SECURITIES AND EXCHANGE COMMISSION
                              
                  Washington, D. C.  20549
                              
                              
                          FORM 10-Q
                              
      Quarterly Report Pursuant to Section 13 or 15(d)
           of the Securities Exchange Act of 1934
                              
             For the Quarter Ended June 30, 1997
                              
                 Commission File No. 1-3660
                              
                        Owens Corning
                              
                  One Owens Corning Parkway
                              
                     Toledo, Ohio  43659
                              
                  Area Code (419) 248-8000
                              
                   A Delaware Corporation
                              
        I.R.S. Employer Identification No. 34-4323452


Indicate by check mark whether the Registrant (1) has  filed
all  reports required to be filed by Section 13 or 15(d)  of
the Securities Exchange Act of 1934 during the preceding  12
months  (or for such shorter period that the Registrant  was
required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.

                    Yes / X /     No /   /
                              
      Shares of common stock, par value $.10 per share,
                outstanding at June 30, 1997
                              
                         53,338,336
                              
                              
                              
                              
<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,
                                           1997    1996   1997     1996
                                  (In millions of dollars, except share data)

NET SALES                               $ 1,017    $  956    $ 1,892    $ 1,805

COST OF SALES                               778       702      1,430      1,334

 Gross margin                               239       254        462        471

OPERATING EXPENSES

 Marketing and administrative expenses      122       115        244        242
 Science and technology expenses             17        20         34         41
 Provision for asbestos litigation claims     -       875          -        875
 Other                                       (5)        6          2          3

   Total operating expenses                 134     1,016        280      1,161

INCOME (LOSS) FROM OPERATIONS               105      (762)       182       (690)

Cost of borrowed funds                       23        18         42         36

INCOME (LOSS) BEFORE PROVISION
 FOR INCOME TAXES                            82      (780)       140       (726)

Provision (credit) for income  
  taxes (Note 5)                             24      (304)        43       (288)

INCOME (LOSS) BEFORE EQUITY
 IN NET INCOME OF AFFILIATES                 58      (476)        97       (438)

Equity in net income of affiliates            5         3          8          4

NET INCOME (LOSS)                        $   63    $ (473)    $  105     $ (434)


NET INCOME (LOSS) PER COMMON SHARE

Primary net income (loss) per share      $ 1.17    $(9.19)    $ 1.96     $(8.43)
Fully diluted net income (loss) 
  per share                              $ 1.11    $(9.19)    $ 1.87     $(8.43)

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

    Primary                                53.8      51.5       53.6       51.5
   Assuming  full  dilution                58.5      51.5       58.2       51.5
                              
                              
      The accompanying notes are an integral part of this statement.
</TABLE>




<PAGE>                      - 3 -

               OWENS CORNING AND SUBSIDIARIES
                              
                 CONSOLIDATED BALANCE SHEET
<TABLE>
<S>                                            <C>           <C>
                                               June 30,    December 31,
                                                 1997          1996
ASSETS                                         (In millions of dollars)

CURRENT

 Cash and cash equivalents                      $  19         $  45
 Receivables                                      567           314
 Inventories (Note 6)                             541           340
 Insurance for asbestos litigation
  claims - current portion (Note 8 - Item A)       50           100
 Deferred income taxes                            147           106
 VEBA trust                                         3            19
 Income tax receivable                             11             4
 Other current assets (Note 3)                     95            30

   Total current                                1,433           958

OTHER

 Insurance for asbestos litigation
  claims (Note 8 -  Item A)                       440           454
 Asbestos costs to be reimbursed 
   - Fibreboard (Note 8 - Item B)                 110             -
 Deferred income taxes                            394           474
 Goodwill (Note 3)                                704           286
 Investments in affiliates                         73            64
 Other noncurrent assets (Note 4)                 241           155

   Total other                                  1,962         1,433

PLANT AND EQUIPMENT, at cost

 Land                                              62            58
 Building and leasehold improvements              640           614
 Machinery and equipment                        2,462         2,384
 Construction in progress                         306           285
                                                3,470         3,341
    Less--Accumulated   depreciation           (1,789)       (1,819)


   Net plant and equipment                      1,681         1,522

TOTAL ASSETS                                  $ 5,076       $ 3,913
</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,    December 31,
                                                  1997          1996
                                                (In millions of dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT
 Accounts payable and accrued liabilities      $  694         $  705
 Reserve for asbestos litigation claims -
  current portion (Note 8 - Item A)               300            300
 Short-term debt                                  156             96
 Long-term debt - current portion                  23             20

   Total current                                1,173          1,121

LONG-TERM DEBT (Note 4)                         1,854            818

OTHER
 Reserve for asbestos litigation claims
   (Note 8 - Item A)                            1,485          1,670
 Asbestos claims settlements - Fibreboard 
   (Note 8 - Item B)                               88              -
 Long-term debt associated with asbestos 
   - Fibreboard (Note 8 - Item B)                  26              -
 Other employee benefits liability                340            349
 Pension plan liability                            66             63
 Other (Note 8 - Item B)                          178            161

   Total other                                  2,183          2,243

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

MINORITY INTEREST                                  25             21

STOCKHOLDERS' EQUITY
 Common stock                                     653            606
 Deficit                                         (980)        (1,072)
 Foreign currency translation adjustments          (8)            (1)
 Other                                            (18)           (17)

   Total stockholders' equity                    (353)          (484)

TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                       $ 5,076        $ 3,913
</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,
                                     1997       1996    1997      1996
                                          (In millions of dollars)
NET CASH FLOW FROM OPERATIONS

 Net income (loss)                  $  63     $ (473)  $ 105     $(434)       
 Reconciliation of net cash provided
  by operating activities:
  Noncash items:
   Provision for depreciation and
     amortization                      39         35      76        68
   Provision (credit) for deferred 
     income taxes                      39       (345)     56      (345)
   Provision for asbestos litigation 
     claims (Note 8 - Item A)           -        875       -       875
   Other                               (6)         1      (7)        2
    (Increase) decrease in 
       receivables                    (56)       (34)   (163)     (101)
  (Increase) decrease in inventories   (1)       (18)    (92)      (69)
  Increase (decrease) in accounts
    payable and accrued liabilities   (31)         2     (90)      (66)
  Increase (decrease) in accrued 
    income taxes                      (15)         7     (26)       55
  Proceeds from insurance for 
    asbestos litigation claims         24         33      64        63
  Payments for asbestos litigation 
    claims                            (90)       (86)   (185)     (121)
  Other                               (38)        23     (57)      (14)

