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 June 30, 1996
                              
                              
                 Commission File No. 1-3660
                              
                              
                        Owens Corning
                              
                              
            Fiberglas Tower, 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 July 31, 1996
                              
                              
                         51,522,580
   
Owens Corning's Form 10-Q for the quarter ended June 30, 1996, filed on
August 14, 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          Six Months
                                        Ended             Ended
                                       June 30,          June 30,
                                    1996      1995   1996         1995
                               (In millions of dollars, except share data)

NET SALES                          $ 956     $ 877    $1,805     $1,721
COST OF SALES                        701       639     1,332      1,269

 Gross margin                        255       238       473        452

OPERATING EXPENSES
 Marketing and administrative 
   expenses                          116       102       244        215
 Science and technology expenses      20        19        41         37
 Provision for asbestos 
   litigation claims (8)             875         -       875          -
 Other                                 6         2         3         13

   Total operating expenses        1,017       123     1,163        265

INCOME (LOSS) FROM OPERATIONS       (762)      115      (690)       187
 Cost of borrowed funds               18        23        36         49

INCOME (LOSS) BEFORE PROVISION
 FOR  INCOME TAXES                  (780)       92      (726)       138
 Provision (credit) for income 
   taxes (3)                        (304)       33      (288)        50

INCOME (LOSS) BEFORE EQUITY
 IN NET INCOME OF AFFILIATES        (476)       59      (438)        88
 Equity in net income of affiliates    3         4         4          7


NET INCOME (LOSS)                 $ (473)  $    63     $(434)     $  95


NET INCOME (LOSS) PER COMMON SHARE

Primary   net   income  (loss)  
  per  share                      $(9.19)  $  1.25    $(8.43)     $1.98

Fully  diluted  net income 
  (loss) per share                $(9.19)  $  1.20    $(8.43)     $1.88

Weighted average number of 
  common shares outstanding 
  (in millions)
    Primary                         51.5      50.4      51.5       48.0
    Assuming  full  dilution        51.5      53.4      51.5       52.3
</TABLE>

                              
     The accompanying notes are an integral part of this statement.





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

CURRENT

 Cash and cash equivalents                  $   24          $  18
 Receivables                                   423            314
 Inventories (4)                               329            253
 Insurance for asbestos litigation
  claims - current portion (8)                 100            100
 Deferred income taxes                          70             70
 VEBA trust                                     42             51
 Income tax receivable                           -             50
 Investment in affiliate held for sale           -             36
 Other current assets                           29             35

   Total current                             1,017            927

OTHER

 Insurance for asbestos litigation
  claims (8)                                   492            330
 Deferred income taxes                         597            252
 Goodwill (6)                                  262            249
 Investments in affiliates                      59             50
 Other noncurrent assets                       146            147

   Total other                               1,556          1,028

PLANT AND EQUIPMENT, at cost

 Land                                           56             52
 Building and leasehold improvements           596            581
 Machinery and equipment                     2,308          2,266
 Construction in progress                      244            168
                                             3,204          3,067
   Less--Accumulated   depreciation         (1,797)        (1,761)


 Net plant and equipment                     1,407          1,306

TOTAL ASSETS                                $3,980         $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>
                                              June 30,  Dec. 31,
                                                1996      1995
                                           (In millions of dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT
 Accounts payable and accrued liabilities     $ 534     $ 587
 Reserve for asbestos litigation claims -
  current portion (8)                           275       250
 Short-term debt                                152        64
 Long-term debt - current portion                18        35

   Total current                                979       936

LONG-TERM DEBT                                  972       794

OTHER
 Reserve for asbestos litigation claims (8)   1,841       887
 Other employee benefits liability              360       367
 Pension plan liability                          68        75
 Other                                          232       220

   Total other                                2,501     1,549

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

STOCKHOLDERS' EQUITY
 Common stock                                   584       579
 Deficit (7)                                 (1,219)     (781)
 Foreign currency translation adjustments       (12)        9
 Other                                          (19)      (19)

   Total stockholders' equity                  (666)     (212)

TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                      $3,980    $3,261
</TABLE>


  The accompanying notes are an integral part of this statement.





