SECURITIES AND EXCHANGE COMMISSION
                              
                              
                  Washington, D. C.  20549
                              
                                 
                          FORM 10-Q/A
                        Amendment No. 1
                                  
                              
      Quarterly Report Pursuant to Section 13 or 15(d)
           of the Securities Exchange Act of 1934
                              
                              
          For the Quarter Ended September 30, 1996
                              
                              
                 Commission File No. 1-3660
                              
                              
                        Owens Corning
                              
                              
       One Owens Corning Parkway, Toledo, Ohio  43659
                              
                              
                Telephone No. (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, 1996
                              
                              
                         52,048,661

   
Owens Corning's Form 10-Q for the quarter ended September 30, 1996, filed
on October 28, 1996, is hereby amended by amending Item 1 "Financial
Statements" and Item 2 "Management's Discussion and Analysis of Financial
Condition and Results of Operations" of Part I, to read as set forth below:
    
                              
                              
                              
                              

<PAGE>
                            - 2 -
                              
               PART 1.  FINANCIAL INFORMATION
                              
ITEM 1.  FINANCIAL STATEMENTS

               OWENS CORNING AND SUBSIDIARIES
                              
              CONSOLIDATED STATEMENT OF INCOME
                              
<TABLE>
<S>                                  <C>      <C>      <C>       <C>
                                         Quarter         Nine Months
                                          Ended             Ended
                                       September 30,    September  30,
                                       1996     1995    1996      1995
                                  (In millions of dollars, except share data)

NET SALES                            $1,025    $ 927   $2,830    $2,648
COST OF SALES                           752      684    2,084     1,953

 Gross margin                           273      243      746       695

OPERATING EXPENSES
 Marketing and administrative 
   expenses                             128      106      372       321
 Science and technology expenses         22       19       63        56
 Provision for asbestos litigation
   claims (Note 8)                        -        -      875         -
 Other                                   (5)      (4)      (2)        9

   Total operating expenses             145      121    1,308       386

INCOME (LOSS) FROM OPERATIONS           128      122     (562)      309
 Cost of borrowed funds                  20       20       56        69

INCOME (LOSS) BEFORE PROVISION
 FOR INCOME TAXES                       108      102     (618)      240
 Provision (credit) for income
   taxes (Note 3)                        31       35     (257)       85

INCOME (LOSS) BEFORE EQUITY
 IN NET INCOME OF AFFILIATES             77       67     (361)      155
 Equity in net income of affiliates       3        3        7        10


NET INCOME (LOSS)                     $  80    $  70   $ (354)      $165


NET INCOME (LOSS) PER COMMON SHARE

Primary net income (loss) per share   $1.53    $1.35   $(6.86)   $  3.36

Fully  diluted  net income (loss) 
  per share                           $1.44    $1.28   $(6.86)   $  3.18

Weighted average number of common
 shares outstanding (in millions)
    Primary                            52.4     51.4     51.6       49.1
    Assuming  full  dilution           57.0     56.0     51.6       53.4
</TABLE>
                              
                                                            
     The accompanying notes are an integral part of this statement.





<PAGE>
                            - 3 -
                              
               OWENS CORNING AND SUBSIDIARIES
                              
                 CONSOLIDATED BALANCE SHEET
                              
<TABLE>
<S>                                           <C>            <C>
                                              Sept. 30,     Dec. 31,
                                                1996          1995
ASSETS                                       (In millions of dollars)

CURRENT

 Cash and cash equivalents                     $   31        $  18
 Receivables                                      475          314
 Inventories (Note 4)                             350          253
 Insurance for asbestos litigation
  claims - current portion (Note 8)               100          100
 Deferred income taxes                             87           70
 VEBA trust                                        38           51
 Income tax receivable                             16           50
 Investment in affiliate held for sale              -           36
 Other current assets                              30           35

   Total current                                1,127          927

OTHER

 Insurance for asbestos litigation
  claims (Note 8)                                 493         330
 Deferred income taxes                            519         252
 Goodwill (Note 6)                                276         249
 Investments in affiliates                         61          50
 Other noncurrent assets                          158         147

   Total other                                  1,507       1,028

PLANT AND EQUIPMENT, at cost                    3,258       3,067
     Less--Accumulated    depreciation         (1,821)     (1,761)

   Net plant and equipment                      1,437       1,306

TOTAL ASSETS                                  $ 4,071      $3,261
</TABLE>
                              
                              
   The accompanying notes are an integral part of this statement.





