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, 1999

                   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, 1999

                           54,835,397

                              - 2 -

                 PART I.  FINANCIAL INFORMATION
                  ITEM 1.  FINANCIAL STATEMENTS

                 OWENS CORNING AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<S>                            <C>     <C>       <C>       <C>
                                Quarter Ended    Six Months Ended
                                   June 30,          June 30,
                               1999      1998     1999      1998
                               ----      ----     ----      ----
                                 (In millions of dollars, except
                                           share data)

NET SALES                      $ 1,310  $ 1,286 $ 2,440  $  2,423
COST OF SALES                      987      985   1,858     1,923
                               -------  ------- -------  --------
  Gross margin                     323      301     582       500
                               -------  ------- -------  --------

OPERATING EXPENSES
  Marketing and
    administrative expenses        152      152     288       281
  Science and technology
    expenses                        14       14      28        29
  Restructure costs (Note 3)         -        -       -        87
  Other                              2        1       1        14
                               -------  ------- -------  --------

    Total operating expenses       168      167     317       411
                               -------  ------- -------  --------

Gain on sale of assets
 (Note 4)                            -        -       -        84

INCOME FROM OPERATIONS            155       134     265       173

Cost of borrowed funds             39        36      72        73
                               -------  ------- -------  --------

INCOME BEFORE PROVISION FOR
  INCOME TAXES                    116        98     193       100

Provision for income taxes
  (Note 6)                         41        34      68        27
                               -------  ------- -------  --------

INCOME BEFORE MINORITY
 INTEREST AND EQUITY IN
 NET INCOME (LOSS)
 OF AFFILIATES                     75        64     125        73

Minority Interest                  (1)       (5)     (3)      (10)

Equity in net income
 (loss) of affiliates               2         -      (2)        4
                               -------  ------- -------  --------

NET INCOME                     $   76   $    59 $   120  $     67
                               =======  ======= =======  ========

NET INCOME PER COMMON SHARE

Basic net income per share     $ 1.41   $  1.09 $  2.22  $   1.25
                               ------   ------- -------  --------
Diluted net income per share   $ 1.31   $  1.02 $  2.08  $   1.20
                               ------   ------- -------  --------

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

   Basic                          54.1     53.6    54.0     53.5
   Diluted                        59.7     58.9    59.5     58.7
</TABLE>


                              - 3 -

                 OWENS CORNING AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEET
<TABLE>
<S>                           <C>         <C>            <C>

                                June 30,  December 31,   June 30,
                                  1999        1998         1998
                                --------  ------------  ---------
                                     (In millions of dollars)
ASSETS
------

CURRENT
  Cash and cash equivalents     $     26  $        54   $      42
  Receivables                        611          451         597
  Inventories (Note 7)               502          437         535
  Insurance for asbestos
   litigation claims -
   current portion (Note 11)         150          150         125
  Deferred income taxes              366          293         137
  Income tax receivable                3          117          27
  Other current assets                24           27          64
                                --------  -----------   ---------

     Total current                 1,682        1,529       1,527
                                --------  -----------   ---------

OTHER
  Insurance for asbestos
   litigation claims (Note 11)       228          260         310
  Asbestos costs to be
   reimbursed -
   Fibreboard (Note 11)               62           74          89
  Deferred income taxes              493          608         356
  Goodwill                           750          762         788
  Investments in affiliates
   (Note 4)                           51           45          50
  Other noncurrent assets            243          205         181
                                --------  -----------   ---------

     Total other                   1,827        1,954       1,774
                                --------  -----------   ---------

PLANT AND EQUIPMENT, at cost

Land                                  70           64          65
Buildings and leasehold
 improvements                        810          701         683
Machinery and equipment            2,502        2,476       2,677
Construction in progress             244          257         222
                                --------  -----------   --------
                                   3,626        3,498       3,647

  Less-accumulated
   depreciation                   (1,944)      (1,880)     (1,888)
                                --------  -----------   --------

      Net plant and equipment      1,682        1,618       1,759
                                --------  -----------   ---------

TOTAL ASSETS                    $  5,191   $    5,101   $   5,060
                                ========  ===========   =========
</TABLE>
                              - 4 -

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

                                     June 30,   December 31,  June 30,
                                       1999         1998        1998
                                       -----       ------      -------
LIABILITIES AND STOCKHOLDERS' EQUITY      (In millions of dollars)
------------------------------------

CURRENT
  Accounts payable and accrued       $     708    $    942   $     793
   liabilities
  Reserve for asbestos litigation
   claims - current portion
   (Note 11)                             1,050         850         325
  Short-term debt                          121          69         119
  Long-term debt -
   current portion                          27          22         128
                                        ---------  --------     ---------

     Total current                       1,906       1,883       1,365
                                        ---------  --------     ---------

LONG-TERM DEBT                           2,068       1,535       1,761

OTHER

  Reserve for asbestos litigation
   claims (Note 11)                  $   1,210    $  1,780   $   1,121
  Asbestos-related liabilities -
   Fibreboard (Note 11)                     67         79           96
  Other employee benefits liability        325         326         340
  Pension plan liability                    52          55          61
  Other                                    345         364         174
                                       ---------  --------     ---------

     Total other                         1,999       2,604       1,792
                                       ---------  --------     ---------

COMPANY OBLIGATED SECURITIES OF
  ENTITIES HOLDING SOLELY PARENT
  DEBENTURES                               195         194         503
                                       ---------  --------     ---------

MINORITY INTEREST                           45          19          21
                                       ---------  --------     ---------

STOCKHOLDERS' EQUITY
  Common stock                             698         679         669
  Deficit                               (1,650)     (1,762)       (987)
  Accumulated other comprehensive
    income (Note 9)                        (48)        (37)        (48)
  Other                                    (22)        (14)        (16)
                                        ---------  ---------    ----------

     Total stockholders' equity         (1,022)     (1,134)       (382)
                                        ---------  --------     ----------

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                 $ 5,191   $   5,101   $   5,060
                                        =========  =========    ==========

</TABLE>
                              - 5 -

                 OWENS CORNING AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<S>                          <C>       <C>      <C>       <C>

                                Quarter Ended    Six Months Ended
                                  June 30,           June 30,
                                1999     1998    1999      1998
                                ----     ----    ----      ----
                                    (In millions of dollars)

NET CASH FLOW FROM OPERATIONS

  Net income                   $   76   $    59 $  120  $    67
  Reconciliation of net cash
    provided by operating
    activities
     Noncash items:
       Provision for
        depreciation and
        amortization               52        47    105      99
       Provision (credit) for
        deferred income taxes      16        40     39      (5)
       Gain on sale of assets
        (Note 4)                    -         -      -     (84)
       Other                        -         4      5      (3)
     (Increase) decrease in
       receivables                (56)      (40)  (142)   (169)
     (Increase) decrease in
       inventories                 (7)       (4)   (60)    (40)
     Increase (decrease) in
       accounts payable and
       accrued liabilities        (45)      (12)  (226)    (24)
     (Increase) decrease in
       income tax receivable       24        77    104      75
     Proceeds from insurance
       for asbestos
       litigation claims,
       excluding Fibreboard        13         5     32      22
     Payments for asbestos
       litigation claims,
       excluding Fibreboard     (175)       (95)  (370)   (224)
     Other                         3        (26)   (10)     11
                              -------   ------- ------  --------

       Net cash flow from
        operations            $  (99)    $   55  $(403) $ (275)
                              -------   ------- ------  --------

NET CASH FLOW FROM INVESTING

     Additions to plant and
       equipment                 (59)      (74)    (99)   (121)
     Proceeds from the sale
       of affiliate or
       business (Note 4)           -         -       -     134
        Other                    (16)        -     (27)    (19)
                              ------    ------  ------  -------

        Net cash flow         $  (75)    $ (74)  $(126)  $  (6)
         from investing       ------    ------  ------  ------
 </TABLE>

                              - 6 -

                 OWENS CORNING AND SUBSIDIARIES
        CONSOLIDATED STATEMENT OF CASH FLOWS (continued)
<TABLE>
<S>                           <C>    <C>        <C>      <C>

                               Quarter Ended     Six Months Ended
                                  June 30,           June 30,
                               1999     1998     1999      1998
                               ----     ----     ----      ----
                                    (In millions of dollars)

NET CASH FLOW FROM FINANCING

  Net additions (reductions)
   to long-term credit        $  170   $ (659)  $  261  $  (374)
   facilities
  Other additions to long-
   term debt                       1      565      251     570
  Other reductions to long-
   term debt                     (33)     (11)     (33)    (13)
  Net increase in short-term
   debt                           10       60       28      96
  Dividends paid                  (4)      (4)      (8)     (8)

  Other                            3       (6)       -      (6)
                               ------   ------   ------  -------

   Net cash flow from
    financing                    147      (55)     499     265
                               -------  -------  ------  ------

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

Net increase (decrease)
 in cash and cash
 equivalents                     (25)     (73)     (28)    (16)

