CERTIFICATE OF INCORPORATION
                              
                             OF
                              
                        OWENS CORNING
                              
We, the undersigned, in order to form a corporation for the purposes 
hereinafter  stated,  under  and  pursuant  to the provisions of the 
General Corporation Law of the  State of Delaware, do hereby certify 
as follows:

FIRST. The name of this corporation is

                        Owens Corning
                              
SECOND. Its  principal office in the State of Delaware is located at 
1209 Orange Street, City of Wilmington, County of New Castle,  State 
of Delaware.   The  name  and  address  of its resident agent is The 
Corporation Trust Company, 1209 Orange Street,  Wilmington, Delaware.

THIRD. The nature of the business and the objects and purposes to be 
transacted,  promoted  and  carried  on  by  the  corporation are as 
follows:

    A.  To manufacture,  fabricate,  buy,  sell and deal in all
    kinds,  forms and combinations of fibres composed of glass, 
    minerals or any other substance and in the products thereof 
    or in which such fibres form a part;  and machinery, tools, 
    implements,  materials  and  supplies  for  the manufacture 
    thereof;  and  to  acquire,   construct,   equip,  operate, 
    maintain  and  dispose  of  factories, laboratories and all 
    other  things necessary or convenient for manufacturing and 
    dealing in such fibres and substances and products thereof, 
    and  such  machinery,   tools,  implements,  materials  and 
    supplies;
   
    B.  To manufacture,  purchase  or  otherwise  acquire, own,
    mortgage,  pledge,  sell, assign and transfer, or otherwise
    dispose  of,  and to invest,  trade,  deal in and deal with
    goods,   wares  and  merchandise,  and  real  and  personal 
    property of every class and description;
   
    C.  To  apply  for,  purchase or otherwise acquire patents,
    licenses,  inventions, improvements, processes, copyrights, 
    trade systems, trademarks and trade names and any secret or 
    other information and any right,  option,  or  contract  in 
    relation  thereto,  and to fulfill the terms and conditions
    thereof, and to maintain, lease, license, sell, transfer or 
    otherwise  dispose  of  and turn to account and deal in the
    same;
   
    D.  To enter into any agreement for the sharing of profits, 
    union  of  interest,  cooperation  or  joint  adventure, or 
    otherwise,  with any person,  partnership,  trustee,  joint 
    stock  association,  or  corporation,  or  any  business or 
    transaction  capable of being conducted so as,  directly or 
    indirectly, to benefit this corporation;
   
    E.  To establish,  support,  maintain and operate or aid in 
    the establishment,  support,  maintenance  and operation of 
    associations,  institutions, funds, trusts and conveniences 
    calculated  to benefit employees or the ex employees of the 
    corporation  or  the  dependents  or  connections  of  such 
    persons; and to grant pensions and allowances,  and to make 
    payments for insurance, and to subscribe or guarantee money 
    for  any  charitable  or  benevolent  objects,  or  for any 
    exhibition, or for any public, general or useful objects;
   
    F.  To promote and organize any corporation or corporations 
    for   the  purpose  of  acquiring  or  owning  any  of  the 
    properties,  rights and liabilities of this corporation, or 
    for any other purpose which may seem directly or indirectly 
    calculated to benefit this corporation;
   
    G.  To acquire  the  goodwill,  rights,  and properties and
    the  whole  or   any  part  of  the  assets,  tangible   or
    intangible,  and  to  undertake  or  in any way assume  the  
    liabilities of any person, firm, association or corporation, 
    or to  purchase the  shares of or any other interest in any 
    firm, association or corporation; to pay for said goodwill, 
    rights,  properties,  assets,  shares  or other interest in 
    cash,  the  shares  of  this   company,   bonds   or  other 
    obligations of this corporation, or any other consideration, 
    or by undertaking the whole or any part of  the liabilities 
    of the transferors; to hold or in any manner dispose of the 
    whole or any part of such property so purchased; to conduct 
    the whole or any part of any business so acquired;  and  to
    exercise all  the  powers necessary  or convenient  in  and  
    about the conduct and management of such business;
   
    H.  To guarantee,  purchase,  hold,  sell, assign, transfer, 
    mortgage, pledge  or  otherwise  dispose  of  shares of the 
    capital stock of, or any bonds,  securities or evidences of 
    indebtedness  created   by   any   other   corporation   or
    corporations organized under the laws of  this state or any 
    other state,  country, nation or government,  and while the 
    owner  thereof to  exercise  all  the  rights,  powers  and 
    privileges of ownership;
   
    I.  To enter into, make and perform contracts of every kind
    and   description with  any  person,   firm,   association,
    corporation, municipality,  county, state, body politic  or 
    government or colony or dependency thereof;
   
    J.  To borrow or raise moneys for any of the purposes of the 
    corporation  and  from  time  to  time,  without limit as to 
    amount,  to draw,  make,  accept, endorse, execute and issue 
    promissory notes, drafts, bills of exchange, warrants, bonds,
    debentures  and   other   negotiable   or   non   negotiable
    instruments and evidences of indebtedness  and to secure the 
    payment  of  any  thereof  and  of  the  interest thereon by 
    mortgage  upon or pledge,  conveyance or assignment in trust 
    of the whole or any part of the property of the corporation,  
    whether  at  the  time  owned or thereafter acquired, and to
    sell,  pledge  or  otherwise  dispose of such bonds or other 
    obligations of the corporation for its corporate purposes;
   
    K.  To purchase,  hold,  sell and transfer the shares of its 
    own  capital  stock  provided  it shall not use its funds or  
    property for the purchase of its own shares of capital stock 
    when  such  use  would  cause  any impairment of its capital 
    except  as  otherwise  permitted by law and provided further 
    that  shares of  its own capital stock belonging to it shall 
    not be voted upon directly or indirectly;

    L.  To have one or more offices and to conduct any or all of 
    its operations or business and to promote its objects within 
    and without the  State of Delaware without restriction as to 
    place or amount;

    M.  To  have  and  to  exercise  any  and  all  powers   and 
    privileges  now  or  hereafter  conferred  by  the  laws  of 
    Delaware and all extensions thereof  by  amendments  thereto 
    hereafter made;

    N.  To do all  or any of the above things in any part of the
    world as principal,  agent,  contractor or otherwise, and by 
    or through trustees,  agents or otherwise,  and either alone 
    or  in  conjunction  with  others,  and to do all such other  
    things  as  are  necessary,  convenient  or expedient to the 
    above purposes.

And it is hereby expressly provided that the enumeration herein of specific
purposes or powers shall not be held to limit or restrict in any manner the
general powers of the corporation;  and it is further provided that any and 
all of the foregoing objects,  powers or purposes  may at any time and from 
time to time be changed,  altered or  amended in the manner provided by law 
for the amendment of certificates of incorporation,  and none  of the above
clauses or the purposes  therein specified  or the powers thereby conferred 
shall be deemed subsidiary or auxiliary merely to the purposes mentioned in 
the first or any other  clause of this article,  but the company shall have
full  power to  exercise all  or any of the powers conferred by any part of 
this article in any part of the world.
     
FOURTH.  The  total  number  of  shares  of  stock which the Corporation is 
authorized to issue is 108,000,000 shares of which:

(a)   8,000,000  shares shall be Preferred Stock, issuable in series, of no 
par value per share, and 

(b)  100,000,000  shares  shall  be  Common  Stock of par value of $.10 per
share.

The designations, powers, preferences and rights,  and the  qualifications,
limitations or restrictions of the Preferred Stock and the Common Stock are 
as follows:

  A.  Preferred Stock

  The  Preferred Stock may be issued from time to time in one or more 
  series  and  with such designation for each such series as shall be 
  stated and expressed in the resolution or resolutions providing for 
  the issue  of  each  such series adopted by the Board of Directors. 
  The  Board  of  Directors  in any such resolution or resolutions is
  expressly authorized to state and express for each such series:
   
      (i)   Voting rights, if any, including, without limitation, the  
      authority to confer multiple votes per share, voting rights  as 
      to specified matters or issues or, subject to the provisions of 
      this Certificate of Incorporation, as amended, voting rights to 
      be exercised either together with holders of Common Stock  as a 
      single class, or independently as a separate class;
      
      (ii)   The rate per annum and the times at and conditions  upon  
      which the holders of shares of such series shall be entitled to
      receive dividends, the conditions and the dates upon which such 
      dividends shall be payable and whether such dividends shall  be 
      cumulative or noncumulative, and, if cumulative, the terms upon 
      which such dividends shall be cumulative;

      (iii)  Redemption,  repurchase,  retirement  and  sinking  fund 
      rights, preferences and limitations, if any, the amount payable  
      on  shares  of  such  series  in  the event of such redemption,
      repurchase  or  retirement,  the  terms  and  conditions of any
      sinking  fund,  the  manner  of creating such fund or funds and 
      whether  any  of  the  foregoing   shall   be   cumulative   or 
      noncumulative;

      (iv)  The  rights  to  which  the holders of the shares of such
      series shall be entitled  upon  any  voluntary  or  involuntary
      liquidation, dissolution or winding up of the Corporation;

      (v)   The  terms, if any, upon which the shares of such  series  
      shall be convertible into, or exchangeable for, shares of stock  
      of  any  other  class  or classes or of any other series of the
      same  or  any  other  class  or classes, including the price or
      prices  or  the rate or rates of conversion or exchange and the
      terms of adjustment, if any; and

      (vi)   Any  other  designations,  preferences   and   relative,
      participating,   optional  or   other   special   rights,   and
      qualifications, limitations or restrictions thereof so  far  as  
      they  are  not  inconsistent  with  the  provisions   of   this
      Certificate  of  Incorporation,  as  amended,  and  to the full
      extent  now or hereafter permitted by the laws of the  State of
      Delaware.

