1

                                                            
                              
                              
                              
                              
                              
                              
                              
             SECURITIES AND EXCHANGE COMMISSION
                              
                  Washington, D. C.  20549
                              
                              
                          FORM 10-Q
                              
      Quarterly Report Pursuant to Section 13 or 15(d)
           of the Securities Exchange Act of 1934
                              
            For the Quarter Ended March 31, 1998
                              
                 Commission File No. 1-3660
                              
                        Owens Corning
                              
                  One Owens Corning Parkway
                              
                     Toledo, Ohio  43659
                              
                  Area Code (419) 248-8000
                              
                   A Delaware Corporation
                              
        I.R.S. Employer Identification No. 34-4323452


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

                    Yes / X /     No /   /
                              
      Shares of common stock, par value $.10 per share,
                outstanding at April 30, 1998
                              
                         53,976,251
                              
                              
                              
                              
<PAGE>                             -2-
                                                            
ITEM 1.  FINANCIAL STATEMENTS

                   OWENS CORNING AND SUBSIDIARIES
                              
                  CONSOLIDATED STATEMENT OF  INCOME
                              
                                              Quarter Ended
                                                March 31,
                                               1998     1997
                                        (In millions of dollars,
                                            except share data)
<TABLE>
<S>                                           <C>      <C>

NET SALES                                     $1,137   $ 875

COST OF SALES                                   938      652

   Gross margin                                 199      223

OPERATING EXPENSES
 Marketing and administrative expenses          129      122
 Science and technology expenses                 15       17
 Restructure costs (Note 3)                      87        -
 Other (Note 4)                                 (71)       4

   Total operating expenses                     160      143

INCOME FROM OPERATIONS                           39       80

Cost of borrowed funds                           37       19

INCOME BEFORE PROVISION
 FOR INCOME TAXES                                 2       61
Provision (credit) for income taxes (Note 6)     (7)      20
INCOME BEFORE MINORITY INTEREST
 AND EQUITY IN NET INCOME OF AFFILIATES           9       41

Minority interest                                (5)      (2)

Equity in net income of affiliates                4        3

NET INCOME                                    $   8    $  42

NET INCOME PER COMMON SHARE (Note 10)

Basic  net income per share                   $ .16   $  .80
Diluted  net income per share                 $ .16   $  .76

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

 Basic                                         53.4     52.4
 Diluted                                       53.8     57.8
</TABLE>

                              
                              
     The accompanying notes are an integral part of this statement.





<PAGE>                          -3-
                                                            
                   OWENS CORNING AND SUBSIDIARIES
                              
                    CONSOLIDATED BALANCE SHEET

<TABLE>
<S>                                        <C>       <C>
                              
                                           March 31, December 31,
ASSETS                                        1998      1997
                                         (In millions of dollars)
CURRENT

Cash and cash equivalents                   $  115   $  58
Receivables                                    560     432
Inventories (Note 7)                           533     503
Insurance for asbestos litigation claims -
 current portion (Note 11)                     100     100
Deferred income taxes                          140     160
Assets held for sale (Note 4)                    -      41
Income tax receivable                          108      96
Other current assets                            51      38

 Total current                               1,607   1,428

OTHER

Insurance for asbestos litigation 
  claims (Note  11)                            340     357
Asbestos  costs  to  be  
  reimbursed - Fibreboard  (Note  11)          117     116
Deferred income taxes                          394     328
Goodwill                                       792     778
Investments in affiliates (Note 4)              53      52
Other noncurrent assets                        174     184

  Total other                                1,870   1,815

PLANT AND EQUIPMENT, at cost

Land                                            66      66
Buildings and leasehold improvements           685     676
Machinery and equipment                      2,658   2,629
Construction in progress                       194     214
                                             3,603   3,585
Less:  Accumulated depreciation             (1,858) (1,832)

 Net plant and equipment                     1,745   1,753

TOTAL ASSETS                                $5,222  $4,996
</TABLE>
                                                            
                              
     The accompanying notes are an integral part of this statement.





<PAGE>                      -4-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
                 CONSOLIDATED BALANCE SHEET
                         (Continued)
<TABLE>
<S>                                              <C>        <C>
                              
                                                 March 31,  December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY               1998        1997
                                                (In millions of dollars)
CURRENT

Accounts payable and accrued liabilities         $  812      $  814
Reserve for asbestos litigation claims -
 current portion (Note 11)                          300         350
Short-term debt                                      59          23
Long-term debt - current portion                    127         120

     Total current                                1,298       1,307

LONG-TERM DEBT (Note 5)                           1,874       1,595

OTHER

Reserve for asbestos litigation claims 
  (Note 11)                                       1,241       1,320
Asbestos-related liabilities - Fibreboard 
  (Note 11)                                         124         123
Other employee benefits liability                   332         335
Pension plan liability                               63          65
Other                                               186         165

     Total other                                  1,946       2,008


COMPANY OBLIGATED SECURITIES
   OF ENTITIES HOLDING SOLELY
   PARENT DEBENTURES                                503         503

MINORITY INTEREST                                    24          24

STOCKHOLDERS' EQUITY

Common stock                                        662         657
Deficit                                          (1,035)     (1,041)
Accumulated other comprehensive income 
  (Note 9)                                          (33)        (40)
Other                                               (17)        (17)

     Total stockholders' equity                    (423)       (441)

TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                          $5,222      $4,996
</TABLE>
                              
                              
                              
                                     
     The accompanying notes are an integral part of this statement.





<PAGE>                      -5-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
            CONSOLIDATED STATEMENT OF CASH FLOWS
                         (unaudited)
                              
                              
<TABLE>
<S>                                               <C>       <C>
                                                     Quarter Ended
                                                        March 31,
                                                     1998     1997
                                               (In millions of dollars)
NET CASH FLOW FROM OPERATIONS

 Net income                                        $    8    $   42
   Reconciliation of net cash provided   
     by operating activities:
  Noncash items:
   Provision for depreciation and amortization         52        37
   Provision (credit) for deferred income taxes       (45)       17          
   Other                                              (91)       (1)           
  (Increase) decrease in receivables                 (129)     (107)
  (Increase) decrease in inventories                  (36)      (91)
  Increase (decrease) in accounts
   payable and accrued liabilities                    (12)      (59)
  Increase (decrease) in accrued income taxes          (2)      (11)
  Proceeds from insurance for asbestos
   litigation claims, excluding Fibreboard             17        40
  Payments for asbestos litigation claims,
   excluding Fibreboard                              (129)      (95)
  Other                                                37       (19)

           Net cash flow from operations             (330)     (247)

NET CASH FLOW FROM INVESTING

 Additions to plant and equipment                     (47)      (74)
 Investment in subsidiaries, net of
  cash acquired                                         -       (20)
  Proceeds from the sale of affiliate 
   or business  (Note  4)                             134         -
 Other                                               (19)        (5)
                              
      Net cash flow from investing                $   68     $  (99)
</TABLE>
                              
                              
                                                           
                              
                              
                               
     The accompanying notes are an integral part of this statement.