      Net cash flow from operations   (72)        20    (319)      (87)

NET CASH FLOW FROM INVESTING

 Additions to plant and equipment     (57)      (90)    (131)     (167)
 Investment in subsidiaries, net 
   of cash acquired (Note 3)          (10)      (39)     (30)      (39)
 Proceeds from the sale of affiliate    -         -        -        55
 Other                                 (4)       (6)      (9)      (12)
                              
      Net cash flow from investing   $(71)   $ (135)  $ (170)   $ (163)
                              
</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,
                                      1997       1996     1997      1996
                                           (In millions of dollars)
NET CASH FLOW FROM FINANCING

 Net additions to long-term credit
  facilities (Note 4)                $  26     $  86     $ 283      $ 184
 Other additions to long-term debt     108        13       136         13
 Other reductions to long-term debt    (39)      (20)      (41)       (32)
 Net increase in short-term debt        45        47        62         88
 Dividends paid                         (4)        -        (7)         -
 Other                                   2         -        21          2

      Net cash flow from financing     138       126       454        255

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

Opening cash balance of Fibreboard      10         -        10          -

Net increase (decrease) in cash
 and cash equivalents                    6        11       (26)         6

Cash and cash equivalents at
 beginning of period                    13        13        45         18

Cash and cash equivalents at 
  end of period                      $  19     $  24     $  19      $  24
</TABLE>
                              
                                
                              
                              
     The accompanying notes are an integral part of this
                         statement.
        




<PAGE>                      - 7 -

               OWENS CORNING AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S>                                <C>       <C>      <C>      <C>
                              
                                        Quarter          Six Months
                                         Ended              Ended
                                        June 30,          June 30,
1.  SEGMENT DATA                    1997       1996    1997        1996
                                          (In millions of dollars)

NET SALES

Industry Segments

 Building Materials
  United States                     $ 600     $ 570    $1,100   $1,040
  Europe                               72        63       146      127
  Canada and other                     41        30        72       54

   Total Building Materials           713       663     1,318    1,221

 Composite Materials
  United States                       161       152       299      302
  Europe                              103       107       200      215
  Canada and other                     40        34        75       67

   Total Composite Materials          304       293       574      584

Intersegment sales
 Building Materials                     -         -         -        -
 Composite Materials                   29        29        56       54
 Eliminations                         (29)      (29)      (56)     (54)

   Net sales                       $1,017     $ 956    $1,892   $1,805

Geographic Segments

 United States                     $  761     $ 722    $1,399   $1,342
 Europe                               175       170       346      342
 Canada and other                      81        64       147      121

   Total                           $1,017     $ 956    $1,892   $1,805

Intersegment sales
 United States                         31        28        60       45
 Europe                                 7        13        16       21
 Canada and other                      26        18        48       39
 Eliminations                         (64)      (59)     (124)    (105)

   Net sales                       $1,017     $ 956    $1,892   $1,805
</TABLE>





<PAGE>                      - 8 -
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
<TABLE>
<S>                              <C>        <C>      <C>     <C>
1. SEGMENT DATA (CONTINUED)           Quarter        Six Months
                                       Ended           Ended           
                                      June 30,        June 30,
                                   1997      1996   1997     1996
                                      (In millions of dollars)
INCOME (LOSS) FROM OPERATIONS (1)

Industry Segments

 Building Materials
  United States                  $  70      $  70    $ 107   $  85
  Europe                             3          3        8       8
  Canada and other                   3          -        7      (4)

   Total Building Materials         76         73      122      89

 Composite Materials
  United States                     50         36       90      68
  Europe                             2         20        9      39
  Canada and other                   -          6        2       9

   Total Composite Materials        52         62      101     116

 General corporate expense         (23)      (897)     (41)   (895)

   Income (loss) from operations   105       (762)     182    (690)

 Cost of borrowed funds            (23)       (18)     (42)    (36)

   Income (loss) before provision
     for income taxes             $ 82      $(780)   $ 140   $(726)

Geographic Segments

  United States                   $120      $ 106    $ 197   $ 153
 Europe                              5         23       17      47
 Canada and other                    3          6        9       5
 General corporate expense         (23)      (897)     (41)   (895)

   Income (loss) from operations   105       (762)     182    (690)

 Cost of borrowed funds            (23)       (18)     (42)    (36)

   Income (loss) before provision
     for income taxes            $  82      $(780)   $ 140   $(726)
</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  an  increase  in
general corporate expense. Income from operations for the six
months ended June 30, 1996 also includes the Company's pretax
gain  of  $37 million from the sale of its ownership interest
in  its Japanese affiliate Asahi Fiber Glass Co. Ltd.,  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 1996 Annual Report on Form 10-K, as filed with the
Securities and Exchange Commission.

3.   ACQUISITIONS

At  the  end  of  the  second quarter of 1997,  the  Company
completed  its cash tender offer to acquire the  outstanding
shares   of   Fibreboard  Corporation,  a   North   American
manufacturer  of vinyl siding and accessories,  as  well  as
manufactured  stone. Additionally, Fibreboard operates  more
than  130  company-owned distribution centers in 32  states.
At  the time of acquisition, management formulated a plan to
divest  Fibreboard's calcium silicate insulation  and  metal
jacket  business  (Pabco).  Pabco's assets are  included  in
other current assets as available for sale.

The purchase price of Fibreboard was $657 million, including
$138  million  of debt assumed, the majority  of  which  was
financed  through borrowings on the Company's new  long-term
credit facility early in the third quarter of 1997 (see Note
4).

The following unaudited table presents the pro forma results
of  operations for the quarter and six months ended June 30,
1997  and  1996,  assuming  the  acquisition  of  Fibreboard
occurred  at the beginning of each period presented.   These
results   include   certain   adjustments,   primarily   for
depreciation  and amortization, interest and other  expenses
directly  attributable  to  the  acquisition  and  are   not   
necessarily indicative of what the results would  have  been  
had  the  transactions actually occurred at the beginning of
the periods presented.  The pro forma results do not include
operations that were discontinued by Fibreboard prior to the
acquisition, or Pabco.

