SECURITIES AND EXCHANGE COMMISSION
                               
                   Washington, D. C.  20549
                               
                               
                           FORM 10-Q
                               
       Quarterly Report Pursuant to Section 13 or 15(d)
            of the Securities Exchange Act of 1934
                               
           For the Quarter Ended September 30, 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 September 30, 1998
                               
                            54,247,937
                               
                               
                               
                               
<PAGE>                      - 2 -

                OWENS CORNING AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF INCOME
                          (unaudited)

<TABLE>
<S>                                 <C>     <C>       <C>     <C> 
                                        Quarter         Nine Months
                                         Ended             Ended
                                     September 30,     September 30,
                                     1998     1997     1998    1997
                              (In millions of dollars, except share data)

NET SALES                           $1,324  $1,238    $3,747  $3,130
COST OF SALES (Note 3)               1,060     971     2,983   2,401

 Gross margin                          264     267       764     729

OPERATING EXPENSES (Note 3)

 Marketing and administrative 
   expenses                            138     144       419     388
 Science and technology expenses        14      16        43      50
 Restructure costs                      30       -       117       -
 Other                                  67       9        81       5

   Total operating expenses            249     169       660     443

Gain on sale of assets (Note 4)        292       -       376       -

INCOME FROM OPERATIONS                 307      98       480     286

Cost of borrowed funds                  37      36       110      78

INCOME BEFORE PROVISION
 FOR INCOME TAXES                      270      62       370     208

Provision for income taxes (Note 6)    132       6       159      51

INCOME BEFORE MINORITY INTEREST
 AND EQUITY IN NET INCOME OF
 AFFILIATES                            138      56       211     157

Minority interest                       (4)     (2)      (14)     (6)

Equity in net income of affiliates 
  (Note 4)                               1       5         5      13

INCOME BEFORE EXTRAORDINARY
 ITEM                                  135      59       202     164

Extraordinary loss (Note 5)            (39)      -       (39)      -

NET INCOME                           $  96   $  59     $ 163   $ 164
</TABLE>




<PAGE>                        - 3 -

                 OWENS CORNING AND SUBSIDIARIES
             CONSOLIDATED STATEMENT OF INCOME (Continued)
                           (unaudited)
<TABLE>
<S>                                   <C>     <C>       <C>       <C> 

                                           Quarter        Nine Months
                                            Ended            Ended
                                        September 30,    September 30,
                                        1998     1997    1998     1997
                                  (In millions of dollars, except share data)

NET INCOME (LOSS) PER COMMON SHARE
  (Note 10)

Basic:

  Income before extraordinary item     $ 2.51  $ 1.11    $ 3.76    $ 3.11

  Extraordinary loss (Note 5)            (.72)      -      (.72)        -

  Net income per share                 $ 1.79  $ 1.11    $ 3.04    $ 3.11

Diluted:

  Income before extraordinary item     $ 2.32  $ 1.05    $ 3.53    $ 2.92

  Extraordinary loss (Note 5)            (.66)      -      (.66)        -

  Net income per share                 $ 1.66  $ 1.05    $ 2.87    $ 2.92

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

  Basic                                  53.8    53.1      53.6      52.8
  Diluted                                59.2    58.3      58.8      58.1
</TABLE>





<PAGE>                        - 4 -

                 OWENS CORNING AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEET
                           (unaudited)

<TABLE>
<S>                                       <C>            <C>
                                        September 30,   December 31,
                                            1998            1997
ASSETS                                   (In millions of dollars)

CURRENT

 Cash and cash equivalents (Note 4)        $  540         $  58
 Receivables                                  542           432
 Inventories (Note 7)                         495           503
 Insurance for asbestos litigation
  claims - current portion (Note 11)          125           100
 Deferred income taxes                        146           160
 Assets held for sale (Note 4)                  -            41
 Income tax receivable                        115            96
 Other current assets                          44            38

   Total current                            2,007         1,428

OTHER

 Insurance for asbestos litigation
  claims (Note 11)                            286           357
 Asbestos costs to be reimbursed 
   - Fibreboard (Note 11)                      85           116
 Deferred income taxes                        257           328
 Goodwill (Note 3)                            764           778
 Investments in affiliates (Notes 3 and 4)     39            52
 Other noncurrent assets                      218           184

   Total other                              1,649         1,815

PLANT AND EQUIPMENT, at cost                3,417         3,585
 Less--Accumulated depreciation            (1,808)       (1,832)

   Net plant and equipment                  1,609         1,753

TOTAL ASSETS                               $5,265        $4,996
</TABLE>




<PAGE>                            - 5 -

                      OWENS CORNING AND SUBSIDIARIES
                  CONSOLIDATED BALANCE SHEET (Continued)
                               (unaudited)
                                
                                
                                         September 30,   December 31,
                                             1998            1997
                                          (In millions of dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT
 Accounts payable and accrued liabilities    $  832         $  814
 Reserve for asbestos litigation claims -
  current portion (Note 11)                     350            350
 Short-term debt                                 77             23
 Long-term debt - current portion                13            120

   Total current                              1,272          1,307

LONG-TERM DEBT (Note 5)                       2,193          1,595

OTHER
 Reserve for asbestos litigation claims 
   (Note 11)                                  1,026          1,320
 Asbestos-related liabilities - 
   Fibreboard (Note 11)                          92            123
 Other employee benefits liability              320            335
 Pension plan liability                          56             65
 Other                                          351            165

   Total other                                1,845          2,008

COMPANY OBLIGATED SECURITIES
 OF ENTITIES HOLDING SOLELY
 PARENT DEBENTURES (Note 5)                     194            503

MINORITY INTEREST                                21             24

STOCKHOLDERS' EQUITY
 Common stock                                   678            657
 Deficit                                       (891)        (1,041)
 Accumulated other comprehensive income 
   (Note 9)                                     (32)           (40)
 Other                                          (15)           (17)

   Total stockholders' equity                  (260)          (441)

TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                      $5,265         $4,996




<PAGE>                         - 6 -
                  OWENS CORNING AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CASH FLOWS
                            (unaudited)
<TABLE>
<S>                                      <C>     <C>          <C>     <C>    
                                
                                
                                             Quarter          Nine Months
                                              Ended              Ended
                                           September 30,      September 30,
                                           1998     1997      1998     1997
                                               (In millions of dollars)
NET CASH FLOW FROM OPERATIONS

 Net income                               $  96   $  59       $ 163   $ 164
 Reconciliation of net cash provided
  by operating activities:
  Noncash items:
   Provision for depreciation and
     amortization                            48      45         147     121
   Provision for deferred income taxes       90       4          85      60
   Extraordinary loss from early 
     retirement of debt (Note 5)             39       -          39       -
   Gain on sale of assets (Note 4)         (292)      -        (376)      -
   Other (Note 3)                           115      (5)        112     (12)
  (Increase) decrease in receivables         18     (40)       (151)   (203)
  (Increase) decrease in inventories         10      47         (30)    (45)
  Increase (decrease) in accounts
   payable and accrued liabilities           40     (30)         16    (120)
  Increase (decrease) in accrued 
    income taxes                            (65)     (2)         10     (28)
  Proceeds from insurance for asbestos
   litigation claims, excluding Fibreboard   24      29          46      93
  Payments for asbestos litigation claims,
   excluding Fibreboard                     (70)    (62)       (294)   (247)
  Other                                      86      42          97     (15)

      Net cash flow from operations         139      87        (136)   (232)

NET CASH FLOW FROM INVESTING

 Additions to plant and equipment           (59)    (44)       (180)   (175)
 Investment in subsidiaries, net of
  cash acquired (Note 4)                      -    (527)          -    (547)
 Proceeds from the sale of affiliate
  or business (Note 4)                      528       -         662       -
 Other                                        -      (1)        (19)    (10)
                                
      Net cash flow from investing       $  469   $(572)      $ 463  $ (732)
                                
</TABLE>
                                
                                
                                


<PAGE>                        - 7 -

                 OWENS CORNING AND SUBSIDIARIES
         CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
                           (unaudited)
<TABLE>
<S>                                       <C>     <C>       <C>     <C>    
                                
                                
                                           Quarter           Nine Months
                                            Ended              Ended
                                         September 30,       September 30,
                                         1998     1997       1998     1997
                                              (In millions of dollars)

NET CASH FLOW FROM FINANCING (Note 5)

 Net additions to long-term 
   credit facilities                       $ 365   $ 709    $  (9)  $ 992
 Other additions to long-term debt           423      21      993     157
 Other reductions to long-term debt         (480)   (147)    (493)   (188)
 Net increase (decrease) in 
   short-term debt                           (48)    (91)      48     (29)
 Repurchase of Trust Preferred Hybrid 
   Securities                               (309)      -     (309)      -
 Premium payments on early retirement 
   of debt                                   (62)      -      (62)      -
 Dividends paid                               (4)     (3)     (12)    (10)
 Other                                         5     (13)      (1)      8