<PAGE>
                            - 4 -
                              
               OWENS CORNING AND SUBSIDIARIES
                              
                 CONSOLIDATED BALANCE SHEET
                         (Continued)
<TABLE>
<S>                                              <C>              <C>
                                                 Sept. 30,        Dec. 31,
                                                   1996             1995
                                                 (In millions of dollars)

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT
 Accounts payable and accrued liabilities        $   586          $   587
 Reserve for asbestos litigation claims -
  current portion (Note 8)                           325              250
 Short-term debt                                     164               64
 Long-term debt - current portion                     18               35

   Total current                                   1,093              936

LONG-TERM DEBT                                       965              794

OTHER
 Reserve for asbestos litigation claims (Note 8)   1,735              887
 Other employee benefits liability                   355              367
 Pension plan liability                               67               75
 Other                                               230              220

   Total other                                     2,387            1,549

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

STOCKHOLDERS' EQUITY
 Common stock                                        597              579
 Deficit (Note 7)                                 (1,138)            (781)
 Foreign currency translation adjustments             (8)               9
 Other                                               (19)             (19)

   Total stockholders' equity                       (568)            (212)

TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                           $4,071          $  3,261
</TABLE>
                                                                           
                              
      The accompanying notes are an integral part of this
                         statement.





<PAGE>
                             - 5 -
                              
               OWENS CORNING AND SUBSIDIARIES
                              
            CONSOLIDATED STATEMENT OF CASH FLOWS
                              
                                         Quarter         Nine Months
                                          Ended             Ended
                                      September 30,     September  30,
                                      1996     1995     1996     1995
                                         (In millions of dollars)
<TABLE>
<S>                                   <C>     <C>      <C>      <C>
   
NET CASH FLOW FROM OPERATIONS

 Net income (loss)                    $ 80    $ 70     $(354)    $165
 Reconciliation of net cash 
  provided by operating 
  activities:
  Noncash items:
   Provision for asbestos 
     litigation claims (Note 8)          -       -       875        -
   Provision for depreciation 
     and amortization                   37      31       100       92
   Provision (credit) for 
     deferred income taxes              60      38      (285)      79
   Other                                 1       3         8       15
  (Increase) decrease in receivables   (48)    (28)     (149)     (46)
  (Increase) decrease in inventories   (18)     32       (87)     (52)
  Increase (decrease) in accounts
   payable and accrued liabilities      50      10       (16)     (89)
  Increase (decrease) in accrued 
   income taxes                        (25)     28        30       43
  Proceeds from insurance for 
   asbestos litigation claims            -     140        63      221
  Payments for asbestos litigation
        claims                         (57)    (68)     (178)    (223)
  Other                                (23)    (49)      (37)    (126)

      Net cash flow from operations     57     207       (30)      79
    
NET CASH FLOW FROM INVESTING

 Additions to plant and equipment      (57)    (69)     (224)    (183)
 Investment in subsidiaries, net of
  cash acquired (Note 6)                 -     (34)      (39)     (34)
 Proceeds from the sale of affiliate     -       -        55        -
 Other                                  (2)      -       (14)       -
                              
      Net cash flow from investing   $ (59)  $(103)    $(222)  $ (217)
</TABLE>


      The accompanying notes are an integral part of this statement.





<PAGE>
                            - 6 -
                              
               OWENS CORNING AND SUBSIDIARIES
                              
            CONSOLIDATED STATEMENT OF CASH FLOWS
                         (Continued)
                              
                                         Quarter        Nine Months
                                          Ended            Ended
                                       September 30,   September 30,
                                       1996    1995    1996    1995
                                         (In millions of dollars)
<TABLE>
<S>                                    <C>    <C>      <C>    <C>

NET CASH FLOW FROM FINANCING

 Net additions (reductions) to
  long-term credit facilities          $ (5)  $(75)    $179   $  (5)
 Other additions to long-term debt        5      5       18      56
 Other reductions to long-term debt      (1)   (13)     (33)   (115)
 Net increase (decrease) in
  short-term debt                        12     (9)     100     (28)
 Issuance of preferred stock of
  subsidiary, net of fees                 -      -        -     194
 Other                                   (2)     3        -      (4)

      Net cash flow from financing        9    (89)     264      98

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

Net increase (decrease) in cash
 and cash equivalents                     7     13       13     (39)

Cash and cash equivalents at
 beginning of period                     24      7       18      59

Cash and cash equivalents at end
  of period                           $  31  $  20     $ 31   $  20
</TABLE>
                              
                                                            
     The accompanying notes are an integral part of this
                         statement.
                           