All shares of the Preferred Stock of any one series shall be identical to  
each  other  in all respects, except that shares of any one series issued  
at  different  times  may  differ  as  to  the dates from which dividends 
thereon, if cumulative, shall be cumulative. 

B.   Common Stock

      (i)  Whenever dividends upon  the  Preferred Stock at the time 
      outstanding shall have been paid in full for all past dividend 
      periods or declared and set apart for payment,  such dividends 
      as may be determined by the Board of Directors may be declared 
      by  the  Board  of Directors and paid from time to time to the 
      holders of the Common Stock.

      (ii)  In  the event of any liquidation, dissolution or winding
      up of the affairs of the  Corporation,  whether  voluntary  or 
      involuntary, the assets and funds of the Corporation remaining
      after the payment to the holders of the Preferred Stock at the 
      time outstanding of  the  full  amounts to which they shall be 
      entitled  shall be distributed among the holders of the Common 
      Stock according to their respective shares.

      (iii)  The shares of Common Stock shall entitle the holders of 
      record  thereof  to one vote for  each share  upon all matters 
      upon which  stockholders  have the right to vote, subject only 
      to any exclusive  voting  rights  which may vest in holders of
      the Preferred Stock under the provisions of any  series of the
      Preferred Stock established by the Board of Directors pursuant 
      to the authority provided in this Article Fourth.

FIFTH.  The minimum amount of capital with which the  corporation will 
commence business is One Thousand Dollars ($1,000.00).

SIXTH.  The name and place of  residence  of each of the incorporators 
are as follows:
           Names              Residence
L.E. Gray............... Wilmington, Delaware
L.H. Herman..............Wilmington, Delaware
Walter Lenz..............Wilmington, Delaware

SEVENTH.  The private property of the stockholders shall not be subject 
to the payment of corporate debts to any extent whatever.

EIGHTH.   In furtherance  and not in limitation of the powers conferred 
by  the  laws  of  the  State  of  Delaware,  the Board of Directors is
expressly authorized:

   A.  To authorize and cause to be executed mortgages and liens, 
   without  limit  as  to  amount,  upon  the  real and personal
   property   of   the   corporation,  including  after-acquired 
   property;
   
   B.  From  time  to  time  without  the  assent or vote of the 
   stockholders,  to  fix  the  times  for  the  declaration and 
   payment  of  dividends;  to  fix  and  vary the  amount to be 
   reserved  as working capital;  to set apart out of any of the 
   funds of the corporation available for dividends a reserve or 
   reserves for any proper purpose and to abolish any reserve so 
   created;  to fix  and  determine,  subject to the limitations 
   imposed  by  law,  what portion of the consideration received 
   upon  any  issue  of  stock shall constitute capital and what
   portion,  if any,  paid-in surplus;  to cause dividends to be 
   paid  from such paid-in  surplus or  from any  surplus due to 
   appreciation  in  value of any property of the corporation in 
   the same manner as though the same were net profits or earned  
   surplus; to determine whether dividends shall be declared and 
   paid in cash or capital stock of the  corporation or in other 
   property; to determine the use and disposition of any surplus 
   or net  profits  of  the corporation and to use and apply any 
   such  surplus or  net profits for the purchase or acquisition 
   of  bonds  or  other  obligations  or  shares of stock of the
   corporation  to  such extent and in such manner and upon such 
   terms as the Board of Directors  shall  deem  expedient,  and 
   shares of stock of  the  corporation so purchased or acquired 
   may  be  resold  unless  such  shares  have been canceled and 
   retired  for  the  purpose  of  decreasing  the  stock of the
   corporation as provided by law;
   
   C.  Without the assent or vote of the stockholders, from time 
   to time,  to authorize and put into operation a plan or plans 
   whereby the officers and employees of the corporation, or any 
   of them, shall participate in the earnings and profits of the 
   corporation;  and  pursuant to any plan so adopted, the Board
   of  Directors  shall  have  power to authorize the payment of
   extra  compensation  to  any  officer  or employee and in the 
   discretion of the Board of Directors such payment may be made 
   in cash or  in full-paid  shares of  the capital stock of the 
   corporation or otherwise.
                      
   D.  The Corporation may in its By-Laws confer powers upon its 
   Board  of  Directors  in  addition  to  the  foregoing and in 
   addition  to  the  powers and authorities expressly conferred
   upon it by statute.
   
NINTH.  The fact that the stockholders or directors or officers of the 
corporation are,  in whole or in part,  the same as those of any other 
corporation  shall  not  in  any   way   affect   the   validity   and 
enforceability  of  any  agreement  or  transaction  between  the  two 
corporations.

TENTH.  The  stockholders  and  directors shall have the power to hold 
their meetings,  to have an office or offices and to keep the books of 
this corporation  (subject to the provisions of the statutes)  outside 
of the State of Delaware  at such places  as may from  time to time be 
designated by the By-Laws or by resolution  of the Board of Directors.

ELEVENTH.

   (a)  Elections  for  directors shall not be by ballot unless demand 
   is  made  for  election by ballot by a stockholder entitled to vote 
   for the election of directors.
   
   (b)  The business and affairs of the Corporation  shall be  managed 
   by a Board of  Directors  consisting of not less than nine nor more  
   than fourteen persons.  The exact number of  directors  within  the  
   minimum and maximum limitations specified in the preceding sentence 
   shall be fixed from time to time by the Board of Directors pursuant 
   to a resolution  adopted by  the affirmative  vote of a majority of
   the  entire  Board  of Directors;  and  such  exact number shall be
   eleven  unless  otherwise  determined by resolution so adopted by a 
   majority  of  the  entire  Board  of  Directors.    As used in this 
   Certificate  of Incorporation, the term "entire Board of Directors" 
   means   the   total   authorized  number  of  directors  which  the 
   Corporation would have if there were no vacancies.
   
   At the 1984 Annual Meeting of Stockholders,  the directors shall be
   divided into three classes,  as nearly equal in number as possible, 
   with  the  term  of office of the first class to expire at the 1985 
   Annual  Meeting  of  Stockholders, the term of office of the second
   class  to expire at the 1986 Annual Meeting of Stockholders and the 
   term  of  office  of  the  third class to expire at the 1987 Annual
   Meeting of Stockholders. Commencing with the 1985 Annual Meeting of 
   Stockholders,  directors elected  to  succeed those directors whose 
   terms  have thereupon expired shall be elected for a term of office 
   to  expire  at  the third succeeding Annual Meeting of Stockholders
   after their election.  If the number of directors is  changed,  any 
   increase or  decrease shall  be apportioned among the classes so as 
   to maintain,  if possible,  the equality of the number of directors 
   in each class, but in no case will a  decrease  in  the  number  of
   directors shorten the term  of  any incumbent  director.   If  such 
   equality  is  not  possible,  the increase  or  decrease  shall  be
   apportioned among  the classes in such a way that the difference in 
   the number of directors in any two classes shall not exceed one.

   (c)  Subject  to  the  rights  of  the  holders  of  any  series of 
   Preferred  Stock  or  any  other  class  of  capital  stock  of the
   Corporation  (other than the Common Stock) then outstanding, newly-
   created directorships resulting from  an increase in the authorized 
   number  of  directors in any class of directors or vacancies in any 
   such  class  resulting   from   death,   resignation,   retirement, 
   disqualification,  removal from office  or  other  cause shall,  if 
   occurring  prior  to  the  expiration of the term of office of such 
   class, be filled only by the affirmative vote of a  majority of the
   remaining  directors  of  the  entire  Board  of  Directors then in 
   office, although  less than a quorum,  or  by  the  sole  remaining 
   director.   Any director  of any class so elected shall hold office
   for a term that shall coincide with  the  remaining  term  of  that 
   class.  His successor  shall  be elected by the stockholders at the 
   same  time  and  for  the  same term as the other directors of that 
   class.