Cash and cash equivalents
 at beginning of period           51      115      54       58
                              -------  ------   ------  ------

Cash and cash equivalents
 at end of period             $   26   $   42   $  26   $   42
                              =======  ======   =====   ======
 </TABLE>
                              - 7 -

                 OWENS CORNING AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 <TABLE>
<S>                           <C>     <C>      <C>         <C>

                                Quarter Ended    Six Months Ended
                                  June 30,           June 30,
1.  SEGMENT DATA                1999     1998    1999      1998
                                ----     ----    ----      ----
                                    (In millions of dollars)
NET SALES

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

 Building Materials
  United States               $   946   $ 872   $ 1,760 $  1,611
  Europe                           58      70       121      135
  Canada and other                 63      53       111      105
                                ------    -----   ------  ------

    Total Building Materials  $ 1,067   $ 995   $ 1,992 $  1,851
                                ------    -----   ------- -------
 Composite Materials
  United States                   150     182       278      364
  Europe                           86     100       168      197
  Canada and other                 37      36        63       69
                                 -----     -----   -----   -----

    Total Composite Materials     273     318       509      630
                                 -----     -----   -----   -----
    Total Reportable
     Operating Segments       $ 1,340  $1,313   $ 2,501 $  2,481

Reconciliation to
 Consolidated Net Sales
-------------------------
  Composite Materials U.S.
   Sales to Building
   Materials U.S.                 (30)    (27)      (61)    (58)
                                -------   ------  ------- -------

       Net sales              $ 1,310  $1,286   $ 2,440  $  2,423
                              ======    ======  ======= ========

External Customer Sales by
 Geographic Region
---------------------------
  United States               $ 1,066   $1,027  $ 1,977 $  1,917
  Europe                          144      170      289      332
  Canada and other                100       89      174      174
                                -------   ------  ------  --------

       Net Sales              $ 1,310   $1,286  $ 2,440 $  2,423
                              =======   =======  ======= =======
 </TABLE>
                              - 8 -

                 OWENS CORNING AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (continued)
<TABLE>
<S>                           <C>     <C>      <C>      <C>
                                Quarter Ended   Six Months Ended
                                  June 30,          June 30,
1.  SEGMENT DATA (continued)    1999     1998    1999     1998
                                ----     ----    ----     ----
                                   (In millions of dollars)
INCOME (LOSS) FROM OPERATIONS

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

 Building Materials
  United States                 $ 110   $   66  $  177  $  60
  Europe                            1        2       4     (2)
  Canada and other                 19        1      25      1
                               ------    ------  ------  ------

   Total Building Materials       130       69     206     59
                               ------    ------  ------- -------

 Composite Materials
  United States                    33       51      61     93
  Europe                           (4)       7      (4)    16
  Canada and other                  4        4       7      5
                               ------    ------  ------  -------

   Total Composite Materials       33       62      64    114
                               ------    ------  ------  -------

    Total Reportable
     Operating Segments       $   163    $ 131  $  270 $  173
                                -------   -----   ------- ------

Geographic Regions
------------------
 United States                $   143   $  117  $  238 $  153
 Europe                            (3)       9       -     14
 Canada and other                  23        5      32      6
                              -------   ------  ------- -------

    Total Reportable          $   163   $  131  $  270 $  173
     Operating Segments       =======   ======  ======= ======

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

 Restructuring and other
  charges                         -         -       -    (95)
 Gain on sale of affiliate or
  business                        -         -       -     84
 General corporate income
 (expense)                       (8)        3      (5)    11
 Cost of borrowed funds         (39)      (36)    (72)   (73)
                              -------   ------  ------  ------

   Consolidated Income Before
    Provision for Income
    Taxes                   $   116    $   98  $  193  $ 100
                              -------   -----   -----   -------
</TABLE>
                             -  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  1998
Annual  Report  on  Form 10-K, as filed with the  Securities  and
Exchange Commission.

3. RESTRUCTURING OF OPERATIONS AND OTHER ACTIONS

During  the  third quarter of 1998, the Company recorded  a  $148
million pretax charge for restructuring and other actions as  the
final  phase  of  the Company's previously announced  program  to
close    manufacturing    facilities,    enhance    manufacturing
productivity  and reduce overhead.  On a cumulative  basis  since
the  fourth  quarter of 1997, the Company has  recorded  a  total
pretax charge of $386 million, of which $143 million was recorded
in  the  fourth quarter of 1997, $95 million was recorded in  the
first quarter of 1998, and $148 million was recorded in the third
quarter of 1998.

The  $148 million pretax charge in the third quarter of 1998  was
comprised   of   a  $30  million  charge  associated   with   the
restructuring  of  the Company's business  segments  and  a  $118
million  charge  associated with other actions, the  majority  of
which  represent asset impairments.  The $30 million  restructure
charge  has been classified as a separate component of  operating
expenses on the Company's consolidated statement of income  while
the  $118 million charge for other actions is comprised of a  $60
million charge to cost of sales, a $4 million charge to marketing
and  administrative expenses, and a $54 million charge  to  other
operating  expenses.   The components of the  restructure  charge
include  $9 million for personnel reductions and $21 million  for
the  divestiture of non-strategic businesses and  facilities,  of
which  $20  million  represents  non-cash  asset  write-downs  to
estimated  fair  value  and  $1  million  represents  exit   cost
liabilities,  comprised primarily of lease  commitments.  The  $9
million  for  personnel  reductions  represents  severance  costs
associated  with the elimination of approximately 400  positions,
primarily  in  the  U.S. and Asia.  The primary  groups  affected
include  manufacturing and administrative personnel.  As of  June
30,  1999,  approximately $7 million has been  paid  and  charged
against  the  reserve for personnel reductions, representing  the
elimination of approximately 400 positions, the majority of whose
severance payments will be made over the course of 1999.  Charges
of  less  than  $1  million  have been  made  against  exit  cost
liabilities.  No adjustments have been made to the liability.

                             - 10 -

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

3. RESTRUCTURING OF OPERATIONS AND OTHER ACTIONS (continued)

The  components and classification of the $118 million  of  other
actions,   of  which  $103  million  represents  non-cash   asset
revaluations,  include: $30 million to write down to  fair  value
certain manufacturing assets held for use in China, due primarily
to poor current and projected financial results, recorded as cost
of  sales;  $15  million to write down to  net  realizable  value
equipment and inventory made obsolete by changes in the Company's
manufacturing  and  marketing strategies,  recorded  as  cost  of
sales; $17 million for the write-down of an investment in and the
write  off  of  a  receivable from a joint venture  in  Korea  to
reflect  the  business outlook at that time and the  fair  market
value  of  the assets, recorded as other operating expenses;  $12
million  for the write-down of goodwill associated with the  1995
acquisition of Fiber-lite, determined to be unrecoverable due  to
a  change  in market conditions and customer demand, recorded  as
other  operating expenses; and $9 million for the  write-down  of
certain assets in the U.S. to fair market value, recorded as cost
of  sales. The Company plans to hold and use the investments, but
disposed  of  the equipment in 1998.  Also included in  the  $118
million  charge for other actions are $13 million for  the  write
off of certain receivables in the U.S. and Asia determined to  be
uncollectable,  recorded  as cost of sales  and  other  operating
expenses; and $22 million for other actions recorded as  cost  of
sales, marketing and administrative expenses, and other operating
expenses.

During  the  first quarter of 1998, the Company  recorded  a  $95
million pretax charge for restructuring and other actions as  the
second phase of the Company's strategic restructuring program  to
enhance manufacturing productivity and reduce overhead.

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,  1999,  approximately $62 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 were made over the course of 1998,  and
approximately  $2  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 as  the
first  phase  of  the program to close manufacturing  facilities,
enhance manufacturing productivity and reduce overhead. The  $143
million  pretax  charge was comprised of  a  $68  million  charge
associated  with  the  restructuring of  the  Company's  business
segments   and  a  $75  million  charge  associated  with   asset
impairments,  including  investments in certain  affiliates.  The
components  of  the restructure charge include  $25  million  for
personnel reductions; $41

                             - 11 -

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

3. RESTRUCTURING OF OPERATIONS AND OTHER ACTIONS (continued)

million  for  the  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.

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, 1999, approximately  $21
million  has  been  paid  and charged  against  the  reserve  for
personnel    reductions,   representing   the   elimination    of
approximately  550  employees, the majority  of  whose  severance
payments  were  over  the course of 1998,  and  approximately  $9
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 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  disposed  of  most  of  the
equipment in 1998.