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

<TABLE>
<S>                                 <C>      <C>        <C>      <C>
 
                                         Quarter         Nine Months
                                          Ended             Ended
                                      September 30,     September 30,
(1)  SEGMENT DATA                     1996    1995      1996     1995
                                         (In millions of dollars)
NET SALES

Industry Segments

 Building Materials
  United States                      $  638   $  548     $1,677   $1,497
  Europe                                 76       66        203      193
  Canada and other                       37       26         89       77

   Total Building Materials             751      640      1,969    1,767

 Composite Materials
  United States                         151      141        446      444
  Europe                                 87      111        302      331
  Canada and other                       36       35        113      106

   Total Composite Materials            274      287        861      881

Intersegment sales
 Building Materials                       -        -          -        -
 Composite Materials                     30       25         84       77
 Eliminations                           (30)     (25)       (84)     (77)

   Net sales                        $ 1,025   $  927     $2,830   $2,648

Geographic Segments

 United States                        $ 789   $  689     $2,123   $1,941
 Europe                                 163      177        505      524
 Canada and other                        73       61        202      183
                                      1,025      927      2,830    2,648

Intersegment sales
 United States                           17       14         46       41
 Europe                                   8        4         29       11
 Canada and other                        19       28         59       73
 Eliminations                           (44)     (46)      (134)    (125)

   Net sales                        $ 1,025   $  927     $2,830   $2,648
</TABLE>






<PAGE>
                            - 8 -

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

<TABLE>
<S>                                   <C>     <C>      <C>     <C>                                    
                                         Quarter         Nine Months
                                          Ended             Ended
                                       September 30,    September 30,
(1)  SEGMENT DATA (Continued)          1996     1995    1996    1995
                                          (In millions of dollars)
INCOME FROM OPERATIONS

Industry Segments

 Building Materials
  United States                        $  75   $  62   $ 161   $ 150
  Europe                                   7       7      15      20
  Canada and other                         9       5       5      13

   Total Building Materials               91      74     181     183

 Composite Materials
  United States                           53      24     116      99
  Europe                                   7      23      46      46
  Canada and other                         -       8      14      17

   Total Composite Materials              60      55     176     162


 General corporate expense               (23)     (7)   (919)    (36)

   Income from operation                 128     122    (562)    309

 Cost of borrowed funds                  (20)    (20)    (56)    (69)

   Income before provision
     for income taxes                 $  108  $  102  $ (618) $  240

Geographic Segments

 United States                        $  128  $   86  $   277 $  249
 Europe                                   14      30       61     66
 Canada and other                          9      13       19     30
 General corporate expense               (23)     (7)    (919)   (36)

   Income from operations                128     122     (562)   309

 Cost of borrowed funds                  (20)    (20)     (56)   (69)

   Income before provision
     for income taxes                  $ 108   $ 102    $(618) $ 240
</TABLE>

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





<PAGE>
                            - 9 -

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

2. GENERAL

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

In  connection  with the condensed financial  statements  and
notes  included  in this Report, reference  is  made  to  the
financial  statements  and  notes thereto  contained  in  the
Company's 1995 Annual Report on Form 10-K, as filed with the 
Securities and Exchange Commission.

3. 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
                                        Sept. 30,         Sept. 30,
                                     1996       1995   1996      1995

U.S. federal statutory rate           35%        35%   (35)%      35%
Operating losses of foreign 
  subsidiaries                         -          1      -         1
Adjustment of deferred tax 
  asset allowance                      -          -     (1)        -
State and local income taxes          (7)         2     (5)        2
Other                                  1         (3)    (1)       (3)

Effective tax rate                    29%        35%   (42)%      35%
</TABLE>

During  the  first  quarter  of 1996,  the  Company  reversed
approximately  $7  million  of its valuation  allowances,  as
management  determined that the operating loss  carryforwards
of certain foreign subsidiaries are realizable.


4.   INVENTORIES

Inventories are summarized as follows:

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

                                            September 30,  December 31,
                                                1996           1995
                                             (In millions of dollars)

Finished goods                                  $290           $210
Materials and supplies                           148            127
FIFO inventory                                   438            337

Less: Reduction to LIFO basis                    (88)           (84)

Inventories                                     $350           $253
</TABLE>


Approximately   $191  million  and  $175  million   of   FIFO
inventories  were valued using the LIFO method  at  September
30, 1996 and December 31, 1995, respectively.





