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                                                   Exhibit (10)
                          OWENS CORNING
                                
Corporate Incentive Plan Terms Applicable to Key Employees Other
                 Than Certain Executive Officers
                                
           (As amended and restated, January 1, 1999)

1.  Application

Set forth below are the annual incentive plan terms applicable to
those employees of Owens Corning Corporation (the "Company"), its
subsidiaries and affiliates who, in the opinion of the  Committee
(as  hereafter defined), are key employees, including members  of
the  Board of Directors who are such employees, but excluding any
such  employees  who are executive officers of  the  Company  and
whose  annual incentive compensation for any taxable year of  the
Company  commencing  on or after January 1,  1995  the  Committee
anticipates would not be deductible by the Company in whole or in
part but for compliance with section 162(m)(4)(C) of the Internal
Revenue  Code  of  1986 as amended ("162(m)  Covered  Employee").
Such terms are hereafter referred to as the "Incentive Plan".

2.  Eligibility
     
All  employees  of the Company, its subsidiaries  and  affiliates
who,  in  the  opinion  of  the  Committee,  are  key  employees,
including  members  of  the  Board  of  Directors  who  are  such
employees,  but  excluding  162(m) Covered  Employees,  shall  be
eligible  to  be selected to participate in this Incentive  Plan.
The  Committee  may  select  the  eligible  employees  who  shall
participate in this Incentive Plan in any year at any time before
or  during  such year. Selection to participate in this Incentive
Plan in any year does not require the Committee to, or imply that
the  Committee will, select the same person to participate in the
Incentive Plan in any subsequent year.

3.  Administration

The  Plan shall be administered by the Compensation Committee  of
the  Board  of  Directors (the "Board"), or by another  committee
appointed  by  the  Board consisting of not  less  than  two  (2)
Directors who are not Employees (the "Committee").  To the extent
permitted  by  law, the Committee may delegate its administrative
authority with respect to the Incentive Plan and, in the event of
any such delegation of authority, the term "Committee" as used in
this  Incentive Plan shall be deemed to refer to the  Committee's
delegate  as  well  as  to the Committee.  The  Committee  shall,
subject to the provisions herein, select employees to participate
herein;  establish and administer the performance goals  and  the
award  opportunities applicable to each participant  and  certify
whether the goals have been attained; construe and interpret  the
Incentive Plan and any agreement or instrument entered into under
the   Incentive  Plan;  establish,  amend,  or  waive  rules  and
regulations for the Incentive Plan's administration; and make all
other determinations which may be necessary or advisable for  the
administration of the Incentive Plan.  Any determination  by  the
Committee pursuant to the Incentive Plan shall be final,  binding
and  conclusive  on  all  employees and participants  and  anyone
claiming under or through any of them.
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4.  Establishment of Performance Goals and Award Opportunities

At  any  time  before  or during each year, the  Committee  shall
establish  the  method for computing the amount  of  compensation
which   will  be  payable  under  the  Incentive  Plan  to   each
participant  in  the  Incentive  Plan  for  such  year   if   the
performance goals established by the Committee for such year  are
attained  in whole or in part and if the participant's employment
by the Company, its subsidiaries and affiliates continues without
interruption during that year. The Committee shall also establish
the performance goals for such year, which may be based on any of
the  following  performance criteria,  either  alone  or  in  any
combination, and on either a consolidated or business unit  level
as  the  Committee may determine, or such other criteria  as  the
Committee  may select:  sales, net asset turnover,  earnings  per
share,  cash  flow, cash flow from operations, operating  profit,
net   operating  profit,  net  income,  income  from  operations,
operating margin, net income margin, return on net assets, return
on  total  assets,  return  on common  equity,  return  on  total
capital,  and shareholder value added, total shareholder  return,
common   stock  price  appreciation,  total  shareholder   return
relative  to a defined marketplace, receivables growth,  debt  to
equity ratios, earnings to fixed charges ratios, introduction  of
new  products  and/or services, or developing and/or implementing
action  plans or strategies.  The foregoing criteria  shall  have
any  reasonable definitions that the Committee may specify at the
time such criteria are adopted, which may include or exclude  any
or  all  of  the  following items as the Committee  may  specify:
extraordinary,  unusual  or  non-recurring  items;   effects   of
accounting changes; effects of currency fluctuations; effects  of
financing  activities  (e.g., effect on  earnings  per  share  of
issuance   of   convertible   debt  securities);   expenses   for
restructuring  or  productivity initiatives; other  non-operating
items;  spending  for acquisitions; effects of divestitures;  and
effects  of  asbestos  activities  and  settlements.   Any   such
performance criterion or combination of such criteria  may  apply
to  the participant's award opportunity in its entirety or to any
designated portion or portions of the award opportunity,  as  the
Committee  may  specify.  Extraordinary items,  such  as  capital
gains   and   losses,  which  affect  any  performance  criterion
applicable  to  such  award (including but  not  limited  to  the
criterion of net income) and which are required to be taken  into
account  for  purposes  of Owens Corning's  financial  statements
under Generally Accepted Accounting Principles, shall be excluded
or  included in determining the extent to which the corresponding
performance  goal  has been achieved so that  the  integrity  and
intent of the performance goal are maintained.