<PAGE>
                             -5-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
            CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<S>                                   <C>      <C>      <C>    <C>
                              
                                           Quarter      Six Months
                                            Ended          Ended
                                           June 30,       June 30,
                                         1996    1995   1996    1995
                                           (In millions of dollars)

NET CASH FLOW FROM OPERATIONS
   
  Net  income (loss)                   $(473)  $   63   $(434)  $  95
 Reconciliation of net cash provided
  by operating activities:
  Noncash items:
   Provision for asbestos litigation 
     claims (8)                          875        -     875       -
   Provision for depreciation and
     amortization                         32       31      63      61
   Provision (credit) for deferred 
     income taxes                       (345)      27    (345)     41
   Other                                   4        3       7      12
  (Increase) decrease in receivables     (34)     (19)   (101)    (18)
  (Increase) decrease in inventories     (18)     (44)    (69)    (84)
  Increase (decrease) in accounts
     payable and accrued liabilities       2      (31)    (66)    (99)
  Increase (decrease) in accrued
     income taxes                          7       21      55      15
  Proceeds from insurance for asbestos
     litigation claims                    33       33      63      81
  Payments for asbestos litigation
     claims                              (86)     (57)   (121)   (155)
  Other                                   23      (49)    (14)    (77)

     Net cash flow from operations        20      (22)    (87)   (128)
    
NET CASH FLOW FROM INVESTING

 Additions to plant and equipment        (90)     (55)   (167)   (114)
 Investment in subsidiaries, net of
  cash acquired (6)                      (39)       -     (39)      -
 Proceeds from the sale of affiliate       -        -      55       -
 Other                                    (6)       2     (12)      -
                              
      Net cash flow from investing     $(135)   $ (53) $ (163)  $(114)
</TABLE>


The accompanying notes are an integral part of this statement.





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

NET CASH FLOW FROM FINANCING

 Net additions (reductions) to
  long-term credit facilities      $ 86     $(36)     $184       $ 70
 Other additions to long-term 
  debt                               13       17        13         51
 Other reductions to long-term 
  debt                              (20)     (74)      (32)      (102)
 Net increase (decrease) in
  short-term debt                    47      (32)       88        (19)
 Issuance of preferred stock of
  subsidiary (MIPS)                   -      194         -        194
 Other                                -        1         2         (7)

      Net cash flow from financing  126       70       255        187

   
    
Effect of exchange rate changes on 
  cash                                -        2         1          3

Net increase (decrease) in cash
 and cash equivalents                11       (3)        6        (52)

Cash and cash equivalents at
 beginning of period                 13       10        18         59

Cash and cash equivalents at end
 of period                        $  24    $   7     $  24      $   7
</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      Six Months
                                      Ended          Ended
                                     June 30,       June 30,
                                   1996    1995   1996    1995
1.   SEGMENT  DATA                  (In millions of dollars)

NET SALES

Industry Segments

 Building Materials
  United States                    $575    $493   $1,048   $949
  Europe                             63      62      127    127
  Canada and other                   25      20       43     51

   Total Building Materials         663     575    1,218  1,127

 Composite Materials
  United States                     149     151      297    303
  Europe                            106     115      215    220
  Canada and other                   38      36       75     71

   Total Composite Materials        293     302      587    594

Intersegment sales
 Building Materials                   -       -        -      -
 Composite Materials                 29      26       54     52
 Eliminations                       (29)    (26)     (54)   (52)

   Net sales                       $956    $877   $1,805 $1,721

Geographic Segments

 United States                     $724    $644   $1,345 $1,252
 Europe                             169     177      342    347
 Canada and other                    63      56      118    122
                                    956     877    1,805  1,721

Intersegment sales
 United States                       21      14       38     27
 Europe                              12       3       21      7
 Canada and other                    19      25       40     45
 Eliminations                       (52)    (42)     (99)   (79)

   Net sales                       $956  $  877   $1,805 $1,721
</TABLE>





<PAGE>
                             -8-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
<TABLE>
<S>                                  <C>     <C>        <C>     <C>   
                                         Quarter          Six Months
1. SEGMENT DATA (Continued)               Ended             Ended
                                         June 30,          June 30,
                                       1996    1995      1996    1995
                                          (In millions of dollars)
INCOME FROM OPERATIONS (1)

