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 September 30, 1997
                               
                  Commission File No. 1-3660
                               
                         Owens Corning
                               
                   One Owens Corning Parkway
                               
                      Toledo, Ohio  43659
                               
                   Area Code (419) 248-8000
                               
                    A Delaware Corporation
                               
         I.R.S. Employer Identification No. 34-4323452


Indicate  by check mark whether the Registrant (1)  has  filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or  for  such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                     Yes / X /     No /   /
                               
 Shares of common stock, par value $.10 per share, outstanding
                      at October 31, 1997
                               
                          53,436,706
                               
                               


<PAGE>                            - 2 -
                               
                 PART 1. FINANCIAL INFORMATION
                               
ITEM 1. FINANCIAL STATEMENTS
                               
                OWENS CORNING AND SUBSIDIARIES
                               
               CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<S>                            <C>      <C>     <C>     <C> 
                               
                                     Quarter        Nine Months
                                      Ended            Ended
                                   September 30,   September 30,
                                   1997     1996   1997     1996
                          (In millions of dollars, except share data)

NET SALES                       $ 1,238  $ 1,025  $ 3,130  $ 2,830

COST OF SALES                       953      754    2,383    2,088

 Gross margin                       285      271      747      742

OPERATING EXPENSES

 Marketing and administrative 
   expenses                         162      126      406      368
 Science and technology expenses     16       22       50       63
 Provision for asbestos litigation 
   claims                             -        -        -      875
 Other                               12       (5)      14       (2)

   Total operating expenses         190      143      470    1,304

INCOME (LOSS) FROM OPERATIONS        95      128      277     (562)

Cost of borrowed funds               36       20       78       56

INCOME (LOSS) BEFORE PROVISION
 FOR INCOME TAXES                    59      108      199     (618)

Provision (credit) for income 
   taxes (Note 5)                     5       31       48     (257)

INCOME (LOSS) BEFORE EQUITY
 IN NET INCOME OF AFFILIATES         54       77      151     (361)

Equity in net income of 
 affiliates                           5        3       13        7

NET INCOME (LOSS)                $   59   $   80   $  164  $  (354)

NET INCOME (LOSS) PER COMMON SHARE

Primary net income (loss) per 
 share                           $ 1.09   $ 1.53   $ 3.05  $ (6.86)
Fully diluted net income (loss) 
 per share                       $ 1.04   $ 1.44   $ 2.91  $ (6.86)

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

  Primary                          53.9     52.4     53.7     51.6
  Assuming full dilution           58.5     57.0     58.3     51.6
                               
                                                     
                               
         The accompanying notes are an integral part of this statement.




<PAGE>                            - 3 -

               OWENS CORNING AND SUBSIDIARIES
                              
                 CONSOLIDATED BALANCE SHEET


</TABLE>
<TABLE>
<S>                                   <C>               <C>                              
                                     September 30,    December 31,
                                         1997             1996
ASSETS                                 (In millions of dollars)

CURRENT

 Cash and cash equivalents            $     9           $   45
 Receivables                              607              314
 Inventories (Note 6)                     489              340
 Insurance for asbestos litigation
  claims - current portion (Note 9)        50              100
 Deferred income taxes                    147              106
 VEBA trust                                 -               19
 Income tax receivable                     22                4
 Other current assets (Note 3)             74               30

   Total current                        1,398              958

OTHER

 Insurance for asbestos litigation
  claims (Note 9)                         411              454
 Asbestos costs to be reimbursed - 
  Fibreboard (Note 9)                      95                -
 Deferred income taxes                    390              474
 Goodwill (Note 3)                        711              286
 Investments in affiliates                 75               64
 Other noncurrent assets (Note 4)         197              155

   Total other                          1,879            1,433

PLANT AND EQUIPMENT, at cost            3,456            3,341
 Less--Accumulated depreciation        (1,774)          (1,819)

   Net plant and equipment              1,682            1,522

TOTAL ASSETS                          $ 4,959          $ 3,913


      The accompanying notes are an integral part of this statement.
      



<PAGE>                                - 4 -
      
                        
               OWENS CORNING AND SUBSIDIARIES
                              
                 CONSOLIDATED BALANCE SHEET
                         (Continued)

</TABLE>
<TABLE>
<S>                                          <C>              <C>
                              
                                            September 30,     December 31,
                                                 1997             1996
                                               (In millions of dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT
 Accounts payable and accrued 
   liabilities                                $   676         $   705
 Reserve for asbestos litigation claims -
  current portion (Note 9)                        300             300
 Short-term debt                                   77              96
 Long-term debt - current portion                  22              20

   Total current                                1,075           1,121

LONG-TERM DEBT (Note 4)                         1,887             818

OTHER
 Reserve for asbestos litigation claims 
   (Note 9)                                     1,423           1,670
 Asbestos claims settlements - Fibreboard 
   (Note 9)                                        73               -
 Long-term debt assoc. with asbestos - 
   Fibreboard (Note 9)                             26               -
 Other employee benefits liability                335             349
 Pension plan liability                            61              63
 Other (Note 9)                                   172             161

   Total other                                  2,090           2,243

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

MINORITY INTEREST                                  22              21

STOCKHOLDERS' EQUITY
 Common stock                                     652             606
 Deficit                                         (920)         (1,072)
 Foreign currency translation adjustments         (23)             (1)
 Other                                            (18)            (17)

   Total stockholders' equity                    (309)           (484)

TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                       $ 4,959         $ 3,913
</TABLE>

                                                            
     The accompanying notes are an integral part of this statement.
     