<TABLE>
<S>                                     <C>       <C>      <C>      <C>                           
                                           Quarter         Six Months
                                            Ended             Ended
                                           June 30,          June 30,
                                        1997      1996    1997      1996
                                             (In millions of dollars,
                                                except share data)

Net Sales                               $1,197    $1,122   $2,223   $2,092
Income from continuing operations           61      (476)      99     (443)
Fully diluted earnings per share from
  continuing operations                 $ 1.07    $(9.24)  $ 1.76   $(8.59)
</TABLE>

Excluding  the Fibreboard acquisition discussed  above,  the
Company  completed other 1997 acquisitions in  the  Building
Materials segment, one in Europe, the other in the U.S.  and
two  acquisitions in Composite Materials impacting the  U.S.
and  Canada  and other geographic segments.   The  aggregate
purchase  price  of  these acquisitions, including  possible
subsequent contingent consideration, was $47 million.  These
acquisitions  exchanged  340,000  shares  of  the  Company's
common  stock and $30 million in cash.  The pro forma effect
of these acquisitions was not material to net income for the
quarters or six months ended June 30, 1997 and 1996.





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

All  of  the Company's acquisitions have been accounted  for
using  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
acquisitions' dates.

The  purchase  price allocations were based  on  preliminary
estimates  of fair market value and are subject to revision.
The estimated fair value of assets acquired from Fibreboard,
including  goodwill  was $923 million,  liabilities  assumed
totaled  $404 million, $138 million of which was debt.   The
1997 acquisitions include goodwill of $424 million, which is
being amortized over 40 years.

4.  LONG-TERM DEBT

On  June  26,  1997  the Company entered  into  a  long-term
revolving   credit  agreement  with  a  maximum   commitment
equivalent  to  $2 billion U.S., of which  portions  can  be
denominated  in  Canadian dollars, Belgian  francs,  British
pounds   or  U.S.  dollars.   Issuance  costs  incurred   in
conjunction  with  the  establishment  of  this  new  credit
facility  are included in other noncurrent assets and  being
amortized  over  the  term of the facility.   The  agreement
allows  the Company to borrow under multiple options,  which
provide   for  varying  terms  and  interest   rates.    The
commitment  fee,  charged  on the entire  commitment,  is  a
sliding  scale based on credit ratings and was .15% at  June
30, 1997.

Early  in  the  third quarter of 1997 the  Company  borrowed
$1.04  billion  at LIBOR plus .275% under the new  facility.
This  new facility replaces the Company's previous  U.S  and
Canadian facilities, and select short term debt instruments.
The proceeds borrowed were used to pay off these instruments
and  to  fund the acquisition of Fibreboard, which  included
the  purchase of Fibreboard's outstanding shares as well  as
the   refinancing  of  substantially  all  of   Fiberboard's
preacquisition debt.

5.                        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,
                                            1997     1996     1997     1996

U.S. federal statutory rate                  35%     (35)%     35%    (35)%
Adjustment of deferred tax asset allowance    -        -       (5)     (1)
State and local income taxes                  3       (3)       3      (4)
Other                                        (8)      (1)      (2)      -

Effective tax rate                           30%     (39)%     31%    (40)%
</TABLE>

During  the  first  quarter of 1996,  the  Company  reversed
approximately $7 million of its valuation allowances on  the
operating  loss  carryforwards of a  foreign  subsidiary  as
management determined that the loss carryforwards  would  be
realizable.  In 1997, the Company reversed the remaining  $7
million  valuation  allowance  on  this  loss  carryforward.





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

6. INVENTORIES
<TABLE>
<S>                                           <C>             <C>
                                              June 30,       December 31,
                                                1997            1996
                                              (In millions of dollars)
Inventories are summarized as follows:

  Finished goods                              $  410          $  273

  Materials and supplies                         216             149

  FIFO inventory                                 626             422

  Less:  Reduction to LIFO basis                 (85)            (82)

                                              $  541          $  340
</TABLE>

Approximately  $263  million  and  $216  million   of   FIFO
inventories  were valued using the LIFO method at  June  30,
1997 and December 31, 1996, respectively.
                              
7. CONSOLIDATED STATEMENT OF CASH FLOWS

Cash payments for income taxes, net of refunds, and cost  of
borrowed funds are summarized as follows:
<TABLE>
<S>                                         <C>       <C>     <C>          <C>
                                               Quarter           Six Months
                                                Ended               Ended
                                               June 30,            June 30,
                                            1997      1996    1997        1996
                                                 (In millions of dollars)

Income taxes                                $  3      $  8    $  9         $(9)
Cost of borrowed funds                        43        33      56          39

</TABLE>

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

The  Consolidated Statement of Cash Flows does  not  reflect
the acquisition of Fibreboard as no cash was exchanged until
early July (see Notes 3 and 4).

8. CONTINGENT LIABILITIES

ASBESTOS LIABILITIES

ITEM A.OWENS CORNING (EXCLUDING FIBREBOARD)

Owens   Corning   is  a  co-defendant  with   other   former
manufacturers,  distributors  and  installers  of   products
containing  asbestos  and  with  miners  and  suppliers   of
asbestos  fibers (collectively, the "Producers") in personal
injury  and property damage litigation.  The personal injury
claimants  generally allege injuries to their health  caused
by  inhalation  of  asbestos  fibers  from  Owens  Corning's
products.   Most of the claimants seek punitive  damages  as
well  as  compensatory damages.  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   Owens  Corning   arise   out   of   its





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

8. CONTINGENT LIABILITIES (Continued)

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

Status

As of June 30, 1997, approximately 165,700 asbestos personal
injury  claims were pending against Owens Corning, of  which
16,700 were received in the first six months of 1997.  Owens
Corning  received approximately 36,400 such claims  in  1996
and 55,900 in 1995.

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.   Owens  Corning
believes  that at least 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.  In  1996  Owens  Corning
filed  suit  in  federal  court in  New  Orleans,  Louisiana
against  the  owners  and  operators  of  certain  pulmonary
function  testing  laboratories  in  the  southeastern  U.S.
challenging such improper testing practices. This matter  is
now  in active pre-trial discovery.  In January 1997,  Owens
Corning  filed a similar suit in federal court  in  Jackson,
Mississippi  against  the  owner of  an  additional  testing
laboratory.