   (d)  Whenever  the  holders  of any one or more series of Preferred
   Stock  issued  by  the  Corporation  shall  have  the right, voting 
   separately by series,  to elect directors  at an  annual or special  
   meeting of stockholders,  the election,  term of office, filling of 
   vacancies  and  other  features  of  such  directorships  shall  be 
   governed  by  this  Article  Eleventh  unless  expressly  otherwise 
   provided  by  the  resolution  or  resolutions  providing  for  the 
   creation of such series.   

   (e)  Notwithstanding any other provision  of  this  Certificate  of 
   Incorporation  and  subject to the other provisions of this Article 
   Eleventh, the Board of Directors shall determine the rights, powers,
   duties, rules and procedures that shall affect the directors' power 
   to  manage  and direct the business and affairs of the Corporation. 
   Without  limiting  the  foregoing,  the  Board  of  Directors shall 
   designate  and  empower committees of the Board of Directors, shall 
   elect and empower the officers of the Corporation,  may appoint and 
   empower  other  officers  and  agents of the Corporation, and shall 
   determine the time and place of,  and the notice requirements  for, 
   Board meetings,  as well as quorum and voting requirements for, and 
   the manner of taking, Board action.

TWELFTH.  Any action required or permitted to be taken by the stockholders 
of the corporation must be effected  at  a  duly  called annual or special
meeting of such holders and may not  be effected by any consent in writing
by such holders.  Except  as  otherwise required by law and subject to the 
rights of the holders of any  class or series of stock having a preference
over  the  Common  Stock  as  to  dividends  or upon liquidation,  special
meetings of  stockholders of  the  corporation  may  be called only by the 
Board of Directors  pursuant to a resolution approved by a majority of the 
entire Board of Directors.

THIRTEENTH.

  A.  In addition to any affirmative vote required by law or this
  Certificate of Incorporation or the By-Laws of the corporation, 
  and except as otherwise expressly provided in Section B of this
  Article  THIRTEENTH,  a  Business  Combination  (as hereinafter 
  defined)  with,  or  proposed by or on behalf of, an Interested 
  Stockholder  (as  hereinafter  defined)  or  any  Affiliate  or
  Associate   (as   hereinafter   defined)   of  such  Interested 
  Stockholder or any  person who thereafter would be an Affiliate 
  or  Associate of such Interested Stockholder shall require  the 
  affirmative  vote  of  not  less  than sixty-six and two-thirds 
  percent  (66 2/3%)  of  the  votes  entitled  to be cast by the 
  holders of all the then outstanding shares of Voting Stock  (as 
  hereinafter  defined),  voting  together  as  a  single  class, 
  excluding  Voting  Stock  beneficially owned by such Interested
  Stockholder.   Such   affirmative   vote   shall   be  required 
  notwithstanding  the fact that no vote may be required, or that 
  a lesser percentage or separate class vote may be specified, by
  law  or  in any agreement with any national securities exchange 
  or otherwise.

  B.  The  provisions  of  Section  A  of this Article THIRTEENTH 
  shall not be applicable to any particular Business Combination, 
  and   such   Business   Combination  shall  require  only  such 
  affirmative vote, if any, as is required by law or by any other
  provision of this Certificate of  Incorporation or the  By-Laws
  of  the  corporation,   or  any  agreement  with  any  national 
  securities  exchange,  if  all  of  the conditions specified in 
  either  of  the following Paragraphs 1 or 2 are met or,  in the 
  case of a  Business  Combination  not  involving the payment of 
  consideration  to  the holders of the corporation's outstanding
  Capital  Stock  (as  hereinafter  defined),  if  the  condition 
  specified in the following Paragraph 1 is met:

    1.  The Business Combination shall have been approved, either
    specifically or as a transaction which is within  an approved
    category   of  transactions,  by  a  majority  (whether  such 
    approval is made prior to or subsequent to the acquisition of,
    or announcement  or public  disclosure  of  the  intention to 
    acquire, beneficial ownership of the Voting Stock that caused 
    the  Interested   Stockholder   to   become   an   Interested 
    Stockholder)  of  the  Continuing  Directors  (as hereinafter 
    defined).

    2.  All of the following conditions shall have been met:
 
      a.  The  aggregate  per  share amount of cash and the Fair 
      Market Value  (as hereinafter defined),  as of the date of
      the  consummation  of   the   Business   Combination,   of 
      consideration other than cash to be received by holders of
      Common  Stock  in  such  Business  Combination shall be at 
      least equal to the highest amount determined under clauses 
      (i), (ii), (iii) and (iv) below;

        (i)  (if applicable)  the  highest   per   share   price 
        (including any brokerage commissions, transfer taxes and 
        soliciting dealers' fees)  paid  by  or on behalf of the
        Interested  Stockholder for any share of Common Stock in 
        connection  with  the  acquisition  by   the  Interested 
        Stockholder of beneficial ownership of shares of  Common 
        Stock  (x)  within the two-year period immediately prior 
        to  the  first  public   announcement  of  the  proposed
        Business Combination (the "Announcement Date") or (y) in 
        the   transaction  in  which  it  became  an  Interested 
        Stockholder,  whichever  is  higher,  in  either case as
        adjusted for any subsequent stock split, stock dividend, 
        subdivision or reclassification affecting or relating to
        the Common Stock;

        (ii)  the Fair Market Value per share of Common Stock on 
        the  Announcement  Date  or  on  the  date  on which the 
        Interested  Stockholder became an Interested Stockholder
        (the  "Determination Date"),  whichever  is  higher,  as 
        adjusted for any subsequent stock split, stock dividend,
        subdivision or reclassification affecting or relating to 
        the Common Stock;
  
        (iii)  (if applicable)  the price per share equal to the 
        Fair  Market  Value per share of Common Stock determined 
        pursuant  to  the  immediately  preceding  clause  (ii),
        multiplied  by  the  ratio of (x)  the highest per share 
        price  (including  any  brokerage  commissions, transfer 
        taxes and soliciting dealers' fees) paid by or on behalf 
        of  the  Interested  Stockholder for any share of Common 
        Stock  in  connection  with  the  acquisition   by   the
        Interested Stockholder of beneficial ownership of shares 
        of Common  Stock  within the two-year period immediately 
        prior  to  the  Announcement  Date,  as adjusted for any 
        subsequent stock split,  stock dividend,  subdivision or
        reclassification  affecting  or  relating  to the Common 
        Stock  to  (y) the Fair Market Value per share of Common 
        Stock on the day  immediately preceding the first day in
        such two-year period on which the Interested Stockholder 
        acquired  beneficial  ownership  of  any share of Common 
        Stock, as adjusted for any subsequent stock split, stock 
        dividend, subdivision or reclassification  affecting  or 
        relating to the Common Stock; and
   
        (iv)  the  corporation's net income  per share of Common 
        Stock  for  the  four  full  consecutive fiscal quarters 
        immediately preceding the Announcement Date,  multiplied 
        by  the  higher  of the then price/earnings multiple (if 
        any)  of  such  Interested  Stockholder  or  the highest
        price/earnings  multiple  of  the Corporation within the 
        two-year  period  immediately preceding the Announcement 
        Date (such price/earnings multiples being determined  as 
        customarily  computed  and  reported  in  the  financial 
        community).
   
    b.  The  aggregate  amount  per  share  of cash and the Fair 
    Market Value,  as  of  the  date  of the consummation of the 
    Business Combination, of consideration other than cash to be
    received  by  holders  of  shares  of any class or series of 
    outstanding Capital Stock, other than Common Stock, shall be
    at  least  equal  to  the  highest  amount  determined under
    clauses (i), (ii), (iii) and (iv) below:

        (i)  (if  applicable)   the   highest  per  share  price 
        (including any brokerage commissions, transfer taxes and 
        soliciting  dealers'  fees)  paid by or on behalf of the
        Interested  Stockholder  for  any share of such class or 
        series  of  Capital  Stock  in   connection   with   the 
        acquisition by the Interested  Stockholder of beneficial
        ownership  of  shares of such class or series of Capital 
        Stock  (x)  within the two-year period immediately prior 
        to  the  Announcement  Date or (y) in the transaction in 
        which it became an Interested Stockholder,  whichever is
        higher,  in  either  case as adjusted for any subsequent 
        stock    split,    stock   dividend,    subdivision   or
        reclassification affecting or relating  to such class or
        series of Capital Stock;
   
        (ii)  the  Fair  Market Value per share of such class or 
        series of Capital Stock on the Announcement Date  or  on 
        the Determination Date, whichever is higher, as adjusted 
        for  any  subsequent  stock   split,   stock   dividend, 
        subdivision or reclassification affecting or relating to 
        such class or series of Capital Stock;