      Net cash flow from financing          (110)    476      155     930

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

Net increase (decrease) in cash
 and cash equivalents                        498     (10)     482     (36)

Cash and cash equivalents at
 beginning of period                          42      19       58      45

Cash and cash equivalents at end
 of period (Note 4)                        $ 540    $  9    $ 540    $  9
</TABLE>
                                



                                
<PAGE>                        - 8 -

                 OWENS CORNING AND SUBSIDIARIES
    QUARTERLY INFORMATION ON INDUSTRY AND GEOGRAPHIC SEGMENTS
                           (unaudited)
<TABLE>
<S>                                <C>     <C>       <C>     <C>                            
                                
                                
                                      Quarter        Nine Months
                                       Ended            Ended
                                    September 30,    September 30,
                                    1998     1997    1998     1997
1.  SEGMENT DATA                         (In millions of dollars)

NET SALES

Industry Segments

 Building Materials
  United States                     $ 942   $ 807     $2,553  $1,907
  Europe                               63      74        198     220
  Canada and other                     55      73        160     145

   Total Building Materials         1,060     954      2,911   2,272

 Composite Materials
  United States                       143     150        449     449
  Europe                               85      91        282     291
  Canada and other                     36      43        105     118

   Total Composite Materials          264     284        836     858

Intersegment sales
 Building Materials                     -       -          -       -
 Composite Materials                   29      28         87      83
 Eliminations                         (29)    (28)       (87)    (83)

   Net sales                       $1,324  $1,238     $3,747  $3,130

Geographic Segments

 United States                     $1,085  $  957     $3,002  $2,356
 Europe                               148     165        480     511
 Canada and other                      91     116        265     263

   Total                           $1,324  $1,238     $3,747  $3,130

Intersegment sales
 United States                         35      28        105      88
 Europe                                 5       9         15      25
 Canada and other                      16      18         45      66
 Eliminations                         (56)    (55)      (165)   (179)

   Net sales                       $1,324  $1,238     $3,747  $3,130

</TABLE>





<PAGE>                        - 9 -

                 OWENS CORNING AND SUBSIDIARIES
    QUARTERLY INFORMATION ON INDUSTRY AND GEOGRAPHIC SEGMENTS
                           (Continued)
                           (unaudited)
<TABLE>
<S>                                     <C>      <C>        <C>       <C>    
                                
                                        Quarter Ended     Nine Months Ended
                                        September 30,        September 30,
                                        1998     1997        1998     1997
                                            (In millions of dollars)
1. SEGMENT DATA (Continued)

INCOME (LOSS) FROM OPERATIONS

Industry Segments

 Building Materials
  United States                          $  57    $  76      $ 147    $ 183
  Europe                                    (7)       -        (20)       7
  Canada and other                         (30)       5        (32)       9

   Total Building Materials                 20       81         95      199

 Composite Materials
  United States                            347       40        437      134
  Europe                                    (7)      (4)       (21)       2
  Canada and other                          (4)      (2)        (2)      (1)

   Total Composite Materials               336       34        414      135

 General corporate expense                 (49)     (17)       (29)     (48)

   Income from operations                  307       98        480      286

 Cost of borrowed funds                    (37)     (36)      (110)     (78)

   Income before provision
     for income taxes                    $ 270    $  62      $ 370    $ 208

Geographic Segments

  United States                          $ 404    $ 116      $ 584    $ 317
  Europe                                   (14)      (4)       (41)       9
  Canada and other                         (34)       3        (34)       8
  General corporate expense                (49)     (17)       (29)     (48)

   Income from operations                  307       98        480      286

 Cost of borrowed funds                    (37)     (36)      (110)     (78)

   Income before provision
     for income taxes                    $ 270    $  62      $ 370    $ 208
</TABLE>







<PAGE>                       - 10 -

                 OWENS CORNING AND SUBSIDIARIES
    QUARTERLY INFORMATION ON INDUSTRY AND GEOGRAPHIC SEGMENTS
                           (Continued)
                           (unaudited)


Income  from operations for the quarter ended September  30,  1998
includes  a  pretax  charge of $148 million for restructuring  and
other  actions as well as a pretax net gain of $292 from the  sale
of  certain businesses. The impact of these special items  was  to
reduce income from operations for Building Materials in the United
States,  Europe, and Canada and other by $62 million, $12  million
and  $32 million, respectively;  reduce income from operations for
Composite Materials in Europe and Canada and other by $11  million
and $10 million, respectively; increase income from operations for
Composite Materials in the United States by $308 million;  and  to
increase  general corporate expense by $37 million.   Income  from
operations  for the nine months ended September 30, 1998  includes
the  items  above as well as the following items  from  the  first
quarter  of 1998: a pretax charge of $95 million for restructuring
and  other actions and a pretax gain of $84 million from the  sale
of  the  Company's  50% ownership interest in Alpha/Owens-Corning.
The  impact  of  these  special items was to  reduce  income  from
operations  for  Building Materials in the United States,  Europe,
and  Canada and other by $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 decrease general corporate  expense  by  $54
million.







<PAGE>                      - 11 -

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

2. GENERAL

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

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

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

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

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





<PAGE>                    - 12 -

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

3. RESTRUCTURING OF OPERATIONS AND OTHER ACTIONS (Continued)

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

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

The  $95 million pretax charge in the first quarter of 1998 was
comprised  of  an  $87  million  charge  associated  with   the
restructuring  of  the Company's business segments  and  an  $8
million  charge associated with other actions. The $87  million
restructure charge has been classified as a separate  component
of  operating expenses on the Company's consolidated  statement
of  income  while  the $8 million charge for other  actions  is
comprised  of  a $5 million charge to cost of sales  and  a  $3
million  charge to marketing and administrative expenses.   The
components  of the restructure charge include $81  million  for
personnel reductions and $6 million for the divestiture of non-
strategic  businesses  and  facilities,  of  which  $2  million
represents exit cost liabilities, comprised primarily of  lease
commitments.    The   $81  million  for  personnel   reductions
represents  severance costs associated with the elimination  of
approximately 1,500 positions worldwide.  The primary  employee
groups    affected   include   manufacturing   and    corporate
administrative   personnel.   As   of   September   30,   1998,
approximately $43 million has been paid and charged against the
reserve  for personnel reductions, representing the elimination
of   approximately  1,500  employees,  the  majority  of  whose
severance  payments will be made over the course of  1998,  and
approximately  $2  million has been charged against  exit  cost
liabilities. No adjustments have been made to the liability.

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

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   September   30,   1998,
approximately $17 million has been paid and charged against the
reserve  for personnel reductions, representing the elimination
of approximately 550 employees, the majority of whose severance
payments   will  be  made  over  the  course   of   1998,   and
approximately  $8  million has been charged against  exit  cost
liabilities.  No adjustments have been made to the liability.





<PAGE>                      - 13 -

                OWENS CORNING AND SUBSIDIARIES
                               
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (Continued)
                               
3. RESTRUCTURING OF OPERATIONS AND OTHER ACTIONS (Continued)

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

The following table summarizes the  status  of  the  liabilities  
from  the  restructure  program   described   above,   including 
cumulative spending and adjustments and the remaining balance as 
of September 30, 1998:


<TABLE>
<S>                       <C>       <C>       <C>       <C>           <C>  
(In millions of dollars)  Initial   6/30/98             3rd Quarter   9/30/98
                          Balance   Balance   Charges     Reserve     Balance

Personnel Costs            $ 106     $ 57     $(11)       $ 9         $ 55
Facility and Business 
  Exit Costs                  15        7       (2)         1            6
Other                          2        -        -          -            -   

Total                      $ 123     $ 64     $(13)       $10         $ 61     


4.   ACQUISITIONS AND DIVESTITURES OF BUSINESSES

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

The following unaudited table presents the pro forma results of
operations for the quarter and nine months ended September  30,
1997,  assuming  the acquisitions of Fibreboard  and  AmeriMark
occurred  at the beginning of the periods presented.   The  pro
forma impact of all other acquisitions during  1997,  excluding




<PAGE>                     - 14 -

               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
4.   ACQUISITIONS AND DIVESTITURES OF BUSINESSES (Continued)

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


</TABLE>
<TABLE>
<S>                                   <C>       <C>        <C>      <C>
                                           Quarter           Nine Months
                                            Ended              Ended
                                        September 30,       September 30,
                                        1998     1997       1998     1997
                                   (In millions of dollars, except share data)

Net sales                              $ 1,324  $ 1,362    $ 3,747  $ 3,798
Income from continuing operations          135       53        202      147
Diluted earnings per share from
 continuing operations                 $  2.32  $   .95    $  3.53  $  2.63

</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.  The Company collected  approximately  $3
million of this note receivable during the third quarter  of
1998.