During  1996  Owens  Corning engaged in discussions  with  a
group  of approximately 30 leading plaintiffs' law firms  to
explore   approaches  toward  resolution  of  its   asbestos
liability.   Agreements with the various firms not  to  file
claims  against  Owens Corning except  for  those  involving
malignancies, most of which agreements expired on or  before
January  1,  1997,  may have impacted the  number  of  cases
received  by  Owens Corning during 1996 and  the  first  two
quarters of 1997.

Through  June  30,  1997,  Owens Corning  had  resolved  (by
settlement  or  otherwise)  approximately  192,100  asbestos
personal  injury claims. This number includes cases resolved
by  two  orders  of  dismissal for lack  of  medical  proof,
covering  approximately 18,900 federal maritime cases  which
named  Owens Corning as a defendant, resulting in  a  15,600
case  reduction in the backlog after reduction for duplicate
cases   and  cases  previously  settled.   Of  these  cases,
approximately  11,700  were  dismissed  in  1996,  with  the
remaining  3,900  being dismissed in the  first  quarter  of
1997.  During  1996, 1995 and 1994, Owens  Corning  resolved
approximately 60,600 asbestos personal injury  claims,  over
99% without trial, and incurred total indemnity payments  of
$626 million (an average of about $10,300 per case).

Owens  Corning's indemnity payments have varied considerably
over  time  and  from case to case, and are  affected  by  a
multitude  of factors.  These include the type and  severity
of   the   disease   sustained  by   the   claimant   (i.e.,
mesothelioma, lung cancer, other types of cancer, asbestosis
or  pleural  changes); the occupation of the  claimant;  the
extent  of  the  claimant's exposure to  asbestos-containing
products  manufactured, sold or installed by Owens  Corning;
the extent of the claimant's exposure to asbestos-containing
products manufactured, sold or installed by other Producers;
the   number  and  financial  resources  of  other  Producer
defendants;  the  jurisdiction  of  suit;  the  presence  or
absence  of other possible causes of the claimant's illness;
the  availability  or  not of legal  defenses  such  as  the
statute  of  limitations or state of the  art;  whether  the
claim  was resolved on an individual basis or as part  of  a
group  settlement;  and whether the claim  proceeded  to  an
adverse verdict or judgment.





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

Insurance

As  of  June 30, 1997, Owens Corning had approximately  $265
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 1998 and beyond under agreements  with  the
carriers  confirming such coverage.  All of Owens  Corning's
liability  insurance policies cover indemnity  payments  and
defense  fees  and  expenses subject  to  applicable  policy
limits.

In  addition  to  its  confirmed primary level  non-products
insurance,  Owens  Corning  has  a  significant  amount   of
unconfirmed  potential  non-products  coverage  with  excess
level  carriers. For purposes of calculating the  amount  of
insurance applicable to asbestos liabilities, Owens  Corning
has  estimated  its probable recoveries in respect  of  this
additional  non-products coverage  at  $225  million,  which
amount  was  recorded in 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 financial statements include a reserve for the
estimated  cost  associated with  Owens  Corning's  asbestos
personal   injury  claims.   This  reserve  was  established
principally through a charge to income in 1991 for the costs
of  asbestos claims expected to be received through 1999 and
an  additional $1.1 billion non-recurring, noncash charge to
income (before taking into account the probable non-products
insurance recoveries) during the second quarter of 1996  for
cases   that  may  be  received  subsequent  to  1999.    In
establishing  the reserve, Owens Corning took into  account,
among  other things, the effect of  federal court  decisions
relating to punitive damages and the certification of  class
actions in asbestos cases, 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 federal PFT  lawsuits,  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.  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.

Owens  Corning'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,  and  its  estimated   insurance
recoveries   in  respect  of  such  claims,   are   reported
separately as follows:





<PAGE>                     - 14 -
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
8. CONTINGENT LIABILITIES (Continued)
<TABLE>
<S>                              <C>              <C>
                                   June 30,       December 31,
                                     1997            1996
                                   (In millions of dollars)
Reserve for asbestos
litigation claims
   Current                       $   300          $   300
   Other                           1,485            1,670
      Total Reserve                1,785            1,970

Insurance for asbestos
litigation claims
   Current                            50             100
   Other                             440             454

      Total Insurance                490             554

Net Owens Corning Asbestos 
  Liability                      $ 1,295         $ 1,416
</TABLE>

Owens  Corning cautions that such factors as the  number  of
future  asbestos personal injury claims received by it,  the
rate  of  receipt  of  such claims, and  the  indemnity  and
defense  costs  associated  with  asbestos  personal  injury
claims,  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 Owens Corning's, which attempt  to  take
account  of  such  variables, are  subject  to  considerable
uncertainty.   Owens Corning 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 Owens
Corning's  belief that such claims have little or no  value.
Owens  Corning 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 Owens  Corning,  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.

ITEM B.   FIBREBOARD (EXCLUDING OWENS CORNING)

Prior  to  1972, Fibreboard manufactured insulation products
containing asbestos.  Fibreboard has since been named  as  a
defendant  in many thousands of personal injury  claims  for
injuries allegedly caused by asbestos exposure as well as in
asbestos property damage cases.
                        




<PAGE>                    - 15 -
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
8. CONTINGENT LIABILITIES (Continued)

As  of June 30, 1997, approximately 97,600 asbestos personal
injury  claims  were  pending against Fibreboard,  of  which
21,200  were  received  in the first  six  months  of  1997.
Fibreboard received approximately 32,900 such claims in 1996
and  20,700  in 1995.  These claims and most of the  pending
claims  are  made  against the Fibreboard Global  Settlement
Trust  and  are subject to the Global Settlement  injunction
discussed  below.   In  the  first  six  months   of   1997,
Fibreboard  resolved approximately 1,800  asbestos  personal
injury  claims  at  an average cost of  $22,000  per  claim.
Approximately 2,700 such claims were resolved in 1996 at  an
approximate  average cost of $34,000 per  claim  and  14,500
were  resolved  in 1995 at an approximate  average  cost  of
$12,000 per claim.

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

As  of June 30, 1997, amounts payable under various asbestos
claim settlement agreements were $88 million.  These amounts
are payable either from the Settlement Trust discussed below
or  directly by the insurers.  Amounts due from insurers  in
payment of these or past claims paid directly by Fibreboard,
as of June 30, 1997 are $110 million.

The  asbestos-related long-term debt of $26 million consists
of   amounts   advanced  under  a  reimbursement  agreement;
interest accrues at prime minus 2%.