        (iii)  (if applicable) the price per share equal  to the 
        Fair  Market  Value per share of such class or series of
        Capital  Stock  determined  pursuant  to the immediately
        preceding clause  (ii),  multiplied by the ratio of  (x) 
        the highest  per  share  price  (including any brokerage
        commissions, transfer taxes and soliciting dealers'fees) 
        paid  by  or on behalf of the Interested Stockholder for 
        any  share  of  such class or series of Capital Stock in 
        connection  with  the  acquisition  by   the  Interested 
        Stockholder  of  beneficial  ownership of shares of such 
        class  or  series  of  Capital Stock within the two year 
        period  immediately  prior  to the Announcement Date, as 
        adjusted for any subsequent stock split, stock dividend,
        subdivision or reclassification affecting or relating to 
        such class or series of  Capital Stock to  (y)  the Fair
        Market  Value  per  share  of  such  class  or series of 
        Capital Stock on the day immediately preceding the first 
        day  in  such  two  year  period on which the Interested 
        Stockholder  acquired  beneficial ownership of any share 
        of such class  or series of  Capital Stock,  as adjusted
        for   any   subsequent   stock  split,  stock  dividend, 
        subdivision or reclassification affecting or relating to 
        such class or series of Capital Stock; and

        (iv)  (if  applicable)  the  highest preferential amount 
        per  share  to which the holders of shares of such class 
        or  series  of  Capital  Stock  would be entitled in the 
        event  of  any  voluntary  or  involuntary  liquidation, 
        dissolution  or  winding  up  of   the  affairs  of  the
        corporation   regardless   of   whether   the   Business 
        Combination to be consummated constitutes such an event.

The  provisions  of  this  Paragraph  2 shall be required to be met with 
respect to every class or  series of outstanding Capital Stock,  whether 
or not the Interested Stockholder  has  previously  acquired  beneficial 
ownership of any shares of a particular class or series of Capital Stock.

    c.  The   consideration   to  be  received  by  holders  of  a 
    particular class or series of outstanding  Capital Stock shall 
    be in cash or in the same form as previously  has been paid by 
    or on behalf of the Interested Stockholder  in connection with 
    its direct or indirect acquisition of  beneficial ownership of
    shares  of  such  class  or  series  of Capital Stock.  If the 
    consideration  so  paid  for  shares of any class or series of 
    Capital Stock varied  as to form, the  form  of  consideration 
    for such class or series of Capital Stock shall be either cash 
    or  the  form  used  to  acquire  beneficial  ownership of the
    largest  number  of  shares of such class or series of Capital 
    Stock previously acquired by the 
    Interested Stockholder.
   
    d.  After the Determination Date and prior to the consummation 
    of such Business Combination:  (i)  except as  approved  by  a
    majority of the Continuing Directors, there shall have been no
    failure to declare and pay at the regular  dates  therefor any 
    full quarterly dividends  (whether or not cumulative)  payable 
    in accordance with the terms of any outstanding Capital Stock; 
    (ii) there shall have been no reduction in  the annual rate of 
    dividends  paid  on  the Common  Stock (except as necessary to 
    reflect any stock split, stock dividend or subdivision  of the 
    Common  Stock),  except as  approved  by  a  majority  of  the 
    Continuing Directors; (iii)  there shall have been an increase 
    in  the annual  rate  of dividends paid on the Common Stock as 
    necessary to  reflect  any  reclassification   (including  any 
    reverse stock split), recapitalization,  reorganization or any
    similar transaction that has the effect of reducing the number 
    of  outstanding  shares of Common Stock, unless the failure so 
    to increase such annual rate is  approved by a majority of the 
    Continuing Directors;  and  (iv)  such  Interested Stockholder 
    shall not have become the beneficial owner of  any  additional
    shares of Capital Stock except as part of the transaction that
    results in such Interested  Stockholder becoming an Interested
    Stockholder and  except  in  a  transaction that, after giving 
    effect thereto,  would  not result  in  any  increase  in  the 
    Interested  Stockholder's  percentage  beneficial ownership of 
    any class or series of Capital Stock.

    e.  A proxy or information statement  describing the  proposed 
    Business  Combination  and  complying with the requirements of
    the Securities Exchange Act of 1934, as amended, and the rules 
    and  regulations  thereunder  (the  "Exchange  Act")  or,  any 
    subsequent  provisions  replacing  the  Exchange Act, shall be 
    mailed to all stockholders of the corporation at least 30 days  
    prior  to  the   consummation  of  such  Business  Combination 
    (whether  or  not  such  proxy  or  information  statement  is 
    required  to  be  mailed  pursuant  to  the  Exchange  Act  or 
    subsequent  provisions).  The  proxy  or information statement 
    shall contain on the first page thereof, in a prominent place, 
    any  statement  as  to the advisability (or inadvisability) of 
    the Business Combination that the Continuing Directors, or any 
    of them,  may choose  to  make  and,  if deemed advisable by a 
    majority  of  the  Continuing  Directors,  the  opinion  of an 
    investment   banking  firm  selected  by  a  majority  of  the
    Continuing  Directors as  to the fairness (or absence thereof) 
    of  the  terms  of  the  Business Combination from a financial
    point  of  view  to  the  holders of the outstanding shares of 
    Capital  Stock  other  than the Interested Stockholder and its  
    Affiliates  or  Associates, such investment banking firm to be 
    paid a reasonable fee for its services by the corporation.

    f.  Such  Interested Stockholder shall not have made any major 
    change in  the  corporation's  business  or   equity   capital 
    structure without the approval of a majority of the Continuing
    Directors.

C.  The following definitions shall apply with respect to this Article
THIRTEENTH:

    1.  The term "Business Combination" shall mean:
 
            a.  any merger or consolidation of the corporation or any 
            Subsidiary   (as  hereinafter  defined)  with   (i)   any 
            Interested Stockholder or (ii) any other company (whether 
            or  not  itself  an  Interested  Stockholder) which is or
            after such merger or consolidation would be an  Affiliate 
            or Associate of an Interested Stockholder; or
      
            b.  any sale, lease, exchange, mortgage, pledge, transfer 
            or other disposition or security arrangement, investment, 
            loan,  advance,   guarantee,   agreement   to   purchase,
            agreement to pay,  extension  of  credit,  joint  venture 
            participation or other arrangement (in one transaction or 
            a series of transactions) with or for the  benefit of any 
            Interested Stockholder or any Affiliate or  Associate  of 
            any   Interested   Stockholder   involving   any  assets,  
            securities, obligations or commitments of the corporation, 
            any  Subsidiary  or  any  Interested  Stockholder  or any 
            Affiliate or  Associate  of  any  Interested  Stockholder
            which has an aggregate Fair Market Value and/or  involves 
            aggregate   commitments   of   $2,500,000   or   more  or
            constitutes more than 5 percent of the book value  of the 
            total  assets  (in  the  case  of  transactions involving
            assets  or  commitments  other  than  capital stock) or 5
            percent of the  stockholders'  equity  (in  the  case  of
            transactions in capital stock) of the entity in  question 
            (the  "Substantial  Part"),  as  reflected  in  the  most 
            recent fiscal year-end consolidated balance sheet of such 
            entity  existing  at  the  time  the  stockholders of the
            corporation would be required to approve or authorize the 
            Business Combination involving  the  assets,  securities, 
            obligations    and/or    commitments   constituting   any
            Substantial Part, provided that any arrangement,  whether 
            as employee,  consultant  or  otherwise,  other than as a
            director, pursuant to which any Interested Stockholder or 
            any Affiliate or Associate  thereof  shall,  directly  or 
            indirectly, have any control  over  or  management of any
            aspect  of  the  business  or affairs of the corporation,
            shall  be deemed   to   be   a   "Business   Combination"
            irrespective  of  the  value  test  set  forth  above; or

            c.  the  adoption  of  any  plan  or  proposal  for   the
            liquidation or dissolution of the corporation or  for any 
            amendment to the corporation's By-Laws; or
  
            d.  any  reclassification  of  securities  (including any 
            reverse  stock  split),  or   recapitalization   of   the 
            corporation,  or  any  merger  or  consolidation  of  the
            corporation  with  any  of  its Subsidiaries or any other 
            transaction (whether or not with or  otherwise  involving
            an Interested Stockholder)  that has the effect, directly
            or indirectly, of increasing the proportionate  share  of
            any class or series of Capital  Stock,  or any securities
            convertible into Capital Stock or into equity  securities 
            of any Subsidiary, that  is  beneficially  owned  by  any
            Interested Stockholder or any Affiliate or  Associate  of 
            any Interested Stockholder; or
     
            e.  any   agreement,   contract   or   other  arrangement
            providing for any one or more of the actions specified in
            the foregoing clauses (a) to (d).