The following table summarizes the status of the liabilities from
the  restructure  program described above,  including  cumulative
spending and adjustments and the remaining balance as of June 30,
1999:

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

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

Personnel Cost           $    115          $    (90)    $      25
Facility and Business
  Exit Costs                  16                (12)            4
Other                          2                 (2)            -
                          -------           ---------     --------

Total                    $   133           $   (104)    $      29
                          =======           =========     ========

</TABLE>
                             - 12 -

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

3. RESTRUCTURING OF OPERATIONS AND OTHER ACTIONS (continued)

The    Company   continually   evaluates   whether   events   and
circumstances  have  occurred that  indicate  that  the  carrying
amount of certain long-lived assets is recoverable.  When factors
indicate that a long-lived asset should be evaluated for possible
impairment,  the  Company  uses  an  estimate  of  the   expected
undiscounted cash flows to be generated by the asset to determine
whether  the  carrying amount is recoverable or if an  impairment
exists.   When  it is determined that an impairment  exists,  the
Company uses the fair market value of the asset, usually measured
by  the  discounted cash flows to be generated by the  asset,  to
determine  the  amount of the impairment to be  recorded  in  the
financial statements.

4.   ACQUISITIONS AND DIVESTITURES OF BUSINESSES

In  connection  with a proposal received from  its  Korean  joint
venture partner, the Company infused approximately $29 million of
cash  into  this  venture in March, 1999.  As a  result  of  this
investment,  along  with  additional  investments  by  the  other
partner,  the Company increased its ownership interest  in  Owens
Corning Korea to 70%.  The Company accounted for this transaction
under  the  purchase  method  of accounting  whereby  the  assets
acquired and liabilities assumed, including $84 million in  debt,
have  been  recorded  at their fair values  and  the  results  of
operations  have been consolidated since the date of acquisition.
Prior  to that date, the Company accounted for this joint venture
under the equity method.

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,
all of which was collected during 1998.

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.

The consolidated balance sheet of the Company as of June 30, 1999
reflects  the  September  30,  1998  disposition  of  a  majority
interest  in the Company's yarns and specialty materials business
(the  "yarns business").  The results of operations of the  yarns
business  were reflected in the Company's consolidated  statement
of  income through the period ending September 30, 1998.  For the
six  months ended June 30, 1998, the yarns business recorded  net
sales of approximately $141 million and income from operations of
approximately  $45  million. Effective September  30,  1998,  the
Company  accounts for its ownership interest in the  yarns  joint
venture under the equity method.

5. LONG-TERM DEBT

During the first quarter of 1999, the Company issued $250 million
of   senior  debt  securities  ("the  securities")  as  unsecured
obligations  of the Company.  These securities, which  mature  in
2009,   bear  an  annual  rate  of  interest  of  7.0%,   payable
semiannually.  The proceeds from the issuance of these securities
were  used  to  reduce  borrowings under the Company's  long-term
revolving credit agreement.
                             - 13 -

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

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,
                             -------          --------
                           1999    1998    1999     1998
                           ----    ----    ----     ----

U.S. federal statutory
 rate                       35%      35%     35%     35%
State and local income
 taxes                       3        5       3       3
Special tax election
 (a)                         -        -       -     (13)
Foreign tax rate
 differences                 -        -       -       3
Other                       (3)      (5)     (3)     (1)
                          -----    -----   -----   -----
Effective tax
 provision and rate         35%      35%     35%     27%
                          =====    =====   =====   =====

(a)Represents a one-time tax benefit associated with Asia Pacific
    operations
</TABLE>


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

                                 June 30,     December 31,
                                   1999           1998
                                  ------         ------
                                (In millions of dollars)
Inventories  are  summarized
as follows:

Finished goods                  $   380          $   317
Materials and supplies              182              176
                               --------          -------
FIFO inventory                      562              493
Less: Reduction to LIFO
 basis                              (60)             (56)
                               --------          -------
Total Inventory                 $   502          $   437
                               ========          =======

</TABLE>
Approximately  $300 million and $271 million of FIFO  inventories
were  valued using the LIFO method at June 30, 1999 and  December
31, 1998, respectively.

                             - 14 -

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

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,
                             -------           -------
                          1999      1998   1999      1998
                          -----     ----   -----     ----

   Income taxes          $   2      $(84)  $(80)     $ (81)
   Cost of borrowed
    funds                   46        49     73         72
</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 1999, gross payments for asbestos
litigation  claims  against  Fibreboard  were  approximately  $57
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 1999, Fibreboard  also  reached
settlement  agreements  with  plaintiffs  for  amounts   totaling
approximately  $45 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.

Please  refer to Note 4 for disclosure of Non-Cash Investing  and
Financing activities.

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
non-owner  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,  1999 and 1998 was $76 million and $43 million, respectively.
For  the  six  months ended June 30, 1999 and 1998, comprehensive
income  was  $109  million  and $59 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.

                             - 15 -

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

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           Six Months
                                Ended              Ended
                              June 30,            June 30,
                              --------            --------
                            1999     1998     1999       1998
                            ----     ----     ----       ----
                      (In millions of dollars, except share data)
Net income used for
 basic earnings per
 share                     $  76     $  59    $ 120      $  67

Net income effect of
 assumed conversion
 preferred securities          2         2        4          4
                          -------    -----    -----      -----
Net income used for
 diluted earnings per
 share                     $  78     $  61    $ 124      $  71
                          =======    =====    =====      =====

Weighted average number
 of shares outstanding
 used  for basic earnings
 per share (thousands)    54,116    53,563   54,011     53,465

Deferred awards and
 stock options             1,014       762      903        621

Shares from assumed
 conversion of
 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)              59,696    58,891   59,480     58,652
                         =======   =======   ======    =======
</TABLE>

                             - 16 -

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

11.   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 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  and  distribution  of   which   was
discontinued in 1972.

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

In  December 1998, Owens Corning announced a National  Settlement
Program  (NSP)  which  settled  a  substantial  majority  of  the
asbestos  claims then pending against the Company.   The  Company
continues  to  settle claims under the NSP,  and  the  number  of
participating  plaintiffs' law firms has  increased  from  54  to
approximately  100.   As of June 30, 1999, approximately  225,000
asbestos  personal  injury claims against the Company  have  been
settled  under the NSP.  The NSP also establishes procedures  and
fixed   payments   for  resolving  future   claims   brought   by
participating plaintiffs' law firms without litigation through at
least  2008.   Average  payments per  claim  under  the  NSP  are
expected  to  be  substantially lower than those  experienced  by
Owens Corning for comparable claims prior to the NSP.

The Company established the NSP in response to the rising cost in
recent  years of mesothelioma settlements and judgments, as  well
as  significant  changes in the legal environment,  such  as  the
Supreme  Court's  1997 decision in GEORGINE V.  AMCHEM  PRODUCTS,
INC., striking down an asbestos class action settlement. The  NSP
is  designed to better manage Owens Corning's asbestos liability,
and  that  of  Fibreboard (see Item B below), and to  enable  the
Company  to  better  predict the timing and amount  of  indemnity
payments for both pending and future claims.

Under  the NSP, each participating law firm has agreed to a long-
term  settlement  agreement ("NSP Agreement") providing  for  the
resolution  of  both  present  and future  claims  against  Owens
Corning  and  Fibreboard for settlement amounts  negotiated  with
each  participating firm.  NSP Agreements may be extended  beyond
2008 by mutual agreement of the parties.

As  to  present claims, settlement amounts to each claimant  vary
based on a number of factors, including the type and severity  of
disease.   All payments will be subject to satisfactory  evidence
of  a  qualifying medical condition and exposure to the Company's
products,  delivery of customary releases by  each  claimant  and
other  conditions.   The NSP allows claimants to  receive  prompt
payment   without   incurring   the   significant   delays    and
uncertainties  of  litigation. Claimants settling  non-malignancy
claims  with the Company and/or Fibreboard are typically entitled
to  a  pre-determined amount of additional compensation  if  they
later  develop  a more severe asbestos-related medical  condition
(the "green card" program).

Under  each  NSP  Agreement,  a participating  firm  also  agrees
(consistent  with applicable legal requirements) to recommend  to
its future clients, based on appropriately exercised professional
judgment, to resolve any

                             - 17 -

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

11.   CONTINGENT LIABILITIES

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

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

future  asbestos  personal injury claims  against  Owens  Corning
through  an  administrative processing arrangement,  rather  than
litigation. Under such arrangement, no settlement payment will be
made  for  future  claims unless specified medical  criteria  and
other  requirements are met, and the amount of any  such  payment
will  be within a range of specified cash settlement values based
on the disease of the claimant and other factors.  In the case of
future  claims  not involving malignancy, such  criteria  require
medical evidence of functional impairment.  Payments to claimants
for  both settled present and future claims are being managed  by
Integrex,   a   wholly-owned  Owens   Corning   subsidiary   that
specializes in claims processing.

Payments under the NSP for settled present claims (those  claims,
including  unfiled  claims, pending at the time  a  participating
plaintiffs' firm entered into an NSP Agreement) will generally be
made  through  2002,  with the majority of payments  expected  to
occur  in 1999 and 2000.  It is anticipated that payments  for  a
limited  number of future "exigent claims" (principally those  of
living  malignancy claimants, as such term is defined  under  the
settlement   agreements)  under  the  administrative   processing
arrangement  will  generally begin in 2001,  while  payments  for
other qualifying future claims will begin in 2003.  Payments  for
claims  in 2003 and later years under the NSP will be subject  to
certain  conditions  designed to increase the  predictability  of
annual  cash outflows for asbestos payments. As a result of  such
payments,  the  Company's gross payments for asbestos  litigation
claims will increase in 1999 and 2000 over the levels experienced
in  recent  years.   However, such payments are  expected  to  be
substantially lower than historical levels in 2001 and subsequent
years.