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

During   the  third  quarter,  the  Company  formed  a joint 
venture for its yarns  and specialty materials business (the 
"yarns business") to which it contributed two  manufacturing 
plants and certain proprietary technology.  On September 30,  
1998, the Company completed the sale of  51%  of  the  joint   
venture to a U.S. subsidiary of Groupe Porcher Industries of  
Badinieres,  France  for  approximately  $340  million.  The 
Company  continues  to  have a 49% ownership interest in the 
joint venture.  Upon closing, the Company  also  received  a  
distribution  of  approximately  $191 million from the joint 
venture.   As  a  result  of  the  sale  of 51% of the yarns 
business and the receipt of the distribution from the  joint 
venture, the Company recorded a pretax gain of approximately 
$312 million.  With sales of approximately $300  million  in  
1997,  the  Company's  yarns business was the world's second 
largest producer of glass yarns, and the largest producer of 
fine yarns.   Proceeds from the sale were used to reduce the 
borrowings  under  the  Company's long-term revolving credit 
facility in early October 1998.

The consolidated balance sheet of the Company as of September
30, 1998  reflects  the  disposition  of  the Company's yarns 
business on that date. The results of operations of the yarns 
business  are  reflected  in   the   Company's   consolidated 
statement  of  income through the period ending September 30,  
1998. For the nine months ended September 30, 1998, the yarns 
business recorded sales of approximately $205 million and net  
income of approximately $36 million.  Effective September 30,  
1998, the Company will account for its ownership  interest in 
the yarns joint venture under the equity method.   Due to the 
joint venture's distribution of a dividend to the partners in 
excess of the joint venture's total equity  on  September 30, 
1998,  the  joint  venture  is in an equity deficit position.  
Accordingly,  the  Company  will not record any equity in the 
net income of the joint venture until  such time as the joint 
venture has positive equity.

Additionally, during the third quarter of 1998, the  Company
sold  its Kitsons distribution business in the U.K. and  its
windows  manufacturing business in the U.S. and  recorded  a
pretax loss of approximately $20 million.




<PAGE>                     - 15 -

               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
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
September 30, 1998.  As of September 30, 1998, $236  million
of  this facility was used for standby letters of credit and
$674  million was unused.  The average rate of  interest  on
this facility was 5.9% at September 30, 1998.

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




<PAGE>                     - 16 -

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

5. LONG-TERM DEBT (Continued)

The proceeds from the issuance of the Notes, net of issuance
costs,  were  approximately $546 million.  The Company  used
the  net  proceeds  to repay a portion  of  the  outstanding
borrowings  under  its long-term revolving credit  agreement
during the second quarter of 1998.

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

Early  in  the third quarter of 1998, the Company  commenced
cash  tender  offers (the "tender offers") for an  aggregate
principal  amount  of $450 million for  the  following  debt
securities: the $150 million aggregate principal  amount  of
the  Company's 8 7/8% Debentures due 2002, the $150  million
aggregate   principal  amount  of  the  Company's   9   3/8%
Debentures   due  2012,  and  the  $150  million   aggregate
principal  amount of the Company's 10% Debentures due  2001.
The tender offers were completed on August 3, 1998 and as of
that  date,  approximately $361 million of these  Debentures
had been tendered.  In connection with this early retirement
of  debt,  the  Company paid premiums of  approximately  $62
million,   incurred  non-cash  costs  of  approximately   $2
million, and recorded an extraordinary loss of approximately
$39  million, or $.66 per share, net of related income taxes
of $25 million.

In  August 1998, the Company repurchased its $309 million of
Trust  Preferred Hybrid Securities which had been issued  in
October 1997 as payment for the Company's acquisition of the
assets of AmeriMark.  Additionally, during the third quarter
of  1998,  the  Company repaid $100 million  of  debt  which
matured in August 1998.  These transactions were financed by
a combination of newly issued debt securities and borrowings
from the Company's long-term revolving credit agreement.




<PAGE>                     - 17 -

               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           Nine Months
                                             Ended               Ended
                                          September 30,      September 30,
                                          1998     1997      1998     1997

U.S. federal statutory rate                35%      35%       35%      35%
State and local income taxes                6        3         5        3
Operating losses of foreign 
  subsidiaries                              6        -         6        -
Foreign tax credits                         -       (4)        -       (2)
Conclusion of prior year tax audits         -      (10)        -       (2)
Effect of change in state tax rates         -       (9)        -       (3)
Adjustment of deferred tax
 asset valuation allowance                  -        -         -       (4)
Special tax election (a)                    -        -        (3)       -
Other                                       2       (7)        -       (3)

Effective tax rate                         49%       8%       43%      24%

</TABLE>

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

 7. INVENTORIES

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

  Finished goods                        $   398          $ 363

  Materials and supplies                    157            214

  FIFO inventory                            555            577

  Less:  Reduction to LIFO basis            (60)           (74)

                                        $   495          $ 503
</TABLE>

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




<PAGE>                     - 18 -

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

8.  CONSOLIDATED STATEMENT OF CASH FLOWS

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


<TABLE>
<S>                           <C>      <C>    <C>       <C>   
                                 Quarter        Nine Months
                                  Ended           Ended
                               September 30,   September 30,
                               1998     1997   1998     1997
                                 (In millions of dollars)

Income taxes                  $ (1)      9   $ (82)     18
Cost of borrowed funds          15      18      87      64
</TABLE>

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

During  the  first nine months of 1998, gross  payments  for
asbestos   litigation   claims   against   Fibreboard   were
approximately $91 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  nine
months   of   1998,   Fibreboard  also  reached   settlement
agreements    with    plaintiffs   for   amounts    totaling
approximately $60 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
September  30,  1998  and  1997 was  $112  million  and  $44
million,  respectively.  For the nine months ended September
30, 1998 and 1997, comprehensive income was $171 million and
$142  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.


<PAGE>                   - 19 -

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

10.  EARNINGS PER SHARE

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

                                        Quarter Ended    Nine Months Ended
                                        September 30,      September 30,
                                        1998     1997      1998     1997
                                   (In millions of dollars, except share data)
Net income used for basic 
  earnings per share                   $  96    $  59     $ 163     $ 164
Net income effect of assumed 
  conversion of debt and 
  preferred securities                     2        2         6         6

Net income used for diluted 
  earnings per share                   $  98    $  61     $ 169     $ 170

Weighted average number of 
  shares outstanding used for 
  basic earnings per share 
  (thousands)                         53,820   53,050    53,588    52,769
Deferred awards and stock options        791      693       675       739
Shares from assumed conversion of 
  debt and preferred securities        4,566    4,566     4,566     4,566

Weighted average number of shares 
  outstanding and common equivalent 
  shares used for diluted earnings
  per share (thousands)               59,177   58,309    58,829    58,074





<PAGE>                     - 20 -
                                                            
               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  September  30, 1998, approximately 196,300  asbestos
personal  injury claims were pending against Owens  Corning,
of which approximately 27,100 were received during the first
three  quarters of 1998.  The Company received approximately
36,500 such claims in 1997 and 36,300 in 1996.

From  the  inception  of  the  asbestos  litigation  through
September 30, 1998, Owens Corning resolved (by settlement or
otherwise)  approximately 208,130 asbestos  personal  injury
claims.   In  addition, the 196,300 claims  pending  against
Owens Corning as of September 30, 1998 include 13,000 claims
which are covered by existing settlement agreements and will
be  processed  for  future payment  after  the  Company  has
received satisfactory releases from the claimants.    During
1995,  1996  and 1997, Owens Corning resolved  approximately
62,000  asbestos  personal injury claims, over  99%  without
trial.  As previously reported, total indemnity payments for
these  62,000 claims, including future installment payments,
are  expected to be $858 million (an average of $13,800  per
claim).    Owens  Corning's  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 $365 million in 1998.

Recent Developments

To  address  the uncertainties associated with the  asbestos
personal  injury litigation, including the  rising  cost  of
resolving  mesothelioma claims, the Company has developed  a
National Settlement Program ("NSP").  The NSP is designed to
better  manage Owens Corning's asbestos liability, and  that
of  Fibreboard, and to better control the timing and  amount
of  indemnity  payments for both pending and future  claims.
The NSP involves an effort to negotiate long-term settlement
agreements with over 50 plaintiffs' law firms resolving,  in
the  aggregate, a substantial majority of the pending claims
against  Owens  Corning, and a similar number of  Fibreboard
claims,    and   establishing   administrative    processing
arrangements  for  the resolution of future  claims  without
litigation.





<PAGE>                     - 21 -
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

11.       CONTINGENT LIABILITIES (Continued)

ITEM A.  OWENS CORNING (EXCLUDING FIBREBOARD) (Continued)

Under  the  NSP, each participating law firm  would  sign  a
long-term  settlement agreement ("NSP Agreement")  providing
for  the  resolution  of claims pending against  both  Owens
Corning  and  Fibreboard  as of  a  specified  date,  for  a
settlement  amount to be negotiated with each  participating
firm.   Settlement amounts will vary based on  a  number  of
factors, including the type and severity of disease and  the
extent  of exposure of the claimants to Owens Corning and/or
Fibreboard products.  Settlement payments for these  pending
cases would be made over a period of up to five years,  with
most  payments  occurring in 1999 and  2000.   All  payments
would  be  subject to satisfactory evidence of a  qualifying
medical   condition,  exposure  to  Owens   Corning   and/or
Fibreboard  products and delivery of customary  releases  by
each claimant.