        2.  The term "Capital Stock" shall mean all capital  stock of 
        the corporation  authorized  to  be  issued from time to time 
        under  Article  FOURTH  of this Certificate of Incorporation, 
        and  the  term  "Voting Stock"  shall  mean all Capital Stock
        which by its terms may be voted on all matters  submitted  to  
        stockholders of the corporation generally.

        3.  The  term  "person"  shall  mean  any  individual,  firm,
        company or other entity and shall include any group comprised 
        of any person and any other person with whom such  person  or
        any Affiliate or Associate of such person  has any agreement, 
        arrangement or understanding, directly or indirectly, for the 
        purpose of acquiring, holding, voting or disposing of Capital
        Stock.

        4.  The term "Interested Stockholder"  shall  mean any person 
        (other than the corporation or any  Subsidiary and other than
        any  profit-sharing,  employee  stock  ownership   or   other 
        employee benefit plan of the corporation or any Subsidiary or 
        any  trustee  of  or  fiduciary with respect to any such plan
        when acting in such capacity) who (a) is or  has announced or 
        publicly  disclosed  a  plan  or  intention  to  become   the 
        beneficial  owner  of  Voting  Stock representing ten percent 
        (10%) or more of the votes entitled to be cast by the holders 
        of all then outstanding shares of Voting Stock; or  (b) is an 
        Affiliate or  Associate  of  the  corporation and at any time
        within the two-year period immediately prior  to  the date in 
        question  was   the   beneficial   owner  of   Voting   Stock 
        representing ten  percent (10%) or more of the votes entitled
        to be cast by the holders of all then  outstanding  shares of
        Voting Stock.

        5.  A  person  shall  be  a "beneficial owner" of any Capital 
        Stock  (a)  which  such  person  or  any of its Affiliates or 
        Associates  beneficially  owns,  directly  or indirectly; (b) 
        which such person or any of its Affiliates or Associates has, 
        directly  or  indirectly,  (i)  the right to acquire (whether
        such right is exercisable immediately or subject only to  the 
        passage of time),  pursuant  to any agreement, arrangement or
        understanding  or  upon  the  exercise  of conversion rights, 
        exchange rights, warrants or options, or otherwise,  or  (ii) 
        the right to vote pursuant to any  agreement, arrangement  or 
        understanding; or (c) which are beneficially owned,  directly
        or indirectly, by any other person with which such  person or 
        any of  its  Affiliates  or  Associates  has  any  agreement, 
        arrangement  or  understanding  for the purpose of acquiring,
        holding, voting or disposing of any shares of Capital  Stock. 
        For  the  purposes  of  determining  whether  a  person is an 
        Interested  Stockholder  pursuant  to  Paragraph  4  of  this
        Section C, the number of shares of Capital Stock deemed to be 
        outstanding shall include shares deemed beneficially owned by
        such  person  through  application  of  this  Paragraph  5 of
        Section C, but shall not include any  other shares of Capital
        Stock  that  may  be  issuable  pursuant  to  any   agreement,
        arrangement or understanding, or upon  exercise of conversion 
        rights, warrants or options, or otherwise.

        6.  The terms "Affiliate"  and  "Associate"  shall  have  the 
        respective  meanings  ascribed  to  such  terms in Rule 12b-2 
        under  the  Exchange  Act  as in effect on July 24, 1986 (the 
        term "registrant" in said Rule 12b-2 meaning in this case the 
        corporation).

        7.  The  term  "Subsidiary"  means  any  company  of  which a
        majority  of  any  class  of  equity security is beneficially 
        owned  by  the  corporation;  provided, however, that for the
        purposes  of  the  definition  of  Interested Stockholder set
        forth in Paragraph 4 of this Section C, the term "Subsidiary" 
        shall mean only a company of which a majority of each class of 
        equity security is beneficially owned by the corporation.

        8.  The term "Continuing Director" means (i) any member of the
        Board  of  Directors  of  the  corporation   (the   "Board  of
        Directors"),  while  such  person  is a member of the Board of 
        Directors,  who  is  not  an   Interested  Stockholder  or  an 
        Affiliate  or  Associate  or  representative of the Interested
        Stockholder and was a member of  the  Board of Directors prior
        to  the  time  that  the  Interested   Stockholder  became  an
        Interested Stockholder, and  (ii)  any person who subsequently 
        becomes a member of the Board of Directors, while such  person 
        is  a  member  of  the  Board  of  Directors,  who  is  not an
        Interested  Stockholder  or  an   Affiliate  or  Associate  or 
        representative of the Interested Stockholder, if such person's
        nomination for election or election to the Board of  Directors
        is recommended or approved by a  majority  of  the  Continuing
        Directors then in office.

        9.  The term "Fair Market Value" means (a) in the case of cash, 
        the amount of such cash; (b) in the case of stock, the highest
        closing  sale  price  during  the  30-day  period  immediately 
        preceding the date in question of a share of such stock on the
        Composite Tape for New York Stock Exchange- Listed Stocks, or, 
        if such stock is not quoted on the Composite Tape, on the New
        York Stock Exchange,  or, if such stock is not listed on such
        Exchange, on the principal United States securities  exchange 
        registered  under  the  Exchange  Act  on which such stock is 
        listed, or, if such stock is not listed on any such exchange,
        the highest closing bid quotation with  respect to a share of 
        such  stock  during  the  30-day period preceding the date in
        question  on  the National Association of Securities Dealers, 
        Inc. Automated Quotations System or any similar  system  then 
        in use, or if no such  quotations  are  available,  the  fair
        market value on the date in question of a share of such stock
        as determined by a majority of the  Continuing  Directors  in 
        good faith;  and  (c) in the case of property other than cash 
        or stock, the fair market value of such property  on the date 
        in question as determined in good faith by a majority of  the
        Continuing Directors.
   
        10.  In the event of any Business Combination  in  which  the 
        corporation survives,  the  phrase  "consideration other than 
        cash  to  be  received"  as used in Paragraphs 2.a and 2.b of 
        Section B of this Article THIRTEENTH shall include the shares 
        of  Common  Stock  and/or  the  shares  of any other class or
        series  of  Capital  Stock  retained  by  the holders of such
        shares.
   
   D.  A  majority  to  the Continuing Directors shall have the power
   and duty to determine for the purposes of this Article THIRTEENTH,
   on  the  basis  of  information  known  to  them  after reasonable 
   inquiry,  all  questions  arising  under  this Article THIRTEENTH,
   including  without   limitation,   (a)  whether  a  person  is  an 
   Interested Stockholder, (b) the number of shares  of Capital Stock
   or other securities beneficially owned by any person,  (c) whether 
   a person is an Affiliate or Associate of another,  (d)  whether  a
   Proposed Action (as hereinafter defined) is with,  or proposed by, 
   or  on  behalf  of  an  Interested  Stockholder or an Affiliate or 
   Associate of an Interested Stockholder,  (e)  whether  the  assets 
   that  are  the  subject  of  any Business Combination have, or the 
   consideration  to  be  received  for  the  issuance or transfer of
   securities by the corporation or any  Subsidiary  in  any Business 
   Combination has,  an aggregate Fair Market Value of  $2,500,000 or 
   more,  and  (f)  whether  the  assets  or  securities that are the 
   subject of any Business Combination constitute a Substantial Part.
   Any such determination made  in  good  faith  shall be binding and
   conclusive on all parties.

   E. Nothing contained in this Article THIRTEENTH shall be construed 
   to  relieve  any  Interested  Stockholder   from   any   fiduciary
   obligation imposed by law.

   F.  The  fact  that  any  Business  Combination  complies with the 
   provisions  of  Section  B of this Article THIRTEENTH shall not be
   construed  to   impose   any   fiduciary   duty,   obligation   or 
   responsibility on the Board of Directors,  or  any member thereof, 
   to approve such Business Combination or recommend its adoption  or 
   approval to the stockholders of the corporation,  nor  shall  such 
   compliance limit, prohibit or otherwise restrict in any manner the
   Board  of  Directors,  or  any  member  thereof,  with  respect to 
   evaluations of or actions and responses taken with respect to such 
   Business Combination.
 