Owens Corning and Fibreboard (see Item B below) each retains  the
right  to  terminate any individual NSP Agreement if in any  year
more  than  a specified number of plaintiffs represented  by  the
plaintiffs' firm in question opt out of such agreement.  Opt  out
procedures  for  future claims are specified  in  the  settlement
agreements,  and  provide for mediation and  further  negotiation
before a claimant may pursue his case in the court system.

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

In  the first two quarters of 1999, the Company made $370 million
of  asbestos  related payments.  These payments fell within  four
major  categories: pre-NSP settlements - covering  resolution  of
verdicts,   settlements  and  appeals  effected  prior   to   the
implementation  of  the  NSP; NSP settlements  -  covering  cases
within the NSP; non-NSP settlements - covering cases outside  the
NSP; and defense and administrative expenses - including the cost
of pursuing recoveries from insurance companies.

The Company currently estimates that it will incur total asbestos
related  payments  of  approximately  $1  billion  for  1999,  as
follows:

<TABLE>
<S>                                              <C>
                                     (in millions of dollars)
Pre-NSP Settlements                             $200
NSP Settlements                                  700
Non-NSP Settlements                               50
Defense and Administrative Expenses               40

</TABLE>
                             - 18 -

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

11.   CONTINGENT LIABILITIES

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

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

All  amounts  discussed above are before tax and  application  of
insurance recoveries.  The projected 1999 NSP Settlements  amount
could  be  less depending on how quickly NSP claims are submitted
and processed, in which event the expected timing of NSP payments
in 2000 and beyond may also be affected.

Tobacco
-------

As  previously reported, Owens Corning believes that it has spent
significant amounts to resolve claims of asbestos claimants whose
injuries were caused or contributed to by cigarette smoking,  and
that  the major tobacco companies should be required to reimburse
asbestos defendants, in whole or in part, for past payments  made
to  asbestos  claimants who were also smokers.   The  Company  is
pursuing this objective through both legislative lobbying efforts
and litigation.

In   October  1998,  the  Circuit  Court  for  Jefferson  County,
Mississippi  granted  leave to file an amended  complaint  in  an
existing  action  to  add claims by Owens Corning  against  seven
leading  tobacco  companies and several  other  tobacco  industry
defendants.   The court has set a February 2000  trial  date  for
this  action.  In addition to the Mississippi lawsuit, a  lawsuit
brought  in  December  1997 by Owens Corning  and  Fibreboard  is
pending  in  the  Superior Court for Alameda  County,  California
against  the  same major tobacco companies. In  both  cases,  the
Company  seeks  monetary  recovery for,  among  other  things,  a
portion  of  the  payments made to persons who  brought  asbestos
claims and were also smokers.

PFT Litigation
--------------

As  previously  reported, 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  United  States alleging  that  many  pulmonary
function  tests  ("PFTs")  used in mass screening  programs  were
improperly   administered   and  manipulated   by   the   testing
laboratories  or  otherwise  inconsistent  with  proper   medical
practice.  This matter is now in active pre-trial discovery and a
January  2000  trial date has been set.  In January  1997,  Owens
Corning  filed  a  similar  suit in  federal  court  in  Jackson,
Mississippi   against   the  owner  of  an   additional   testing
laboratory.   The  Company  expects to  settle  this  suit  in  a
satisfactory  manner in the third quarter of  1999.  The  Company
believes  that  these lawsuits have been helpful in  raising  the
standards  for  medical  screening  of  asbestos  claims  and  in
developing,  and  gaining  widespread acceptance  by  plaintiffs'
firms of, the medical criteria included in the NSP Agreements.

Insurance
---------

As of June 30, 1999, Owens Corning had approximately $378 million
in  unexhausted insurance coverage (net of deductibles and  self-
insured   retentions)  under  its  liability  insurance  policies
applicable to asbestos personal injury claims.  A portion of this
amount  represents  unconfirmed potential  non-products  coverage
with  excess level insurance carriers, as to which Owens  Corning
has  estimated its probable recoveries.  The Company also  has  a
significant  amount  of other unconfirmed potential  non-products
coverage  with excess level carriers.  The amount and  timing  of
recoveries  from excess level policies will depend on  subsequent
negotiations or proceedings.

                             - 19 -

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

11.   CONTINGENT LIABILITIES

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

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

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 initially through  a
charge  to income in 1991, with an additional $1.1 billion charge
to  income  (before  taking  into account  probable  non-products
insurance   recoveries)  recorded  in   1996.    Reflecting   the
substantial  new  information  about  now  settled  present   and
expected  future  claims  gained in  the  NSP  negotiations  with
plaintiffs'  law  firms  and  the recent  changes  in  the  legal
environment referred to above, the Company in the fourth  quarter
of   1998  increased  its  asbestos  reserves  by  $1.4  billion,
resulting  in  an  after-tax charge  to  1998  earnings  of  $906
million.  Subject to the uncertainties referred to  below,  Owens
Corning  estimates that its liabilities associated  with  pending
and  unasserted asbestos personal injury claims and its insurance
recoveries  in respect of such claims, at June 30, 1999,  are  as
follows:

<TABLE>
<S>                                         <C>               <C>
                                            June 30,      December 31,
                                              1999            1998
                                            --------       -----------
                                            (In millions of dollars)
Reserve for asbestos litigation claims
--------------------------------------

Current                                     $ 1,050        $   850
Other                                         1,210          1,780
                                            --------       --------
Total Reserve                               $ 2,260        $ 2,630
                                            --------       --------

Insurance for asbestos litigation claims
----------------------------------------

Current                                     $   150        $   150
Other                                           228            260
                                            -------        -------
Total Insurance                             $   378        $   410
                                            -------        -------
Net Owens Corning Asbestos Liability        $ 1,882        $ 2,220
                                            =======        =======
</TABLE>

The  NSP has greatly improved Owens Corning's ability to quantify
the  cost  of  resolving virtually all of the  claims  that  were
pending (filed and unfiled) against the Company prior to the NSP.
Also,  the Company believes that the NSP has improved its ability
to  estimate  the  timing  and amount of indemnity  payments  and
defense  costs  for non-NSP and future NSP claims.  Nevertheless,
the  Company  cautions that its estimate of its  liabilities  for
such  non-NSP  and  future NSP claims is influenced  by  numerous
variables  that are difficult to predict and that  such  estimate
therefore remains subject to uncertainty.

Such  variables include the number of claims filed in the  future
and the severity of disease involved in such claims; how many  of
such  claims are covered by an NSP Agreement; the extent, if any,
to  which  an individual plaintiff exercises his or her right  to
opt out of an NSP Agreement and/or utilize other counsel that  is
not  a participant in the NSP; the extent, if any, to which Owens
Corning  exercises its right to terminate one or more of the  NSP
Agreements due to excessive opt-outs; and Owens Corning's success
in controlling the costs of resolving claims outside the NSP.

                             - 20 -

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

11.   CONTINGENT LIABILITIES

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

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

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 such  additional
costs  will  not impair the ability of the Company  to  meet  its
obligations,  to  reinvest in its businesses, or  to  pursue  its
growth agenda.

ITEM B. - FIBREBOARD (EXCLUDING OWENS CORNING)

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

Status
------

As  of  June  30,  1999, approximately 132,000 asbestos  personal
injury  claims  were  pending against Fibreboard.   Most  of  the
pending claims were made against the Fibreboard Global Settlement
Trust  and  have been subject to the injunction under the  Global
Settlement  (discussed below).  As a result of the United  States
Supreme  Court's June 1999 decision (discussed below) overturning
the  Global Settlement, Fibreboard is expected to become entitled
to   an   Insurance  Settlement  of  approximately  $1.9  billion
(discussed  below) and Fibreboard anticipates that a  substantial
majority  of its asbestos claims will be resolved under the  NSP.
The funds under the Insurance Settlement will be available to pay
Fibreboard's pending and future asbestos claims, including claims
under the NSP.

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

Fibreboard is a participant in the NSP and is a party to the  NSP
Agreements  discussed in Item A.  These agreements settle  claims
that  were  pending against Fibreboard and claims that  could  be
filed  against Fibreboard following the lifting of the injunction
under  the  Global Settlement (discussed below).  The  agreements
also provide for the resolution of other future asbestos personal
injury  claims  against  Fibreboard  through  the  administrative
processing  arrangement  described in  Item  A.   The  timing  of
payments  for  pending  and  future  claims  generally  will   be
consistent  with  the timing applicable to Owens Corning  claims,
described in Item A.