5. Awards

Participating  employees'  individual  awards  may  vary   as   a
percentage  of their Participating Salaries, based  on  both  the
funding  approved  by  the  Committee and  on  the  participant's
performance   and  contribution,  as  determined  in   the   sole
discretion  of the Company.  Participating Salary is  defined  as
the product of the participant's total base salary paid during  a
given  Incentive  Plan  year,  multiplied  by  the  participant's
incentive  pay percentage, at maximum funding.  Aggregate  awards
under the annually recurring Incentive Plan for any year may  not
exceed 100% of the Participating Salaries of participants in  the
Incentive Plan for such year, as determined by the Committee.
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6.  Employment Requirement

A  participant's  award under this Incentive Plan  for  any  year
shall  be contingent on continued employment by the Company,  its
subsidiaries   and  affiliates  during  such  year.    The   only
exceptions  to  this rule apply in the event  of  termination  of
employment  by  reason of death, disability,  retirement  or  job
elimination (all as determined by the Committee), or in the event
of  a  change of control of Owens Corning (as determined  by  the
Committee),  during  such  year,  in  which  case  the  following
provisions   shall  apply.   In  the  event  of  termination   of
employment  by  reason of death, disability,  retirement  or  job
elimination  during a year (as determined by the  Committee),  an
award  shall  be  payable  under  this  Incentive  Plan  to   the
participant  or  the participant's estate for  such  year,  which
shall  be  adjusted, pro-rata, for the period of time during  the
year  the participant actually worked.  In the event of a  change
of  control  of  Owens Corning during a year  and  prior  to  any
termination of employment, incentive awards shall be  paid  under
the Incentive Plan at the higher of (a) one half of Participating
Salary  for  such year (as determined by the Committee),  or  (b)
projected  performance for the year, determined at the  time  the
change   of   control  occurs.  A  participant  whose  employment
terminates prior to the end of a year for any reason not excepted
above shall not be entitled to any award under the Incentive Plan
for that year.

7. Payment of Awards

Except  as  provided otherwise in this Incentive Plan or  by  the
Committee,  payment of each award under this Incentive  Plan  for
any  year  shall  be  contingent  upon  a  determination  by  the
Committee  that  the performance goals and employment  conditions
applicable to such award have been satisfied.  Unless  and  until
the  Committee  so  determines, such award  shall  not  be  paid.
Unless the Committee provides otherwise, (a) earned awards  shall
be  paid  promptly  following such determination,  and  (b)  such
payment  shall  be  made  in cash (subject  to  any  payroll  tax
withholding the Company may determine applies).

8.  Amendment or Termination

The  Committee may amend, modify or terminate this Incentive Plan
at  any  time, provided that a termination or modification  shall
only  become  effective 30 days after written notice  thereof  is
given to each participant.  Each participant shall be eligible to
receive the incentive compensation to which the participant would
have  been  otherwise  entitled  but  for  such  termination   or
modification, pro-rata for the period of the year  prior  to  the
termination or modification.

9.  Interpretation and Construction

Any   provision   of  this  Incentive  Plan   to   the   contrary
notwithstanding,  (a) no provision of this Incentive  Plan  shall
apply  to  any 162(m) Covered Employee, and (b) any provision  of
this  Incentive Plan that would prevent an award  to  any  162(m)
Covered  Employee under any plan or arrangement other  than  this
Incentive  Plan from qualifying as performance-based compensation
under   Code   Section   162(m)(4)(C)  shall   be   administered,
interpreted and construed to enable such award to so qualify  and
any  provision  that cannot be so administered,  interpreted  and
construed  shall to that extent be disregarded.  No provision  of
the Incentive Plan, nor the selection of any eligible employee to
participate in the Incentive Plan, shall constitute an employment
agreement or affect the duration of any participant's employment,
which  shall  remain  "employment at will" unless  an  employment
agreement  between  the  Company  and  the  participant  provides
otherwise.   Both  the participant and the Company  shall  remain
free to terminate employment at any time to the same extent as if
the Incentive Plan had not been adopted.

10. Governing Law

The terms of this Incentive Plan shall be governed by the laws of
the State of Delaware, without reference to the conflicts of laws
principles of that state.
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