<PAGE>                       -6-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
            CONSOLIDATED STATEMENT OF CASH FLOWS
                         (unaudited)
<TABLE>
<S>                                               <C>        <C>
                              
                                                     Quarter Ended
                                                       March 31,
                                                     1998     1997
                                                (In millions of dollars)
NET CASH FLOW FROM FINANCING

 Net additions to long-term
  credit facilities                                $  285     $ 257
 Other additions to long-term debt                      3        26
 Net increase in short-term debt                       36        17
 Dividends paid                                        (4)       (3)
 Other                                                  -        19

      Net cash flow from financing                    320       316

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

Net increase (decrease) in cash
 and cash equivalents                                  57       (32)

Cash and cash equivalents at
 beginning of period                                   58        45

Cash and cash equivalents at end
 of period                                         $  115     $  13
                              
                              
                                   
                              
                              
                              
    The accompanying notes are an integral part of this statement.





<PAGE>                       -7-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


</TABLE>
<TABLE>
<S>                                             <C>      <C>                  
1. SEGMENT DATA                                    Quarter Ended
                                                     March 31,
                                                   1998     1997
                                             (In millions of dollars)

NET SALES

Industry Segments

 Building Materials
  United States                                 $   739   $  500
  Europe                                             65       74
  Canada and other                                   52       31

   Total Building Materials                         856      605

 Composite Materials
  United States                                     151      138
  Europe                                             97       97
  Canada and other                                   33       35

   Total Composite Materials                        281      270

Intersegment sales
 Building Materials                                   -        -
 Composite Materials                                 31       27
 Eliminations                                       (31)     (27)

   Net sales                                    $ 1,137   $  875

Geographic Segments

 United States                                  $   890   $  638
 Europe                                             162      171
 Canada and other                                    85       66

   Total                                        $ 1,137   $  875

Intersegment sales
 United States                                       32       29
 Europe                                               9        9
 Canada and other                                    12       22
 Eliminations                                       (53)     (60)

   Net sales                                    $ 1,137   $  875
</TABLE>




<PAGE>                       -8-
                                                            
               OWENS CORNING AND SUBSIDIARIES
  QUARTERLY INFORMATION ON INDUSTRY AND GEOGRAPHIC SEGMENTS
                         (Continued)
                              
<TABLE>
<S>                                              <C>        <C>              
1. SEGMENT DATA (Continued)                          Quarter Ended
                                                       March 31,
                                                     1998     1997
                                               (In millions of dollars)
INCOME (LOSS) FROM OPERATIONS

Industry Segments

 Building Materials
  United States                                   $    2     $    37
  Europe                                             (15)          5
  Canada and other                                    (3)          2

   Total Building Materials                          (16)         44

 Composite Materials
  United States                                       37          42
  Europe                                             (17)          7
  Canada and other                                    (1)          2

   Total Composite Materials                          19          51

 General corporate income (expense)                   36         (15)

   Income from operations                             39          80

 Cost of borrowed funds                              (37)        (19)

   Income before provision
     for income taxes                              $   2      $   61

Geographic Segments

  United States                                    $  39      $   79
 Europe                                              (32)         12
 Canada and other                                     (4)          4
 General corporate income (expense)                   36         (15)

   Income from operations                             39          80

 Cost of borrowed funds                              (37)        (19)

   Income before provision
     for income taxes                              $   2      $   61
</TABLE>


 Income  from  operations for the quarter  ended  March  31,
 1998   includes  a  pretax  charge  of  $95   million   for
 restructuring  and  other  actions.  The  impact  of   this
 special  charge  was to reduce income from  operations  for
 Building  Materials  in  the  United  States,  Europe,  and
 Canada  and  other  by  $17 million,  $11  million  and  $1
 million,  respectively; Composite Materials in  the  United
 States,  Europe,  and Canada and other by $8  million,  $27
 million  and  $1  million, respectively;  and  to  increase
 general  corporate  expense by $30  million.   Income  from
 operations  for  the  quarter ended  March  31,  1998  also
 includes a pretax gain of $84 million from the sale of  the
 Company's  50%  ownership interest in  Alpha/Owens-Corning,
 LLC.  The  impact  of  this gain was  to  decrease  general
 corporate expense by $84 million. Please see notes 3 and 4.





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

2.  GENERAL

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

In  connection  with the condensed financial statements  and
notes  included  in this Report, reference is  made  to  the
financial  statements  and notes thereto  contained  in  the
Company's 1997 Annual Report on Form 10-K, as filed with the
Securities and Exchange Commission.
                              
3.  RESTRUCTURING OF OPERATIONS AND OTHER ACTIONS

During the first quarter of 1998, the Company recorded a $95
million pretax charge for restructuring and other actions to
enhance manufacturing productivity and reduce overhead. This
charge   represents  the  second  phase  of  the   Company's
strategic  restructuring program announced in January  1998.
Of  the Company's estimated $250 million total pretax charge
for this strategic program, $238 million has been charged on
a  cumulative basis since the fourth quarter of 1997 and the
Company  expects  additional charges  of  approximately  $12
million as further actions are finalized.

The  $95 million pretax charge in the first quarter of  1998
was  comprised of an $87 million charge associated with  the
restructuring of the Company's business segments and  an  $8
million  charge  associated  with  other  actions.  The  $87
million restructure charge has been classified as a separate
component   of   operating   expenses   on   the   Company's
consolidated statement of income while the $8 million charge
for  other  actions is comprised of a $5 million  charge  to
cost  of  sales  and a $3 million charge  to  marketing  and
administrative expenses.  The components of the  restructure
charge  include $81 million for personnel reductions and  $6
million for the divestiture of non-strategic businesses  and
facilities,  of  which  $2  million  represents  exit   cost
liabilities, comprised primarily of lease commitments.   The
$81  million  for personnel reductions represents  severance
costs associated with the elimination of approximately 1,500
positions  worldwide.  The primary employee groups  affected
include    manufacturing   and   corporate    administrative
personnel.  As of March 31, 1998, approximately $14  million
has  been paid and charged against the reserve for personnel
reductions,  representing the elimination  of  approximately
1,500  employees,  the majority of whose severance  payments
will  be  made  over the next 12 months, and  less  than  $1
million  has been charged against exit cost liabilities.  No
adjustments have been made to the liability.