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

5.   CONSOLIDATED STATEMENT OF CASH FLOWS

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

<TABLE>
<S>                             <C>     <C>    <C>      <C>
                                   Quarter        Nine Months
                                    Ended            Ended
                                  Sept. 30,        Sept. 30,
                                1996    1995     1996    1995
                                  (In millions of dollars)
Income taxes                    $ 3     $(17)  $(6)     $(39)
Cost of borrowed funds           12       7      51       56
</TABLE>

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

Supplemental  Disclosure of Non-cash Investing and  Financing
Activities

Please  see  Note 6 to the Consolidated Financial  Statements
for further information.


6.  ACQUISITIONS

During  the  third  quarter  of 1996,  the  Company  acquired
substantially  all  the  assets  of  the  Canadian   extruded
polystyrene foam insulation business (Celfortec)  of  Celfort
Construction  Materials Inc. The purchase price of  Celfortec
was  $22  million ($30 million Canadian), including  possible
subsequent  contingent  consideration.   The  acquisition  of
Celfortec  was consummated by the exchange of 472,250  shares
of  the Company's common stock and less than $1 million  cash
for  all  the  acquired assets and liabilities. Additionally,
during   the  second  quarter  of  1996,  the  Company   made
acquisitions in the U.K. and U.S. Building Materials segment.
The   aggregate   purchase  price  of  the   second   quarter
acquisitions was $39 million.

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

The  purchase  price  allocations were based  on  preliminary
estimates  of fair market value and are subject to  revision.
The purchase of Celfortec and the second quarter acquisitions
included   goodwill   of   $15  million   and   $7   million,
respectively.  The goodwill is being amortized on a straight-
line  basis  over  40  years.  The pro forma  effect  of  the
acquisitions  was  not material to net income  for  the  nine
months ended September 30, 1996 or 1995.

7. DIVIDENDS

During  the  second quarter of 1996, the Board  of  Directors
approved an annual dividend policy of 25 cents per share  and
declared  a  quarterly  dividend of  6-1/4  cents  per  share
payable on October 15, 1996 to shareholders of record  as  of
September 30, 1996.






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

8.                        CONTINGENT LIABILITIES

ASBESTOS LIABILITIES

The   Company   is   a   co-defendant   with   other   former
manufacturers,  distributors  and  installers   of   products
containing asbestos and with miners and suppliers of asbestos
fibers (collectively, the "Producers") in personal injury and
property  damage  litigation.  The personal injury  claimants
generally   allege  injuries  to  their  health   caused   by
inhalation  of  asbestos fibers from the Company's  products.
Most  of  the  claimants seek punitive  damages  as  well  as
compensatory  damages.  The property damage claims  generally
allege  property  damage  to school,  public  and  commercial
buildings  resulting from the presence of products containing
asbestos.   Virtually  all  of the asbestos-related  lawsuits
against   the   Company   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, 1996, approximately  155,500  asbestos
personal  injury claims were pending against the Company,  of
which  29,700 were received in the first nine months of 1996.
The  Company  received approximately 55,900  such  claims  in
1995, 29,100 in 1994, and 32,400 in 1993.

Many  of  the recent claims appear to be the product of  mass
screening programs and not to involve malignancies  or  other
significant   asbestos  related  impairment.    The   Company
believes that as many as 40,000 of the recent claims  involve
plaintiffs   whose  pulmonary  function  tests  (PFTs)   were
improperly   administered  or  manipulated  by  the   testing
laboratory  or  otherwise inconsistent  with  proper  medical
practice,  and  it  is  investigating  a  number  of  testing
organizations  and  their methods.   On  June  19,  1996  the
Company  filed  suit in federal court in New Orleans  against
the  owners  and  operators  of  certain  pulmonary  function
testing laboratories in the southeastern US challenging  such
improper testing practices. This matter is now in active pre-
trial discovery.

The  Company  is  engaging in discussions  with  a  group  of
approximately  30  leading plaintiffs' law firms  to  explore
approaches toward resolution of its asbestos liability.   The
discussions  involve the possible resolution of both  pending
claims  and  claims that may be filed in the  future.   While
discussions are ongoing, the law firms involved in the  talks
have  agreed  to  refrain from serving any  further  asbestos
claims  on  the  Company  unless they  involve  malignancies.
Unless  extended, this agreement will expire on  November  1,
1996.  This agreement may have impacted the number  of  cases
received  by the Company during the second and third quarters
of 1996.