Under  each  NSP Agreement, a participating firm would  also
agree  (consistent  with applicable legal  requirements)  to
resolve  any future asbestos personal injury claims  against
Owens   Corning  or  Fibreboard  through  an  administrative
processing arrangement, rather than litigation.  Under  such
arrangement, no settlement payment would be made for  future
claims   unless   specified  medical  criteria   and   other
requirements  were met, and the amount of any  such  payment
would  be  a  specified cash settlement value based  on  the
disease  of the claimant and other factors.  In the case  of
future claims not involving malignancy, such criteria  would
require medical evidence of functional impairment.

Payment   for   future   claims  under  the   administrative
processing  arrangement would begin in  2001.   Payment  for
such  claims  would be subject to an agreed  upon  aggregate
annual cash flow "cap" limiting Owens Corning's payments  in
each  year of the NSP Agreements.  The NSP Agreements  would
have  a  term  of at least 10 years and may be  extended  by
mutual agreement of the parties.

Owens  Corning  would have the right to terminate  each  NSP
Agreement if, in its sole discretion, the NSP Agreements  in
the  aggregate do not resolve a sufficient number of pending
claims.   In  making its judgment about whether  to  proceed
with  the NSP, Owens Corning also intends to consider, among
other factors, the average settlement values by disease, the
timing   and   amount  of  settlement  payments,   and   the
availability and terms of any financing that may be required
to implement the program.

Each  NSP  Agreement  would terminate  automatically  as  to
Fibreboard if the Global Settlement discussed below receives
final   court   approval.   Under  the  Global   Settlement,
Fibreboard would be protected by an injunction from asbestos
personal   injury   claims  and  should  have   no   further
liabilities  for pending or future asbestos personal  injury
claims.  If  the  Global  Settlement  receives  final  court
approval,  the  NSP Agreements would remain in  effect  with
regard  to  Owens  Corning, whose share of the  total  costs
under  each agreement would remain unchanged.  If the Global
Settlement  does  not receive such approval,  the  Insurance
Settlement  will  become  effective.   Under  the  Insurance
Settlement   (which  has  received  final  court   approval)
Fibreboard will have access to assets of approximately  $1.8
billion, to be used to resolve pending and future Fibreboard
claims.   The Global Settlement and the Insurance Settlement
are  discussed  in  greater detail  in  Item  B  below.   In
addition, each of Owens Corning and Fibreboard would  retain
the  right to terminate any individual NSP Agreement, if  in
any   year  more  than  a  specified  number  of  plaintiffs
represented  by the plaintiffs' firm in question  had  opted
out of such agreement.





<PAGE>                     - 22 -
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

11.       CONTINGENT LIABILITIES (Continued)

ITEM A.  OWENS CORNING (EXCLUDING FIBREBOARD) (Continued)

Over  the past several months, Owens Corning has engaged  in
discussions with over 50 plaintiffs' law firms about the NSP
and  expects to conclude such discussions with a significant
number of those firms in the fourth quarter of 1998.   Based
on  its  progress to date in such discussions, Owens Corning
believes there are reasonable prospects for implementing the
NSP in 1998 on a basis satisfactory to it and to Fibreboard.
However, there can be no assurance that this will occur.

Tobacco

Owens Corning believes that it has spent significant amounts
to  resolve claims of asbestos claimants whose injuries were
caused or contributed to by cigarette smoking, and that  the
major  tobacco  companies should be  required  to  reimburse
asbestos  defendants, in whole or in part, for past payments
made  to  asbestos  claimants who were  also  smokers.   The
Company  is pursuing this objective through both legislative
lobbying  efforts and litigation.  As widely  reported,  the
United  States  Senate did consider legislation  during  the
first  half of 1998 which would have included provisions  in
the  proposed national tobacco settlement to compensate past
and   future  asbestos  plaintiffs  who  also  suffer   from
smoking-related  illnesses.  Because the  present  prospects
for  any  such  legislation are uncertain,  the  Company  is
increasing  its  litigation  efforts  against  the   tobacco
companies.

On  October 9, 1998 the Circuit Court for Jefferson  County,
Mississippi granted leave to file an amended complaint in an
existing action to add claims by Owens Corning against seven
leading tobacco companies and several other tobacco industry
defendants.   In  addition  to the  Mississippi  lawsuit,  a
lawsuit  brought  in  December 1997  by  Owens  Corning  and
Fibreboard  is  pending in the Superior  Court  for  Alameda
County, California against the same major tobacco companies.
Pursuant to the court's order, Fibreboard and Owens  Corning
filed  their  amended  complaint on August  28,  1998.   The
defendants  filed  challenges to  certain  portions  of  the
complaint on September 28, 1998.  Responses by Owens Corning
and  Fibreboard to those challenges were filed  October  28,
1998,  and a hearing is set for November 20, 1998.  In  both
cases,  Owens Corning and Fibreboard seek monetary  recovery
for,  among other things, a portion of the payments made  to
persons who brought asbestos claims and were also smokers.

PFT Litigation

As  previously reported, in 1996 Owens Corning filed suit in
federal  court in New Orleans, Louisiana against the  owners
and   operators   of  certain  pulmonary  function   testing
laboratories in the southeastern United States alleging that
many   pulmonary  function  tests  ("PFTs")  used  in   mass
screening   programs   were  improperly   administered   and
manipulated   by   the  testing  laboratory   or   otherwise
inconsistent with proper medical practice.  This  matter  is
now  in active pre-trial discovery and the court has set  an
April 1999 trial date.  In January 1997, Owens Corning filed
a  similar  suit  in  federal court in Jackson,  Mississippi
against the owner of an additional testing laboratory.  This
suit  is in the discovery phase.  The Company believes  that
these  lawsuits have been helpful in raising  the  standards
for medical screening of asbestos claims.






<PAGE>                     - 23 -
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

11.       CONTINGENT LIABILITIES (Continued)

ITEM A.  OWENS CORNING (EXCLUDING FIBREBOARD) (Continued)

Indemnity and Defense Payments

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  $365  million  in  1998.   As  previously
reported,  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.

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

Insurance

As  of  September 30, 1998, Owens Corning had  approximately
$186  million  in  unexhausted insurance  coverage  (net  of
deductibles   and  self-insured  retentions  and   excluding
coverage  issued by insolvent carriers) under its  liability
insurance  policies applicable to asbestos  personal  injury
claims.   This insurance, which is substantially  confirmed,
includes both products hazard coverage and primary level non-
products  coverage.   Portions  of  this  coverage  are  not
available  until 1999 and beyond under agreements  with  the
carriers  confirming such coverage.  All of Owens  Corning's
liability  insurance policies cover indemnity  payments  and
defense  fees  and  expenses subject  to  applicable  policy
limits.





<PAGE>                    - 24 -
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

11.       CONTINGENT LIABILITIES (Continued)

ITEM A.  OWENS CORNING (EXCLUDING FIBREBOARD) (Continued)
      
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  and  an
additional $1.1 billion charge to income (before taking into
account  probable non-products insurance recoveries)  during
1996.   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.  In establishing the additional reserve in 1996, Owens
Corning took into account the information available to it at
that  time  including,  among other things,  the  effect  of
federal court decisions relating to punitive damages and the
certification  of  class  actions  in  asbestos  cases,  its
discussions  with  a  substantial group of  plaintiffs'  law
firms  in  connection  with global class  action  settlement
negotiations,  the results of its continuing  investigations
of  medical screening practices of the kind at issue in  the
PFT  lawsuits described above, the prospects for federal and
state  tort  reform, the continued rate of case  filings  at
historically  high  levels,  and additional  information  on
filings received during the 1993-1995 period.

Subject  to  the  uncertainties  referred  to  below,  Owens
Corning  currently estimates that its liabilities in respect
of  indemnity and defense costs associated with pending  and
unasserted   asbestos  personal  injury  claims,   and   its
insurance  recoveries  in respect of  such  claims,  are  as
follows:

                                   September 30,  December 31,
                                       1998          1997
                                    (In millions of dollars)

Reserve for asbestos 
  litigation claims
    Current                          $     350   $     350
    Other                                1,026       1,320
      Total Reserve                  $   1,376   $   1,670

Insurance for asbestos 
  litigation claims
    Current                           $    125   $     100
    Other                                  286         357
      Total Insurance                 $    411   $     457
    
Net Owens Corning Asbestos Liability  $    965   $   1,213




<PAGE>                     - 25 -
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

11.      CONTINGENT LIABILITIES  (Continued)

ITEM A.  OWENS CORNING (EXCLUDING FIBREBOARD) (Continued)

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 the outcome of Owens Corning's  current
negotiations  relating  to the National  Settlement  Program
discussed above; Owens Corning's success in controlling  the
costs  of resolving mesothelioma claims; the outcome of  the
Company's lawsuits against various tobacco companies  (which
may  result  in  some  recovery by asbestos  defendants  for
payments to claimants who were also smokers); future federal
legislative  developments relating  to  a  national  tobacco
settlement;  the impact of the reentry into the tort  system
in  1997  of  the asbestos defendants participating  in  the
Center for Claims Resolution; and the outcome of the Supreme
Court's  decision  with  respect to  the  Fibreboard  Global
Settlement, which is expected in the course of 1999.