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





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


3.  RESTRUCTURING OF OPERATIONS AND OTHER ACTIONS (Continued)

The  $25  million for personnel reductions during  the  fourth
quarter of 1997 represents severance costs associated with the
elimination  of  nearly 550 positions worldwide.  The  primary
employee  groups affected include manufacturing and  corporate
administrative personnel.  As of March 31, 1998, approximately
$14  million has been charged against the reserve of which  $5
million  was  for exit costs and $9 million was for  severance
costs,  representing  the  elimination  of  approximately  550
employees,  the majority of whose severance payments  will  be
made  over the next 12 months.  No adjustments have been  made
to the liability.

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

4.  ACQUISITIONS AND DIVESTITURES OF BUSINESSES

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

The  following unaudited table presents the pro forma  results
of  operations for the quarter ended March 31, 1997,  assuming
the  acquisitions of Fibreboard and AmeriMark occurred at  the
beginning  of the period presented.  The pro forma  impact  of
all  other acquisitions during 1997, excluding Fibreboard  and
AmeriMark,  was  not  material to  the  Company's  results  of
operations  for  the  quarter ended  March  31,  1997.   These
results    include   certain   adjustments,   primarily    for
depreciation  and  amortization, interest and  other  expenses
directly   attributable  to  the  acquisition  and   are   not
necessarily indicative of what the results would have been had
the  transactions  actually occurred at the beginning  of  the
period  presented.  The  pro  forma  results  do  not  include
operations that were discontinued by Fibreboard prior  to  the
acquisition, or Pabco.







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

4.  ACQUISITIONS AND DIVESTITURES OF BUSINESSES (Continued)


                                         Quarter Ended
                                        March 31, 1997
                                   (In millions of dollars,
                                      except share data)
<TABLE>
<S>                                        <C>
Net sales                                  $ 1,108
Income from continuing operations               33
Diluted earnings per share from
 continuing operations                     $   .60
</TABLE>

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

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

On   April  17,  1998,  the  Company  announced  that  it   is
considering  the  possible sale of the glass fiber  yarns  and
specialty   materials  portion  of  its  Composite   Materials
segment.

5. LONG-TERM DEBT

In  the  first quarter of 1998, the Company amended its  long-
term  revolving  credit  agreement  and  reduced  the  maximum
commitment  equivalent to $1.8 billion, of which portions  can
be  denominated in Canadian dollars, Belgian francs or British
pounds  subject  to  the  provisions of  the  agreement.   The
agreement allows the Company to borrow under multiple options,
which  provide  for  varying terms  and  interest  rates.  The
commitment fee, charged on the entire commitment, is a sliding
scale  based on credit ratings and was .15% at March 31, 1998.
As  of March 31, 1998, $237 million of this facility was  used
for  standby  letters of credit and $382 million  was  unused.
The  average  rate of interest on this facility  was  6.0%  at
March 31, 1998.

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

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





<PAGE>                      -12-
                                                              
               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 Ended March 31,
                                           1998                         1997
                                 In millions   % of pretax    In millions   % of pretax
                                 of dollars      income       of dollars     income
U.S. federal statutory rate       $   1            35%         $   21          35%
State and local income taxes         (1)          (50)              1           2
Special tax election (a)            (13)         (650)              -           -
Foreign tax rate differences          3           150               -           -
Adjustment of deferred tax
 asset valuation allowance            -             -              (7)        (12)
Other                             $   3           165          $    5           8

Effective tax rate                $  (7)         (350)%        $   20          33%
</TABLE>

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

7. INVENTORIES

<TABLE>
<S>                                         <C>               <C>
                                            March 31,       December 31,
                                              1998              1997
                                             (In millions of dollars)
Inventories are summarized as follows:

  Finished goods                            $  394             $  363

  Materials and supplies                       213                214

  FIFO inventory                               607                577

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

                                            $  533             $  503
</TABLE>

Approximately  $356  million  and  $365  million   of   FIFO
inventories were valued using the LIFO method at  March  31,
1998 and December 31, 1997, respectively.

8. CONSOLIDATED STATEMENT OF CASH FLOWS

Cash payments for income taxes, net of refunds, and cost  of
borrowed funds are summarized as follows:
<TABLE>
<S>                                                   <C>   <C>             
                                                     Quarter Ended
                                                       March 31,
                                                     1998     1997
                                               (In millions of dollars)

Income taxes                                          $ 3    $ 6
Cost of borrowed funds                                 23     13
</TABLE>

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




<PAGE>                      -13-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
8. CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)

During  the  first  quarter  of  1998,  gross  payments  for
asbestos   litigation   claims   against   Fibreboard   were
approximately $17 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 quarter,
Fibreboard   also   reached   settlement   agreements   with
plaintiffs  for amounts totaling approximately $18  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.
                              
9. COMPREHENSIVE INCOME

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

The  Company's  comprehensive income for the quarters  ended
March  31,  1998 and 1997 was $16 million and  $36  million,
respectively.   The Company's comprehensive income  includes
net   income,  currency  translation  adjustments,   minimum
pension liability adjustments, and deferred gains and losses
on certain hedging transactions.

10. EARNINGS PER SHARE

The  following table reconciles the net income and  weighted
average  number  of  shares used in the basic  earnings  per
share  calculation  to the net income and  weighted  average
number of shares used to compute diluted earnings per share.

<TABLE>
<S>                                         <C>            <C>
                                             Quarter Ended
                                               March 31,
                                             1998     1997
                                        (In millions of dollars,
                                           except share data)

Net income used for basic 
  earnings per share                        $      8       $    42
Net income effect of assumed 
  conversion of debt and preferred 
  securities                                       -             2

Net income used for diluted earnings 
  per share                                        8            44

Weighted average number of shares 
  outstanding used for basic earnings 
  per share (thousands)                       53,373        52,408
Deferred awards and stock options                472           825
Shares from assumed conversion of debt 
  and preferred securities                         -         4,566

Weighted average number of shares 
  outstanding and common equivalent 
  shares used for diluted earnings
  per share (thousands)                       53,845        57,799
</TABLE>





<PAGE>                      -14-
                                                            
               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 (collectively, the "Producers") in personal
injury  litigation.  The personal injury claimants generally
allege  injuries  to their health caused  by  inhalation  of
asbestos fibers from Owens Corning's products.  Most of  the
claimants  seek  punitive damages as  well  as  compensatory
damages.   Virtually  all  of the asbestos-related  lawsuits
against   Owens  Corning  arise  out  of  its   manufacture,
distribution, sale or installation of an asbestos-containing
calcium  silicate, high temperature insulation product,  the
manufacture of which was discontinued in 1972.

