  the  second
quarter  of  1998.   The  Company anticipates  1998  capital
spending,  exclusive  of  acquisitions  and  investments  in
affiliates, will be approximately $245 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
second  quarter  of  1998,  including  payments  for  claims
settled  in  prior  years and excluding amounts  payable  in
future  years,  were  $95 million. The second  quarter  1998
expenditures include $21 million in defense and other costs.
Proceeds from insurance were $5 million resulting in  a  net
pretax  cash  outflow of $90 million, or $54 million  after-
tax.   During  the  second  quarter  of  1998,  the  Company
received  approximately 8,300 new asbestos  personal  injury
cases  and closed approximately 2,200 cases.  Over the  next
twelve  months,  the Company's total payments  for  asbestos
litigation  claims,  including defense costs,  are  expected
to  be  approximately $325 million.  Proceeds from insurance
of  $125 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 12  to
the Consolidated Financial Statements.

Gross   payments  for  asbestos  litigation  claims  against
Fibreboard  for  the  quarter  ended  June  30,  1998   were
approximately $34 million, all of which was paid directly by
Fibreboard's  insurers or from an escrow account  funded  by
its  insurers  to claimants on Fibreboard's behalf.   During
the second quarter, Fibreboard received approximately 14,700
new   asbestos   personal  injury   claims,   and   resolved
approximately  4,400  claims. Payments for  asbestos  claims
against  Fibreboard are expected to be paid by  Fibreboard's
insurers or from the escrow account.  Please see Notes 8 and
12 to the Consolidated Financial Statements.




<PAGE>
                            -30-

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

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

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.  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  second  quarter  of  1998,  the  Company   was
designated as a PRP in such federal, state, local or private
proceedings  for  1 additional site.  At June  30,  1998,  a
total of 37 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 $33 million reserve  for  its
Superfund  (and  similar state, local  and  private  action)
contingent  liabilities.  Based upon  information  presently
available  to  the  Company,  and  without  regard  to   the
application   of  insurance,  the  Company  believes   that,
considered in the aggregate, the additional costs associated
with  such  contingent  liabilities, including  any  related
litigation costs, will not have a materially adverse  effect
on  the Company's results of operations, financial condition
or long-term liquidity.

The 1990 Clean Air Act Amendments (Act) provide that the EPA
will issue regulations on a number of air pollutants over  a
period of years.  Until these regulations are developed, the
Company  cannot determine the extent to which the  Act  will
affect it.  The Company anticipates that its sources  to  be
regulated  will  include  wool  fiberglass,  mineral   wool,
asphalt processing and roofing, and metal coil coating.  The
EPA's  currently announced schedule is to issue  regulations
covering  wool fiberglass and mineral wool in 1998,  asphalt
processing  and roofing in 1999, and metal coil  coating  in
2000, with implementation as to existing sources up to three
years  thereafter. Based on information  now  known  to  the
Company,   including  the  nature  and  limited  number   of
regulated  materials it emits, the Company does  not  expect
the Act to have a materially adverse effect on the Company's
results  of  operations,  financial condition  or  long-term
liquidity.

Year 2000 Compliance

The  Company has been actively implementing new systems  and
technology since 1995 as part of its Advantage 2000  program
to  improve  productivity  and operational  efficiency.   An
additional  objective of this initiative is  to  ensure  all
business   transactions  are  supporting   requirements   to
process  data  accurately in the year 2000 and  beyond.  The
scope  of  this  program has been continuously  expanded  to
include  each  of  the seventeen acquisitions  made  by  the
Company  during the past four years.  To date, over  50%  of
the  Company's  systems  have  been  replaced  and  are   in
operation  for  daily business transaction processing.   The
Company's  schedule  is to implement  all  remaining  system
updates  throughout the period ending July 1, 1999, and  all
system  changes  are  currently  on  schedule.  The  Company
assesses the risk of these systems not being Year 2000 ready
as negligible.




<PAGE>
                            -31-
                              
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS (Continued)

The Company is now auditing and taking inventory of all non-
information  processors, controllers and microchips  in  its
facilities.  Until the audit and inventory are complete  and
the  results evaluated, the Company will not know the extent
of  its  Year  2000 compliance risks with these  processors,
controllers  and  microchips.  This audit and  inventory  is
scheduled for completion in the third quarter of 1998.   The
Company will then evaluate how these processors, controllers
and  microchips affect the operations of the facilities  and
develop   remediation, scheduling and contingency plans  for
implementing  the required changes to make these  operations
Year 2000 ready.

The  cumulative  cost of business systems  replacement  from
1995  through the end of the second quarter of 1998 has been
$142   million,   including  $98  million  for   information
technology   and  $44  million  for  related  training   and
deployment  in  various  business  locations.   The  Company
currently  estimates  the costs for information  technology,
non-information  technology and training and  deployment  at
all  remaining locations to be approximately $35 million  to
$45 million.

The  Company  is  working  with its vendors,  suppliers  and
customers  to determine if their systems will be  Year  2000
ready  as well.  In the event that suppliers or vendors  are
unable  to  convert  or replace systems  appropriately,  the
Company  intends  to switch to suppliers that  are  able  to
provide Year 2000 transaction processing.