Global Settlement
-----------------

In  1993, Fibreboard, its insurers and representatives of a class
of  future  asbestos  plaintiffs  who  had  claims  arising  from
exposure  to asbestos prior to August 27, 1993, entered into  the
Global  Settlement.  Under the Global Settlement, asbestos claims
pending  against  Fibreboard would have been resolved  through  a
limited-fund class action settlement.

                             - 21 -

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

11.   CONTINGENT LIABILITIES

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

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

In  June 1999, the Supreme Court issued its decision in ORTIZ  V.
FIBREBOARD overturning the Global Settlement.  The Supreme  Court
determined   that  the  Global  Settlement  had   not   met   the
requirements  for  approving a limited-fund class  under  Federal
Rule  of  Civil Procedure 23 and returned the case to  the  lower
courts  for further proceedings.  In the third quarter  of  1999,
the  district court lifted the injunction barring the  filing  of
asbestos  claims against Fibreboard, and it is expected that  the
Global  Settlement will be finally disapproved.  At such time  as
the  Global  Settlement  is  finally disapproved,  the  Insurance
Settlement (discussed below) will become effective.

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

In 1993, Fibreboard and two of its insurers, Continental Casualty
Company    ("Continental")   and   Pacific   Indemnity    Company
("Pacific"),  entered  into the Insurance Settlement,  which  was
structured  as  an alternative solution in the event  the  Global
Settlement  were overturned.  The Insurance Settlement  is  final
and not subject to appeal.

Since 1993, Continental and Pacific have paid, either directly or
through  an escrow account funded by them, for substantially  all
settlements of asbestos claims reached prior to the initiation of
the NSP.  At June 30, 1999, approximately 132,000 asbestos claims
remained   pending  against  Fibreboard.   Under  the   Insurance
Settlement,  Continental and Pacific will  provide  approximately
$1.9  billion  to  Fibreboard  to  fund  Fibreboard's  costs   of
resolving  these  pending  claims and  expected  future  asbestos
claims either under the NSP or in the tort system.

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

The  Company  believes the amounts available under the  Insurance
Settlement will be adequate to fund Fibreboard's ongoing  defense
and  indemnity  costs  associated with asbestos-related  personal
injury claims for the foreseeable future.

                             - 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,  Year  2000  readiness,
achievement of expected cost reductions, asbestos litigation, and
general economic conditions.

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 and cost reductions  in
existing  and acquired businesses and (iii) entering  new  growth
markets.  The Company is implementing two major initiatives,  the
System  Thinking  (TM) strategy and Advantage  2000,  to  enhance
sales  growth  and achieve productivity improvements  across  all
businesses.   System  Thinking for the Home  (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 acoustic
systems,  to provide a high performance, cost-effective  building
"envelope"  for  the home.  In the Composite Materials  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  $5.0  billion in 1998.  Acquisitions have been a  significant
component  of  that growth.  Between 1994 and 1997,  the  Company
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 manufactured stone  markets,  as
well  as  a large specialty distributor in North America  through
180 Company-owned distribution centers.

                             - 23 -

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

Despite   the   benefits  of  its  growth  agenda,  the   Company
experienced a highly competitive pricing environment during  1997
and  into  1998.  In order to improve its strategic position  and
operational   efficiency,   the   Company   implemented   several
profitability   and  productivity  initiatives,   including   the
strategic restructuring program, discussed below, which was begun
in  late 1997.  This program, along with the realignment  of  the
Company's  Exterior  Systems business,  enabled  the  Company  to
benefit from cost reductions of approximately $142 million during
1998.  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.

During 1998, the pricing environment applicable to several of the
Company's  major  products, particularly residential  insulation,
began  to  improve.   By the end of 1998, the  Company's  average
price  levels of insulation products surpassed the year-end  1997
levels.  Despite the successful implementation of price increases
during  1998, including the restoration of residential insulation
prices  to their late 1996 levels, income from operations  during
1998   was  adversely  impacted  by  approximately  $44  million,
compared  to  1997, due largely to the relatively low  insulation
pricing base in effect at the beginning of 1998, the lag in fully
realizing  the  1998 price increases as the Company  honored  the
remainder  of pre-existing pricing contracts, and price  declines
attributable  to  vinyl siding products.   The  cost  reductions,
productivity improvements across the Building Materials business,
and  significant pricing improvements achieved during  1998  have
continued into the first half of 1999.  During the second quarter
of  1999,  the  Company announced price increases  applicable  to
certain   of  its  vinyl  siding,  residential  insulation,   and
composites products, all of which became effective July, 1999.

Quarter and Six Months Ended June 30, 1999
------------------------------------------

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

Net  sales  for  the  quarter ended June  30,  1999  were  $1.310
billion, up slightly from the second quarter 1998 level of $1.286
billion.   The  sales  increase reflects strength  in  the  North
American   Building  Materials  business,  offset  partially   by
weakness in the Composite Materials business and the transfer  of
the  Company's yarns business to an unconsolidated joint  venture
during  the  third  quarter of 1998.   On  a  comparative  basis,
excluding the yarns and other divested businesses in 1998,  sales
during  the  second quarter of 1999 were up 9%  from  the  second
quarter  of  1998.   In  the Building Materials  business,  sales
during  the second quarter of 1999 reflect the continued strength
in  the U.S. roofing and insulation markets.  Volume increases in
the   vinyl  siding  market  also  contributed  to  the  Building
Materials  strength during the second quarter of  1999.   In  the
Composites  business, sales reflect a reduction  attributable  to
the  transfer  of  the Company's yarns business indicated  above,
offset partially by volume increases in the U.S. and Europe.   On
a consolidated basis, the impact of currency translation on sales
in  foreign currencies was slightly unfavorable during the second
quarter  of 1999 compared to the second quarter of 1998.   Please
see Note 1 to the Consolidated Financial Statements.

Sales outside the U.S. represented 19% of total sales during  the
second quarter of 1999, compared to 20% during the second quarter
of  1998.  The relative decline in non-U.S. sales is due  to  the
1999  sales increases attributable to U.S. roofing and insulation
products.  Gross margin for the quarter ended June 30,  1999  was
25%  of net sales, compared to 23% in the second quarter of 1998.
The  increase in gross margin reflects the benefits of  the  cost
reductions  resulting from the Company's strategic  restructuring
program  and price increases applicable to many of the  Company's
products.

                             - 24 -

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

For  the  quarter ended June 30, 1999, the Company  reported  net
income of $76 million, or $1.31 per share, compared to net income
of  $59  million, or $1.02 per share, for the quarter ended  June
30,  1998.  Net income in the second quarter of 1999 reflects the
benefits of the cost-saving programs implemented throughout  1998
as  well as the benefits of pricing improvements, particularly in
U.S.  residential  insulation markets.  Cost  of  borrowed  funds
during  the  second quarter of 1999 was $39 million,  $3  million
higher  than the second quarter 1998 level, due to higher  levels
of  average  debt,  offset partially by a  reduction  in  average
interest  rates.   The  reduction in  minority  interest  expense
reflects the Company's third quarter 1998 repurchase of its Trust
Preferred Hybrid Securities.  Please see also Liquidity,  Capital
Resources and Other Related Matters below.

Net  sales  for  the six months ended June 30, 1999  were  $2.440
billion,  up  slightly from the $2.423 billion reported  for  the
first six months of 1998.  On a comparative basis, excluding  the
yarns  and other divested businesses in 1998, sales for the first
six months of 1999 were up 8% from the prior year period, largely
reflecting  the  strength  in North American  Building  Materials
discussed above.

Net  income  for  the six months ended June  30,  1999  was  $120
million,  or $2.08 per share, up from $67 million, or  $1.20  per
share,  for the first six months of 1998.  The increase  reflects
the benefits of the cost reduction programs as well as volume and
price increases.  Included in net income for the six months ended
June 30, 1998 are a $95 million pretax charge ($63 million after-
tax)  for the Company's restructuring program and an $84  million
pretax  gain  ($52  million  after-tax)  from  the  sale  of  the
Company's  50% ownership interest in Alpha/Owens-Corning.  Please
see Notes 3 and 4 to the Consolidated Financial Statements.

Restructuring of Operations and Other Actions
---------------------------------------------

Please see also Note 3 to the Consolidated Financial Statements.

During the first and third quarters of 1998, the Company recorded
a total pretax charge of $243 million for restructuring and other
actions  as part of the Company's strategic restructuring program
to reduce overhead, enhance manufacturing productivity, and close
manufacturing  facilities, which was  announced  in  early  1998.
This  charge  included  $117 million for restructuring  and  $126
million  for  other  actions  in  1998,  the  majority  of  which
represented asset impairments.  On a cumulative basis  since  the
fourth  quarter of 1997, the Company has recorded a total  pretax
charge  of  $386 million for this program, of which $185  million
represented restructure costs and $201 million represented  other
actions.

The   $117   million  restructuring  charge  in   1998   included
approximately   $90  million  for  costs  associated   with   the
elimination  of approximately 1,900 positions worldwide  and  $27
million  for  the  divestiture  of non-strategic  businesses  and
facilities.  The $27 million cost is composed of $12 million  for
the  closure of certain U.S. manufacturing facilities, $6 million
for the closure of a pipe manufacturing facility in China, and $9
million for other actions, and reflects a total of $3 million  of
exit cost liabilities, comprised primarily of lease commitments.