Status

As   of  March  31,  1998,  approximately  180,000  asbestos
personal  injury claims were pending against Owens  Corning,
of  which 8,700 were received in the first quarter of  1998.
The  Company  received approximately 35,300 such  claims  in
1997 and 36,300 in 1996.

Many  of the recent claims appear to be the product of  mass
screening programs and not to involve malignancies or  other
significant  asbestos  related  impairment.   Owens  Corning
believes  that at least 40,000 of the recent claims  involve
plaintiffs  whose  pulmonary function  tests  ("PFTs")  were
improperly  administered  or  manipulated  by  the   testing
laboratory  or  otherwise inconsistent with  proper  medical
practice. In 1996 Owens Corning filed suit in federal  court
in  New  Orleans, Louisiana against the owners and operators
of  certain pulmonary function testing laboratories  in  the
southeastern   U.S.   challenging  such   improper   testing
practices. This matter is now in active pre-trial discovery.
In  January  1997,  Owens Corning filed a  similar  suit  in
federal  court in Jackson, Mississippi against the owner  of
an additional testing laboratory.

Through  March  31,  1998, Owens Corning  had  resolved  (by
settlement  or  otherwise)  approximately  204,900  asbestos
personal  injury claims. During 1995, 1996 and  1997,  Owens
Corning  resolved  approximately  63,700  asbestos  personal
injury  claims,  over  99% without  trial.  Total  indemnity
payments   for   these  63,700  claims,   including   future
installment  payments, are expected to be $858  million  (an
average of $13,500 per claim).

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





<PAGE>                      -15-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
11. CONTINGENT LIABILITIES (Continued)
     
Owens Corning's total indemnity and defense payments (before
application  of insurance recoveries) for asbestos  personal
injury claims were $300 million in 1997 and are expected  to
be  approximately $350 million in 1998.  This high level  of
expenditures,  and  the anticipated increase  in  1998,  are
attributable  in  large  measure to  two  factors:  payments
associated   with   adverse   judgments   (particularly   in
mesothelioma cases), and significant recent increases in the
cost  of settlement of mesothelioma claims.  The Company  is
addressing  these  developments by  refocusing  its  defense
resources  upon the early identification and  evaluation  of
mesothelioma  claims  and,  where  such  claims  cannot   be
resolved  by settlement, upon more thorough preparation  and
work-up of such claims for trial.  The Company believes that
these  measures  should prove effective in  controlling  the
costs of resolving such claims.  However, the increased cost
of  resolution  of  mesothelioma claims  has  added  to  the
difficulty  of  estimating  the  Company's  future  asbestos
liabilities.   The  Company cautions that  if  the  cost  of
mesothelioma settlements and judgments is not controlled and
if  future annual expenditures for asbestos personal  injury
claims are not reduced, the Company may be required  to make
additional provision for the anticipated  costs of  asbestos
personal injury claims.
     
Tobacco

The  Company  is  closely monitoring  the  proposed  federal
legislation  to  implement a nationwide tobacco  settlement.
Owens Corning, Fibreboard and other asbestos defendants have
collectively  spent billions of dollars to resolve  asbestos
personal  injury claims to which smoking was  a  substantial
causal  or  contributing factor.  The Company believes  that
any  federal  legislation implementing the proposed  tobacco
settlement  must  make  adequate  financial  provision   for
compensating asbestos personal injury claimants for the role
tobacco  use  played in their injuries and  for  reimbursing
asbestos  defendants, in whole or in part, for past payments
that  have  been made to asbestos personal injury  claimants
who  were  also  smokers.   The  Company  is  directing  its
legislative  lobbying  efforts toward  achievement  of  this
objective.
     
Owens Corning and Fibreboard have filed suit in the Superior
Court  for Alameda County, California against seven  leading
manufacturers  of  tobacco products.  The complaint  alleges
that cigarette smoking causes or contributes to lung cancer,
a variety of other cancers and chronic obstructive pulmonary
disease.   The complaint seeks to require the defendants  to
reimburse  Owens Corning and Fibreboard for all or  part  of
the  amounts which they have spent in resolving the personal
injury  claims  of asbestos plaintiffs whose  injuries  were
caused or contributed to by cigarette smoking.

Fibreboard
                              
As  described in greater detail below, Fibreboard is a party
to   two  class  action  settlements  relating  to  asbestos
personal  injury  claims-the  Global  Settlement   and   the
Insurance  Settlement. If the Global Settlement is approved,
Fibreboard will be protected by an injunction from  asbestos
personal  injury claims and should have no further  asbestos
personal injury liabilities. If the Global Settlement is not
approved, the Insurance Settlement, which has been  approved
by  the  courts,  will  become effective.   In  such  event,
Fibreboard will receive the payments due under the Insurance
Settlement,   the  injunction  protecting  Fibreboard   from
asbestos  personal  injury claims  will  be  dissolved,  and
Fibreboard  will return to the tort system as  a  defendant.
Should  the  Insurance Settlement come  into  effect,  Owens
Corning  and  Fibreboard  anticipate  establishing  a  joint 
                      



<PAGE>                      -16-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
11. CONTINGENT LIABILITIES (Continued)

facility that would provide,  consistent with   Fibreboard's   
contractual  obligations   under the  Insurance  Settlement, 
for the joint defense and  settlement of  asbestos  personal  
injury  claims  against   the  two defendants.  Such a joint 
facility would have the potential for  achieving synergistic 
savings  in  defense  and  settlement  costs compared to the 
costs either Company would  otherwise likely incur.
     
Insurance

As  of March 31, 1998, Owens Corning had approximately  $215
million   in   unexhausted  insurance   coverage   (net   of
deductibles   and  self-insured  retentions  and   excluding
coverage  issued by insolvent carriers) under its  liability
insurance  policies applicable to asbestos  personal  injury
claims.   This insurance, which is substantially  confirmed,
includes both products hazard coverage and primary level non-
products  coverage.   Portions  of  this  coverage  are  not
available  until 1998 and beyond under agreements  with  the
carriers  confirming such coverage.  All of Owens  Corning's
liability  insurance policies cover indemnity  payments  and
defense  fees  and  expenses subject  to  applicable  policy
limits.