<PAGE>                     - 5 -

               OWENS CORNING AND SUBSIDIARIES
                              
            CONSOLIDATED STATEMENT OF CASH FLOWS
                              
<TABLE>
<S>                                  <C>        <C>    <C>     <C>
                                         Quarter        Nine Months
                                          Ended            Ended
                                       September 30,    September 30,
                                       1997     1996    1997     1996
                                          (In millions of dollars)
NET CASH FLOW FROM OPERATIONS

 Net income (loss)                    $  59     $ 80   $ 164   $ (354)
 Reconciliation of net cash 
  provided by operating activities:
  Noncash items:
    Provision for depreciation and
     amortization                        45       39     121      107
    Provision (credit) for deferred 
     income taxes                         4       60      60     (285)
    Provision for asbestos litigation 
     claims                               -        -       -      875
    Other                                (5)      (1)    (12)       1
  (Increase) decrease in receivables    (40)     (48)   (203)    (149)
  (Increase) decrease in inventories     47      (18)    (45)     (87)
  Increase (decrease) in accounts
   payable and accrued liabilities      (30)      50    (120)     (16)
  Increase (decrease) in accrued 
   income taxes                          (2)     (25)    (28)      30
  Proceeds from insurance for asbestos
   litigation claims, excluding 
   Fibreboard                            29        -      93       63
  Payments for asbestos litigation
   claims, excluding Fibreboard         (62)     (57)   (247)    (178)
  Other                                  42      (23)    (15)     (37)

        Net cash flow from operations    87       57    (232)     (30)

NET CASH FLOW FROM INVESTING

 Additions to plant and equipment       (44)     (57)   (175)    (224)
 Investment in subsidiaries, net of
  cash acquired                        (527)       -    (547)     (39)
 Proceeds from the sale of affiliate      -        -       -       55
 Other                                   (1)      (2)    (10)     (14)
                              
      Net cash flow from investing   $ (572)   $ (59)  $(732)   $(222)
                              
</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          Nine Months
                                          Ended              Ended
                                       September 30,     September 30,
                                       1997     1996     1997     1996
                                          (In millions of dollars)
NET CASH FLOW FROM FINANCING

 Net additions to long-term credit 
  facilities (Notes 3 and 4)          $ 709    $  (5)   $ 992    $ 179
 Other additions to long-term debt       21        5      157       18
 Other reductions to long-term debt    (147)      (1)    (188)     (33)
 Net increase in short-term debt        (91)      12      (29)     100
 Dividends paid                          (3)       -      (10)       -
 Other                                  (13)      (2)       8        -

      Net cash flow from financing      476        9      930      264

Effect of exchange rate changes on 
 cash                                    (1)       -       (2)       1

Net increase (decrease) in cash
 and cash equivalents                   (10)       7      (36)      13

Cash and cash equivalents at
 beginning of period                     19       24       45       18

Cash and cash equivalents at end
 of period                             $  9     $ 31     $  9    $  31
</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        Nine Months
                                         Ended            Ended
                                     September 30,    September 30,
1.  SEGMENT DATA                     1997     1996    1997     1996
                                        (In millions of dollars)

NET SALES

Industry Segments

 Building Materials
  United States                   $  807    $  637     $ 1,907    $ 1,677
  Europe                              74        76         220        203
  Canada and other                    73        40         145         94

   Total Building Materials          954       753       2,272      1,974

 Composite Materials
  United States                      150       151         449        453
  Europe                              91        87         291        302
  Canada and other                    43        34         118        101

   Total Composite Materials         284       272         858        856

 Intersegment sales
  Building Materials                   -         -           -          -
  Composite Materials                 28        30          83         84
  Eliminations                       (28)      (30)        (83)       (84)

   Net sales                      $1,238    $1,025      $3,130     $2,830

Geographic Segments

 United States                    $  957    $  788      $2,356     $2,130
 Europe                              165       163         511        505
 Canada and other                    116        74         263        195

   Total                          $1,238    $1,025      $3,130     $2,830

 Intersegment sales
  United States                       28        27          88         72
  Europe                               9         8          25         29
  Canada and other                    18        19          66         58
  Eliminations                       (55)      (54)       (179)      (159)

   Net sales                      $1,238    $1,025      $3,130     $2,830
</TABLE>





<PAGE>                    - 8 -
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
<TABLE>
<S>                                <C>       <C>     <C>      <C>
                              