Through  September  30, 1996, the Company  had  resolved  (by
settlement  or  otherwise)  approximately  179,000   asbestos
personal injury claims, including the dismissal in May  1996,
for  lack  of medical proof, of approximately 15,000 maritime
cases which named Owens Corning as a defendant, resulting  in
an  11,700 case reduction in the backlog after reduction  for
duplicate  cases and cases previously settled.  During  1993,
1994,  and  1995,  the Company resolved approximately  60,000
asbestos personal injury claims, over 99% without trial,  and
incurred total indemnity payments of $641 million (an average
of about $10,700 per case).






<PAGE>
                           - 12 -
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

8. CONTINGENT LIABILITIES (Continued)

The  Company'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 the Company; the extent of
the   claimant's  exposure  to  asbestos-containing  products
manufactured,  sold  or  installed by  other  Producers;  the
number  and financial resources of other Producer defendants;
the  jurisdiction of suit; the presence or absence  of  other
possible  causes of the claimant's illness; the  availability
or  not  of legal defenses such as the statute of limitations
or  state  of the art; whether the claim was resolved  on  an
individual  basis  or  as  part of a  group  settlement;  and
whether  the  claim  proceeded  to  an  adverse  verdict   or
judgment.

Insurance

As  of September 30, 1996, the Company had approximately $368
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
1997 and beyond under agreements with the carriers confirming
such  coverage.   All  of the Company's  liability  insurance
policies  cover  indemnity  payments  and  defense  fees  and
expenses subject to applicable policy limits.

In  addition  to  its  confirmed primary  level  non-products
insurance,   the   Company  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, the Company has
estimated  its  probable  recoveries  in  respect   of   this
additional  non-products  coverage  at  $225  million,  which
amount  was  recorded in the second quarter  of  1996.   This
coverage  is  unconfirmed  and  the  amount  and  timing   of
recoveries  from these excess level policies will  depend  on
subsequent negotiations or proceedings.

Reserve

The  Company's 1995 financial statements included  a  reserve
for  the  estimated  cost associated with  asbestos  personal
injury  claims  that may be received through the  year  1999.
Such  financial statements did not include any provision  for
the  cost  of  unasserted claims which might be  received  in
years  subsequent to 1999 because management  was  unable  to
predict  the  number of such claims and other  factors  which
would  affect the cost of such claims.  Throughout 1996,  the
Company  continued  to  review  the  feasibility  of   making
provision for the cost of unasserted asbestos personal injury
claims  with respect to claims which may be received  by  the
Company  during and after the year 2000.  In conducting  such
review the Company took into account, among other things, the
effect of recent federal court decisions relating to punitive
damages  and  the certification of class actions in  asbestos
cases,  the  pendency of the discussions with  the  group  of
plaintiffs' law firms referred to above, the results  of  its
continuing  investigations of medical screening practices  of
the  kind  at  issue in the New Orleans PFT law suit,  recent
developments as to the prospects for federal and  state  tort
reform, the continued rate of case filings at historically -






<PAGE>
                           - 13 -
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

8.   CONTINGENT LIABILITIES (Continued)

high  levels,  additional  information  on  filings  received
during  the 1993-1995 period and other factors.  As a  result
of  the  review,  the  Company took a non-recurring,  noncash
charge  to earnings of $1.1 billion in the second quarter  of
1996.  This charge represented the Company's estimate of  the
indemnity   and  defense  costs  associated  with  unasserted
asbestos personal injury claims that may be received  by  the
Company in years subsequent to 1999.

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.

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

<TABLE>
<S>                               <C>        <C>
                                September 30,December 31,
                                    1996         1995
                               (In millions of dollars)
Reserve for asbestos
litigation claims

   Current                         $   325   $ 250
   Other                             1,735     887

   Total Reserve                     2,060   1,137

Insurance for asbestos
litigation claims

   Current                             100     100
   Other                               493     330