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

Reserve

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

Owens  Corning's estimated total liabilities in  respect  of
indemnity  and  defense costs associated  with  pending  and
unasserted  asbestos  personal injury  claims  that  may  be
received   in  the  future,  and  its  estimated   insurance
recoveries   in  respect  of  such  claims,   are   reported
separately as follows:




<PAGE>                      -17-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
11. CONTINGENT LIABILITIES (Continued)
<TABLE>
<S>                                <C>         <C>
                                 March 31, December 31,
                                   1998        1997
                               (In millions of dollars)
Reserve for asbestos
litigation claims
   Current                         $   300     $  350
   Other                             1,241      1,320

      Total Reserve                  1,541      1,670

Insurance for asbestos
litigation claims
   Current                             100        100
   Other                               340        357

      Total Insurance                  440        457

Net Owens Corning Asbestos 
  Liability                        $ 1,101    $ 1,213
</TABLE>

Owens  Corning cautions that such factors as the  number  of
future  asbestos personal injury claims received by it,  the
rate  of  receipt  of  such claims, and  the  indemnity  and
defense  costs  associated  with  asbestos  personal  injury
claims,  are  influenced  by  numerous  variables  that  are
difficult  to  predict, and that estimates,  such  as  Owens
Corning's,  which attempt to take account of such variables,
are  subject  to  considerable uncertainty.  Included  among
these  variables  are  Owens  Corning's  future  success  in
controlling the costs of resolving mesothelioma claims,  the
outcome  of  the  Company's litigation against  the  tobacco
companies  and of the appellate proceedings related  to  the
Fibreboard   Global  Settlement,  and  federal   legislative
developments  concerning  asbestos  and/or  tobacco.   Owens
Corning  believes  that  its  estimate  of  liabilities  and
insurance will be sufficient to provide for the costs of all
pending  and  future  asbestos personal injury  claims  that
involve   malignancies   or   significant   asbestos-related
functional   impairment.    While   such   estimates   cover
unimpaired claims, the number and cost of unimpaired  claims
are  much harder to predict and such estimates reflect Owens
Corning's  belief that such claims have little or no  value.
Owens  Corning will continue to review the adequacy  of  its
estimate  of  liabilities and insurance on a periodic  basis
and make such adjustments as may be appropriate.

Management Opinion

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




<PAGE>                      -18-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
11.  CONTINGENT LIABILITIES (Continued)

ITEM B.  FIBREBOARD (EXCLUDING OWENS CORNING)

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

Status

As   of  March  31,  1998,  approximately  113,800  asbestos
personal  injury  claims  were pending  against  Fibreboard,
5,900  of which were received in the first quarter of  1998.
Fibreboard received approximately 33,000 such claims in 1997
and  32,900  in 1996.  These claims and most of the  pending
claims  are  made  against the Fibreboard Global  Settlement
Trust  and  are subject to the Global Settlement  injunction
discussed  below.   During 1995, 1996 and  1997,  Fibreboard
resolved  approximately  20,100  asbestos  personal   injury
claims  and incurred indemnity payments of $257 million  (an
average of about $12,800 per case).

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

As of March 31, 1998, amounts payable under various asbestos
claim   settlement  agreements  were  $124  million.   These
amounts  are  payable  either  from  the  Settlement   Trust
discussed  below or directly by the insurers.   Amounts  due
from  insurers  in  payment of these  or  past  claims  paid
directly  by  Fibreboard,  as of March  31,  1998  are  $117
million.

Insurance Arrangements

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

The  parties opposing the Global Settlement filed  petitions
seeking  review with the U.S. Supreme Court.   On  June  27,
1997,  the  Supreme Court granted the petition, vacated  the
judgment  and  remanded the case to the  Fifth  Circuit  for
further  consideration  in  light  of  the  Supreme  Court's
decision  in  the  Amchem Products, Inc.  v.  Windsor  case.
Amchem   involved   a  proposed  nationwide   class   action
settlement of future asbestos personal injury claims against
the  members  of  the  Center for  Claims  Resolution.   The
Supreme  Court, affirming the intermediate appellate  court,
disapproved  and vacated the Amchem class action settlement,
determining that the Amchem class action failed to meet  the
requirements of Federal Rule of Civil Procedure 23.




<PAGE>                      -19-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
11.  CONTINGENT LIABILITIES (Continued)

ITEM B. FIBREBOARD (EXCLUDING OWENS CORNING)

On January 27, 1998, a panel of the Fifth Circuit reaffirmed,  
by majority vote,  its prior decision,  and  again  approved 
the  Global  Settlement.  The parties  opposing  the  Global  
Settlement  have  filed two petitions for certiorari seeking 
review by the U.S. Supreme Court.  In light of this decision 
by the Fifth Circuit,  and the filing of the  petitions  for  
certiorari, a final resolution of the Global Settlement  may 
not be known  until the second half of 1998 or later.

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

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

The   Settlement   Trust  will  be  funded  principally   by
Continental and Pacific.  These insurers have placed  $1,525
million in an interest-bearing escrow account pending  court
approval  of the settlements. Fibreboard is responsible  for
contributing  $10 million plus accrued interest  toward  the
Settlement Trust, which it will obtain from other  remaining
insurance sources and existing reserves.  The Home Insurance
Company  has  already  paid $9.9  million  into  the  escrow
account  on  behalf  of Fibreboard, in  satisfaction  of  an
earlier  settlement agreement.  The balance  of  the  escrow
account  was $1,689 million at March 31, 1998, after payment
of  interim expenses and exigent claims associated with  the
Global Settlement.

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

The  Insurance  Settlement is structured as  an  alternative
solution in the event the Global Settlement fails to receive
final approval.  Under the Insurance Settlement, Continental
and  Pacific  will  pay in full settlements  reached  as  of
August  27,  1993 and provide Fibreboard with the  remaining
balance  of the Global Settlement escrow account for  claims
filed  after  August  27,  1993,  plus  an  additional  $475
million, less amounts paid since August 27, 1993 for  claims
which  were  pending  but not settled at  that  date.   Upon
fulfillment   of  their  obligations  under  the   Insurance
Settlement, Continental and Pacific will be discharged  from
any  further obligations to Fibreboard under their insurance
policies and will be protected by an injunction against  any
claims  of  asbestos  personal injury claimants  based  upon
those  insurance  policies. Under the Insurance  Settlement,
Fibreboard  will  manage  the  defense  and  resolution   of
asbestos-related  personal  injury  claims  and  will remain 
subject to suit by asbestos personal injury claimants.




<PAGE>                      -20-
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
11. CONTINGENT LIABILITIES (Continued)

ITEM B. FIBREBOARD (EXCLUDING OWENS CORNING)


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

Management Opinion

While there are various uncertainties regarding whether  the
Global  Settlement or the Insurance Settlement  will  be  in
effect,   and   these  may  ultimately  impact  Fibreboard's
liability  for asbestos personal injury claims, the  Company
believes   the   amounts  available  under   the   Insurance
Settlement will be adequate to fund the ongoing defense  and
indemnity  costs  associated with asbestos-related  personal
injury claims for the foreseeable future.

OTHER LIABILITIES

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



<PAGE>                       -21-
                                                            
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.)