                                      Quarter        Nine Months
                                       Ended            Ended
                                    September 30,    September 30,
1.  SEGMENT DATA (Continued)        1997     1996    1997     1996
                                       (In millions of dollars)
INCOME (LOSS) FROM OPERATIONS (1)

Industry Segments

 Building Materials
  United States                     $  75    $  75    $ 179   $ 161
  Europe                                1        7        6      15
  Canada and other                      8        9       14       5

   Total Building Materials            84       91      199     181

 Composite Materials
  United States                        37       50      132     118
  Europe                               (2)       7        5      46
  Canada and other                     (1)       3       (2)     12

   Total Composite Materials           34       60      135     176

 General corporate expense            (23)     (23)     (57)   (919)

   Income from operations              95      128      277    (562)

 Cost of borrowed funds               (36)     (20)     (78)    (56)

   Income before provision
     for income taxes               $  59    $ 108    $ 199  $ (618)

Geographic Segments

  United States                     $ 112    $ 125    $ 311  $  279
  Europe                               (1)      14       11      61
  Canada and other                      7       12       12      17
  General corporate expense           (23)     (23)     (57)   (919)

    Income from operations             95      128      277    (562)

 Cost of borrowed funds               (36)     (20)     (78)    (56)

   Income before provision
     for income taxes               $  59    $ 108    $ 199  $ (618)
</TABLE>

(1) Income  from  operations  for the quarter  and  nine  months
    ended  September  30,  1996 includes  the  Company's  pretax
    charge  of $875 million for asbestos litigation claims to be
    received after 1999 all of which was recorded as an increase
    in general corporate expense. Income from operations for the
    nine  months  ended  September 30, 1996  also  includes  the
    Company's  pretax gain of $37 million from the sale  of  its
    ownership  interest  in its Japanese affiliate  Asahi  Fiber
    Glass Co. Ltd., all of which was recorded as a reduction  in
    general corporate expense. Also included are special charges
    totaling   $42   million  including  valuation   adjustments
    associated  with  prior  divestitures,  major  product  line
    productivity  initiatives and a contribution  to  the  Owens
    Corning  Foundation.  The impact of these special items  was
    to  reduce income from operations for Building Materials  in
    the  United  States, Europe, and Canada  and  other  by  $19
    million,  $1 million and $2 million, respectively, Composite
    Materials in the United States and Europe by $3 million  and
    $2  million, respectively, and to increase general corporate
    expense by $15 million.




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

2.  GENERAL

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

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

3.   ACQUISITIONS

At  the  end  of  the  second quarter of 1997,  the  Company
completed  its cash tender offer to acquire the  outstanding
shares   of   Fibreboard  Corporation  at  $55  per   share.
Fibreboard,  a North American manufacturer of  vinyl  siding
and  accessories,  as well as manufactured  stone,  operates
more  than  130  company-owned distribution  centers  in  32
states.  At the time of acquisition, management formulated a
plan to divest Fibreboard's calcium silicate insulation  and
metal  jacket business (Pabco).  Pabco's assets are included
in other current assets as available for sale.

The purchase price of Fibreboard was $660 million, including
$138  million  of debt assumed, the majority  of  which  was
financed  through borrowings on the Company's new  long-term
credit facility early in the third quarter of 1997 (see Note
4).

The following unaudited table presents the pro forma results
of   operations  for  the  quarter  and  nine  months  ended
September  30,  1997 and 1996, assuming the  acquisition  of
Fibreboard   occurred  at  the  beginning  of  each   period
presented.    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 Pabco.

<TABLE>
<S>                                     <C>      <C>       <C>      <C>      
                                          Quarter           Nine Months
                                           Ended               Ended
                                        September 30,      September 30,
                                        1997     1996      1997     1996
                                             (In millions of dollars,
                                                except share data)

Net  sales                              $1,238   $1,207    $3,461   $3,299
Income from continuing operations           59       81       158     (362)
Fully diluted earnings per share
 from continuing operations             $ 1.04   $ 1.46    $ 2.81   $(7.00)
</TABLE>

The Company completed additional acquisitions during 1997 in
the  Building Materials segment in the U.S. and Europe.  The
Company   also  completed  two  acquisitions  in   Composite
Materials impacting the U.S. and Canada and other geographic
segments.    The   aggregate   purchase   price   of   these
acquisitions was $47 million.  These acquisitions  exchanged
340,000 shares of the Company's common stock and $34 million
in cash.  The pro forma effect of these acquisitions was not
material to net income for the quarters or nine months ended
September 30, 1997 and 1996.




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

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

The  purchase  price allocations were based  on  preliminary
estimates  of fair market value and are subject to revision.
The estimated fair value of assets acquired from Fibreboard,
including  goodwill,  was $912 million; liabilities  assumed
totaled  $390 million, $138 million of which was debt.   The
1997 acquisitions include goodwill of $436 million, which is
being amortized over 40 years.