   Total Insurance                     593     430

   Net Asbestos Liability           $1,467   $ 707

</TABLE>

The  Company  cautions that such factors  as  the  number  of
future  asbestos personal injury claims received by  it,  the
rate of receipt of such claims, and the indemnity and defense
costs  associated  with asbestos personal injury  claims,  as
well  as  the prospects for confirming additional  insurance,
including   the  additional  $225  million  in   non-products
coverage   referenced  above,  are  influenced  by   numerous
variables  that are difficult to predict, and that estimates,
such  as the Company's, which attempt to take account of such
variables,  are  subject  to considerable  uncertainty.   The
Company  believes  that  its  estimate  of  Liabilities   and
Insurance will be sufficient to provide for the costs of  all
pending  and  future  asbestos personal  injury  claims  that
involve    malignancies   or   significant   asbestos-related
functional impairment.  While such estimates cover unimpaired
claims,  the  number and cost of unimpaired claims  are  much
harder  to  predict and such estimates reflect the  Company's
belief that such claims have little or no value.  The Company
will  continue  to  review the adequacy of  its  estimate  of
Liabilities and Insurance on a periodic basis and  make  such
adjustments as may be appropriate.





<PAGE>
                           - 14 -

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


8. CONTINGENT LIABILITIES (Continued)

Management Opinion

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

NON-ASBESTOS LIABILITIES

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







<PAGE>
                           - 15 -

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

(All  per  share information in Item 2 is on a fully  diluted
basis.   All  references to results from  ongoing  operations
exclude the impact of special items reported for the relevant
period.)

RESULTS OF OPERATIONS

For  the  third  quarter of 1996, the  Company  reported  net
income of $80 million, or $1.44 per share, an increase of  14
percent  from net income of $70 million, or $1.28 per  share,
for the quarter ended September 30, 1995. The earnings growth
from   operations   reflects  primarily   the   benefits   of
acquisitions,  strong  results  from  the  roofing  and  foam
businesses,  and  a  favorable litigation settlement  with  a
former supplier, partially offset by increased administrative
charges    resulting    from   the    Company's    continuing
implementation   of   its  global  productivity   initiative,
Advantage 2000.

   
Net sales were $1,025 million for the quarter ended September
30,  1996, an 11 percent increase from the 1995 level of $927
million.   The growth is attributable to volume increases  in
the Building Materials segment worldwide, particularly in the
U.S.,   combined   with   the  incremental   increases   from
acquisitions.   Gross margin for the quarter ended  September
30 was 27 percent of sales in 1996, compared to 26 percent in
1995.   
    
For  the  nine months ended September 30, 1996,  the  Company
reported  a  net  loss of $354 million, or $6.86  per  share,
compared  to net income of $165 million, or $3.18 per  share,
for  the comparable 1995 period. The net loss was the  result
of  a $1.1 billion charge taken during the second quarter  to
quantify  the  Company's liability for asbestos claims  which
may be received after 1999 as well as a probable $225 million
additional  recovery  from insurance carriers  (collectively,
the  "asbestos charge"), having a combined impact after taxes
of  $542 million. Excluding the impact of the asbestos charge
and  the special items reported in the first quarter of 1996,
net  income  for  the  first nine months  of  1996  was  $188
million,  or  $3.42 per share, an increase of  14%  over  the
comparable prior year period.  Net sales for the nine  months
ended  September 30, 1996 were $2.830 billion, a 7%  increase
over the $2.648 billion reported in the first nine months  of
1995.  This increase reflects the incremental sales from  the
Company's acquisitions in combination with the improvement in
the  Building  Materials segment, particularly in  the  U.S.,
where  increased demand due to natural disasters in the  East
has  required  expansion  of service territories  of  several
roofing plants.

Marketing and administrative expenses from ongoing operations
for  the  nine  months  ended September  30,  1996  increased
approximately 13% over the same period in 1995, primarily  as
a  result  of  incremental administrative expenses  from  the
acquisitions late in 1995 and 1996 as well as the  impact  of
the continuing implementation of the Company's Advantage 2000
program.   Advantage  2000 is a business system  designed  to
accelerate  the  speed and simplify the  processes  of  doing
business  globally.   When fully implemented,  the  Advantage
2000  program  will  replace over 200 fragmented  information
systems  with a fully integrated system, leading to increased
productivity and cost savings.