   G.  For  the  purposes  of  this  Article  THIRTEENTH,  a Business 
   Combination  or  any  proposal  to  amend,  repeal  or  adopt  any
   provision of this Certificate of Incorporation  inconsistent  with 
   this  Article  THIRTEENTH  (collectively,  "Proposed  Action")  is 
   presumed to have been proposed by, or on behalf of,  an Interested
   Stockholder  or  an  Affiliate  or  Associate   of  an  Interested
   Stockholder or a person who thereafter would become  such  if  (1) 
   after the Interested Stockholder became such,  the Proposed Action
   is  proposed  following  the  election  of  any  director  of  the
   corporation who with respect to such Interested Stockholder, would 
   not  qualify  to  serve  as  a  Continuing  Director,  or (2) such
   Interested Stockholder,  Affiliate,  Associate or person votes for
   or consents to the adoption of any such Proposed Action, unless as
   to such Interested Stockholder,  Affiliate,  Associate or person a 
   majority  of  the  Continuing  Directors  makes   a   good   faith
   determination that such Proposed Action is  not  proposed by or on
   behalf  of  such  Interested  Stockholder, Affiliate, Associate or 
   person,  based  on  information  known  to  them  after reasonable 
   inquiry.

   H.  Notwithstanding any other provisions of  this  Certificate  of
   Incorporation   or   the   By-Laws   of   the   corporation   (and
   notwithstanding  the  fact  that  a  lesser percentage or separate 
   class  vote  may  be  specified  by  law,   this   Certificate  of
   Incorporation or the By-Laws of the corporation),  any proposal to
   amend,  repeal  or  adopt  any  provision  of  this Certificate of
   Incorporation inconsistent with this Article  THIRTEENTH  which is
   proposed  by  or  on  behalf  of  an  Interested Stockholder or an
   Affiliate or Associate of an Interested  Stockholder shall require
   the affirmative vote of the holders of not less than sixty-six and 
   two-thirds percent (66 2/3%) of the votes entitled to be  cast  by 
   the  holders  of  all the then outstanding shares of Voting Stock,
   voting  together  as  a  single  class,   excluding  Voting  Stock
   beneficially  owned  by  such  Interested  Stockholder;  provided,
   however,  that  this  Section  H  shall  not  apply  to,  and such
   sixty-six  and  two-thirds  percent  (66 2/3%)  vote  shall not be
   required  for,  any  amendment,  repeal  or  adoption  unanimously
   recommended by the Board of Directors if all of such directors are 
   persons who would be eligible to  serve  as  Continuing  Directors
   within  the  meaning  of  Section C, Paragraph 8 of  this  Article 
   THIRTEENTH.

FOURTEENTH.  The corporation shall indemnify to the full extent authorized 
or permitted by law any person made, or threatened to be made, a party  to 
any  action  or  proceeding  (whether civil or criminal or  otherwise)  by
reason of the fact that he,  his  testator  or  intestate,  is  or  was  a 
director or officer of the corporation or  by reason of the fact that such
director or officer, at the request of the corporation,  is or was serving 
any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, in any capacity.  Nothing contained herein shall 
affect  any  rights  to  indemnification  to  which  employees  other than
directors  and  officers  may  be  entitled  by  law.   No director of the 
corporation  shall  be  personally  liable  to  the  corporation  or   its 
stockholders for monetary damages for any breach of fiduciary duty by such 
a  director  as  a  director.   Notwithstanding the  foregoing sentence, a 
director shall be liable to the extent provided by applicable law  (i) for 
any  breach  of  the  director's duty of loyalty to the corporation or its
stockholders,  (ii)  for  acts  or  omissions  not  in good faith or which 
involve  intentional  misconduct  or  a  knowing  violation  of law, (iii)
pursuant to Section  174 of the Delaware General Corporation Law,  or (iv)
for any transaction from which such  director derived an improper personal
benefit.  No amendment to or repeal of this Article FOURTEENTH shall apply 
to  or  have  any  effect  on  the  liability  or alleged liability of any 
director of the corporation for or with respect  to any acts or  omissions
of such director occurring prior to such amendment.

FIFTEENTH.  The  By-Laws  of  this  corporation  may  be  amended  by  the 
affirmative vote of a majority  of the whole  Board of Directors or by the 
affirmative  vote  of  the  holders  of  a  majority  of  the  issued  and
outstanding common stock of this corporation. Any provision of the By-Laws 
adopted or amended by the stockholders may be amended by the Board of
Directors except that the stockholders may 
from time to time specify particular provisions 
thereof which shall not be amended by the Board 
of Directors.

SIXTEENTH.

   (a) Notwithstanding anything contained in this Certificate of 
   Incorporation to the contrary, Article ELEVENTH, Article
   TWELFTH and Article FOURTEENTH hereof shall not be altered,
    amended or repealed and no provision inconsistent therewith
   shall be adopted without the affirmative vote of the holders of 
   at least 66 2/3% of the voting power of all the shares of the
   corporation entitled to vote generally in the election of directors, 
   voting together as a single class. Notwithstanding anything
   contained in this Certificate of Incorporation to the contrary, the
   affirmative vote of the holders of at least 66 2/3% of the voting 
   power of all the shares of the corporation entitled to vote generally 
   in the election of directors, voting together as a single class, 
   shall be required to alter, amend, adopt any provision inconsistent 
   with or repeal this paragraph (a) of Article SIXTEENTH.
 
  (b)  The corporation reserves the right to amend, alter, change or 
   repeal any provision contained in its Certificate of
   Incorporation, or any amendment thereof, in the manner now or 
   hereafter prescribed by the laws of the State of Delaware or
   this Certificate of Incorporation, and all rights conferred upon 
   the stockholders of the corporation are granted subject to
   this reservation.

SEVENTEENTH.  The rights of the holders of the Common Stock, the
Preferred Stock or other capital stock of the corporation,
whenever acquired, shall be subordinate to the rights of all holders 
of indebtedness in the event of any reorganization or
liquidation of the corporation, even if the claim for such indebtedness 
is disallowed, avoided or subordinated pursuant to the
provisions of Title 11 of the United States Code, as in effect from
time to time, or other applicable laws.

EIGHTEENTH.  The corporation is to have perpetual existence.

In Witness Whereof, we have hereunto set our hands and seals this 
31st day of October, 1938.
                           L. E. Gray    (L.S.)
                           L. H. Herman  (L.S.)
                           Walter Lenz   (L.S.)
                              
                              
In Presence of:
Harold E. Grantland





State of Delaware,
County of New Castle,   }ss
                      
                      
                      
                      
  Be it remembered that on the 31st day of  October, 1938, personally came
  before me, a Notary Public in and for the County and State aforesaid, 
  L. E. Gray, L. H. Herman  and Walter Lenz, all of the parties to the
  foregoing Certificate of Incorporation,  known to me personally to be 
  such, and  severally acknowledged said Certificate to
  be the act and deed of the signers respectively and that the facts herein
  stated are truly set forth.

   Given under my hand and seal the day and year aforesaid,

   Harold E. Grantland
   Notary Public


   Harold E. Grantland Notary
   Public Appointed Jan. 11, 1937
   State of Delaware 
   Term Two Years

   
CERTIFICATE OF DESIGNATION OF SERIES A
     PARTICIPATING PREFERRED STOCK
             No Par Value

                  of

   Owens-Corning Fiberglas Corporation

Pursuant to Section 151 of the General Corporation 
       Law of the State of Delaware

      We, William Colville, Senior Vice President, and 

Dennis Jarvela, Assistant Secretary, of Owens-Corning Fiberglas

Corporation, a corporation organized and existing under the 

General Corporation Law of the State of Delaware, in accordance 

with the provisions of Section 103 thereof, DO HEREBY

CERTIFY:

      That pursuant to the authority conferred upon the 

Board of Directors by the Restated Certificate of Incorporation of 

the said Corporation, the said Board of Directors on December 
 
18, 1986, adopted the following resolution creating a series of

four hundred fifty thousand (450,000) shares of Preferred Stock 

designated as Series A Participating Preferred Stock, no Par 

Value;

      RESOLVED, that pursuant to the authority vested in 

the Board of Directors of this Corporation in accordance with the

provisions of its Restated Certificate of Incorporation, a series of 

Preferred Stock of the Corporation be, and it hereby is, created, 

and that the designation and amount thereof and the voting 

powers, preferences and relative participating, optional and

other special rights of the shares of such series, and the qualifications, 

limitations or restrictions thereof are as follows:

          Section 1.  Designation and Amount.  The shares of 
     such series shall be designated as Series A Participating
     Preferred Stock, no par value (the "Series A Preferred 
     Stock") and the number of shares constituting such series 
     shall be 400,000. Such number of shares may be increased 
     or decreased by resolution of the Board of Directors; 
     provided, that no decrease shall reduce the number of 
     shares of Series A Preferred Stock to a number less than 
     the number of shares then outstanding plus the number of 
     shares reserved for issuance upon the exercise of
     outstanding options, rights or warrants or upon the
     conversion of any outstanding securities issued by the
     Corporation convertible into Series A Preferred Stock.