RESULTS OF OPERATIONS

Business Overview

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

The Company has grown its sales from nearly $3.4 billion  in
1994  to  approximately $5.0 billion on a  pro  forma  basis
giving  effect  to acquisitions made in 1997.   Acquisitions
have  been  a  significant component of that growth.   Since
1994,  the  Company  has completed 17  acquisitions  for  an
aggregate   purchase  price  of  over  $1.2  billion.    The
Company's acquisitions have broadened its lines of  business
to  include siding, accessories and other home exteriors and
have  diversified its materials portfolio beyond fiber glass
to include polymers such as vinyl and styrene, and metal and
stone.   In  1997, the Company completed the two largest  of
these   acquisitions  by  acquiring  Fibreboard  Corporation
("Fibreboard")   and  AmeriMark  Building   Products,   Inc.
("AmeriMark"), making Owens Corning the leader in  the  U.S.
vinyl siding, siding accessories and cast stone markets,  as
well  as  a  large  specialty distributor in  North  America
through nearly 200 company-owned distribution centers.

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

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




<PAGE>                          -22-
                                                            
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS (Continued)

Quarter Ended March 31, 1998

Sales and Profitability

Net  sales for the quarter ended March 31, 1998 were  $1,137
million,  reflecting a 30% increase from the  first  quarter
1997  level  of  $875 million.  Growth  in  1998  is  mostly
attributable  to  the  acquisition of  Fibreboard  that  was
completed at the end of the second quarter of 1997  and  the
acquisition  of AmeriMark that was completed  early  in  the
fourth  quarter of 1997. Volume increases in insulation  and
roofing,   favorably   influenced  by  strong   construction
activity,  were  largely  offset by declines  in  insulation
pricing,  primarily  in  the U.S.,  compared  to  the  first
quarter of 1997.  Volume increases in composites in the U.S.
and  Europe  were partially offset by declines in composites
pricing  in the U.S. in the first quarter of 1998,  compared
to  the first quarter of 1997.  Despite the decline in price
in  the  first quarter of 1998 compared to the first quarter
of  1997,  aggregate price levels were higher in  the  first
quarter  of  1998  compared to the fourth quarter  of  1997.
Additionally,   sales  were  adversely   affected   by   the
translation  impact of a stronger U.S. dollar  on  sales  in
foreign  currencies. Please see Note 1 to  the  Consolidated
Financial Statements.

Sales  outside the U.S. represented 22% of total  sales  for
the  quarter ended March 31, 1998, compared to 27%  for  the
quarter ended March 31, 1997.  The decline in non-U.S. sales
as   a  percentage  of  total  sales  is  due  to  the  1997
acquisitions   of  Fibreboard  and  AmeriMark,   which   are
primarily  U.S.  operations. Gross margin  for  the  quarter
ended March 31, 1998 was 18% of net sales, down from 25%  in
the  first  quarter of 1997.  The decline in the 1998  gross
margin  reflects lower prices in insulation  and  composites
worldwide  as well as the inherently lower-margin businesses
of Fibreboard and AmeriMark acquired during 1997.

In  the  first quarter of 1998, the Company announced  price
increases  effective  in  March  1998  applicable   to   its
residential insulation products of approximately  8  percent
and   price  increases  applicable  to  its  commercial  and
industrial  insulation products of approximately 4  percent.
The Company also announced price increases of 5 to 7 percent
affecting certain residential roofing products, effective in
April 1998.

For  the  quarter ended March 31, 1998, the Company reported
net income of $8 million, or $.16 per share, compared to net
income  of  $42 million, or $.76 per share, for the  quarter
ended  March 31, 1997.  Net income for the first quarter  of
1998  includes a pretax charge of $95 million  ($63  million
after-tax)  for  restructuring and  other  actions;  an  $84
million pretax gain ($52 million after-tax) from the sale of
the Company's 50% ownership interest in Alpha/Owens-Corning,
LLC;   as  well  as  a  $13  million  one-time  tax  benefit
associated with Asia Pacific operations.  The Company's cost
of  borrowed funds for the quarter ended March 31, 1998  was
$37 million compared to $19 million in the first quarter  of
1997.   This  increase reflects the Company's borrowings  to
finance  the acquisition of Fibreboard.  Net income for  the
quarter   ended  March  31,  1998  also  reflects  increased
minority  interest  expense, due to  the  financing  of  the
AmeriMark acquisition.  Please see Notes 3, 4 and 6  to  the
Consolidated Financial Statements.

Marketing and administrative expenses were $129 million  for
the  first quarter of 1998 compared to $122 million  in  the
first  quarter  of  1997.   The increase  in  marketing  and
administrative expenses is due to the incremental costs from
acquisitions.    Excluding   the   incremental   costs    of
acquisitions, marketing and administrative expenses  in  the
first  quarter  of 1998 were approximately 10 percent  lower
than the 1997 level, reflecting the initial benefits of  the
Company's strategic restructuring program announced in early
1998 and described below.




<PAGE>                      -23-
                                                            
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (Continued)

Restructuring of Operations and Other Actions

The   $95  million  pretax  charge  referred  to  above  for
restructuring and other actions was the second phase of  the
Company's  strategic  program to  reduce  overhead,  enhance
manufacturing    productivity   and   close    manufacturing
facilities.    This   charge  includes   $87   million   for
restructuring  and  $8 million for other  actions.   Of  the
Company's  estimated $250 million total  pretax  charge  for
restructuring  and other actions announced  in  early  1998,
$143 million was recorded in the fourth quarter of 1997  and
$95  million was recorded in the first quarter of 1998.  The
Company  expects  additional charges  of  approximately  $12
million as further actions are finalized.  The total  charge
recorded is comprised of approximately $155 million for  the
restructuring  program  and approximately  $83  million  for
other  actions.   The restructuring program,  of  which  $68
million  was recorded in the fourth quarter of 1997 and  $87
million  was recorded in the first quarter of 1998, includes
approximately  $106  million for costs  associated  with  an
overall  headcount  reduction  of  approximately  2,050   at
numerous  locations around the world, predominantly  in  the
U.S.,  Canada  and  Europe.  The remaining  $49  million  of
restructuring   includes  $47  million   for   non-strategic
businesses  and  facilities of which $15 million  represents
exit  cost  liabilities, and $2 million for  other  actions.
The   costs  for  non-strategic  businesses  and  facilities
include   $28  million  for  the  closure  of  the   Candiac
insulation  manufacturing plant in  Quebec,  Canada  and  $9
million   for   the  closure  of  several   North   American
distribution locations.