The  primary  components  of the $126 million  charge  for  other
actions  in  1998  and  their  classification  on  the  Company's
consolidated statement of income included:  $30 million to  write
down  to fair value certain manufacturing assets held for use  in
China,  due  primarily  to poor current and  projected  financial
results, recorded as cost of sales; $15 million to write down  to
net      realizable     value     equipment     and     inventory
                             - 25 -

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

made  obsolete  by  changes  in the Company's  manufacturing  and
marketing strategies, recorded as cost of sales; $17 million  for
the  write-down  of  an  investment in and  the  write-off  of  a
receivable from a joint venture in Korea to reflect the  business
outlook  at  that time and the fair market value of  the  assets,
recorded as other operating expenses; $12 million for the  write-
down  of goodwill associated with the 1995 acquisition of  Fiber-
lite,  determined to be unrecoverable due to a change  in  market
conditions  and  customer  demand, recorded  as  other  operating
expenses; and $9 million for the write-down of certain assets  in
the  U.S.  to fair market value, recorded as cost of sales.   The
Company  plans  to hold and use the investments but  disposed  of
most of the equipment in 1998.  Also included in the $126 million
charge  for  other actions were $13 million for the write-off  of
certain  receivables  in  the U.S.  and  Asia  determined  to  be
uncollectable,  recorded  as cost of sales  and  other  operating
expenses; and $30 million for other actions recorded as  cost  of
sales, marketing and administrative expenses, and other operating
expenses.

As  indicated above, certain of the charges recorded during  1998
represent    valuation   adjustments   associated   with    asset
impairments.   The Company continually evaluates  whether  events
and  circumstances have occurred that indicate that the  carrying
amount of certain long-lived assets is recoverable.  When factors
indicate that a long-lived asset should be evaluated for possible
impairment,  the  Company  uses  an  estimate  of  the   expected
undiscounted cash flows to be generated by the asset to determine
whether  the  carrying amount is recoverable or if an  impairment
exists.   When  it is determined that an impairment  exists,  the
Company uses the fair market value of the asset, usually measured
by  the  discounted cash flows to be generated by the  asset,  to
determine  the  amount of the impairment to be  recorded  in  the
financial statements.

As  a  result of the strategic restructuring program, the Company
realized  a  decrease in manufacturing and operating expenses  of
approximately  $110  million during 1998.   Based  upon  expected
economic conditions over the next few years, including effects on
matters  such as labor, material and other costs, the Company  is
on  track to achieve total annual pretax savings of approximately
$175  million in 1999 and each year thereafter from this program.
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.   The
Company   also  expects  additional  cost  savings  during   1999
resulting from improved logistics and materials sourcing.

The  Company also implemented programs to gain synergies  in  its
Exterior  Systems  Business during 1998.  As a  result  of  these
programs,    which   included   closing   redundant   facilities,
integrating business systems, and improving purchasing  leverage,
the  Company  reduced costs by approximately $32  million  during
1998  and is on track to save an additional $20 million per  year
in 1999 and beyond, the majority of which will be cash savings.

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

In  the  Building Materials segment, sales increased  7%  in  the
second  quarter of 1999 compared to the second quarter  of  1998,
reflecting  increased volume and significant  price  improvements
attributable  to U.S. residential insulation products.   Building
Materials second quarter 1999 sales also reflect volume increases
in   U.S.   roofing   and  asphalt  products,   continued   price
improvements in roofing products, and volume increases  in  North
American  vinyl  siding markets and European insulation  markets.
The  impact  of  sales  denominated  in  foreign  currencies  was
slightly  unfavorable during the second quarter of 1999  compared
to the second quarter of 1998.

                             - 26 -

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

Income from operations was $130 million during the second quarter
of  1999  compared  to  $69 million during  the  comparable  1998
period.   Income  from  operations in 1999 reflects  productivity
improvements  and  cost reductions resulting from  the  strategic
restructuring program, as well as volume and price  increases  in
the  U.S. roofing and residential insulation markets.  Please see
Note 1 to the Consolidated Financial Statements.

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

In  the  Composite Materials segment, sales were down 14%  during
the  second  quarter of 1999, compared to the second  quarter  of
1998, due largely to the disposition (discussed below) of 51%  of
the  Company's yarns and specialty materials business (the "yarns
business") late in the third quarter of 1998.  Adjusted  for  the
impact  of  this disposition, sales were up 7% during the  second
quarter of 1999 compared to 1998, due to volume increases in U.S.
and   European  markets,  particularly  in  thermoplastics.   The
translation impact of sales denominated in foreign currencies was
slightly  unfavorable during the second quarter of 1999.   Income
from  operations was $33 million in the second quarter  of  1999,
compared to $62 million in the prior-year period, $22 million  of
which  was  attributable  to the yarns business.   The  remaining
decline  is due largely to poor productivity resulting  from  the
acceleration   of  furnace  rebuilds  and  higher  than   planned
distribution  costs for servicing global customers;  a  difficult
international  business  environment  in  engineered   pipe   and
electrical  yarns;  and start-up issues at  the  Company's  joint
venture  plant  in India.  Please see Note 1 to the  Consolidated
Financial Statements.

During  the  third quarter of 1998, the Company  formed  a  joint
venture  for  its  yarns  business to which  it  contributed  two
manufacturing  plants  and  certain proprietary  technology.   On
September 30, 1998, the Company completed the sale of 51% of  the
joint  venture to a U.S. subsidiary of Groupe Porcher  Industries
of Badinieres, France for $340 million.  The Company continues to
have  a  49%  ownership  interest in  the  joint  venture.   Upon
closing,   the   Company   also  received   a   distribution   of
approximately $193 million from the joint venture.  By  retaining
a  49% ownership interest in the joint venture, the Company  will
continue  to safeguard its proprietary technology and participate
in  the  yarns  market.  Please see Note 4  to  the  Consolidated
Financial Statements.

The consolidated balance sheet of the Company as of June 30, 1999
and December 31, 1998 reflects the third quarter 1998 disposition
of  the  Company's yarns business.  The results of operations  of
the  yarns  business were reflected in the Company's consolidated
statement of income through the period ending September 30, 1998.
For  the  six  months  ended June 30, 1998,  the  yarns  business
recorded  sales  of approximately $141 million  and  income  from
operations of approximately $45 million.  Effective September 30,
1998,  the  Company accounts for its ownership  interest  in  the
yarns joint venture under the equity method.

Accounting Changes
------------------

In  June  1998, the Financial Accounting Standards  Board  issued
Statement  of Financial Accounting Standards No. 133, "Accounting
for  Derivative Instruments and Hedging Activities"  (SFAS  133).
This  statement  establishes accounting and  reporting  standards
requiring  that  every derivative instrument  (including  certain
derivative  instruments embedded in other contracts) be  recorded
in  the balance sheet as either an asset or liability measured at
its   fair  value.   SFAS  133  requires  that  changes  in   the
derivative's  fair  value  be recognized  currently  in  earnings
unless  specific  hedge  accounting criteria  are  met.   Special
accounting for qualifying hedges allows a derivative's gains  and
losses to offset related results on the hedged item in the income
statement,  and  requires that a company must formally  document,
designate,  and  assess the effectiveness  of  transactions  that
receive hedge accounting.  SFAS 133 is effective for fiscal years
beginning after June 15, 2000, but earlier adoption is allowed.

                             - 27 -

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

The  Company has begun to assess the impact of SFAS  133  on  its
financial  statements and plans to adopt this  accounting  change
effective  January  1,  2001.  The  Company  has  not  yet  fully
quantified the impact of SFAS 133 but is aware that the  adoption
of  SFAS  133  could  increase volatility in earnings  and  other
comprehensive income.

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Cash  flow  from  operations was negative  $99  million  for  the
quarter ended June 30, 1999, compared to positive $55 million for
the  quarter ended June 30, 1998.  The decline in cash flow  from
operations  in  1999 is largely attributable to  an  increase  in
payments  for  asbestos  litigation  claims,  net  of  insurance,
reflecting   the   Company's  implementation  of   the   National
Settlement Program (NSP) in the fourth quarter of 1998.  Payments
for  asbestos  litigation  claims were $175  million  during  the
second  quarter  of  1999 and proceeds from  insurance  were  $13
million,  compared  to $95 million and $5 million,  respectively,
during  the  second  quarter of 1998.  Also contributing  to  the
decline in cash flow from operations during the second quarter of
1999  compared  to  the second quarter of  1998  was  the  second
quarter  1998  collection of an $85 million  federal  income  tax
refund.  The Company received a federal income tax refund of  the
same amount during the first quarter of 1999.  Please see Notes 8
and  11 to the Consolidated Financial Statements. Inventories  at
June  30, 1999 were $502 million, an increase of $65 million from
the December 31, 1998 level, due largely to the seasonal build of
inventories and other working capital.  Receivables at  June  30,
1999 were $611 million, a $160 million increase over the December
31,  1998 level, attributable to the seasonal increase in  sales.
The  decrease  in  accounts payable and accrued liabilities  from
$942  million at December 31, 1998 to $708 million  at  June  30,
1999  reflects typical payment patterns during the first half  of
the year.