In  the first three quarters of 1998, Owens Corning achieved
considerable   success   in   reducing   adverse   verdicts,
particularly  in  mesothelioma  cases,  by  refocusing   its
defense  resources  on  such  cases.   However,  anticipated
reductions  in  the number of new asbestos  personal  injury
claims  received  have  not  occurred,  and  mass  screening
programs  to  identify  potential plaintiffs  appear  to  be
continuing.   Recent  developments  also  suggest  that  the
prospects  for new federal and state tort reform legislation
have  been  reduced.   In addition, recent  court  decisions
appear  to have reduced the prospects for success of efforts
to  achieve a global class action settlement of all  pending
and  future  asbestos personal injury claims  against  Owens
Corning.  The reduced prospects for use of the global  class
action   approach  to  resolve  such  claims  suggest   that
resolution  of  large  numbers of asbestos  personal  injury
claims   can   be   achieved  only  by  private   settlement
agreements,  such as those contemplated by  the  NSP.   Such
agreements  can  definitively resolve  pending  claims,  but
would  provide less certainty than the class action approach
in  resolving future claims.  Owens Corning will continue to
review  the  adequacy  of its estimate  of  liabilities  and
insurance  in connection with the preparation  of  its  1998
financial statements in light of  the status of the National
Settlement Program (and any effect on such estimate  of  the
settlement  values  and  other  financial  terms   of   such
program), the results of its efforts to control the costs of
mesothelioma  settlements and other  relevant  factors,  and
will 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 such additional  costs  will  not
impair  the  ability of the Company to meet its obligations,
to  reinvest  in  its businesses, or to  pursue  its  growth
agenda.






<PAGE>                     - 26 -
                                                            
               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  September  30, 1998, approximately 128,000  asbestos
personal  injury  claims  were pending  against  Fibreboard,
25,600 of which were received in the first three quarters of
1998.   Fibreboard received approximately 33,000 such claims
in  1997 and 32,900 in 1996.  These claims and most  of  the
pending  claims  are  made  against  the  Fibreboard  Global
Settlement  Trust  and are subject to the Global  Settlement
injunction  discussed below.  During 1995,  1996  and  1997,
Fibreboard  resolved approximately 20,100 asbestos  personal
injury  claims  and  incurred  indemnity  payments  of  $257
million (an average of about $12,800 per case).

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

As  of  September  30, 1998, amounts payable  under  various
asbestos  claim  settlement  agreements  were  $92  million.
These  amounts are payable either from the Settlement  Trust
discussed  below or directly by the insurers.   Amounts  due
from  insurers  in  payment of these  or  past  claims  paid
directly  by  Fibreboard, as of September 30, 1998  are  $85
million.

Global Settlement

During 1993, Fibreboard, its insurers and representatives of
a  class  of  future  asbestos plaintiffs  who  have  claims
arising from asbestos prior to August 27, 1993, entered into
the   Global   Settlement.   Under  the  Global  Settlement,
Fibreboard would be protected by an injunction from asbestos
personal  injury claims, and should have no further asbestos
personal  injury liabilities.  On July 26,  1996,  the  U.S.
Fifth   Circuit  Court  of  Appeals  affirmed   the   Global
Settlement by a majority 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
class  action certification requirements of Federal Rule  of
Civil Procedure 23. On January 27, 1998, a panel of the Fifth



<PAGE>                     - 27 -
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

11.      CONTINGENT LIABILITIES (Continued)

ITEM B.  FIBREBOARD (EXCLUDING OWENS CORNING) (Continued)

Circuit  reaffirmed, by majority vote, its  prior  decision,
and  again  approved the Global Settlement.   In  June,  the
United States Supreme Court granted certiorari, agreeing  to
review the decision by the Fifth Circuit.  In light of  this
decision  by  the Supreme Court, a final resolution  of  the
Global Settlement may not be known until the second half  of
1999 or later.

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 and a permanent injunction  would bar the
filing  of  any  further claims against  Fibreboard  or  its
insurers by class members. 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
Fibreboard's   insurers,   Continental   Casualty    Company
("Continental")  and Pacific Indemnity Company  ("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  $1,705
million  at  September  30, 1998 after  payment  of  interim
expenses  and  exigent  claims associated  with  the  Global
Settlement.

Insurance Settlement

In  1993,  Fibreboard, Continental and Pacific entered  into
the  Insurance  Settlement,  which  was  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.   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.






<PAGE>                    - 28 -
                                                            
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

11.      CONTINGENT LIABILITIES (Continued)

ITEM B.  FIBREBOARD (EXCLUDING OWENS CORNING) (Continued)

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>                     - 29 -
                              
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
       CONDITION AND RESULTS OF OPERATIONS
(All per share information in Item 2 is on a diluted basis.)

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

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

RESULTS OF OPERATIONS

Business Overview

The  Company's growth agenda has focused on increasing sales
and  earnings by (i) acquiring businesses with products that
can  be  sold through existing or complementary distribution
channels,   (ii)  achieving  productivity  improvements   in
existing  and  acquired businesses and  (iii)  entering  new
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   composite
materials  business,  the Company  has  partnered  with  the
plastics  industry and, with the Company's  System  Thinking
philosophy,  is taking a solution-oriented, customer-focused
approach  toward the continuous development of  substitution
opportunities  for  composite materials.  In  addition,  the
Company  is  implementing Advantage 2000, a fully integrated
business  technology  system designed to  reduce  costs  and
improve business processes.

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






<PAGE>                     - 30 -
                              
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
       CONDITION AND RESULTS OF OPERATIONS (Continued)

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

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

Quarter Ended September 30, 1998

Sales and Profitability

Net  sales  for  the quarter ended September 30,  1998  were
$1.324  billion,  reflecting a 7% increase  from  the  third
quarter  1997  level  of $1.238 billion.   The  increase  is
primarily  due  to  the acquisition of AmeriMark  which  was
completed  early  in  the fourth quarter  of  1997.   Volume
declines   in   North  American  and  European   residential
insulation markets were partially offset by volume increases
in mechanical and other insulation markets, while insulation
price  levels  were  virtually flat compared  to  the  third
quarter of 1997.  The Company, however, continues to benefit
from  an  upward  price trend, particularly  in  residential
insulation,  as  a  result  of price  increases  implemented
throughout  1998.   Strength  in  U.S.  residential  roofing
markets resulted in increased volume and price levels during
the  third  quarter of 1998 compared to the same  period  in
1997.   In  the  vinyl siding market, volume increases  were
largely  offset by declines in pricing during  the  quarter.
Price  increases  in  U.S. and European  composites  markets
helped to offset volume declines in those markets during the
quarter.    There  was  virtually  no  impact  of   currency
translation on sales in foreign currencies during the  third
quarter  of  1998.   Please see Note 1 to  the  Consolidated
Financial Statements.

Sales  outside the U.S. represented 18% of total  sales  for
the  quarter ended September 30, 1998, compared to  20%  for
the  quarter  ended June 30, 1998 and 23%  for  the  quarter
ended September 30, 1997.  The decline in non-U.S. sales  as
a  percentage  of total sales compared to the quarter  ended
June  30,  1998  is  due to the volume declines  during  the
quarter,  particularly in European insulation and composites
markets.  The drop from 23% in the third quarter of 1997  is
attributable  to  the  European volume declines  during  the
third   quarter  of  1998  as  well  as  the  October   1997
acquisition of AmeriMark in the U.S.  Gross margin  for  the
quarter ended September 30, 1998 was 20% of net sales,  down
from  22% in the third quarter of 1997 and 23% in the second
quarter  of  1998.  Included in cost of sales in  the  third
quarter of 1998 was a $60 million charge, or 5% of sales, as
part  of the $148 million charge for restructuring and other
actions,  described below.  Gross margin  during  the  third
quarter of 1998 reflects the benefits of price improvements,
cost  reductions resulting from the Company's  restructuring
program  that was begun in the fourth quarter of  1997,  and
continuing  productivity improvements across  the  Company's
businesses.






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

In  the  first quarter of 1998, the Company announced  price
increases  effective  in  March  1998  applicable   to   its
residential insulation products of approximately  8  percent
and   price  increases  applicable  to  its  commercial  and
industrial  insulation products of approximately 4  percent.
The Company also announced price increases of 5 to 7 percent
affecting certain residential roofing products, effective in
April  1998.   In  the second quarter of 1998,  the  Company
announced a 9 percent price increase effective June 15, 1998
applicable  to  its  residential insulation  products.   The
Company  realized most of these price increases  during  the
third  quarter  of 1998; however, long-term  contracts  with
certain  customers continue to delay some  of  the  benefits
until  the  fourth  quarter  of  1998  or  early  1999.   In
September  1998,  the Company announced a  9  percent  price
increase   applicable  to  its  residential  and  commercial
insulation  markets  and  expects to  realize  most  of  the
benefits of this increase during the fourth quarter of 1998.