          Section 2.  Dividends and Distributions.
    (A)  Subject to the rights of the holders of
    any shares of any series of Preferred Stock
    (or any similar stock) ranking prior and
    superior to the Series A Preferred Stock with
    respect to dividends, the holders of shares
    of Series A Preferred Stock, in preference to
    the holders of Common Stock, $.10 par value
    of the Corporation (the "Common Stock") and
    of any other junior stock which may be
    outstanding, shall be entitled to receive,
    when, as and if declared by the Board of 
    Directors out of funds legally available for the purpose,
    quarterly dividends payable in cash on the
    first day of January, April, July and October
    in each year (each such date being referred
    to herein as a "Quarterly Dividend Payment
    Date"), commencing on the first Quarterly
    Dividend Payment Date after the first
    issuance of a share or fraction of a share of
    Series A Preferred Stock, in an amount per
    share (rounded to the nearest cent) equal to
    the greater of (a) $2.50 per share ($10.00
    per annum), or (b) subject to the provision
    for adjustment hereinafter set forth, 100
    times the aggregate per share amount of all
    cash dividends, and 100 times the aggregate
    per share amount (payable in kind) of all
    noncash dividends or other distributions,
    other than a dividend payable in shares of
    Common Stock or a subdivision of the
    outstanding shares of Common Stock (by 
    reclassification or otherwise), declared on 
    the Common Stock since the immediately 
    preceding Quarterly Dividend Payment Date, 
    or, with respect to the first Quarterly 
    Dividend Payment Date, since the first 
    issuance of any share or fraction of a share 
    of Series A Preferred Stock.  In the event 
    the Corporation shall at any time declare 
    or pay any dividend on Common Stock payable 
    in shares of Common Stock, or effect a 
    subdivision or combination or consolidation 
    of the outstanding shares of Common Stock 
    (by reclassification or otherwise than by 
    payment of a dividend in shares of Common 
    Stock) into a greater or lesser number of 
    shares of Common Stock, then in each such 
    case the amount to which holders of shares 
    of Series A Preferred Stock were entitled 
    immediately prior to such event under clause 
    (b) of the preceding sentence shall be 
    adjusted by multiplying such amount by a 
    fraction, the numerator of which is the 
    number of shares of Common Stock outstanding 
    immediately after such event and the denominator 
    of which is the number of shares of Common 
    Stock that were outstanding immediately 
    prior to such event.

       (B)  The Corporation shall declare a dividend 
    or distribution on the Series A Preferred Stock 
    as provided in paragraph (A) of this Section 
    immediately after it declares a dividend or 
    distribution on the Common Stock (other than a 
    dividend payable in shares of Common Stock); 
    provided that, in the event no dividend or
    distribution shall have been declared on the
    Common Stock during the period between any 
    Quarterly Dividend Payment date and the next
    subsequent Quarterly Dividend Payment Date, a
    dividend of $2.50 per share ($10.00 per annum) 
    on the Series A Preferred Stock shall 
    nevertheless be payable on such subsequent
    Quarterly Dividend Payment Date.

       (C)  Dividends shall begin to accrue 
    and be cumulative on outstanding
    shares of Series A  Preferred Stock from the
    Quarterly Dividend Payment
    Date next preceding the date of issue of such
    shares of Series A Preferred Stock, unless
    the date of issue of such shares is prior to
    the record date for the first Quarterly
    Dividend Payment Date, in which case
    dividends on such shares shall begin to
    accrue from the date of issue of such shares,
    or unless the date of issue is a Quarterly
    Dividend Payment Date or is a date after the
    record date for the determination of holders
    of shares of Series A Preferred Stock
    entitled to receive a quarterly dividend and
    before such Quarterly Dividend Payment Date,
    in either of which events such dividends 
    shall begin to accrue and be cumulative from
    such Quarterly Dividend Payment Date. 
    Accrued but unpaid dividends shall accumulate
    but shall not bear interest.  Dividends paid
    on the shares of Series A Preferred Stock in
    an amount less than the total amount of such
    dividends at the time accrued and payable on
    such shares shall be allocated pro rata on a
    share-by-share basis among all such shares at
    the time outstanding.  The Board of Directors
    may fix a record date for the determination
    of holders of shares of Series A Preferred
    Stock entitled to receive payment of a
    dividend or distribution declared thereon,
    which record date shall be not more than 60
    days prior to the date fixed for the payment
    thereof.
 
       Section 3.  Voting Rights.  The holders of
    shares of Series A Preferred Stock shall have
    the following voting rights:
  
       (A)  Subject to the provisions
    for adjustment as hereinafter set forth, each
    share of Series A Preferred Stock shall
    entitle the holder thereof to 100 votes (and 
    each one one-hundredth of a share of Series A
    Preferred Stock shall entitle the holder
    thereof to one vote) on all matters submitted
    to a vote of the stockholders of the
    Corporation.  In the event the Corporation
    shall at any time declare or pay any dividend
    on Common Stock payable in shares of Common
    Stock or effect a subdivision or combination
    or consolidation of the outstanding shares of
    Common Stock (by reclassification or
    otherwise than by payment of a dividend in
    shares of Common Stock into a greater or
    lesser number of shares of Common Stock, then
    in each such case the number of votes per
    share to which holders of shares of Series A
    Preferred Stock were entitled immediately
    prior to such event shall be adjusted by
    multiplying such number by a fraction, the
    numerator of which is the number of shares of
    Common Stock outstanding immediately after
    such event and the denominator of which is
    the number of shares of Common Stock that
    were outstanding immediately prior to such
    event.

       (B)  Except as otherwise provided herein,
   in the Restated Certificate of Incorporation,
   in any other certificate of designation
   creating a   series of preferred stock or any
   similar stock, or by law, the holders of
   shares of Series A  Preferred Stock and the
   holders of shares of Common
   Stock and any other capital stock of the
   Corporation having general voting rights
   shall vote together as one class on all matters
   submitted to a vote of stockholders of the
   Corporation.

      (C)  If at the time of any annual
   meeting of stockholders for the election of
   directors, the equivalent of six quarterly
   dividends (whether or not consecutive)
   payable on any share or shares of Series A
   Preferred Stock are in default, the number of
   directors constituting the Board of Directors
   of the Corporation shall be increased by two.
   In addition to voting together with the
   holders of Common Stock for the election of
   other directors of the Corporation, the
   holders of record of the Series A  Preferred
   Stock, voting separately
   as a class to the exclusion of the holders of
   Common Stock, shall be entitled at said
   meeting of stockholders
   (and at each subsequent annual meeting of
   stockholders), unless all dividends in
   arrears have been paid or declared and set
   apart for payment prior thereto, to vote for
   the election of two directors of the
   Corporation. Until the default in payments of
   all dividends which permitted the election of
   said directors shall cease to exist any
   director who shall have been so elected
   pursuant to the next preceding sentence may
   be removed at any time, either with or
   without cause, only by the affirmative vote
   of the holders of the shares at the time
   entitled to cast a majority of the votes
   entitled to be cast, for the election of any
   such director at a  special meeting of such
   holders called for that purpose, and any vacancy
   thereby created may be filled by the vote of
   such holders. If and when such default shall
   cease to exist, the holders of the Series A
   Preferred Stock shall be divested
   of the foregoing special voting rights,
   subject to revesting in the event of each and
   every subsequent like default in payments of
   dividends.  Upon the termination of the
   foregoing special voting rights, the terms of
   office of all persons who may have been
   elected directors pursuant to said special
   voting rights shall forthwith terminate, and
   the number of directors constituting the
   Board of Directors shall be reduced by two.
   The voting rights granted by this Section
   3(c) shall be in addition to any other voting 
   rights granted to the holders of the Series B
   Preferred Stock in this Section 3.

      (D)  Except as provided herein, in Section
   10 or by applicable law, holders of Series A
   Preferred Stock shall have no special voting
   rights and their consent shall not be
   required (except to the extent they
   are entitled to vote with holders of Common
   Stock as set forth herein) for authorizing or
   taking any corporate action.

      Section 4.  Certain Restrictions.
                      