Fibreboard has unique insurance coverage of personal  injury
claims.    During  1993,   Fibreboard  and   its   insurers,
Continental  Casualty  Company  (Continental)  and   Pacific
Indemnity  Company  (Pacific), entered  into  the  Insurance
Settlement,    and    Fibreboard,     its    insurers    and
representatives  of  a nationwide class of  future  asbestos
plaintiffs  entered  into  the  Global  Settlement.    These
agreements   are  interrelated  and  require   final   court
approval.  On July 26, 1996, the U.S. Fifth Circuit Court of
Appeals   affirmed  the  Global  Settlement  by  a  majority
decision   and  the  Insurance  Settlement  by  a  unanimous
decision.

The  parties opposing the Global Settlement filed  petitions
seeking  review with the U.S. Supreme Court.   On  June  27,
1997,  the  Supreme Court granted the petition, vacated  the
judgment  and  remanded the case to the  Fifth  Circuit  for
further  consideration  in  light  of  the  Supreme  Court's
decision  in  the  Georgine class action involving  asbestos
claims  filed  against  members of  the  Center  for  Claims
Resolution.   In light of this ruling, final  resolution  of
the Global Settlement may not be known until 1998 or later.

On October 24, 1996, the statutory time period for objectors
to  seek further judicial review of the Insurance Settlement
lapsed  with no petition for review having been  filed  with
the   U.S.   Supreme  Court.   Therefore,   the    Insurance
Settlement  is now final and not subject to further  appeal.





<PAGE>                     - 16 -
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)
                              
8. CONTINGENT LIABILITIES (Continued)

The  parties  will continue to seek approval of  the  Global
Settlement.  If the Global Settlement becomes effective, all
asbestos-related personal injury liabilities  of  Fibreboard
will  be  resolved  through  insurance  funds  and  existing
corporate  reserves.  A  permanent  injunction  barring  the
filing  of  any  further claims against  Fibreboard  or  its
insurers is included as part of the Global Settlement.  Upon
final  approval, Fibreboard's insurers are required  to  pay
existing settlements and assume full responsibility for  any
claims  filed before August 27, 1993, the date the  settling
parties  reached  agreement  on  the  terms  of  the  Global
Settlement.   A  court-supervised  claims  processing  trust
("Settlement  Trust")  will  be  responsible  for  resolving
claims which were not filed against Fibreboard before August
27,  1993,  and any further claims that might  otherwise  be
asserted against Fibreboard in the future.

The   Settlement   Trust  will  be  funded  principally   by
Continental and Pacific.  These insurers have placed  $1,525
million in an interest-bearing escrow account pending  court
approval  of the settlements. Fibreboard is responsible  for
contributing  $10 million plus accrued interest  toward  the
Settlement Trust, which it will obtain from other  remaining
insurance sources and existing reserves.  The Home Insurance
Company  has  already  paid $9.9  million  into  the  escrow
account  on  behalf  of Fibreboard, in  satisfaction  of  an
earlier  settlement agreement.  The balance  of  the  escrow
account  was $1,691 million at June 30, 1997, after  payment
of  interim expenses and exigent claims associated with  the
Global Settlement.

If the Global Settlement becomes effective, Fibreboard would
have no on-going or future liabilities for asbestos personal
injury  claims  in  excess  of  the  $10  million  currently
reserved in other long term liabilities.

The  Insurance  Settlement is structured as  an  alternative
solution in the event the Global Settlement fails to receive
final approval.  Under the Insurance Settlement, Continental
and  Pacific  will  pay in full settlements  reached  as  of
August  27,  1993 and provide Fibreboard with the  remaining
balance  of the Global Settlement escrow account for  claims
filed after August 27, 1993, plus an additional $475 million
for  claims which were pending but not settled at August 27,
1993,  less  amounts paid for those claims since August  27,
1993.   Under  the  Insurance  Settlement,  Fibreboard  will
manage   the  defense  and  resolution  of  asbestos-related
personal  injury claims and will remain subject to  suit  by
asbestos personal injury claimants.

The  Insurance  Settlement will not be fully implemented  or
funded  until  such time as the Global Settlement  has  been
finally  resolved.   In the event the Global  Settlement  is
finally  approved,  the  Insurance Settlement  will  not  be
implemented.

While there are various uncertainties regarding whether  the
Global  Settlement or the Insurance Settlement  will  be  in
effect,   and   these  may  ultimately  impact  Fibreboard's
liability  for asbestos personal injury claims, the  Company
believes   the   amounts  available  under   the   Insurance
Settlement will be adequate to fund the ongoing defense  and
indemnity  costs  associated with asbestos-related  personal
injury claims for the foreseeable future.

The   Company  anticipates  reevaluating  and  updating  its
estimates of the Fibreboard liability for asbestos  personal
injury  claims  once it is determined which  of  the  Global
Settlement   or  the  Insurance  Settlement  is   ultimately
implemented.





<PAGE>                     - 17 -
                              
               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>                     - 18 -
                              
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.)

RESULTS OF OPERATIONS

Net sales were $1,017 million for the quarter ended June 30,
1997,  a  six percent increase from the 1996 level  of  $956
million.  The growth is attributable to increased volumes in
the  Building  Materials and Composite  Materials  segments,
worldwide.   In  Building Materials, niche acquisitions  and
the   integration  of  their  products  into  the  Company's
existing  channels  of  distribution continue  to  grow  the
Company's  volumes,  particularly in the  U.S.  and  Europe.
These  volume  increases were offset  in  large  part  by  a
decline  in  worldwide composites pricing, most  notably  in
Europe,  the effects of a stronger dollar on sales  made  in
foreign  currencies, and a decline in insulation  prices  in
North America.  Gross margin for the quarter ended June  30,
1997  was 24%, a decline from the second quarter 1996  level
of  27%,  primarily resulting from declining  prices  and  a
change in the mix of product sales in Building Materials  to
lower margin products.

Net  income  for  the quarter ended June 30,  1997  was  $63
million, or $1.11 per share, compared to a net loss of  $473
million, or $9.19 per share, for the quarter ended June  30,
1996.  Income from operations of $105 million in the  second
quarter  of  1997  was  negatively  impacted  by  the  price
declines  described above. This impact was partially  offset
by  volume  increases experienced in the Company's  roofing,
foam  and composites businesses.  Additionally, income  from
operations benefited by $15 million from the modification of
certain  employee  benefits in the  U.S.   Earnings  in  the
second quarter of 1997 were also affected by increased  cost
of borrowed funds resulting from increased borrowing to fund
working  capital and certain acquisitions, and the  improved
performance of the Company's unconsolidated affiliates.