4.  LONG-TERM DEBT

On  June  26,  1997  the Company entered  into  a  long-term
revolving   credit  agreement  with  a  maximum   commitment
equivalent  to  $2  billion,  of  which  portions   can   be
denominated in Canadian dollars, Belgian francs  or  British
pounds.   Issuance  costs incurred in conjunction  with  the
establishment  of this new credit facility are  included  in
other noncurrent assets and being amortized over the term of
the  facility.  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 September 30, 1997.

Early  in  the  third quarter of 1997 the  Company  borrowed
$1.04  billion  at LIBOR plus .275% under the new  facility.
The  proceeds  borrowed were used to pay off  the  Company's
previous U.S. and Canadian facilities and select short  term
debt instruments, and to fund the acquisition of Fibreboard,
which  included  the  purchase of  Fibreboard's  outstanding
shares  as well as the refinancing of substantially  all  of
Fibreboard's preacquisition debt.

5.                        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         Nine Months
                                         Ended             Ended
                                     September 30,     September 30,
                                     1997     1996     1997     1996
U.S. federal statutory rate           35%      35%      35%    (35)%
State and local income taxes           3       (7)       3      (5)
Adjustment of deferred tax asset 
  valuation allowance                  -        -       (4)     (1)
Foreign tax credits                   (4)       -       (2)      -
Conclusion of prior year tax audits  (10)       -       (2)      -
Effect of change in state tax rates   (9)       -       (3)      -
Other                                 (7)       1       (3)     (1)

Effective tax rate                     8%      29%      24%    (42)%
</TABLE>

During the third quarter of 1997, the Company recorded  one-
time  tax  benefits  of approximately  $13  million.   These
benefits  primarily resulted from a revaluation of  deferred
state income taxes based on a historical weighted average of
statutory  state  tax  rates and the conclusion  of  certain
prior year tax audits with the IRS.

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




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

6. INVENTORIES
<TABLE>
  <S>                                    <C>                     <C>
                                       September 30,           December 31,
                                           1997                    1996
                                             (In millions of dollars)
Inventories are summarized as follows:

  Finished goods                         $  356                  $  273

  Materials and supplies                    211                     149

  FIFO inventory                            567                     422

  Less:  Reduction to LIFO basis            (78)                    (82)

                                         $  489                  $  340
</TABLE>

Approximately  $306  million  and  $216  million   of   FIFO
inventories  were valued using the LIFO method at  September
30, 1997 and December 31, 1996, respectively.
                              
7. 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        Nine Months
                                           Ended            Ended
                                        September 30,    September 30,
                                        1997     1996    1997     1996
                                           (In millions of dollars)

Income taxes                            $  9     $  3    $ 18     $ (6)
Cost of borrowed funds                    18       12      64       51
</TABLE>

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

During the third quarter of 1997, gross payments for asbestos
litigation claims against Fibreboard were  approximately  $31 
million,  all  of  which  was  paid  directly by Fibreboard's 
insurers  or  from  the  escrow  account  to   claimants   on 
Fibreboard's    behalf.     During    the    third   quarter, 
Fibreboard also reached settlement agreements with plaintiffs  
for  amounts  totaling approximately $16 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.

8. SUBSEQUENT EVENTS

Early  in  the  fourth quarter, Owens Corning completed  the
asset  acquisition of AmeriMark Building Products,  Inc.,  a
specialty   building  products  company  which  serves   the
exterior residential housing industry.  The acquisition  was
completed  for  a  purchase price of $309 million  in  trust
preferred  hybrid  securities, plus a  cash  adjustment  for
changes  in  net  working capital.  The securities  will  be
recorded  as  minority  interest on  the  Company's  balance
sheet.





<PAGE>                     - 12 -
                              
9. CONTINGENT LIABILITIES

ASBESTOS LIABILITIES

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  and property damage 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.  The property damage  claims
generally  allege  property damage  to  school,  public  and
commercial buildings resulting from the presence of products
containing  asbestos.  Virtually all of the asbestos-related
lawsuits against 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  September  30, 1997, approximately 170,400  asbestos
personal  injury claims were pending against Owens  Corning,
of  which  28,000 were received in the first nine months  of
1997.   Owens  Corning  received approximately  36,400  such
claims in 1996 and 55,900 in 1995.

Many  of the recent claims appear to be the product of  mass
screening programs and not to involve malignancies or  other
significant  asbestos  related  impairment.   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.
In  January  1997,  Owens Corning filed a  similar  suit  in
federal  court in Jackson, Mississippi against the owner  of
an additional testing laboratory.

During  1996,  Owens Corning engaged in discussions  with  a
group  of approximately 30 leading plaintiffs' law firms  to
explore   approaches  toward  resolution  of  its   asbestos
liability.   Agreements with the various firms not  to  file
claims  against  Owens Corning except  for  those  involving
malignancies, most of which agreements expired on or  before
January  1,  1997,  may have impacted the  number  of  cases
received  by  Owens Corning during 1996 and  the  first  two
quarters of 1997.