At  June 30, 1999, the Company's net working capital was negative
$224  million and its current ratio was .88, compared to negative
$354 million and .81, respectively, at December 31, 1998 and $162
million and 1.12, respectively, at June 30, 1998.  A $700 million
increase  in  the  current portion of the  reserve  for  asbestos
litigation claims, net of insurance, due to the implementation of
the  Company's National Settlement Program, partially  offset  by
the  related  income tax benefit, contributed to the decrease  in
net working capital at June 30, 1999 compared to June 30, 1998.

The  Company's  total  borrowings at June 30,  1999  were  $2.216
billion, $590 million higher than at year-end 1998.  The  Company
typically  uses  cash during the first half of  the  year  as  it
builds inventory and other working capital.

As  of  June 30, 1999, the Company had unused lines of credit  of
$1.130  billion available under long-term bank credit  facilities
and  an  additional  $110  million under  short-term  facilities,
compared  to  $1.307 billion and $124 million,  respectively,  at
year-end 1998.  The decrease in unused available lines of  credit
reflects  the  Company's increased borrowings at  June  30,  1999
compared to December 31, 1998.  During the first quarter of 1999,
the  Company issued $250 million of debt securities, the proceeds
of  which were used to reduce borrowings under the long-term bank
credit  facility.  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.

During  1998, the Company implemented a debt realignment  program
intended to reduce financing costs.  This program, which extended
the  average  length of term debt from four years to  ten  years,
included  the  issuance of a total of $950 million  in  new  debt
securities, the repurchase of the Company's $309 million of Trust
Preferred Hybrid Securities and the retirement of $361 million of
higher-rate debt securities.

                             - 28 -

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

Capital  spending  for  property, plant and equipment,  excluding
acquisitions, was $59 million in the second quarter of 1999.  The
Company  anticipates  that 1999 capital  spending,  exclusive  of
acquisitions and investments in affiliates, will be approximately
$200  million,  most of which has been expended or is  committed.
The  Company expects that funding for these expenditures will  be
from the Company's operations and external sources as required.

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

In  December 1998, Owens Corning announced the NSP, which settled
a  substantial  majority  of  the asbestos  claims  then  pending
against  the  Company and also established procedures  and  fixed
payments  for  resolving future claims brought  by  participating
plaintiffs'  law firms without litigation through at least  2008.
As  of  June  30,  1999, approximately 225,000 asbestos  personal
injury  claims against Owens Corning have been settled under  the
NSP.   Payments under the NSP for these claims will generally  be
made  through  2002,  with the majority of payments  expected  to
occur  in 1999 and 2000.  It is anticipated that payments  for  a
limited number of future "exigent claims" will generally begin in
2001,  while  payments for other qualifying  future  claims  will
begin in 2003.  Payments for claims in 2003 and later years under
the  NSP  will  be  subject  to certain  conditions  designed  to
increase  the predictability of annual cash outflows for asbestos
payments.  As  a  result of such payments,  the  Company's  gross
payments for asbestos litigation claims will increase in 1999 and
2000  over the levels experienced in recent years.  However, such
payments  are expected to be substantially lower than  historical
levels  in  2001 and subsequent years. The expected schedule  for
NSP  payments  may  be  affected by how quickly  NSP  claims  are
submitted  and processed.  Please see Note 11 to the Consolidated
Financial Statements.

Gross  payments for asbestos litigation claims during the  second
quarter   of   1999  by  Owens  Corning  (excluding  Fibreboard),
including  payments for claims settled in prior years, were  $175
million.  Proceeds from insurance were $13 million, resulting  in
a  net  pretax cash outflow of $162 million ($105 million  after-
tax).   Over  the  next  twelve months, the  total  payments  for
asbestos   litigation   claims  by   Owens   Corning   (excluding
Fibreboard)  are  expected  to be approximately  $1,050  million.
Proceeds  from  insurance  of $150 million  are  expected  to  be
available  to cover these costs, resulting in a net  pretax  cash
outflow of $900 million ($585 million after tax).

Gross  payments for asbestos litigation claims against Fibreboard
during  the  first  six  months of 1999  were  approximately  $57
million, all of which were paid directly by Fibreboard's insurers
or  from an escrow account funded by its insurers to claimants on
Fibreboard's behalf.  Fibreboard is a party to the NSP Agreements
and  anticipates  that  a substantial majority  of  its  asbestos
claims  will be resolved under the NSP.  In June 1999, the United
States  Supreme  Court  overturned a  limited-fund  class  action
settlement  of  Fibreboard's  asbestos  claims.   As  a   result,
Fibreboard  is  expected  to  become  entitled  to  an  Insurance
Settlement of approximately $1.9 billion, which will be available
to  pay  all of Fibreboard's pending and future asbestos  claims,
including claims under the NSP. Please see Notes 8 and 11 to  the
Consolidated Financial Statements.

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.

                             - 29 -

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

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

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 1999,
the Company was designated as a PRP in such federal, state, local
or private proceedings for 2 additional sites.  At June 30, 1999,
a  total of 41 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  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.   In June 1999, the EPA issued regulations for wool  fiber
glass  and  mineral wool. The Company anticipates that its  other
sources  to  be  regulated will be wet formed  fiber  glass  mat,
amino/phenolic   resin,  secondary  aluminum  smelting,   asphalt
processing and roofing, metal coil coating, and open molded fiber-
reinforced  plastics.  The EPA's currently announced schedule  is
to  issue  regulations  covering  wet  formed  fiber  glass  mat,
amino/phenolic resin and secondary aluminum smelting in 1999; and
asphalt  processing  and roofing, metal coil coating  and  fiber-
reinforced  plastics 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 Readiness
--------------------

This information should be considered a Year 2000 Readiness
Disclosure.

BACKGROUND
----------

Some  of  the  Company's existing information  technology  ("IT")
systems  and control systems containing embedded technology  such
as   processors,  controllers  and  microchips  ("Non-IT")   were
originally programmed using two digits rather than four digits to
define  the applicable year.  As a result, such systems,  if  not
remediated,  may  experience miscalculations or disruptions  when
processing information containing dates that fall after  December
31,  1999  or  other dates that could cause computer malfunctions
(the "Year 2000 Issue").

THE COMPANY'S STATE OF READINESS
--------------------------------

In  recognition of the significance of the Year 2000  Issue,  the
Company  formed  a  senior management team representing  business
units   and  business  process  functions  including  information
technology,  sourcing, customer relations, logistics, facilities,
and legal.

                             - 30 -

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

This  team  oversees the Company's efforts to assess and  resolve
the  Year  2000  Issue.   In addition, the  Company's  individual
organizational  units have developed, and are implementing,  Year
2000  plans.   These  plans include assessments  of  all  of  the
Company's  IT  and  Non-IT  systems, and  an  evaluation  of  the
external  environment to identify significant exposure areas  and
to  develop  appropriate  remediation or  other  risk  management
approaches.  The  Company is also developing business  continuity
plans  to assure that all of its operations are prepared  in  the
case of an unexpected system, supplier or customer failure.

IT SYSTEMS
----------

The  Company  has  been  actively implementing  new  systems  and
technology  on  a  worldwide basis since  1995  as  part  of  its
Advantage  2000  program to improve productivity and  operational
efficiency.   One 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  five
years.

To  date  100% of the Company's IT systems have been  remediated,
tested and made operational.  This has been accomplished in  part
through  the comprehensive implementation of enterprise  resource
planning  software across most of the Company's  business  units.
Deployments  of  these systems, which began  in  May,  have  been
completed  at  70%  of the Company's operations.   The  remaining
deployments  are on schedule  and will be completed by  September
30,  1999.   Development of continuity plans is on  schedule  and
will be completed by September 30, 1999.

NON-IT SYSTEMS
--------------

The  Company  completed  an inventory and  assessment  of  non-IT
systems  in  its  operating facilities during the first  quarter,
1999.  Those non-IT systems that may fail as a result of the Year
2000  Issue have been identified and corrective actions  such  as
replacement, update, or installation of vendor supplied  upgrades
are  currently being performed.  Concurrent with this  renovation
process,  the  Company  is continuing the testing  of  Year  2000
corrections to ensure that Non-IT systems will function  properly
on  key  dates.  This is in accordance with testing methodologies
that  management  believes  are  reasonable  and  reflective   of
practices   employed   by  comparable  companies.    Remediation,
replacement,  and  updating of Non-IT systems  has  been  managed
within each business unit.