For  the  quarter  ended  September 30,  1998,  the  Company
reported  net  income of $96 million, or  $1.66  per  share,
compared  to net income of $59 million, or $1.05 per  share,
for  the  quarter ended September 30, 1997.  Net income  for
the  third quarter of 1998 includes the $148 million  pretax
charge ($108 million after-tax) for restructuring and  other
actions  and  a  $292 million pretax net gain ($174  million
after-tax) from the sale of certain businesses.  Net  income
for  the  quarter and nine months ended September  30,  1998
also  reflects  reductions  in manufacturing  and  operating
expenses,    resulting   from   the   Company's    strategic
restructuring program, announced in early 1998 and discussed
below.   Cost of borrowed funds during the third quarter  of
1998  was at a level comparable to that of the third quarter
of  1997  due to similar levels of average debt  during  the
periods.    The  reduction  in  equity  in  net  income   of
affiliates for the quarter ended September 30, 1998 reflects
the  first  quarter 1998 sale of the Company's 50% ownership
interest  in  Alpha/Owens-Corning,  LLC.   As  part  of  the
Company's    debt   realignment   strategy,   the    Company
repurchased,  via  a tender offer, certain  debt  securities
during   the   third  quarter  of  1998  and   recorded   an
extraordinary loss of $39 million, or $.66 per share, net of
related income taxes of $25 million.  Please see Notes 3,  4
and 5 to the Consolidated Financial Statements.

Net  sales for the nine months ended September 30, 1998 were
$3.747  billion,  a  20% increase over  the  $3.130  billion
reported  for the first nine months of 1997.  This  increase
reflects the incremental sales from the fourth quarter  1997
acquisition  of  AmeriMark described above as  well  as  the
acquisition of Fibreboard which was completed at the end  of
the  second quarter of 1997.  Sales results also reflect the
impact  of price declines compared to the nine months  ended
September 30, 1997.

For  the  nine months ended September 30, 1998, the  Company
reported  net  income of $163 million, or $2.87  per  share,
compared  to net income of $164 million, or $2.92 per  share
for  the  nine months ended September 30, 1997.  Net  income
for  the  nine months ended September 30, 1998 includes  the
items  from the third quarter referred to above, as well  as
the  following  items from the first  quarter  of  1998:   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  tax  benefit  associated  with  Asia  Pacific
operations.   Net income also reflects the benefits  of  the
cost   savings  generated  by  the  Company's  restructuring
program,  announced in early 1998 and described below.   Net
income for the nine months ended September 30, 1998 reflects
increased  cost  of  borrowed funds  and  minority  interest
expense due to the financing of the Fibreboard and AmeriMark
acquisitions  during 1997.  Net income for the  nine  months
ended  September  30,  1997 includes a  $15  million  pretax
credit  ($10  million  after-tax) from the  modification  of
certain  employee  benefits in the U.S.  during  the  second
quarter  of  1997.  Please see Notes 3, 4, 5 and  6  to  the
Consolidated Financial Statements.





<PAGE>                    - 32 -
                              
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
       CONDITION AND RESULTS OF OPERATIONS (Continued)

Marketing and administrative expenses were $138 million  for
the  third quarter of 1998 compared to $144 million  in  the
third  quarter  of  1997.   The decrease  in  marketing  and
administrative  expenses is largely due to the  benefits  of
the   Company's  strategic  restructuring  program,   offset
partially  by  the  incremental  costs  from  the  AmeriMark
acquisition.

Restructuring of Operations and Other Actions

During  the  third quarter of 1998, the Company  recorded  a
$148  million  pretax  charge for  restructuring  and  other
actions  as  the  final  phase of the  previously  announced
strategic  program to reduce overhead, enhance manufacturing
productivity,  and  close  manufacturing  facilities.   This
charge  includes  $30  million for  restructuring  and  $118
million  for other actions, the majority of which  represent
asset impairments.

The  $30 million restructuring charge includes approximately
$9  million  for  costs associated with the  elimination  of
approximately 400 positions, primarily in the U.S. and Asia,
and   $21  million  for  the  divestiture  of  non-strategic
businesses  and  facilities, of which $1 million  represents
exit   cost  liabilities,  comprised  primarily   of   lease
commitments.   The $21 million for non-strategic  businesses
and facilities is comprised primarily of $12 million for the
closure  of  certain U.S. manufacturing  facilities  and  $6
million for the closure of a pipe manufacturing facility  in
China.

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

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





<PAGE>                    - 33 -
                              
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
       CONDITION AND RESULTS OF OPERATIONS (Continued)

As   discussed   above,   the  $148   million   charge   for
restructuring and other actions during the third quarter  of
1998  was  the  final  phase  of  the  Company's  previously
announced  strategic  program to  reduce  overhead,  enhance
manufacturing    productivity   and   close    manufacturing
facilities.  On a cumulative basis since the fourth  quarter
of  1997,  a total pretax expense of $386 million  has  been
recorded,  of which $143 million was recorded in the  fourth
quarter  of  1997,  $95 million was recorded  in  the  first
quarter of 1998, and $148 million was recorded in the  third
quarter  of  1998.   The total charge recorded  to  date  is
comprised   of   approximately   $185   million   for    the
restructuring  program and approximately  $201  million  for
other  actions.   The restructuring program,  of  which  $68
million  was  recorded in the fourth quarter  of  1997,  $87
million  was recorded in the first quarter of 1998, and  $30
million  was recorded in the third quarter of 1998, includes
approximately  $115  million for costs  associated  with  an
overall  headcount  reduction  of  approximately  2,450   at
numerous  locations around the world, predominantly  in  the
U.S.,  Canada  and  Europe.  The remaining  $70  million  of
restructuring  includes $68 million for the  divestiture  of
non-strategic  businesses  and  facilities,  of  which   $16
million represents exit cost liabilities, and $2 million for
other actions.

The  primary  components of the cumulative  $68  million  of
costs  for  non-strategic businesses and facilities  include
$28  million  for  the  closure of  the  Candiac  insulation
manufacturing  plant in Quebec, Canada, $9 million  for  the
closure  of  several North American distribution  locations,
$12  million  for the closure of certain U.S.  manufacturing
facilities,   $6  million  for  the  closure   of   a   pipe
manufacturing facility in China, and $13 million  for  other
actions.

The  primary components of the $201 million charge for other
actions   and   their  classification   on   the   Company's
consolidated statement of income include, in addition to the
items  discussed  above as part of the $118  million  charge
during  the  third  quarter  of 1998,  the  following:   $17
million  for the write-off of certain assets and investments
associated with unconsolidated joint ventures in  Spain  and
Argentina  due  primarily  to  poor  current  and  projected
financial  results and the expected loss of local  partners,
recorded  as other operating expenses; $12 million  for  the
write-down  of  certain investments  in  mainland  China  to
reflect  the  current business outlook and the  fair  market
value  of  the investments, recorded as cost of  sales;  $24
million to write down to net realizable value equipment  and
inventory   made  obsolete  by  changes  in  the   Company's
manufacturing and marketing strategies, recorded as cost  of
sales;  $8  million  for a supplemental employee  retirement
plan  approved  by the Board of Directors in December  1997,
recorded  as  marketing  and  administrative  expenses;   $5
million  for  the write-off of an insurance receivable  that
was  determined to be uncollectable after judicial rejection
of   the   Company's  claim,  recorded  as  other  operating
expenses; and $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 has disposed of most of the equipment in
1998.

As   a  result  of  the  Company's  strategic  restructuring
program,   the   Company   has  realized   a   decrease   in
manufacturing  and  operating expenses of approximately  $70
million  during the first nine months of 1998.   Based  upon
expected  economic  conditions  over  the  next  few  years,
including  effects  on matters such as labor,  material  and
other  costs,  the Company expects total cost reductions  of
approximately  $100 million in 1998, and an  additional  $75
million  when  the  program is fully  implemented  in  1999,
resulting  in  ongoing pretax savings of approximately  $175
million  per  year.   The  expected  $175  million  in  cost
reductions,  the majority of which will be cash savings,  is
comprised  of $150 million in reduced personnel  costs,  $14
million  in  reduced  facility costs,  and  $11  million  of
reductions in related program spending.





<PAGE>                     - 34 -
                              
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
       CONDITION AND RESULTS OF OPERATIONS (Continued)

The  Company  has implemented programs to gain synergies  in
its  Exterior Systems Business during 1998.  As a result  of
these  programs, which include closing redundant facilities,
integrating  business  systems,  and  improving   purchasing
leverage, the Company has reduced costs and expects a  total
cost reduction of approximately $30 million during 1998  and
approximately $50 million per year in 1999 and  beyond,  the
majority of which will be cash savings.