In  the  Building Materials segment, sales increased 17%  and
11%  for  the quarter and nine month periods ended  September
30,  1996, respectively, compared to the same periods of  the
prior year.  This
                              
                              
                              
                              
                              
                              
<PAGE>                              
                            - 16 -
                              
growth  reflects  the  incremental  sales  from  acquisitions
combined  with an increase in volume worldwide,  particularly
in the U.S.  The third quarter sales increase in the U.S. was
largely  driven by the roofing business which benefited  from
an  increase in demand.  Additionally, the Company  continues
to  realize the benefits of integrating new products into its
distribution  systems, improving the sales of  products  like
Foamular(R)   extruded  polystyrene.   The  Company   expects
further  benefits  from this integration  combined  with  its
newly  introduced System Thinking(TM) strategy,  which  links
the   Company's  growing  product  offering  with   technical
expertise, to provide solution-oriented systems.

Income   from  ongoing  operations  for  Building   Materials
increased  23%  for the quarter and 11% for the  nine  months
ended September 30, 1996 when compared to the same periods in
1995.  The increase in the third quarter is primarily due  to
productivity   improvements  in  the  roofing  business   and
improving profitability from Canadian operations.

In   the   third  quarter  of  1996,  the  Company   acquired
substantially all the assets of the foam insulation  business
of Celfort Construction Materials Inc. of Canada.  Renamed OC
Celfortec,  the Valleyfield, Quebec business, which  produces
FOAMULAR(R)   rigid  polystyrene  foam  insulation,   is   an
important part of the Company's growth agenda into  the  foam
insulation business.  The acquisition of Celfortec  increases
the  Company's foam insulation plants to six, with a  seventh
under construction in China.

Additionally,  at  the end of the third quarter  the  Company
reached  an  agreement  to acquire  a  majority  interest  in
Acoustical  Fibreglass  Insulation  (Mnfg)  (Pty)  Ltd.,  the
largest   South   African   manufacturer   of   glass   fiber
reinforcements and glass fiber and rock wool insulation.  The
new  company,  headquartered in Johannesburg,  South  Africa,
will be known as Owens Corning South Africa (Pty) Ltd.

In  the  second quarter of 1996, the Company acquired certain
U.S.  assets  of  Partek Insulation, Inc.,  a  subsidiary  of
Partek   North   America,   Inc.    Partek's   rockwool-based
insulation  will  help  the  Company  extend  its  mechanical
insulation    product    offering   into   higher-temperature
applications.  Additionally the Company acquired  the  United
Kingdom-based Linpac Insulation.  With production  facilities
in  the  U.K. and Spain, Linpac's extruded polystyrene  (XPS)
PolyFoam(R)  insulation  will  be  added  to  the   Company's
European building materials product line.

In  the Composite Materials segment, sales decreased slightly
for  the  quarter and nine months ended September  30,  1996,
compared  to  the same periods of the prior year.   Gains  in
Latin  America, an identified growth region, and in the U.S.,
were  more  than  offset by declines in  Europe  and  Canada,
attributable   to  a  softening  demand,   as   well   as   a
strengthening U.S. dollar.  Composite Materials  income  from
operations in the third quarter of 1996 increased 9% compared
to  the  third  quarter of 1995. For the  nine  months  ended
September  30, 1996, income from ongoing operations increased
12% compared to the same period in 1995, primarily due to  an
improvement    in   pricing   combined   with    productivity
initiatives, particularly in the U.S.


LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

In  June  1996  the  Company  announced  that  its  Board  of
Directors had approved an annual dividend policy of 25  cents
per  share  and declared a quarterly dividend of 6-1/4  cents
per  share  payable  on October 15, 1996 to  shareholders  of
record as of September 30, 1996.

Cash   flow   from   operations,  excluding  asbestos-related
activities, was $114 million for the third quarter  of  1996,
compared to $135 million for the third quarter of 1995.   The
decrease   is attributable in part to an increase in  working
capital,  particularly receivables, due to  strong  September
sales,  coupled with increased composites inventories,  where
short-term  capacity  is  being  modified  as  the  Company's
customers adjust their inventory levels.
                              




<PAGE>
                           - 17 -

At  September 30, 1996, the Company's net working capital was
$34  million  and  its current ratio was  1.03,  compared  to
negative  $9  million and .99, respectively, at December  31,
1995.   The  increase in 1996 is in part due to an  increased
sales  volume  driving  receivables as  well  as  incremental
receivables  from  acquisitions,  offset  in  large  part  by
increased short term borrowings. Inventories at September 30,
1996  increased  38%  over December 31, 1995  levels  due  to
anticipated   fourth  quarter  demand   together   with   the
incremental inventories of acquisitions as well as  the  item
discussed  in  the  preceding paragraph.   Inventories  as  a
percent of sales for the nine months ended September 30, 1996
and  1995 remained relatively unchanged at approximately 12%.
Please  see  Notes  4  and  5 to the  Consolidated  Financial
Statements.