Included  in  the quarter ended June 30, 1996  was  the  net
after-tax  charge of $542 million, or $10.53 per share,  for
asbestos  litigation claims that may be received after  1999
and  probable additional insurance recovery.  The  net  loss
created  by  this  item caused common stock equivalents  and
convertible  securities to be excluded from  the  number  of
fully diluted shares reported in the second quarter of  1996
due  to their anti-dilutive effect.  Had these anti-dilutive
shares  been  included in the calculation  of  earnings  per
share, such amount for the second quarter of 1996 would have
been $.09 lower.

Net  sales  for  the six months ended June  30,  1997,  were
$1,892  million,  a five percent increase  over  the  $1,805
million  reported for the first six months  of  1996.   This
increase reflects the strength of the Company's roofing  and
foam  businesses in the Building Materials segment,  coupled
with  the  Company's continued expansion  through  strategic
niche acquisitions.

For the six months ended June 30, 1997, the Company reported
net income of $105 million, or $1.87 per share, compared  to
a  net  loss  of $434 million, or $8.43 per share,  for  the
comparable  period in 1996.  When compared  to  the  earlier
year  period, net income for the six months ended  June  30,
1997  was  negatively impacted by price declines,  partially
offset  by the benefit of increased volumes and productivity
gains, particularly in the insulation business, .

In  addition  to  the net asbestos charge  recorded  in  the
second  quarter  of 1996, results for the six  months  ended
June  30,  1996 included a $37 million pretax gain from  the
sale of the Company's minority interest in Asahi Fiber Glass
Co.  Ltd.  in  Japan and several one-time  special  charges,
including   valuation  adjustments  associated  with   prior
divestitures,  major  product line productivity  initiatives
and  a  contribution to the Owens-Corning  Foundation.   The
impact of the gain on net income was reduced to near zero by
these special items.





<PAGE>                     - 19 -

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

Marketing and administrative expenses were $122 million  for
the quarter ended June 30, 1997, compared to $115 million in
the  same  period  in 1996.  The increase is  primarily  the
result   of   incremental   administrative   expenses   from
acquisitions.

Building Materials

In  the  Building Materials segment, sales increased 8%  for
the  quarter and six months ended June 30, 1997 compared  to
1996.   This  growth  reflects the  incremental  sales  from
acquisitions  as well as an increase in volume, particularly
in  the roofing and foam businesses.  Income from operations
for Building Materials increased to $122 million for the six
months  ended June 30, 1997.  This improvement is  primarily
the  result  of  volume  increases, productivity  gains  and
incremental amounts derived from acquisitions offset in part
by  the  continuing costs of the Company's expansion program
in the Asia Pacific region.

On  June  27,  the  Company acquired 92% of the  outstanding
stock  of Fibreboard Corporation through a cash tender offer
commenced  in  May  for  all of the  outstanding  shares  of
Fibreboard  at  $55  per share.  In early  July,  Fibreboard
became a wholly owned subsidiary as a result of a short form
merger consummated at the same price.  The purchase price of
Fibreboard was $657 million, including $138 million of  debt
assumed,   the  majority  of  which  was  financed   through
borrowings under the Company's new long-term credit facility
early  in the third quarter of 1997.  Fibreboard is  one  of
the  five largest producers in North America of vinyl siding
and  accessories, marketing products under the  brand  names
Norandex and Vytec.  The business has plants in the U.S. and
Canada   and  also  operates  more  than  130  company-owned
distribution centers in 32 states.  Fibreboard is  also  the
leading producer of manufactured stone used in home building
construction.   On July 15, the Company announced  plans  to
sell  the Pabco business of Fibreboard.  Pabco is a producer
of  calcium  silicate  insulation used for  industrial  pipe
applications and metal jacketing for pipe insulation.

As  the acquisition was completed at the end of the quarter,
the   reported  results  do  not  include  the  results   of
operations of Fibreboard.  To enhance comparability, certain
information  below is presented on a "pro forma"  basis  and
reflects the acquisition of Fibreboard (excluding Pabco  and
operations that were discontinued by Fibreboard prior to the
acquisition)  as though it had occurred at the beginning  of
the  respective  periods presented.  The pro  forma  results
include certain adjustments, primarily for depreciation  and
amortization,   interest   and   other   expenses   directly 
attributable  to  the  acquisition  and  are not necessarily 
indicative of the combined results that would have  occurred   
had  the  acquisition  occurred  at  the  beginning of those 
periods.

<TABLE>
<S>                                     <C>        <C>         <C>      <C> 
                                            PRO FORMA           AS REPORTED
                                            Six Months           Six Months
                                              Ended                 Ended
                                             June 30,              June 30,
                                          1997       1996      1997       1996
                                                 (In millions of dollars,
                                                     except share data)

Net  Sales                              $2,223     $2,092    $1,892     $1,805
Income from continuing operations           99       (443)      105       (434)
Fully diluted earnings per share
  from continuing operations            $ 1.76     $(8.59)   $ 1.87     $(8.43)
</TABLE>

Additionally, during the first quarter of 1997, the  Company
acquired  Polypan  Nord S.P.A., a manufacturer  of  extruded
polystyrene  foam (XPS) insulation products based  in  Italy
and   Falcon  Manufacturing  of  California,  Inc.,  a  U.S.
producer  of  expanded  polystyrene  (EPS)  foam  insulation
products.





<PAGE>                     - 20 -
                              
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS (Continued)

Composite Materials

In  the  Composite Materials segment, sales  increased  four
percent  for the quarter ended June 30, 1997, but were  down
two percent for the six months then ended, when compared  to
the  comparable 1996 periods.  While composites sales showed
improvement  in  overall volume, the business  continued  to
experience  significant price decline  during  the  quarter,
particularly in Europe where weakening currencies compounded
the   sales   decline.   Composite  Materials  income   from
operations  in  the quarter and six months  ended  June  30,
1997,  of $52 and $101 million, respectively, declined  from
the   equivalent  prior  year  periods.   The  declines  are
primarily   attributable  to  the  pricing  weakness   being
experienced in Europe.  The Company does not expect  to  see
significant  improvement in the Composite Materials  segment
in  1997.   However,  the Company now  believes  pricing  is
stabilizing  in both the U.S. and Europe and has implemented
a  price  increase effective during the second half  of  the
year.