Industry Segments

 Building Materials
  United States                       $ 70    $ 56      $ 83    $ 88
  Europe                                 3       5         8      13
  Canada and other                       -       1        (4)      8

   Total Building Materials             73      62        87     109

 Composite Materials
  United States                         37      41        68      75
  Europe                                20      15        40      23
  Canada and other                       5       6        11       9

   Total Composite Materials            62      62       119     107

 General corporate expense            (897)     (9)     (896)    (29)

   Income (loss) from operations      (762)     115     (690)    187

 Cost of borrowed funds                (18)    (23)      (36)    (49)

   Income (loss) before provision
     for income taxes               $(780)    $ 92     $(726)   $138


Geographic Segments

  United States                     $  107    $ 97     $ 151   $ 163
 Europe                                 23      20        48      36
 Canada and other                        5       7         7      17
 General corporate expense            (897)     (9)     (896)    (29)

   Income (loss) from operations      (762)    115      (690)    187

 Cost of borrowed funds                (18)    (23)      (36)    (49)

   Income (loss) before provision
     for income taxes               $ (780)  $  92     $(726)   $138

</TABLE>
                              
(1)   Income  from operations for the quarter and six  months
ended  June 30, 1996 includes the Company's pretax charge  of
$875  million for asbestos litigation claims to  be  received
after 1999,  all of which was recorded as a charge to general
corporate expense.  Income from operations for the six months
ended June 30, 1996 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        Six Months
                                       Ended           Ended
                                      June 30,        June 30,
                                   1996     1995   1996      1995
                                    (In millions of dollars)

U.S. federal statutory rate        (35)%    35%     (35)%     35%
Adjustment of deferred tax 
  asset allowance                    -       -       (1)       -
State and local income taxes        (3)      2       (4)       2
Other                               (1)     (1)       -       (1)

Effective tax rate                 (39)%    36%     (40)%     36%
</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>
                                           June 30,   December 31,
                                             1996        1995
                                          (In millions of dollars)

Finished goods                             $  276      $  210

Materials and supplies                        139         127
FIFO inventory                                415         337

Less: Reduction to LIFO basis                 (86)        (84)

Inventories                                $  329       $ 253
</TABLE>

Approximately   $191  million  and  $175  million   of   FIFO
inventories  were valued using the LIFO method  at  June  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        Six Months
                                    Ended           Ended
                                   June 30,        June 30,
                                 1996    1995    1996     1995
                                    (In millions of dollars)

Income taxes                     $  8   $(23)   $ (9)    $(22)
Cost of borrowed funds             33     40      39       49
</TABLE>

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

6.  ACQUISITIONS

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  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 date.

The  purchase  price  allocations were based  on  preliminary
estimates  of fair market value and are subject to  revision.
The  purchases included goodwill of $7 million.  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 six months ended June 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.
                              
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





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

8.  CONTINGENT LIABILITIES (Continued)

or  installation of an asbestos-containing calcium  silicate,
high temperature insulation product, the manufacture of which
was discontinued in 1972.

Status

As  of June 30, 1996, approximately 152,200 asbestos personal
injury  claims  were pending against the  Company,  of  which
24,300  were received in the first six 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 lab facilities  in  the
southeastern   U.S.   challenging   such   improper   testing
practices.

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 are expected to cover 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.  This agreement may have impacted the number of
cases  received by the Company during the second  quarter  of
1996.

Through   June  30,  1996,  the  Company  had  resolved   (by
settlement  or  otherwise)  approximately  176,900   asbestos
personal  injury claims, including the dismissal in May  1996
of  approximately  15,000 maritime cases, which  named  Owens
Corning  as  a defendant, for lack of medical proof.   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).

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.