In  accordance  with  the process outlined above,  over  fourteen
hundred  systems  for the Building Materials  business  and  over
nineteen  hundred  systems for the Composite  Materials  business
have been identified, remediated, and tested.  Of these, 98%  are
now Year 2000 ready and have been deployed.   The majority of the
remaining items, located at only 17 sites, are on schedule to  be
completed  by September 30, 1999, with  completion at  the  final
four sites by November 30, 1999.  Management continues to monitor
the  progress  of deployment to ensure the timely  completion  of
each  project.   Continuity  plans addressing  critical  business
processes are being developed, and will be completed by September
30, 1999.

EXTERNAL ENVIRONMENT
--------------------

The Company is working with its suppliers and customers to assess
their  level of Year 2000 readiness.  This process includes  both
the  receipt  of confirmation documents as well as selective  on-
site   visits.  The  critical  suppliers  have  been  identified,
confirmations have been received, and planned on-site visits were
complete in the second quarter of 1999. At the end of the  second
quarter of 1999, substantially all of the critical suppliers have
been  assessed  as Year 2000 ready.  The remaining suppliers  are
not single source suppliers nor deemed critical for production.

                             - 31 -

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

During the process, where deemed necessary, alternative suppliers
were  identified  and confirmed as year 2000 ready.  The  Company
does  not  plan to build additional inventories at this time  and
has  confirmed  with  suppliers  their  commitment  to  servicing
existing  supply agreements. Procedures are in place  to  monitor
supplier progress through the end of the year.

As  a  result of the confirmations and on site visits, continuity
plans  are  being developed for both customers and  suppliers  to
address the Company's ability to continue to function during  the
time period when an external Year 2000 risk exists.

BUSINESS CONTINUITY PLANNING
-----------------------------

Despite  its  significant efforts, the Company  understands  that
disruptions  may occur due to circumstances beyond  its  control.
As  a  result,  the Company has identified its critical  business
processes  and has assessed the likelihood of various  Year  2000
failure  scenarios.   In  order to  minimize  the  effect  of  an
external  disruption on business operations, business  continuity
plans  are being developed.  In many instances, existing business
continuity  plans  are  being modified and  enhanced  to  reflect
unique aspects of the Year 2000 issue.  All continuity plans will
be completed by September 30, 1999.

ESTIMATED COSTS
---------------

The  cumulative  cost  of  systems replacement,  remediation  and
update  from  1995 through the second quarter of  1999  has  been
approximately  $160  million, including  technology,  design  and
development,  and  related training and  deployment  in  business
locations.  The  Company currently estimates that  its  remaining
costs  to  assess and resolve the Year 2000 Issue, including  the
replacement  and remediation at all remaining locations,  are  in
the range of $5 million to $10 million.  These cost estimates are
based  on currently available information, and may be subject  to
change.

RISKS
-----

If needed modifications and upgrades of systems are not made on a
timely  basis  by  the  Company  or  its  materially  significant
suppliers,  the Company could experience significant  disruptions
to one or more of its operations, financial loss, legal liability
and  similar  risks, any of which could have a  material  adverse
effect  on  the  Company's  results of  operations  or  financial
position.   The Company believes that the most reasonably  likely
worst  case scenario would be a short-term slowdown or  cessation
of  manufacturing  operations at one or  more  of  the  Company's
facilities and a short-term inability on the part of the  Company
to process orders and billings in a timely manner, and to deliver
product  to  customers.   In  view of  the  Company's  Year  2000
readiness  program,  including  continuity  plans,  the   Company
believes  that significant disruptions are unlikely and that  any
disruptions would be both short-term and manageable.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
         RISK

The  Company  is  exposed to the impact  of  changes  in  foreign
currency  exchange rates and interest rates in the normal  course
of  business.  The Company manages such exposures through the use
of  certain financial and derivative financial instruments.   The
Company's objective with these instruments is to reduce  exposure
to  fluctuations  in  earnings and  cash  flows  associated  with
changes in foreign currency exchange rates and interest rates.

The  Company  enters into various forward contracts and  options,
which  change in value as foreign currency exchange rates change,
to  preserve  the carrying amount of foreign currency-denominated
assets, liabilities, commitments, and certain anticipated foreign
currency transactions and earnings.

                             - 32 -

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
         RISK (continued)

The  Company also enters into certain currency and interest  rate
swaps  to  protect  the  carrying amount of  its  investments  in
certain foreign subsidiaries, to hedge the principal and interest
payments  of certain debt instruments, and to manage its exposure
to fixed versus floating interest rates.

The Company's policy is to use foreign currency and interest rate
derivative financial instruments only to the extent necessary  to
manage exposures as described above.  The Company does not  enter
into  foreign  currency or interest rate derivative  transactions
for speculative purposes.

The  Company  uses  a  variance-covariance Value  at  Risk  (VAR)
computation  model to estimate the potential  loss  in  the  fair
value  of  its interest rate-sensitive financial instruments  and
its  foreign currency-sensitive financial instruments.   The  VAR
model  uses historical foreign exchange rates and interest  rates
as  an  estimate of the volatility and correlation of these rates
in  future  periods.  It estimates a loss in  fair  market  value
using statistical modeling techniques.

The  amounts presented below represent the maximum potential one-
day loss in fair value that the Company would expect from adverse
changes  in  foreign currency exchange rates  or  interest  rates
assuming a 95% confidence level:

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

                              June 30,         December 31,
      Risk Category             1999               1998
      -------------            ------             ------
                                (In millions of dollars)

Foreign currency                  $1                $1
Interest rate                     $9                $8

</TABLE>

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

                             - 33 -

                   PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS


See   Note   11,   Contingent  Liabilities,  to   the   Company's
Consolidated  Financial Statements above, which  is  incorporated
here by reference.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS


(a)  None of the constituent instruments defining the rights of
     the holders of any class of the Company's registered
     securities was materially modified in the quarter ended June
     30, 1999.

(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, 1999 by the issuance or modification
     of any other class of securities.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES


(a)  During  the  quarter  ended June 30,  1999,  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,  1999,  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
     22, 1999.

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

1.  Election of four directors for a term expiring in 2002:
    Curtis H. Barnette - 46,222,520 votes cast for election
    and  1,432,208  votes  withheld; Ann Iverson  -  46,296,293
    votes  cast for election and 1,358,435 votes withheld; W. Walker
    Lewis - 46,304,427 votes cast for election and 1,350,301  votes
    withheld;  and Furman C. Moseley, Jr. -  46,296,586  votes  cast
    for election and 1,358,142 votes withheld.

2.  Approval of amended and restated Corporate Incentive Plan
    Terms Applicable to Certain Executive Officers:  44,128,587
    votes cast for the proposal; 3,089,313 votes cast against;
    and 436,828 shares abstained.

3.  Approval of the action of the Board of Directors in selecting
    Arthur Andersen LLP as independent public accountants for the
    year 1999:  46,866,447 votes cast for the proposal;
    579,788 votes cast against; and 208,493 shares abstained.

4.  Approval of proposal concerning stockholder rights plan:
    24,955,712 votes cast for the proposal;
    17,128,498 votes cast against; 623,691 shares abstained; and
    4,946,827 broker non-votes.

ITEM 5.  OTHER INFORMATION

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

                             - 34 -

                   PART II.  OTHER INFORMATION
                               (continued)

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, 1999, the Company filed the
    following current reports on Form 8-K:

         - Filed April 15, 1999, under Items 5 and 7.

         - Filed June 23, 1999, under Items 5 and 7.


                             - 35 -

                           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 16, 1999               By: /s/ J. Thurston Roach
                                     J. Thurston Roach
                                     Senior Vice President and
                                     Chief Financial Officer
                                     (as duly authorized officer)



Date:  August 16, 1999               By: /s/ Steven J. Strobel
                                     Steven J. Strobel
                                     Vice President and
                                     Controller


                ---------------------------------

                              - 36 -

                          EXHIBIT INDEX

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

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

              LLC Interest Sale and Purchase Agreement, dated as
              of July 31, 1998, among Owens Corning, Advanced
              Glassfiber Yarns LLC and Glass Holdings Corp.
              (incorporated herein by reference to Exhibit 2 to
              the Company's current report on Form 8-K (File No.
              1-3660), filed October 14, 1998).

              Amendment No. 1 to LLC Interest Sale and Purchase
              Agreement dated as of September 30, 1998
              (incorporated herein by reference to Exhibit 2 to
              the Company's current report on Form 8-K (File No.
              1-3660), filed October 14, 1998).

(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 the year 1995).

(10)          Material Contracts.

              Corporate Incentive Plan Terms Applicable to Key
              Employees Other Than Certain Executive Officers
              (filed herewith).

              Owens Corning Deferred Compensation Plan
              incorporated herein by reference to Exhibit (10) to
              the Company's quarterly report on Form 10-Q (File
              No. 1-3660) for the quarter ended March 31, 1999).

              Corporate Incentive Plan Terms Applicable to
              Certain Executive Officers (incorporated herein by
              reference to Exhibit (10) to the Company's quarterly
              report on Form 10-Q (File No. 1-3660) for the quarter
              ended March 31, 1999).

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

(27)          Financial Data Schedule (filed herewith).