During the second quarter of 1997, the Company completed the
acquisition  of  the assets of The Stewart  Group,  Inc.,  a
manufacturer  and  marketer of a composite central  strength
member  for  telecommunication  cable  using  a  proprietary
technology.  With this addition, the Company now  markets  a
complete  line  of  glass fiber products  that  protect  and
reinforce fiber optic and copper telecommunications cable.

In  the  first  quarter of 1997, the Company  completed  the
previously  announced  acquisition  of  Knytex  Company,   a
manufacturer of specialty glass fiber fabrics.

The  Company's cost of borrowed funds for the quarter  ended
June  30,  1997  was  $5 million higher than  during  second
quarter  1996,  due  to increased borrowings  used  to  fund
growth in working capital and certain acquisitions.

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Cash   flow   from  operations,  excluding  asbestos-related
activities,  was negative $6 million for the second  quarter
of  1997,  compared to $73 million for second quarter  1996.
The decline from 1996 to 1997 is primarily attributable to a
reduction  in accounts payable and accrued liabilities,  and
an  increase  in accounts receivable.  Excluding  Fibreboard
inventories  of  approximately $110 million, inventories  at
June  30,  1997 increased 26% over December 31, 1996  levels
due  to the Company's seasonal inventory build in the  first
half  of  the  year.   Please see  Notes  6  and  7  to  the
Consolidated Financial Statements.

At June 30, 1997, the Company's net working capital was $260
million  and  its  current ratio was 1.22,  as  compared  to
negative $163 million and .85, respectively at December  31,
1996.   The  increase  in 1997 is the  result  of  increased
working  capital, driven by higher seasonal inventories  and
receivables,  as well as a decline in accounts  payable  and
accrued liabilities.

The  Company's total borrowings at June 30, 1997 were $2,033
million,  $1,099 million higher than at year-end 1996.   The
June  30, 1997 long-term debt balance includes $519  million
payable,  as well as $138 million of debt assumed,  for  the
acquisition  of  Fibreboard.  The acquisition  amounts  were
drawn  from the Company's new credit facility in early July.
Since   the   cash  was  not  exchanged  until   July,   the
Consolidated  Statement of Cash Flows, for the  quarter  and
six  months  ended  June  30, 1997,  does  not  reflect  the
acquisition  of Fibreboard.  Typically, the Company  reports
greater cash usage during the first half of the year as  the
Company builds inventories and other working capital.





<PAGE>                     - 21 -

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

As  of June 30, 1997, the Company had unused lines of credit
of   $736  million  available  under  long-term  bank   loan
facilities  and  an additional $37 million under  short-term
facilities,  after the exclusion of the amount  utilized  in
early  July to fund the acquisition of Fibreboard,  compared
to  $440 million and $195 million, respectively, at year-end
1996.  The increase in available lines of credit is the
result of the new $2 billion credit facility established  to
fund  the  acquisition  of Fibreboard.   Letters  of  credit
issued under the Company's new long-term loan facility, most
of  which  support appeals from asbestos trials, reduce  the
available  credit  of that facility.   The  impact  of  such
reduction  is  reflected  in  the  unused  lines  of  credit
discussed  above.   See Notes 3 and 4  of  the  Consolidated
Financial Statements.

Capital   spending  for  property,  plant   and   equipment,
excluding  acquisitions and investments in  affiliates,  was
$131  million for the first six months of 1997. For the year
1997, the Company anticipates capital spending, exclusive of
acquisitions   and   investments  in   affiliates,   to   be
approximately  $250  million,  the  majority  of  which   is
committed.   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 against Owens
Corning  during  the second quarter of 1997,  including  $11
million in defense costs and $2 million for appeal bond  and
other costs, were $90 million.  Proceeds from insurance were
$24  million, resulting in a net pretax cash outflow of  $66
million,  or  $40  million  after-tax.   During  the  second
quarter of 1997, Owens Corning received approximately  9,700
new  asbestos personal injury cases and closed approximately
3,200  cases.  Over the next twelve months, Owens  Corning's
total  payments  for asbestos litigation  claims,  including
defense  costs,  are  expected  to  be  approximately   $300
million.   Proceeds  from  insurance  of  $50  million   are
expected  to  be  available to cover Owens Corning's  costs,
resulting  in a net pretax cash outflow of $250 million,  or
$150  million  after-tax. Please see Note 8 Item  A  to  the
Consolidated Financial Statements.

During  the  next twelve months, any payments  for  asbestos
claims  against  Fibreboard  are  expected  to  be  paid  by
Fibreboard's  insurers.  Please see Note 8  Item  B  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.

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 1997, the
Company  was designated a PRP in such federal, state,  local
or private proceedings for one additional site.  At June 30,
1997,   a   total  of  42  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 a $30 million reserve,
of   which  $15  million  relates  to  Fibreboard,  for  its
Superfund  (and  similar state, local  and  private  action)
contingent  liabilities.  Based upon  information  presently
available  to  the  Company,  and  without  regard  to   the





<PAGE>                     - 22 -
                              
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (Continued)
                              
application   of  insurance,  the  Company  believes   that,
considered in the aggregate, the additional costs associated
with  such  contingent  liabilities, including  any  related
litigation costs, will not have a materially adverse  effect
on  the Company's results of operations, financial condition
or long-term liquidity.

The 1990 Clean Air Act Amendments (Act) provide that the EPA
will issue regulations on a number of air pollutants over  a
period of years.  Until these regulations are developed, the
Company cannot
determine the extent to which the Act will affect  it.   The
Company  anticipates that its sources to be  regulated  will
include  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.

FUTURE REQUIRED ACCOUNTING CHANGES

On  June 30, 1997, the Financial Accounting Standards  Board
issued Statement of Financial Accounting Standards No.  130,
Reporting   Comprehensive  Income  (SFAS  No.  130).    This
statement establishes standards for reporting and display of
comprehensive  income  and  its  components   in   financial
statements.  The adoption of this standard will  not  impact
results  from operations, financial condition, or  long-term
liquidity, but will require the Company to classify items of
other  comprehensive income by their nature in  a  financial
statement  and  display  the accumulated  balance  of  other
comprehensive income separately in the equity section of the
balance  sheet.  The Company is required to  adopt  the  new
standard for periods beginning after December 15, 1997.