<PAGE>
                            -12-

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

8.  CONTINGENT LIABILITIES (Continued)

Insurance

As  of  June  30,  1996, the Company had  approximately  $367
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
high  levels,  additional  information  on  filings  received
during  the 1993-1995 period and other factors.  As a  result
of the review, the Company has taken a non-recurring, noncash
charge  to earnings of $1.1 billion in the second quarter  of
1996.   This charge represents 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






<PAGE>
                            -13-

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

8.  CONTINGENT LIABILITIES (Continued)

insurance  recoveries  in respect  of  such  claims  (the  
"Insurance"),  are  reported separately as follows:
<TABLE>
<S>                                   <C>           <C>
                                      Asbestos Litigation Claims
                                      June 30,      December 31,
                                        1996           1995
                                       (In millions of dollars)

Reserve for asbestos
litigation claims

     Current                           $  275         $  250
     Other                              1,841            887

                                        2,116          1,137
Insurance for asbestos
litigation claims

     Current                              100           100
     Other                                492           330

     Total Insurance                      592           430


     Net Asbestos Liability           $ 1,524        $  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.


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.


<PAGE>
                            -14-

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

8.  CONTINGENT LIABILITIES (Continued)

    

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 second quarter of 1996, the Company reported  a  net
loss  of  $473 million, or $9.19 per share, compared  to  net
income  of  $63 million, or $1.20 per share, for the  quarter
ended  June 30, 1995.  The net loss was the result of a  $1.1
billion  charge  taken  during the quarter  to  quantify  the
Company's liability for asbestos claims to 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.   Net income, excluding the impact of the  asbestos,
charge  increased by 10% to $69 million, or $1.25 per  share,
for  the  quarter when compared to the same period  in  1995.
The   earnings   growth  from  ongoing  operations   reflects
primarily  the benefits of acquisitions and reduced  cost  of
borrowed  funds,  offset in part by increased  administrative
charges    resulting    from   the    Company's    continuing
implementation   of   its  global  productivity   initiative,
Advantage 2000.
   
Net  sales were $956 million for the quarter ended  June  30,
1996, a 9% increase from the 1995 level of $877 million.  The
growth  is  attributable to volume increases in the  Building
Materials segment, particularly in the U.S., coupled with the
incremental  increases from acquisitions.  Gross  margin  for
the  quarter  ended June 30 was 27% in both  1996  and  1995.
    

For  the six months ended June 30, 1996, the Company reported
a  net loss of $434 million, or $8.43 per share, compared  to
net  income  of  $95  million, or $1.88 per  share,  for  the
comparable 1995 period. Net income ongoing operations for the
first  six  months  of 1996 was $108 million,  or  $1.98  per
share,  an  increase  of 14% over the comparable  prior  year
period.   Net  sales for the six months ended June  30,  1996
were  $1.805  billion, a 5% increase over the $1.721  billion
reported  in  the  first six months of 1995.   This  increase
reflects   the   incremental   sales   from   the   Company's
acquisitions in combination with the improvement in  Building
Materials sales in the U.S.

Marketing and administrative expenses from ongoing operations
for   the   six   months  ended  June  30,   1996   increased
approximately 10% over the same period in 1995, primarily  as
a  result  of  incremental administrative expenses  from  the
acquisitions late in 1995 and early 1996 as well as an impact
from 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 15% and 8%
for  the quarterly and six month periods ended June 30, 1996,
respectively, compared to the same periods of the prior year.
This  growth reflects the incremental sales from acquisitions
coupled  with  an increase in volume, particularly  in  North
America.  The second quarter sales increase in North  America
was largely driven by the roofing and asphalt business in the
U.S.  which benefited from an increase in demand following  a
slow  first  quarter  hampered by severe weather  conditions.
Additionally,  the  Company  is  realizing  the  benefits  of
integrating  new  products  into  its  distribution  systems,
improving  the  sales  of products like Foamular(R).   Income
from ongoing operations for Building Materials increased  18%
for  the  quarter and was relatively unchanged  for  the  six
months  ended  June  30,  1996  when  compared  to  the  same




<PAGE>
                            -16-

periods  in  1995.   The increase in the  second  quarter  is
primarily due to productivity improvements in the roofing and
asphalt business.