Accounting Changes

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

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

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

Building Materials

In  the  Building Materials segment, sales increased 11%  in
the  third quarter of 1998 compared to the third quarter  of
1997,  reflecting the incremental sales from  the  AmeriMark
acquisition.   Volume  increases  in  North  American  vinyl
siding  markets  and  volume and price  increases  in  North
American residential roofing markets were largely offset  by
a  slight decline in residential insulation volume, as  well
as  vinyl siding price declines.  The translation impact  of
sales  denominated in foreign currencies was minimal  during
the   quarter   ended  September  30,  1998.   Income   from
operations  was $20 million for the third quarter  of  1998,
down  from $81 million in the third quarter of 1997.  Income
from   operations  includes  a  $106  million   charge   for
restructuring  and other actions, including  a  $20  million
loss  on  the sale of certain businesses, during  the  third
quarter  of  1998, offset partially by the  cost  reductions
resulting from the early 1998 restructuring program.  Please
see   Notes  1,  3  and  4  to  the  Consolidated  Financial
Statements.






<PAGE>                     - 35 -
                              
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
       CONDITION AND RESULTS OF OPERATIONS (Continued)

The  consolidated results of the Company include the results
of operations of Fibreboard and AmeriMark beginning with the
third and fourth quarters of 1997, respectively.  To enhance
comparability, certain information below is presented  on  a
pro  forma basis and reflects the acquisitions of Fibreboard
(excluding  Pabco and operations that were  discontinued  by
Fibreboard prior to the acquisition) and AmeriMark as though
they  had occurred at the beginning of the period presented.
(The pro forma impact of all other acquisitions during 1997,
excluding Fibreboard and AmeriMark, was not material to  the
Company's  results of operations for the nine  months  ended
September 30, 1997.)  The pro forma results include  certain
adjustments,  primarily for depreciation  and  amortization,
interest  and  other expenses directly attributable  to  the
acquisitions,  and  are not necessarily  indicative  of  the
combined   results   that  would  have  occurred   had   the
acquisitions  occurred  at  the beginning  of  that  period.
These pro forma results do not reflect the expected benefits
from  the  consolidation  of the exterior  systems  business
discussed above.
<TABLE>
<S>                                <C>      <C>      <C>      <C>
                                        PRO FORMA      AS REPORTED
                                       Nine Months    Nine Months
                                         Ended           Ended
                                      September 30,  September 30,
                                      1998    1997   1998     1997
                               (In millions of dollars, except share data)

Net sales                          $ 3,747  $ 3,798  $ 3,747  $ 3,130
Income from continuing operations      202      147      202      164
Diluted earnings per share from 
  continuing  operations           $  3.53  $  2.63  $  3.53  $  2.92
</TABLE>


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

Composite Materials

In  the Composite Materials segment, sales were down 7%  for
the  quarter  ended  September 30, 1998  compared  to  1997.
Volume  declines  across  global  markets  drove  the  sales
decline,  due  in  part to slower demand in the  electronics
market.    Slight  price  increases  in  U.S.  and  European
composites  markets compared to the third  quarter  of  1997
partially  offset  the  volume  declines.   The  translation
impact  of  sales  denominated  in  foreign  currencies  was
slightly favorable during the third quarter of 1998.  Income
from  operations  was $336 million in the third  quarter  of
1998,  compared to $34 million in the third quarter of 1997.
The  largest component of this increase is the $287  million
credit to income in the third quarter of 1998, comprised  of
a $312 million gain from the sale of the Company's yarns and
specialty  materials  business described  below  and  a  $25
million charge for restructuring and other actions described
above.   Income  from operations also reflects  productivity
improvements   and  cost  reductions  resulting   from   the
Company's  restructuring program.  Compared  to  the  fourth
quarter  of  1997 and the first six months  of  1998,  price
levels  were higher in the third quarter of 1998, indicating
the  benefits  of  the Company's previously announced  price
increases in the composites business.  Please see Notes 1, 3
and 4 to the Consolidated Financial Statements.





<PAGE>                    - 36 -
                              
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS (Continued)

During the third quarter, the Company formed a joint venture
for  its yarns and specialty materials business (the  "yarns
business") to which it contributed two manufacturing  plants
and  certain proprietary technology.  On September 30, 1998,
the  Company completed the sale of 51% of the joint  venture
to  a  U.S.  subsidiary  of  Groupe  Porcher  Industries  of
Badinieres,  France  for approximately  $340  million.   The
Company  continues to have a 49% ownership interest  in  the
joint  venture.  Upon closing, the Company also  received  a
distribution  of approximately $191 million from  the  joint
venture.  With sales of approximately $300 million in  1997,
the  Company's yarns business was the world's second largest
producer  of glass yarns, and the largest producer  of  fine
yarns.   Proceeds  from the sale were  used  to  reduce  the
borrowings  under  the Company's long-term revolving  credit
facility  in early October 1998.  Please see Note 4  to  the
Consolidated Financial Statements.

The  consolidated  balance  sheet  of  the  Company  as   of
September 30, 1998 reflects the disposition of the Company's
yarns  business on that date.  The results of operations  of
the   yarns   business  are  reflected  in   the   Company's
consolidated  statement of income through the period  ending
September 30, 1998.  For the nine months ended September 30,
1998,  the  yarns  business recorded sales of  approximately
$205  million  and net income of approximately $36  million.
Effective  September 30, 1998, the Company will account  for
its  ownership interest in the yarns joint venture under the
equity method.  Due to the joint venture's distribution of a
dividend  to  the partners in excess of the joint  venture's
total equity on September 30, 1998, the joint venture is  in
an  equity deficit position.  Accordingly, the Company  will
not record any equity in the net income of the joint venture
until such time as the joint venture has positive equity.

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Cash  flow from operations was $139 million for the  quarter
ended  September 30, 1998, compared to $87 million  for  the
quarter ended September 30, 1997.  The increase in cash flow
from  operations  in  1998  is largely  attributable  to  an
increase  in income from operations, offset slightly  by  an
increase  in payments for asbestos litigation claims  during
the  third quarter of 1998 compared to the third quarter  of
1997.   Payments  for asbestos litigation  claims  were  $70
million during the quarter and proceeds from insurance  were
$24  million,  compared  to  $62 million  and  $29  million,
respectively,  during  the  third  quarter  of  1997.    The
increase  in  net payments is due to the timing of  asbestos
claims settlements and the collection of insurance proceeds.
The  Company anticipates $365 million of total payments  for
asbestos litigation claims during 1998.  Reflected  in  cash
flow  from  operations during the quarter is an increase  in
income taxes receivable of approximately $86 million.

Inventories  at September 30, 1998 decreased $8  million  to
$495  million from the December 31, 1997 level and were down
$40 million, including $37 million for divestitures and non-
cash write-offs during the third quarter, from the June  30,
1998  level.   Receivables at September 30, 1998  were  $542
million,  a  25% increase over the December 31, 1997  level,
due  to  the  seasonal  increase  in  third  quarter  sales,
particularly  in  September.  Receivables at  September  30,
1998, however, were $55 million lower, including $39 million
for divestitures and non-cash write-offs during the quarter,
than  the  June 30, 1998 level.  This decline in inventories
and receivables from the June 30, 1998 level contributed  to
the  favorable  cash flow from operations during  the  third
quarter  of  1998.  On a comparative basis, inventories  and
receivables  at September 30, 1998, adjusted  for  AmeriMark
and  the  divestitures  and non-cash write-offs  during  the
third  quarter  of 1998, were $23 million  and  $27  million
lower, respectively, than the levels at September 30,  1997,
indicating improved working capital management during 1998.





<PAGE>                     - 37 -
                              
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS (Continued)

At September 30, 1998, the Company's net working capital was
$735  million  and its current ratio was 1.58,  compared  to
$121  million and 1.09, respectively, at December 31,  1997.
Included  in net working capital at September 30,  1998  are
the  $530  million proceeds received from the  sale  of  the
Company's  yarns  and specialty materials business  on  that
date.    The  proceeds  are  reflected  as  cash  and   cash
equivalents on the Company's consolidated balance  sheet  at
September 30, 1998, but were used to reduce borrowings under
the  Company's long-term revolving credit facility in  early
October 1998.  Increases in receivables, a reduction in  the
current  portion  of  the  reserve for  asbestos  litigation
claims,  and a reduction in the current portion of long-term
debt  compared to December 31, 1997 also contributed to  the
increase in net working capital at September 30, 1998.

The  Company's total borrowings at September 30,  1998  were
$2.283  billion, $545 million higher than at year-end  1997.
As  discussed above, the $530 million of proceeds  from  the
sale of the Company's yarns and specialty materials business
were  used to reduce borrowing under the Company's long-term
revolving credit facility in early October 1998.

As  of  September 30, 1998, the Company had unused lines  of
credit of $674 million available under long-term bank credit
facilities  and an additional $173 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 September 30, 1998 compared to  December  31,
1997  as  well  as an agreed $200 million reduction  in  the
maximum  availability  from  the Company's  credit  facility
during  the first quarter of 1998. Letters of credit  issued
under  the  facility,  most of which  support  appeals  from
asbestos  trials,  also  reduce the  available  credit.  The
impact of such reduction is reflected in the unused lines of
credit   discussed  above.   Please  see  Note  5   to   the
Consolidated Financial Statements.