The  Company's  total borrowings at September 30,  1996  were
$1.147  billion, $254 million higher than at  year-end  1995.
The  Company's increased borrowings in 1996 are being  driven
by  the  build of inventories for anticipated fourth  quarter
demand as well as other working capital requirements.

As  of  September 30, 1996, the Company had unused  lines  of
credit  of  $231 million available under long-term bank  loan
facilities  and  an additional $137 million under  short-term
facilities,  compared  to  $358  million  and  $239  million,
respectively,  at year-end 1995.  The decrease  in  available
lines   of  credit  is  primarily  the  result  of  increased
borrowings.   Letters  of credit issued under  the  Company's
long-term  U.S. loan facility, most of which support  appeals
from  asbestos  trials, reduce credit  availability  of  that
facility.  The impact of such reduction is reflected  in  the
unused lines of credit discussed above.

Capital spending for property, plant and equipment, excluding
acquisitions and investments in affiliates, was  $57  million
and  $224  million  for  the quarter and  nine  months  ended
September  30,  1996, respectively. For the  year  1996,  the
Company   anticipates   capital   spending,   exclusive    of
acquisitions   and   investments   in   affiliates,   to   be
approximately $285 million.  The Company expects that funding
for  these expenditures will be from the Company's operations
and external sources as required.

Gross  payments  for asbestos litigation  claims  during  the
third quarter of 1996, including $13 million in defense costs
and  $3  million  for appeal bond and other costs,  were  $57
million or $34 million after-tax. During the third quarter of
1996,  the Company received approximately 5,400 new  asbestos
personal  injury cases and closed approximately 2,100  cases.
Over the next twelve months, the Company's total payments for
asbestos  litigation  claims, including  defense  costs,  are
expected  to  be approximately $325 million.   Proceeds  from
insurance  of  $100 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.  Please see Note  8
to the Consolidated Financial Statements.

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

In  June 1996 the Company filed a lawsuit in federal court in
New  Orleans alleging a massive scheme to defraud the Company
in  connection  with  asbestos litigation  cases.   The  suit
alleges  that  medical test results in tens of  thousands  of
asbestos claims were falsified by the owners and operators of
certain pulmonary function testing laboratories.  The Company
believes that as many as 40,000 claims in its current backlog
involve  plaintiffs  whose  pulmonary  function  tests   were
improperly   administered  or  manipulated  by  the   testing
laboratory  or  otherwise inconsistent  with  proper  medical
practice.

The  Company has been deemed by the Environmental  Protection
Agency (EPA) to be a potentially responsible party (PRP) with
respect    to   certain   sites   under   the   Comprehensive
Environmental   Response,  Compensation  and  Liability   Act
(Superfund).  The Company has also been deemed  a  PRP  under
similar  state  or local laws, including two state  Superfund
sites     where     the    Company     is     the     primary





<PAGE>
                           - 18 -

generator.  In other instances, other PRPs have brought suits
or claims against the Company as a PRP for contribution under
such  federal, state or local laws.  During the third quarter
of  1996,  the Company was designated a PRP in such  federal,
state,  local  or  private proceedings  for  five  additional
sites.   At  September  30, 1996, a  total  of  43  such  PRP
designations  remained unresolved by  the  Company,  some  of
which designations the Company believes to be erroneous.  The
Company is also involved with environmental investigation  or
remediation at a number of other sites at which  it  has  not
been  designated a PRP.  The Company has established  an  $18
million  reserve for its Superfund (and similar state,  local
and  private  action) contingent liabilities.   In  addition,
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 financial position
or results of operations.

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 glass fiber manufacturing and  asphalt
processing  activities.  The EPA's announced schedule  is  to
issue regulations covering glass fiber manufacturing by  late
1997  and  asphalt processing activities by late  2000,  with
implementation  as  to existing sources  up  to  three  years
thereafter.  Based on information now known to  the  Company,
including   the  nature  and  limited  number  of   regulated
materials  it emits, the Company does not expect the  Act  to
have a materially adverse effect on the Company's results  of
operations, financial condition or long-term liquidity.
                              
                              
                              




<PAGE>

                              
                         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:  December 20, 1996            By   /s/David W. Devonshire
                                         David W. Devonshire
                                         Senior Vice President 
                                         and Chief Financial Officer
                                         (as duly authorized officer)