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 assets from
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 six months ended June 30, 1996, compared
to  the  prior year periods, as slight gains in the Company's
identified growth regions of Africa/Latin America  were  more
than  offset by declines attributable to a shift  in  product
mix  in North America, currency exchange fluctuations  and  a
softening demand in Europe.  Composite Materials income  from
ongoing  operations in the second quarter of  1996  was  even
with  the  second quarter of 1995. For the six  months  ended
June  30, 1996, income from ongoing operations increased  16%
compared  to  the same period in 1995, primarily  due  to  an
improvement in pricing coupled with productivity initiatives.

During  the quarter, the Company announced plans  for  a  new
large-diameter  glass  reinforced plastic  (GRP)  pipe  joint
venture  in Turkey, which is expected to start production  in
the   first   half  of  1997.   Additionally  the  previously
announced  GRP  pipe  venture  in  Cordoba,  Argentina  began
operations.  Generally, the Company's GRP pipe is marketed to
governments  and  private industry for  major  infrastructure
projects for the transport of water and waste.

The  Company's  cost of borrowed funds for the quarter  ended
June 30, 1996 was $5 million lower than during second quarter
1995,  reflecting  decreased borrowings  resulting  from  the
issuance  of  $200  million  of  convertible  monthly  income
preferred securities in May 1995.

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 $73 million for the second quarter  of  1996,
compared to $2 million for second quarter 1995.  The increase
is  attributable in part to the partial reimbursement to  the
Company  from  the  VEBA  trust established  in  1995  and  a
reduction  in  the level of appeal bonds supporting  asbestos
trials.   Inventories  at June 30, 1996  increased  30%  over
December  31,  1995  levels  due to  the  Company's  seasonal
inventory  build  in  the first half  of  the  year  and  the
incremental  inventories of acquisitions.  Inventories  as  a
percent   of sales for the six months ended June 30  remained
constant at 18% for 1996 and 1995.  Please see Notes 4 and  5
to the Consolidated Financial Statements.

At  June 30, 1996, the Company's net working capital was  $38
million  and its current ratio was 1.04 compared to  negative
$9  million and .99, respectively, at December 31, 1995.  The
increase  in  1996 is in part due to the second quarter  1995
reduction in short-term borrowings and the seasonal build  of
inventories.  Additionally, during the first quarter of 1996,
the  Company  established  a new long-term  revolving  credit
facility  in the U.K. which replaced several short-term  debt
instruments in Europe.





<PAGE>
                            -17-

The  Company's total borrowings at June 30, 1996 were  $1.142
billion,   $249   million  higher  than  at  year-end   1995.
Typically, the Company reports greater cash usage during  the
first half of the year as the Company builds inventories  and
other working capital.

As  of  June 30, 1996, the Company had unused lines of credit
of   $225   million  available  under  long-term  bank   loan
facilities  and  an additional $152 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  $90  million
and  $167  million for the quarter and six months ended  June
30,  1996,  respectively.  For the  year  1996,  the  Company
anticipates  capital spending, exclusive of acquisitions  and
investments in affiliates, to be approximately $313  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
second  quarter  of  1996, including $13 million  in  defense
costs  and  $1 million for appeal bond and other costs,  were
$86  million.   Proceeds  from insurance  were  $33  million,
resulting in a net pretax cash outflow of $53 million, or $32
million  after-tax.  During the second quarter of  1996,  the
Company  received approximately 11,400 new asbestos  personal
injury cases and closed approximately 15,200 cases.  Over the
next twelve months, the Company's total payments for asbestos
litigation  claims, including defense costs, are expected  to
be  approximately $275 million.  Proceeds from  insurance  of
$100  million  are expected to be available  to  cover  these
costs,  resulting  in  a  net pretax  cash  outflow  of  $175
million,  or  $105 million after-tax.  The recording  of  the
$1.1  billion  charge  relating  to  asbestos  claims  to  be
received  after  1999 and the probable $225 million  recovery
from  excess  level non-products insurance  carriers  is  not
expected  to  impact cash payments until the year  2000,  and
will be spread out over 15 years or more.  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 the U.S. District
Court  for  the  Eastern  District of  Louisiana  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  three  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 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 second quarter of 1996,  the
Company  was  not  designated a PRP in such  federal,  state,
local  or  private proceedings for any additional sites.   At
June  30,  1996, a total of 38 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)





<PAGE>
                            -18-

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)