Through  September 30, 1997, Owens Corning had resolved  (by
settlement  or  otherwise)  approximately  198,800  asbestos
personal  injury claims. This number includes cases resolved
by  two  orders  of  dismissal for lack  of  medical  proof,
covering  approximately 18,900 federal maritime cases  which
named  Owens Corning as a defendant, resulting in  a  15,600
case  reduction in the backlog after reduction for duplicate
cases   and  cases  previously  settled.   Of  these  cases,
approximately  11,700  were  dismissed  in  1996,  with  the
remaining  3,900  being dismissed in the  first  quarter  of
1997. The total resolutions also include approximately 4,000
cases  dismissed  during the third quarter  1997  in  Texas.
These  cases were dismissed under that state's newly enacted
forum non conveniens law.  During 1996, 1995 and 1994, Owens
Corning  resolved  approximately  60,600  asbestos  personal
injury  claims,  over 99% without trial, and incurred  total
indemnity  payments  of $626 million (an  average  of  about
$10,300 per case).




<PAGE>                      - 13 -
                              
9. CONTINGENT LIABILITIES (Continued)

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.

Insurance

As  of  September 30, 1997, Owens Corning had  approximately
$236  million  in  unexhausted insurance  coverage  (net  of
deductibles   and  self-insured  retentions  and   excluding
coverage  issued by insolvent carriers) under its  liability
insurance  policies applicable to asbestos  personal  injury
claims.   This insurance, which is substantially  confirmed,
includes both products hazard coverage and primary level non-
products  coverage.   Portions  of  this  coverage  are  not
available  until 1998 and beyond under agreements  with  the
carriers  confirming such coverage.  All of 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 the second quarter of  1996.   This
coverage  is  unconfirmed  and  the  amount  and  timing  of
recoveries from these excess level policies will  depend  on
subsequent negotiations or proceedings.

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

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:




<PAGE>                      - 14 -
                              
9. CONTINGENT LIABILITIES (Continued)
<TABLE>
   <S>                               <C>                 <C> 
                                     September  30,      December 31,
                                         1997                1996
                                         (In millions of dollars)
Reserve for asbestos
litigation claims
   Current                            $   300            $   300
   Other                                1,423              1,670
      Total Reserve                     1,723              1,970

Insurance for asbestos
litigation claims
   Current                                 50                100
   Other                                  411                454

      Total Insurance                     461                554

Net Owens Corning Asbestos Liability  $ 1,262            $ 1,416
</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,  as  well as the prospects for confirming additional
insurance,  including the additional $225  million  in  non-
products  coverage  referenced  above,  are  influenced   by
numerous  variables that are difficult to predict, and  that
estimates,  such as Owens Corning's, which attempt  to  take
account  of  such  variables, are  subject  to  considerable
uncertainty.   Owens Corning believes that its  estimate  of
liabilities and insurance will be sufficient to provide  for
the costs of all pending and future asbestos personal injury
claims  that  involve malignancies or significant  asbestos-
related  functional impairment.  While such estimates  cover
unimpaired claims, the number and cost of unimpaired  claims
are  much harder to predict and such estimates reflect 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  and  property damage asbestos claims and  additional
similar  asbestos  claims  filed  in  the  future   may   be
substantial  over time, management believes  that  any  such
additional costs will not impair the ability of the  Company
to meet its obligations, to reinvest in its businesses or to
take advantage of attractive opportunities for growth.

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 as well as in
asbestos property damage cases.

As  of  September  30, 1997, approximately 106,200  asbestos
personal  injury claims were pending against Fibreboard,  of
which 30,300 were received in the first nine months of 1997.
Fibreboard received approximately 32,900 such claims in 1996
and  20,700  in 1995.  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.   In  the  first  nine  months  of   1997,
Fibreboard  resolved approximately 2,300  asbestos  personal
injury  claims  at  an average cost of  $35,000  per  claim.
Approximately 2,700 such claims were resolved in 1996 at  an
approximate  average cost of $34,000 per  claim  and  14,500
were  resolved  in 1995 at an approximate  average  cost  of
$12,000 per claim.




<PAGE>                     - 15 -
                              
9. CONTINGENT LIABILITIES (Continued)

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  September  30, 1997, amounts payable  under  various
asbestos  claim  settlement  agreements  were  $73  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 September 30, 1997  are  $95
million.

The  asbestos-related long-term debt of $26 million consists
of   amounts   advanced  under  a  reimbursement  agreement;
interest accrues at prime minus 2%.

Fibreboard has unique insurance coverage of 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 nationwide class of  future  asbestos
plaintiffs  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.

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.   In
light  of  the remand to the Fifth Circuit, final resolution
of  the  Global  Settlement may not be known until  1998  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 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.