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

Based  upon expected economic conditions over the  next  few
years,  including  labor,  material  and  other  costs,  the
Company  expects to be able to decrease operating  costs  by
approximately  $100  million  in  1998,  and,   when   fully
implemented, $175 million per year in 1999 and  beyond.  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  plans  to  implement  programs  to  gain
synergies in its exterior systems business during 1998.   As
a  result of these programs, which include closing redundant
facilities  and improving purchasing leverage,  the  Company
expects to reduce costs by an additional $30 million  during
1998  and more than $50 million per year in 1999 and beyond,
the majority of which will be cash savings.




<PAGE>                      -24-
                                                            
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (Continued)

Accounting Changes

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

Building Materials

In  the  Building Materials segment, sales increased 41%  in
the  first quarter of 1998 compared to the first quarter  of
1997.   This  growth  reflects the  incremental  sales  from
acquisitions   and  volume  increases  in   North   America,
influenced  by  strong  construction  activity  during   the
quarter.   The  benefits of acquisitions and  volume  growth
were  reduced by price declines and the adverse impact of  a
stronger  dollar,  compared to the first  quarter  of  1997.
Income  from  operations was a loss of $16  million  in  the
first  quarter of 1998, down from $44 million in  the  first
quarter  of 1997.  This decrease includes approximately  $40
million  of insulation price declines compared to the  first
quarter  of  1997  and  $29 million of the  special  charges
described  above.   Please  see  Notes  1  and  3   to   the
Consolidated Financial Statements.

The  consolidated results of the Company include the results
of operations of Fibreboard and AmeriMark beginning with the
third and fourth quarters of 1997, respectively.  To enhance
comparability, certain information below is presented  on  a
"pro   forma"   basis  and  reflects  the  acquisitions   of
Fibreboard  (excluding  Pabco  and  operations   that   were
discontinued  by  Fibreboard prior to the  acquisition)  and
AmeriMark  as  though they had occurred at the beginning  of
the  period presented.  (The pro forma impact of  all  other
acquisitions   during   1997,   excluding   Fibreboard   and
AmeriMark,  was  not  material to the Company's  results  of
operations for the quarter ended March 31, 1997.)   The  pro
forma  results  include certain adjustments,  primarily  for
depreciation  and amortization, interest and other  expenses
directly  attributable  to  the acquisitions,  and  are  not
necessarily  indicative of the combined results  that  would
have occurred had the acquisitions occurred at the beginning
of  that period.  These pro forma results do not reflect the
expected  benefits from the consolidation  of  the  exterior
systems business discussed above.

<TABLE>
<S>                                     <C>     <C>         <C>      <C>      
                                           PRO FORMA         AS REPORTED
                                         Quarter Ended      Quarter Ended
                                            March 31,          March 31,
                                         1998     1997      1998     1997
                                              (In millions of dollars,
                                                 except share data)
Net sales                               $ 1,137  $ 1,108    $ 1,137  $  875
Income from continuing operations             8       33          8      42
Diluted  earnings  per share from 
  continuing operations                 $   .16  $   .60    $   .16   $ .76
</TABLE>

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




<PAGE>                      -25-
                                                            
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (Continued)

Composite Materials

In the Composite Materials segment, sales were up 4% for the
quarter  ended  March  31, 1998 compared  to  1997.   Strong
volume  gains,  particularly in the U.S.  and  Europe,  were
largely  offset  by pricing pressures and the  impact  of  a
stronger dollar on sales in foreign currencies.  Income from
operations  was  $19 million in the first quarter  of  1998,
down  from  $51 million in the first quarter of  1997.  This
decline partially reflects the decline in price, the  impact
of which was $12 million, primarily in the U.S., compared to
the  first quarter of 1997.  Compared to the fourth  quarter
of  1997,  price levels were higher in the first quarter  of
1998,  indicating  the benefits of the Company's  previously
announced price increases in the composites business. Income
from  operations also includes approximately $36 million  of
the  special charges described above. Please see Notes 1 and
3 to the Consolidated Financial Statements.

On  April  17,  1998,  the  Company  announced  that  it  is
considering the possible sale of the glass fiber  yarns  and
specialty  materials  portion  of  its  Composite  Materials
segment.  With sales of approximately $300 million in  1997,
the  Company's  yarn business is the world's second  largest
producer  of glass yarns, and the largest producer  of  fine
yarns.   The  asset  sale  would include  two  manufacturing
facilities in the U.S.

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Cash flow from operations was negative $330 million for  the
quarter  ended  March 31, 1998, compared  to  negative  $247
million  for the quarter ended March 31, 1997.  The decrease
in cash flow from operations in 1998 is largely attributable
to  the  Company's lower earnings as well as an increase  in
payments  for  asbestos litigation claims during  the  first
quarter  of  1998.  The increase in payments is due  to  the
timing   of   asbestos  claims  settlements.   The   Company
anticipates  $350  million of total  payments  for  asbestos
litigation  claims during 1998.  Inventories  at  March  31,
1998  increased  $30 million, or 6% over December  31,  1997
levels due to the Company's normal seasonal inventory  build
in the first half of the year. Receivables at March 31, 1998
were $560 million, a 30% increase over the December 31, 1997
level,  due to high sales volume during the second  half  of
March.

At  March  31, 1998, the Company's net working  capital  was
$309  million  and its current ratio was 1.24,  compared  to
$121  million and 1.09, respectively, at December 31,  1997.
The   increase  in  1998  was  primarily  due  to  increased
receivables  and inventories as well as a reduction  in  the
current  portion  of  the  reserve for  asbestos  litigation
claims.  Additionally, at March 31, 1998, the proceeds  from
the   sale  of  Alpha/Owens-Corning  were  included  in  the
Company's  consolidated  balance  sheet  as  cash  and  cash
equivalents.

The  Company's  total  borrowings at March  31,  1998,  were
$2.060  billion, $322 million higher than at year-end  1997.
Typically, the Company reports greater cash usage during the
first half of the year as the Company builds inventories and
other  working  capital.  Early in the second  quarter,  the
Company  used  the  proceeds from the sale  of  Alpha/Owens-
Corning  and  the collection of an income tax receivable  to
reduce debt.




<PAGE>                       -26-

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

As of March 31, 1998, the Company had unused lines of credit
of  $409  million  available  under  long-term  bank  credit
facilities  and an additional $192 million under  short-term
facilities,  compared  to  $884 million  and  $224  million,
respectively,  at  year-end 1997.  The  decrease  in  unused
available  lines of credit reflects the Company's  increased
borrowings  at  March 31, 1998 as well  as  an  agreed  $200
million  reduction  in  the maximum  availability  from  the
Company's credit facility established in June 1997.  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.