     (A)  Whenever quarterly dividends or other
   dividends or distributions payable on the
   Series A Preferred Stock as provided in
   Section 2 are in arrears, thereafter and
   until all accrued and unpaid dividends and
   distributions, whether or not declared, on
   shares of Series A Preferred Stock
   outstanding shall have been paid in full, the
   Corporation shall not:

     (i)  declare or pay dividends on, make any
   other distributions on any shares or stock
   ranking junior (either as to dividends or
   upon liquidation, dissolution or windingup)
   to the Series A Preferred Stock;

    (ii)  declare or pay dividends,
   or make any other distributions, on any
   shares of stock ranking on a parity (either
   as to dividends or upon liquidation,
   dissolution or winding up) with the Series A
   Preferred Stock except dividends paid ratably
   on the Series A Preferred Stock, and all such
   parity stock on which dividends are payable
   or in arrears in proportion to the total
   amounts to which the holders of all such
   shares are then entitled;

     (iii)  redeem or purchase or otherwise
   acquire for consideration shares of any stock
   ranking on a parity (either as to dividends
   or upon liquidation, dissolution
   or winding-up) with the Series A Preferred
   Stock, provided that the Corporation may at
   any time redeem, purchase or otherwise
   acquire shares of any such parity stock in
   exchange for shares of any stock of the
   Corporation ranking junior (either as to
   dividends or upon dissolution, liquidation or
   winding up) to the Series A Preferred Stock;
   or

    (iv)  purchase or otherwise
   acquire for consideration any shares of
   Series A Preferred Stock, or any shares of
   stock ranking on a parity (either as to
   dividends or upon liquidation, dissolution or
   windingup) with the Series A Preferred Stock,
   except in accordance with a purchase offer
   made in writing or by publication (as
   determined by the Board of Directors) to all 
   holders of such shares upon such terms as the
   Board of Directors, after consideration of
   the respective annual dividend rates and
   other relative rights and preferences of the
   respective series and classes, shall
   determine in good faith will result in fair
   and equitable treatment among the respective
   series or classes.

     (B)  The Corporation shall not
   permit any subsidiary of the Corporation to
   purchase or otherwise acquire for
   consideration any shares of stock of the
   Corporation unless the Corporation could,
   under paragraph (A) of this Section 4,
   purchase or otherwise acquire such shares at
   such time and in such manner.

     Section 5.  Reacquired Shares.
   Any shares of Series A Preferred Stock
   purchased or otherwise acquired by the
   Corporation in any manner whatsoever, shall
   be retired and cancelled promptly after the
   acquisition thereof.  All such shares shall
   upon their cancellation become authorized but
   unissued shares of preferred stock, without
   designation as to series, and may be reissued
   as part of a new series of preferred stock to
   be created by resolution or resolutions of
   the Board of Directors, subject to the
   conditions and restrictions on issuance set
   forth herein, in the Restated Certificate of
   Incorporation, in any other certificate of 
   designation creating a   series of preferred
   stock or any similar stock or as otherwise
   required by law.

     Section 6.  Liquidation, Dissolution or Winding-Up.
   Upon any voluntary or involuntary
   liquidation, dissolution or windingup of the
   Corporation, no distribution shall be made
   (A) to the holders of shares of stock ranking
   junior (either as to dividends or upon
   liquidation, dissolution or winding-up) to
   the Series A Preferred Stock unless prior
   thereto, the holders of shares of Series A
   Preferred Stock shall have received the
   higher of (i) $100 per share, plus an amount
   equal to accrued and unpaid dividends and
   distributions thereon, whether or not
   declared, to the date of such payment, or
   (ii) an aggregate amount per share, subject
   to the provision for adjustment hereinafter
   set forth, equal to 100 times the aggregate
   amount to be distributed per share to holders
   of Common Stock; nor shall any distribution
   be made (B) to the holders of stock ranking
   on a parity (either as to dividends or upon
   liquidation, dissolution or winding-up) with
   the Series A Preferred Stock, except
   distributions made ratably on the Series A
   Preferred Stock and all other such parity
   stock in proportion to the total amounts to which the
   holders of all such shares are entitled upon
   such liquidation, dissolution or winding-up.
   In the event the Corporation shall at any
   time declare or pay any dividend on Common
   Stock payable in shares of Common Stock, or
   effect a subdivision or combination or
   consolidation of the outstanding shares of
   Common Stock (by reclassification or
   otherwise than by payment of a dividend in
   shares of Common Stock) into a greater or
   lesser number of shares of Common Stock, then
   in each such case the aggregate amount to
   which holders of shares of Series A Preferred
   Stock were entitled immediately prior to such
   event under the provision in clause (A) of
   the preceding sentence shall be adjusted by
   multiplying such amount by a fraction the
   numerator of which is the number of shares of
   Common Stock outstanding immediately after
   such event and the denominator of which is
   the number of shares of Common Stock that
   were outstanding immediately prior to such
   event.
  
      Section 7.  Consolidation,
   Merger, etc.  In case the Corporation shall
   enter into any consolidation, merger,
   combination or other transaction in which the
   shares of Common Stock are exchanged for or
   changed into other stock or securities, cash
   and/or any other property, or otherwise
   changed, then in any such case each share of
   Series A Preferred Stock shall at the same
   time be similarly exchanged
   or changed into an amount per share (subject
   to the provision for adjustment hereinafter
   set forth) equal to 100 times the aggregate
   amount of stock, securities, cash and/or any
   other property (payable in kind), as the case
   may be, into which or for which each share of
   Common Stock is changed or exchanged.  In the
   event the Corporation shall at any time
   declare or pay any dividend on Common Stock
   payable in shares of Common Stock, or effect
   a subdivision or combination or consolidation
   of the outstanding shares of Common Stock (by
   reclassification or otherwise than by payment
   of a dividend in shares of Common Stock) into
   a greater or lesser number of shares of
   Common Stock, then in each such case the
   amount set forth in the preceding sentence
   with respect to the exchange or change of
   shares of Series A Preferred Stock shall be
   adjusted by multiplying such amount by a
   fraction the numerator of which is the number
   of shares of Common Stock outstanding
   immediately after such event and the
   denominator of which is the number of shares
   of Common Stock that were outstanding
   immediately prior to such event.

        Section 8.  No Redemption.  The shares of Series A
   Preferred Stock shall not be redeemable.

         Section 9.  Rank.  Unless otherwise
   provided in the Restated Certificate of
   Incorporation of the Corporation or a
   Certificate of Designation relating to a
   subsequent series of preferred stock of the
   Corporation, the Series A     Preferred Stock
   shall rank junior to all other series
   of the Corporation's preferred stock as to
   the payment of dividends and the distribution
   of assets on liquidation, dissolution or
   winding-up, and senior to the Common Stock of
   this Corporation.

         Section 10.  Amendment.  The
   Restated Certificate of Incorporation of the
   Corporation, as amended, shall not be amended
   in any manner which
   would materially alter or change the
   powers, preferences or special rights of
   the Series A Preferred Stock so as to
   affect them adversely without the
   affirmative vote of  the holders of at least twothirds
   of the outstanding shares of Series A
   Preferred Stock, voting together as a single series.
    
         Section 11.  Fractional Shares. Series A
   Preferred Stock may be issued in fractions
   of a share (in one one-hundredths (1/100)
   of a share and integral multiples thereof)
   which shall be entitle the holder, in
   proportion to such holder's fractional
   shares, to exercise voting rights, receive
   dividends, participate in distributions
   and to have the benefit of all other
   rights of holders of Series A Preferred
   Stock.
   
      IN WITNESS WHEREOF, this Certificate of
   Designation is executed on behalf of the
   Corporation by its Senior Vice President
   and attested by its Assistant Secretary
   this 19th day of December, 1986.
   
   
   
                     /s/ William Colville
                     Senior Vice President



ATTEST:



    /s/ D. L. Jarvela
 Assistant Secretary

CERTIFICATE OF INCREASE OF DESIGNATION
              OF SERIES A
              PARTICIPATING PREFERRED
              STOCK
                No Par Value
                      
                     of
                      
     Owens-Corning Fiberglas Corporation
                      
Pursuant to Section 151 of the General
                  Corporation Law of the
                  State of Delaware
                  
We,  William  W. Colville, Senior  Vice
President,   and  Dennis  L. Jarvela,
Assistant  Secretary, of  Owens-Corning 
Fiberglas Corporation (the "Corporation"), 
a corporation organized and existing under
the General Corporation   Law  of  the   State   of
Delaware,   in  accordance   with   the
provisions  of Section 103 thereof,  DO
HEREBY CERTIFY that:

     Pursuant   to  the  authority conferred upon
     the Board  of  Directors  by the  provisions of
     Section   1   of the resolutions set forth in  the
     Corporation's Certificate of Designation of a Series A
     Participating Preferred Stock, which certificate  was filed  in
     the Office of  the Secretary  of  State
     of  the State of Delaware on December
     24,  1986,  an  increase   of 300,000
     shares in the  number of  shares of
     Preferred Stock designated as and
     constituting the Corporation's Series A
     Participating Preferred Stock, no par value, 
     has been authorized
     and directed by  a resolution  adopted
     by  the Board of Directors, resulting in  a total of
     750,000 shares of  such  Preferred Stock  so
     designated.




IN WITNESS WHEREOF, this Certificate is
executed  on behalf of the Corporation by
its  Senior  Vice President   and
attested by its Assistant Secretary the 8th
day of June, 1994.



                        /s/ William Colville
                        Senior Vice President

Attest:


                        /s/ D. L. Jarvela
                        Assistant Secretary