Early  in  the third quarter of 1998, the Company  issued  a
series  of debt securities as unsecured obligations  of  the
Company  for an aggregate principal amount of $400  million.
The  net  proceeds of $395 million were used to pay for  the
principal  and  premium  amounts of  the  tender  offers  of
certain  other debt securities of the Company. These  tender
offers  were  completed on August 3, 1998  and  as  of  that
completion  date, approximately $361 million of  these  debt
securities had been tendered.  In connection with this early
retirement   of   debt,  the  Company   paid   premiums   of
approximately  $62 million, incurred related non-cash  costs
of  approximately $2 million, and recorded an  extraordinary
loss of approximately $39 million, or $.66 per share, net of
related income taxes of $25 million.  Please see Note  5  to
the Consolidated Financial Statements.

In  early  August  1998, the Company  repurchased  its  $309
million of Trust Preferred Hybrid Securities which had  been
issued   in  October  1997  as  payment  for  the  Company's
acquisition  of  the  assets  of  AmeriMark.   Additionally,
during  the  third quarter of 1998, the Company repaid  $100
million  of  debt  which  matured  in  August  1998.   These
transactions were financed by a combination of newly  issued
debt  securities and borrowings from the Company's long-term
revolving  credit  facility.   Please  see  Note  5  to  the
Consolidated Financial Statements.

Capital   spending  for  property,  plant   and   equipment,
excluding acquisitions, was $59 million in the third quarter
of  1998.   The  Company anticipates 1998 capital  spending,
exclusive  of  acquisitions and investments  in  affiliates,
will  be  approximately $250 million, the majority of  which
has  been expended or is committed. The Company expects that
funding  for  these expenditures will be from the  Company's
operations and external sources as required.




<PAGE>                     - 38 -
                              
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS   (Continued)

Gross  payments  for asbestos litigation claims  during  the
third quarter of 1998, including payments for claims settled
in  prior  years  and excluding amounts  payable  in  future
years, were $70 million. The third quarter 1998 expenditures
include  $18  million in defense and other  costs.  Proceeds
from  insurance were $24 million resulting in a  net  pretax
cash  outflow  of  $46  million, or $28  million  after-tax.
During  the  third  quarter of 1998,  the  Company  received
approximately 10,600 new asbestos personal injury cases  and
closed  approximately  3,000 cases.  Over  the  next  twelve
months, the Company's total payments for asbestos litigation
claims,   including  defense  costs,   are  expected  to  be
approximately $350 million.  Proceeds from insurance of $125
million  are expected to be available to cover these  costs,
resulting  in a net pretax cash outflow of $225 million,  or
$135  million after-tax.  If the National Settlement Program
(described  more  fully  in  Note  11  to  the  Consolidated
Financial Statements) is implemented by the Company  in  the
fourth  quarter  of 1998, the Company's gross  payments  for
asbestos litigation claims would increase in 1999 and  2000,
but  would  be  substantially lower than the  1998  payments
thereafter.  The increased settlement payments in  1999  and
2000  would  resolve a significant number of  cases  pending
against  Owens  Corning  and would establish  administrative
processing  agreements with participating law firms  to  pay
future  claimants specified amounts based on  the  type  and
severity  of  disease, instead of litigating  those  claims.
The aggregate amount of such increases in 1999 and 2000 will
depend  on  the  outcome of negotiations currently  underway
with participating plaintiffs' firms.  Please see Note 11 to
the Consolidated Financial Statements.

Gross   payments  for  asbestos  litigation  claims  against
Fibreboard  for the quarter ended September  30,  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  third quarter, Fibreboard received approximately  4,900
new   asbestos   personal  injury   claims,   and   resolved
approximately  1,000 claims.  Whether or  not  the  National
Settlement  Program  is implemented, payments  for  asbestos
claims  against Fibreboard over the next twelve  months  and
thereafter are expected to be paid by Fibreboard's  insurers
or  from  the escrow account.  Such payments would  be  made
pursuant  to  either the Global Settlement or the  Insurance
Settlement relating to Fibreboard's asbestos personal injury
claims.  A final United States Supreme Court decision as  to
the Global Settlement is expected in the course of 1999.  If
the Global Settlement does not receive final court approval,
the  Insurance  Settlement (which has received  final  court
approval)  would become effective, and Fibreboard will  have
access  to assets of approximately $1.8 billion, to  resolve
pending  and future Fibreboard claims.  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 third quarter of 1998, the Company was designated
as   a   PRP  in  such  federal,  state,  local  or  private
proceedings  for three additional sites.  At  September  30,
1998,   a   total  of  37  such  PRP  designations  remained
unresolved  by  the Company, some of which designations  the
Company  believes  to  be erroneous.  The  Company  is  also
involved with environmental investigation or remediation  at
a  number of other sites at which it has not been designated
a PRP.





<PAGE>                         - 39 -
                                     
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS (Continued)

The  Company  has established a $31 million reserve for its Superfund  (and
similar state, local and private action) contingent liabilities. Based upon
information presently available to the Company, and without regard  to  the
application  of  insurance, the Company believes that,  considered  in  the
aggregate,   the   additional  costs  associated   with   such   contingent
liabilities,  including  any related litigation  costs,  will  not  have  a
materially adverse effect on the Company's results of operations, financial
condition or long-term liquidity.

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

Year 2000 Compliance

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

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

The  cumulative cost of business systems replacement from 1995 through  the
end  of  the  third  quarter of 1998 has been $143 million,  including  $99
million for information technology and $44 million for related training and
deployment in various business locations.  The Company currently  estimates
the  costs  for  information  technology,  non-information  technology  and
training and deployment at all remaining locations to be approximately  $35
million to $45 million.

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






<PAGE>                      - 40 -
                                                            
                 PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

Securities and Exchange Commission rules require the Company 
to describe certain governmental proceedings  arising  under 
federal, state or local environmental provisions  unless the 
Company reasonably believes that the proceedings will result 
in monetary sanctions of less than $100,000.   The following 
proceeding is reported  in  response  to  this  requirement.  
Based on the information presently available to it, however, 
the Company believes that the costs which  may be associated
with this matter will not have a materially  adverse  effect
on the Company's financial position or results of operations.

      By letter of September 10, 1998, the New Jersey 
      Department  of  Environmental  Protection (DEP)  
      alleged violation of an Administrative  Consent  
      Order   relating  to  an  asbestos  remediation 
      project.  DEP's  notice  explained  that  Owens 
      Corning and another party would be subject to a 
      minimum   penalty   of   $1,407,000.    Company  
      representatives have been in communication with  
      DEP   staff    to    promptly   correct   noted 
      deficiencies. The Company anticipates resolving 
      this matter without impositon of the  indicated 
      penalties.

ITEM  2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(a)  None of the constituent instruments defining the rights
     of the holders of any class of the Company's registered
     securities was materially modified in the quarter ended
     September 30, 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 September 30, 1998 by  
     the  issuance  or  modification  of  any other class of 
     securities.
  
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

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

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

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

      No matter  was  submitted to a vote of security holders 
      during the quarter ended September 30, 1998.

ITEM 5.  OTHER INFORMATION

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




<PAGE>                      - 41 -
                                                            
                 PART II. OTHER INFORMATION

ITEM  6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

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

(b)  Reports on Form 8-K.

     During the quarter ended September 30, 1998, the Company
     filed the following current reports on Form 8-K:
  

        -   Filed July 17, 1998, under Items 5 and 7
        -   Filed July 24, 1998, under Items 5 and 7.
        -   Filed August 4, 1998, under Item 5.
            




<PAGE>                      - 42 -

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

                                     Registrant


Date: November 5, 1998               By:  /s/ Domenico Cecere
                                     Domenico Cecere
                                     Senior Vice President and              
                                     Chief Financial Officer
                                     (as duly authorized officer)



Date:  November 5, 1998              By:  /s/ Steven J. Strobel
                                     Steven J. Strobel
                                     Vice President and Controller











<PAGE>                      - 43 -
                                                            
                        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).

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

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

(3)    Articles of Incorporation and By-Laws.

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

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

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

(10)    Material Contracts.

       Owens Corning Supplemental Executive Retirement Plan,
       effective as of January 1, 1998 (incorporated herein  
       by  reference  to  Exhibit  10  to   the   Company's 
       quarterly report on Form 10-Q (File No. 1-3660)  for 
       the quarter ended June 30, 1998).

       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 




<PAGE>                      - 44 -
                                                            
                        EXHIBIT INDEX
                              
Exhibit
Number         Document Description

(10)   Material Contracts (Continued).

       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).

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





<PAGE>                      - 45 -
                              
                        EXHIBIT INDEX
                              

Exhibit
Number         Document Description

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

(27)    Financial Data Schedule (filed herewith).

(99)    Additional Exhibits.

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