<PAGE>
                            -32-
                                                            
                 PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

See  the  paragraphs in Note 12, Contingent Liabilities,  to
the Company's Consolidated Financial Statements above, which
are incorporated here by reference.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(a)  None of the constituent instruments defining the rights
     of the holders of any class of the Company's registered
     securities was materially modified in the quarter ended
     June 30, 1998.

(b)  None  of  the  rights  evidenced by any  class  of  the
     Company's registered securities was materially  limited 
     or qualified in the quarter  ended June 30, 1998 by the
     issuance   or   modification   of  any  other  class of
     securities.
  
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

(a)   During the quarter ended June 30, 1998, 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 June 30, 1998,  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

(a)   The Company's annual meeting of stockholders was  held
      April 16, 1998.

(b)   The  matters voted upon at the meeting, and the  votes
      cast with respect to each, were:

      1.  Election  of four directors for a term expiring in 
          2001: Gaston Caperton - 47,027,314 shares cast for
          election and 2,113,940 shares withheld; William W.
          Colville - 47,125,786 shares cast for election and
          2,015,468  shares   withheld;   Landon  Hilliard -
          47,170,395 shares cast for election and  1,970,859 
          shares withheld; Glen H. Hiner - 46,606,726 shares
          cast for election and 2,534,528 shares withheld.
    
       2. Approval  of  the action of the Board of Directors
          in selecting  Arthur Andersen  LLP as  independent
          public accountants  for  the  Company for the year
          1998: 48,203,004 shares were cast for the proposal;
          732,303  shares  were  cast  against; and  205,947 
          shares abstained.

          There were no broker nonvotes on any matter.

ITEM 5.  OTHER INFORMATION

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




<PAGE>
                            -33-
                                                            
                 PART II. OTHER INFORMATION


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  June 30, 1998, the Company 
     filed the following current reports on Form 8-K:
  

        - Filed April 16, 1998, under Item K, with  unaudited
          financial  statements, without notes, for the first
          quarter of 1998.
        - Filed April 17, 1998, under Item 5.
        - Filed May 5, 1998, under Items 5 and 7.

          


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

                                     Registrant


Date: August 7, 1998                 By:  /s/ Domenico Cecere
                                     Domenico Cecere
                                     Senior Vice President
                                     and Chief Financial Officer
                                     (as duly authorized officer)



Date: August 7, 1998                 By:  /s/ Steven J. Strobel
                                     Steven J. Strobel
                                     Vice President and Controller









<PAGE>
                            -35-
                                                            
                        EXHIBIT INDEX
                              
Exhibit
Number         Document Description

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

     Agreement  and Plan of Merger, dated as  of May  27, 1997, among 
     Owens  Corning,  Sierra   Corp.   and   Fibreboard   Corporation
     (incorporated  herein  by  reference  to  Exhibit   2(a)  to the
     Company's current report on Form 8-K (File No. 1-3660), filed
     May 28, 1997).

(3)  Articles of Incorporation and By-Laws.

       (i)  Certificate of Incorporation of Owens Corning, as amended
            (incorporated herein by reference to  Exhibit   (3)(i) to
            the  Company's  quarterly report on  Form  10-Q (File No. 
            1-3660) for  the  quarter ended March 31, 1997).
       
       (ii) By-Laws of Owens Corning, as amended (incorporated herein
            by  reference  to Exhibit (19) to the Company's quarterly
            report  on  Form 10-Q (File No. 1-3660)   for the quarter
            ended March 31, 1988).
       
       
(4)  Instruments  Defining the Rights of Security  Holders, Including 
     Indentures.

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

     Credit Agreement, dated as of June 26, 1997, among Owens Corning,
     other Borrowers and Guarantors,  the  Banks  listed  on  Annex  A
     thereto, and Credit Suisse First  Boston, as Agent (filed as
     Exhibit (4) to  the Company's quarterly report on Form 10-Q (File
     No. 1-3660) for the quarter ended  June  30,  1997) as amended by 
     Amendment  No. 1  thereto  (incorporated herein  by reference  to
     Exhibit (4) to the Company's annual report on Form 10-K (File No.
     1-3660) for  the year ended December 31, 1997).

(10)  Material Contracts.

      Owens Corning Supplemental Executive Retirement Plan,  effective
      as of January 1, 1998 (filed herewith).

      Credit Agreement, dated as of June 26, 1997, among Owens Corning,  
      other Borrowers and Guarantors,  the   Banks  listed  on  Annex A 
      thereto,  and  Credit  Suisse  First  Boston,  as Agent (filed as
      Exhibit (4) to the Company's quarterly report on Form 10-Q  (File
      No.  1- 3660) for the quarter ended June 30, 1997) as amended  by
      Amendment No. 1 thereto (incorporated  by  reference  to  Exhibit 
      (4) to the Company's annual report on Form 10-K (File No. 1-3660)
      for  the  year ended December 31, 1997.

      Agreement  and Plan of Merger, dated  as  of  May 27, 1997, among
      Owens  Corning,  Sierra   Corp.   and    Fibreboard   Corporation
      (incorporated herein by reference to Exhibit 2(a) to the Company's
      current report on Form 8-K (File No. 1-3660), filed May  28, 1997).
                    



<PAGE>
                                -36-
                                                            
                           EXHIBIT INDEX
                              
Exhibit
Number         Document Description

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

(27)    Financial Data Schedule (filed herewith).

(99)    Additional Exhibits.

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