<PAGE>                     - 16 -

9. CONTINGENT LIABILITIES (Continued)

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 September  30,  1997,  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 other long term 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
for  claims which were pending but not settled at August 27,
1993,  less  amounts paid for those claims since August  27,
1993.   Upon  fulfillment  of their  obligations  under  the
Insurance  Settlement,  Continental  and  Pacific  will   be
discharged from any further obligations to Fibreboard  under
their  insurance  policies  and  will  be  protected  by  an
injunction  against any claims of asbestos  personal  injury
claimants  based upon those insurance policies.   Under  the
Insurance Settlement, Fibreboard will manage the defense and
resolution  of asbestos-related personal injury  claims  and
will  remain  subject  to suit by asbestos  personal  injury
claimants.

The  Insurance  Settlement will not be fully implemented  or
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
implemented.

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.

The   Company  anticipates  reevaluating  and  updating  its
estimates of the Fibreboard liability for asbestos  personal
injury  claims  once it is determined which  of  the  Global
Settlement   or  the  Insurance  Settlement  is   ultimately
implemented.

NON-ASBESTOS LIABILITIES

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




<PAGE>                     - 17 -
                              
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS

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

RESULTS OF OPERATIONS

Net   sales  were  $1.238  billion  for  the  quarter  ended
September  30, 1997, a 21% increase from the 1996  level  of
$1.025   billion.   The  third  quarter   1997   growth   is
attributable  to the benefits of acquisitions, most  notably
the acquisition of Fibreboard Corporation that was completed
at the end of the second quarter. Continued volume increases
in composites were more than offset by declines in worldwide
composites  pricing.  The decline in composites pricing  was
most  notable  in Europe and primarily reflects  an  overall
weak  economic  climate.  Additionally,  the  sales  results
reflect  the  adverse impact of a stronger  U.S.  dollar  on
sales  in  foreign  currencies  as  well  as  a  decline  in
insulation  prices in the U.S. and Canada. Gross margin  for
the quarter ended September 30, 1997 was 23%, a decline from
the  third  quarter  1996 level of 26%, primarily  resulting
from lower prices.

Net  income for the quarter ended September 30, 1997 was $59
million, or $1.04 per share, compared to net income  of  $80
million, or $1.44 per share, for the quarter ended September
30,  1996.  The lower earnings reflect the factors discussed
above  as  well  as  increased cost of borrowed  funds.  The
increase  in  cost of borrowed funds primarily reflects  the
financing of the Fibreboard acquisition and working  capital
requirements.   Net income for the quarter ended   September
30, 1997 also reflects one-time tax benefits of $13 million.
Please see Note 5 to the Consolidated Financial Statements.

Net sales for the nine months ended September 30, 1997, were
$3.130  billion,  an  11% increase over the  $2.830  billion
reported  for the first nine months of 1996.  This  increase
reflects  the integration of acquisitions as well as  volume
increases,  offset by declines in pricing and  the  stronger
U.S. dollar.

For  the  nine months ended September 30, 1997, the  Company
reported  net  income of $164 million, or $2.91  per  share,
compared to a net loss of $354 million, or $6.86 per  share,
for  the  comparable period in 1996.  Net  income  for  1997
reflects  the  impact of higher volume and the tax  benefits
described  above,  offset  by  lower  prices  in  composites
worldwide  and  insulation  in  North  America  as  well  as
increased  cost  of  borrowed funds. Included  in  the  nine
months ended September 30, 1996 was the net after-tax charge
of  $542 million for asbestos litigation claims that may  be
received   after  1999  and  probable  additional  insurance
recovery.   Also included in the nine months ended September
30,  1996 were a $37 million pretax gain ($27 million after-
tax)  from  the sale of the Company's minority  interest  in
Asahi  Fiber  Glass Co. Ltd. in Japan and  several  one-time
special  charges totaling approximately $42  million  pretax
($27  million  after-tax), including  valuation  adjustments
associated  with  prior  divestitures,  major  product  line
productivity  initiatives and a contribution to  the  Owens-
Corning Foundation.

Marketing and administrative expenses were $162 million  for
the  quarter  ended  September 30, 1997,  compared  to  $126
million  in  the  same  period in  1996.   The  increase  is
primarily   the   result  of  incremental    expenses   from
acquisitions.




<PAGE>                     - 18 -

Building Materials

In  the Building Materials segment, sales increased 27%  for
the  quarter and 15% for the nine months ended September 30,
1997  compared to 1996. This growth primarily  reflects  the
incremental sales from acquisitions.  Income from operations
for  Building  Materials decreased 8% for  the  quarter  but
increased 10% for the nine months ended September  30,  1997
compared  to 1996.  Income from operations in 1997  reflects
insulation  pricing pressures and lower  volume  in  Roofing
Systems.   The  results for the nine months ended  September
30,  1996  include  $22 million of special charges  recorded
during  the  first  quarter.   Please  see  Note  1  to  the
Consolidated Financial Statements.

At  the end of the second quarter, the Company completed the
acquisition  of  Fibreboard Corporation. The purchase  price
for  all  of  the outstanding stock of Fibreboard  was  $660
million,  including  $138  million  of  debt  assumed,   the
majority of which was financed through borrowings under  the
Company's long-term credit facility.