Capital   spending  for  property,  plant   and   equipment,
excluding acquisitions, was $47 million in the first quarter
of  1998.   The  Company anticipates 1998 capital  spending,
exclusive  of  acquisitions and investments  in  affiliates,
will be approximately $220 million, the majority of which is
uncommitted.  The  Company expects that  funding  for  these
expenditures  will  be  from the  Company's  operations  and
external sources as required.

Gross  payments  for asbestos litigation claims  during  the
first quarter of 1998, including payments for claims settled
in  prior  years  and excluding amounts  payable  in  future
years,   were   $129  million.   The  first   quarter   1998
expenditures  include $14 million in defense  costs  and  $1
million  for  appeal  bond and other  costs.  Proceeds  from
insurance  were $17 million resulting in a net  pretax  cash
outflow  of $112 million, or $67 million after-tax.   During
the   first   quarter   of   1998,  the   Company   received
approximately 8,700 new asbestos personal injury  cases  and
closed  approximately  2,400 cases.  Over  the  next  twelve
months, the Company's total payments for asbestos litigation
claims,  including  defense  costs,  are  expected   to   be
approximately $300 million.  Proceeds from insurance of $100
million  are expected to be available to cover these  costs,
resulting  in a net pretax cash outflow of $200 million,  or
$120  million  after-  tax.   Please  see  Note  11  to  the
Consolidated Financial Statements.

Gross   payments  for  asbestos  litigation  claims  against
Fibreboard  for  the  quarter  ended  March  31,  1998  were
approximately $17 million, all of which was paid directly by
Fibreboard's  insurers or from an escrow account  funded  by
its  insurers  to claimants on Fibreboard's behalf.   During
the  first quarter, Fibreboard received approximately  5,900
new   asbestos   personal  injury   claims,   and   resolved
approximately  600  claims.  Payments  for  asbestos  claims
against  Fibreboard are expected to be paid by  Fibreboard's
insurers or from the escrow account.  Please see Notes 8 and
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.

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 first quarter of 1998, the Company was designated
as   a   PRP  in  such  federal,  state,  local  or  private
proceedings for two additional sites.  At March 31, 1998,  a
total of 36 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.




<PAGE>                      -27-

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

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS (Continued)

The  Company has established a $33 million reserve, of which
$16  million  relates to Fibreboard, for its Superfund  (and
similar   state,   local  and  private  action)   contingent
liabilities.  Based upon information presently available  to
the  Company,  and  without regard  to  the  application  of
insurance,  the  Company believes that,  considered  in  the
aggregate,  the  additional  costs  associated   with   such
contingent  liabilities, including  any  related  litigation
costs,  will  not have a materially adverse  effect  on  the
Company's results of operations, financial condition or long-
term liquidity.

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

Year 2000 Compliance

The  Company has been actively implementing new systems  and
technology since 1995 as part of its Advantage 2000  program
to  improve  productivity  and operational  efficiency.   An
additional  objective of this initiative is  to  ensure  all
business  transactions are compliant  with  requirements  to
process  accurately in the year 2000 and beyond.  The  scope
of  this  program has been continuously expanded to  include
each  of  the  seventeen acquisitions made  by  the  Company
during  the  past  four years.  To date,  over  50%  of  the
Company's  systems have been replaced and are  in  operation
for  daily  business transaction processing.  All  remaining
system  updates  will be implemented throughout  the  period
ending July 1, 1999.

The  cumulative  cost of business systems  replacement  from
1995  through the end of the first quarter of 1998 has  been
$141   million,   including  $97  million  for   information
technology   and  $44  million  for  related  training   and
deployment  in  various  business  locations.   The  current
estimates   for   all   remaining   locations   range   from
approximately  $35  million to $45 million  for  information
technology,  manufacturing  technology,  and  training   and
deployment costs.

The  Company  is also working with all suppliers  to  ensure
their  systems are year 2000 compliant as well.   All  costs
associated with supplier compliance will be borne  by  them.
In  the  event that some suppliers are unable to convert  or
replace  systems  appropriately,  the  Company  will  switch
suppliers  to  those  that  are able  to  provide  compliant
transaction processing.





<PAGE>                      -28-
                                                            
                 PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM  2. CHANGES IN SECURITIES AND USE OF PROCEEDS

(a)  None of the  constituent  instruments  defining the rights
     of  the  holders of any class of the Company's  registered
     securities was materially modified in  the  quarter  ended
     March 31, 1998.

(b)  None   of  the  rights  evidenced  by  any  class  of  the
     Company's registered securities was materially limited  or
     qualified  in  the quarter ended March  31,  1998  by  the
     issuance or modification of any other class of securities.
  

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

(a)   During  the  quarter  ended  March 31, 1998, there was  no
      material  default  in the payment of principal,  interest,
      sinking  or  purchase  fund  installments,  or  any  other
      material  default not cured within 30 days,  with  respect
      to   any  indebtedness  of  the  Company  or  any  of  its
      significant subsidiaries exceeding 5 percent of the  total
      assets of the Company and its consolidated subsidiaries.

(b)   During  the quarter ended March 31, 1998, no  material
      arrearage in the payment of dividends occurred, and  there
      was  no  other  material delinquency not cured  within  30
      days, with respect to any class of preferred stock of  the
      Company  which is registered or which ranks prior  to  any
      class  of  registered securities, or with respect  to  any
      class of preferred stock of any significant subsidiary  of
      the Company.

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

No matter was submitted to a vote of security holders during
the quarter ended March 31, 1998.

ITEM 5. OTHER INFORMATION

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

ITEM 6. EXHIBITS AND  REPORTS  ON FORM 8-K

(a)  Exhibits.

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

(b)  Reports on Form 8-K.

     During  the  quarter  ended March 31,  1998,  the  Company
     filed the following current reports on Form 8-K:
  

      -  Filed January 9, 1998, under Item 5.




<PAGE>                      -29-
                                                            
                         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: May 11, 1998                   By:  /s/ Domenico Cecere
                                     Domenico Cecere
                                     Senior Vice President and  
                                     Chief Financial Officer
                                     (as duly authorized officer)



Date: May 11, 1998                   By:  /s/ Steven J. Strobel
                                     Steven J. Strobel
                                     Vice President and Controller







<PAGE>                       -30-
                                                            
                        EXHIBIT INDEX
                              
Exhibit
Number         Document Description

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

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

(3) Articles of Incorporation and By-Laws.

      (i) Certificate of Incorporation of Owens Corning,  as
          amended  (incorporated  herein  by  reference   to
          Exhibit  (3)(i) to the Company's quarterly  report
          on  Form  10-Q (File No. 1-3660) for  the  quarter
          ended March 31, 1997).

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

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

(10)   Material Contracts.

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

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

(27)   Financial Data Schedule (filed herewith).

(99)   Additional Exhibits.

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