In  February 1997, the Financial Accounting Standards  Board
issued Statement of Financial Accounting Standards No.  128,
Earnings per Share (SFAS No.128).  This statement introduces
new   methods  for  calculating  earnings  per  share.   The
adoption  of  this  standard will not  impact  results  from
operations, financial condition, or long-term liquidity, but
will  require  the  Company to restate  earnings  per  share
reported  in  prior periods to conform with this  statement.
The  Company  is  required to adopt  the  new  standard  for
periods   ending  after  December  15,  1997.   The  Company
believes  that the adoption of this standard will result  in
essentially  the same earnings per share when comparing  the
current fully diluted earnings per share calculation to  the
calculation of diluted earnings per share required  by  SFAS
No. 128.





<PAGE>                           - 23 -

                        PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See the paragraphs in Note 8, Contingent Liabilities, to the
Company's Consolidated Financial Statements above, which are
incorporated here by reference.

ITEM 2. CHANGES IN SECURITIES

(a)  None of the constituent instruments defining the rights
     of  the  holders of any class of the Company's  registered
     securities  was materially modified in the  quarter  ended
     June 30, 1997.

(b)  None  of  the  rights evidenced by any  class  of  the
     Company's registered securities was materially limited  or
     qualified in the quarter ended June 30, 1997 by the issuance
     or modification of any other class of securities.
  

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

(a)   During the quarter ended June 30, 1997, there  was  no
      material  default  in the payment of principal,  interest,
      sinking  or  purchase  fund  installments,  or  any  other
      material  default not cured within 30 days,  with  respect
      to any indebtedness of the Company or any of its
      significant subsidiaries exceeding 5 percent of the  total
      assets of the Company and its consolidated subsidiaries.

(b)   During  the quarter ended June 30, 1997,  no  material
      arrearage in the payment of dividends occurred, and  there
      was  no  other  material delinquency not cured  within  30
      days, with respect to any class of preferred stock of  the
      Company  which is registered or which ranks prior  to  any
      class  of  registered securities, or with respect  to  any
      class of preferred stock of any significant subsidiary  of
      the Company.

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

(a)   The  Company's annual meeting of stockholders  was  held
      April 17, 1997.

(c)   The  matters  voted upon at the meeting, and  the  votes
      cast with respect to each, were:

       1.    Election of four directors for a term  expiring
       in  2000:   Norman P. Blake, Jr. - 43,939,578  shares
       cast  for  election  and 1,517,001  shares  withheld;
       Leonard S. Coleman, Jr. - 43,721,727 shares cast  for
       election  and  1,734,852  shares  withheld;  Jon   M.
       Huntsman,  Jr. - 43,931,194 shares cast for  election
       and 1,525,385 shares withheld; and W. Ann Reynolds  -
       43,926,804  shares  cast for election  and  1,529,775
       shares withheld.

    2. Approval   of   amendment  of  the   Certificate   of
       Incorporation  to increase the maximum  size  of  the
       Board  of  Directors to fourteen persons:  42,178,715
       shares  cast for the proposal; 2,900,332 shares  cast
       against; and 377,532 shares abstained.
    
    3. Approval  of  amendments to the 1987 Stock  Plan  for
       Directors:  32,930,218 shares cast for the  proposal;
       12,061,885  shares cast against; and  464,476  shares
       abstained.





<PAGE>                     - 24 -
                              
           PART II. OTHER INFORMATION (Continued)
    
    4.   Approval  of the action of the Board of Directors  in
         selecting  Arthur Andersen LLP as independent  public
         accountants  for  the  Company  for  the  year  1997:
         44,608,152  shares  cast for  the  proposal;  599,035
         shares cast against; and 249,392 shares abstained.

            There were no broker nonvotes on any matter.


ITEM 5. OTHER INFORMATION

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

ITEM  6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

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

(b)  Reports on Form 8-K.

     During the quarter ended June 30, 1997, the Company  filed
     the following current reports on Form 8-K:
  
      -  Filed May 14, 1997, under Item 7.
      -  Filed May 28, 1997, under Items 5 and 7.
  




<PAGE>                   - 25 -
                              
                       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: July 23, 1997                  By:  /s/ David W. Devonshire
                                     David W. Devonshire
                                     Senior Vice President and               
                                     Chief Financial Officer
                                     (as duly authorized officer)



Date: July 23, 1997              By:  /s/ Steven J. Strobel
                                     Steven J. Strobel
                                     Vice President and Controller








<PAGE>                      - 26 -
                              
                        EXHIBIT INDEX
                              
Exhibit
Number         Document Description

(2)     Plan  of  Acquisition, Reorganization,  Arrangement,
        Liquidation or Succession.

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

(3)     Articles of Incorporation and By-Laws.

        (i) Certificate of Incorporation of Owens Corning, as
        amended (incorporated herein by reference to
        Exhibit  (3)(i) to the Company's quarterly  report
        on Form 10-Q (File No. 1-3660) for the quarter
        ended March 31, 1997).

        (ii) By-Laws  of  Owens  Corning,  as  amended
        (incorporated herein by reference to  Exhibit  (3)
        to  the Company's annual report on Form 10-K (File
        No. 1-3660) for 1995).
       
(4)     Instruments Defining the Rights of Security  Holders,
        Including Indentures.

        Credit  Agreement, dated as of June 26,  1997,  among
        Owens  Corning,  other Borrowers and Guarantors,  the
        Banks  listed  on Annex A thereto, and Credit  Suisse
        First Boston, as Agent (filed herewith).

(10)    Material Contracts.

        Credit  Agreement, dated as of June 26,  1997,  among
        Owens  Corning,  other Borrowers and Guarantors,  the
        Banks  listed on Annex A thereto, and Credit   Suisse
        First Boston, as Agent (filed as Exhibit (4) to  this
        quarterly report on Form 10-Q).

        Agreement  and Plan of Merger, dated as  of  May  27,
        1997,   among   Owens  Corning,  Sierra   Corp.   and
        Fibreboard   Corporation  (incorporated   herein   by
        reference  to  Exhibit 2(a) to the Company's  current
        report  on Form 8-K (File No. 1-3660), filed May  28,
        1997).
       
        Owens  Corning  1987  Stock Plan  for  Directors,  as
        amended (filed herewith).

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

(27)    Financial Data Schedule (filed herewith).

(99)    Additional Exhibits.

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