The  consolidated results of the Company include the results
of operations of Fibreboard beginning with the third quarter
of  1997.   To  enhance  comparability, certain  information
below  is presented on a "pro forma" basis and reflects  the
acquisition  of  Fibreboard (excluding Pabco and  operations
that   were   discontinued  by  Fibreboard  prior   to   the
acquisition)  as though it had occurred at the beginning  of
the respective periods presented.

The pro forma results include certain adjustments, primarily
for   depreciation  and  amortization,  interest  and  other
expenses directly attributable to the acquisition,  and  are
not  necessarily  indicative of the  combined  results  that
would  have  occurred had the acquisition  occurred  at  the
beginning of those periods.

<TABLE>
<S>                                  <C>      <C>       <C>     <C>
                                          PRO FORMA       AS REPORTED
                                         Nine Months      Nine Months
                                            Ended            Ended
                                        September 30,     September  30,
                                        1997     1996     1997      1996
                                            (In millions of dollars,
                                               except share data)

Net  sales                           $ 3,461  $ 3,299   $ 3,130  $ 2,830
Income from continuing operations        158     (362)      164     (354)
Fully diluted earnings per share 
   from continuing operations        $  2.81    (7.00)  $  2.91    (6.86)
</TABLE>

Early  in  the  fourth quarter, Owens Corning completed  the
asset  acquisition of AmeriMark Building Products,  Inc.,  a
specialty   building  products  company  which  serves   the
exterior residential housing industry.  With the acquisition
of  AmeriMark  and Fibreboard, Owens Corning  has  become  a
leader  in  the  vinyl siding market in North  America.  The
acquisition  was  completed for a  purchase  price  of  $309
million  in trust preferred hybrid securities, plus  a  cash
adjustment   for  changes  in  net  working  capital.    The
securities  will  be recorded as minority  interest  on  the
Company's balance sheet.

During  the  first  quarter of 1997,  the  Company  acquired
Polypan  Nord S.P.A., a manufacturer of extruded polystyrene
foam  (XPS)  insulation products based in Italy  and  Falcon
Manufacturing  of  California,  Inc.,  a  U.S.  producer  of
expanded polystyrene (EPS) foam insulation products.




<PAGE>                     - 19 -

Composites

In  the  Composite  Materials  segment,  sales  increased  4
percent  for  the quarter and were flat for the nine  months
ended  September 30, 1997, versus 1996.  The  sales  results
for  both  periods of 1997 reflect volume increases globally
offset  by  pricing weakness and the strength  of  the  U.S.
dollar.  Composite Materials income from operations  in  the
third  quarter and the first nine months of 1997 reflects  a
43%  and 23% decline, respectively, when compared to  income
from operations in the same periods of 1996.  The decline is
primarily   attributable  to  the  pricing  weakness   being
experienced  in  Europe.  The results for  the  nine  months
ended  September  30,  1996 include $5  million  of  special
charges recorded during the first quarter.  Please see  Note
1 to the Consolidated Financial Statements.

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Cash   flow   from  operations,  excluding  asbestos-related
activities, was $120 million for the third quarter of  1997,
compared to $114 million for third quarter 1996.  The slight
increase  from 1996 to 1997 is primarily attributable  to  a
decrease  in  inventories offset by a  decline  in  accounts
payable   and   accrued  liabilities  and  an  increase   in
receivables.  Inventories and receivables at  September  30,
1997,  including $116 million of inventories and $99 million
of  receivables acquired during 1997, increased 44% and 93%,
respectively,  over  December 31, 1996 levels.   Please  see
Notes 6 and 7 to the Consolidated Financial Statements.

At September 30, 1997, the Company's net working capital was
$326  million  and its current ratio was 1.30,  compared  to
negative $163 million and .85, respectively, at December 31,
1996.   The  increase  in 1997 is the  result  of  increased
working   capital,   driven  by   higher   inventories   and
receivables  as  discussed above, as well as  a  decline  in
accounts payable and accrued liabilities.

The  Company's total borrowings at September 30,  1997  were
$1.986 billion, $1.052 billion higher than at year-end 1996.
At  the  beginning of the third quarter of 1997, the Company
borrowed   approximately  $660  million   to   finance   the
acquisition  of  Fibreboard.  The  remainder  of  the  total
borrowings  reflects  seasonal increases  in  the  Company's
working capital.

As  of  September 30, 1997, the Company had unused lines  of
credit  of $761 million available under long-term bank  loan
facilities  and an additional $129 million under  short-term
facilities,  compared  to  $440 million  and  $195  million,
respectively,  at  year-end  1996.   The  net  increase   in
available  lines of credit is primarily the  result  of  the
establishment of the Company's $2 billion credit facility at
the  end  of  the second quarter.  Letters of credit  issued
under  the  facility,  most of which  support  appeals  from
asbestos trials, reduce the available credit. The impact  of
such  reduction is reflected in the unused lines  of  credit
discussed above.

Capital   spending  for  property,  plant   and   equipment,
excluding  acquisitions and investments in  affiliates,  was
$44  million during the third quarter of 1997. For the  year
1997, the Company anticipates capital spending, exclusive of
acquisitions   and   investments  in   affiliates,   to   be
approximately $220 million. The Company expects that funding
for these expenditures will be from the Company's operations
and external sources as required.




<PAGE>                     - 20 -

Gross  payments for asbestos litigation claims against Owens
Corning  (excluding  Fibreboard throughout  this  paragraph)
during  the third quarter of 1997, including $13 million  in
defense  costs  and  $2 million for appeal  bond  and  other
costs,  were $62 million.  Proceeds from insurance were  $29
million,  resulting  in a net pretax  cash  outflow  of  $33
million, or $20 million after-tax.  During the third quarter
of   1997,  Owens Corning received approximately 11,400  new
asbestos  personal  injury  cases and  closed  approximately
6,700  cases.  Over the next twelve months, Owens  Corning's
total  payments  for asbestos litigation  claims,  including
defense  costs,  are  expected  to  be  approximately   $300
million.   Proceeds  from  insurance  of  $50  million   are
expected  to  be  available to cover Owens  Corning's  costs
during  this period, resulting in a net pretax cash  outflow
of $250 million, or $150 million after-tax. For all of 1998,
total  payments for asbestos litigation claims are  expected
to  approximate  $350  million  and  it  is  estimated  that
insurance  proceeds  will  be  approximately  $100  million.
Please   see   Note   9-A  to  the  Consolidated   Financial
Statements.

Gross   payments  for  asbestos  litigation  claims  against
Fibreboard   during   the  third  quarter   of   1997   were
approximately $31 million, all of which was paid directly by
Fibreboard's   insurers   or  from  the  escrow  account  to 
claimants on Fibreboard's behalf. During the  third  quarter,
Fibreboard   received  approximately  9,100   new   asbestos
personal  injury  claims,  and  resolved  approximately  500
claims.   During  the next twelve months, any  payments  for
asbestos claims against Fibreboard are expected to  be  paid
by Fibreboard's insurers or from the escrow account.  Please
see Notes 7 and 9-B to the Consolidated Financial Statements.

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

The  Company has been deemed by the Environmental Protection
Agency  (EPA)  to be a potentially responsible  party  (PRP)
with  respect  to  certain  sites  under  the  Comprehensive
Environmental  Response,  Compensation  and  Liability   Act
(Superfund).  The Company has also been deemed a  PRP  under
similar  state or local laws, including two state  Superfund
sites  where the Company is the primary generator.  In other
instances,  other PRPs have brought suits or claims  against
the  Company  as a PRP for contribution under such  federal,
state or local laws.  During the third quarter of 1997,  the
Company was  designated a PRP in such federal, state,  local
or   private  proceedings  for  no  additional  sites.    At
September  30,  1997,  a total of 40 such  PRP  designations
remained   unresolved  by  the  Company,   some   of   which
designations  the  Company believes to  be  erroneous.   The
Company is also involved with environmental investigation or
remediation at a number of other sites at which it  has  not
been  designated a PRP.  The Company has established  a  $30
million reserve, of which $15 million relates to Fibreboard,
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 roofing and processing, and metal coil coating.  The
EPA's  currently announced schedule is to issue  regulations
covering  wool fiberglass and mineral wool in 1998,  asphalt
roofing  and processing 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.





<PAGE>                     - 21 -

FUTURE REQUIRED ACCOUNTING CHANGES

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





<PAGE>                     - 22 -

                 PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

See the paragraphs in Note 9, 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
     September 30, 1997.

(b)  None of the  rights  evidenced  by  any  class  of  the
     Company's  registered securities was materially limited 
     or qualified in the quarter ended September 30, 1997 by  
     the  issuance  or  modification  of  any other class of 
     securities.
  

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

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

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

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

No matter was submitted to a vote of security holders during
the quarter ended September 30, 1997.

ITEM 5. OTHER INFORMATION

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

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

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

(b)  Reports on Form 8-K.

     During the quarter ended September 30, 1997, the Company
     filed the following current reports on Form 8-K:
  
      -  Filed July 15, 1997, under Item 2.
      -  Filed August 8, 1997, under Items 5 and 7.
  



<PAGE>                     - 23 -
                              
                         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: November 14, 1997              By: /s/  David W. Devonshire
                                     David W. Devonshire
                                     Senior Vice President and             
                                     Chief Financial Officer
                                     (as duly authorized officer)



Date: November 14, 1997              By: /s/  Steven J. Strobel
                                     Steven J. Strobel
                                     Vice President and Controller






<PAGE>                      - 24 -
                              
                        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 (3) to the Company's 
           annual  report on  Form  10-K (File No. 1-3660) for 
           1995).
       
(4)    Instruments Defining the Rights of Security  Holders,
       Including Indentures.

       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).

(10)   Material Contracts.

       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).

       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).
       
(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).