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 September 30, 1999

                           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 September 30,
                                      1999

                                   54,812,028

                                      - 2 -

                         PART I.  FINANCIAL INFORMATION
                          ITEM 1.  FINANCIAL STATEMENTS

                         OWENS CORNING AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME

<TABLE>
<S>                              <C>         <C>       <C>       <C>
                                    Quarter Ended     Nine Months Ended
                                    September 30,       September 30,
                                  1999      1998      1999      1998
                                  ----      ----      ----      ----
                                     (In millions of dollars, except
                                               share data)

NET SALES                         $ 1,333  $ 1,324  $ 3,773  $  3,747
COST OF SALES (Note 3)                986    1,060    2,844     2,983
                                  -------  -------  -------  --------

     Gross margin                     347      264      929       764
                                  -------  -------  -------  --------

OPERATING EXPENSES (Note 3)
 Marketing and administrative
   expenses                           153      138      441       419
 Science and technology expenses       14       14       42        43
 Restructure costs                      -       30        -       117

 Other                                 (3)      67       (2)       81
                                   -------  ------   ------   -------

  Total operating expenses            164      249      481       660
                                   -------  ------   ------   -------

Gain on sale of assets (Note 4)         -      292        -       376


INCOME FROM OPERATIONS                183      307      448       480


Cost of borrowed funds                 40       37       112      110
                                   ------   -------  -------  -------

INCOME BEFORE PROVISION FOR
  INCOME TAXES                        143      270       336      370

Provision for income taxes
  (Note 6)                             50      132       118      159
                                   ------   -------  -------  -------

INCOME BEFORE MINORITY INTEREST
  AND EQUITY IN NET INCOME
  (LOSS) OF AFFILIATES                 93      138      218      211

Minority Interest                      (2)      (4)      (5)     (14)

Equity in net income (loss) of
affiliates                             (2)       1       (4)       5
                                   -------  -------  -------  -------

INCOME BEFORE EXTRAORDINARY
   ITEM                                89      135      209      202

Extraordinary loss                      -     (39)      -       (39)
                                  -------  ------   -------  -------

NET INCOME                        $    89  $    96  $   209  $   163
                                  =======  =======  =======  =======
</TABLE>

                                      - 3 -

                         OWENS CORNING AND SUBSIDIARIES
                  CONSOLIDATED STATEMENT OF INCOME (continued)

<TABLE>
<S>                                <C>       <C>           <C>         <C>
                                     Quarter Ended         Nine Months Ended
                                     September 30,           September 30,
                                    1999        1998      1999        1998
                                    ----        ----      ----        ----
                                  (In millions of dollars, except share data)

NET INCOME (LOSS) PER
  COMMON SHARE (Note 10)

Basic:

Income before extraordinary item   $    1.64 $    2.51  $    3.87   $     3.76
Extraordinary loss                        -      (.72)         -          (.72)
                                  ---------  ---------  --------    ----------
Net income per share               $   1.64  $    1.79  $   3.87    $     3.04
                                  =========  =========  ========    ==========

Diluted:

Income before extraordinary item   $   1.53  $    2.32  $   3.62    $     3.53
Extraordinary loss                        -      (.66)         -          (.66)
                                   --------  ---------  --------    ----------
Net income per share               $   1.53  $    1.66  $   3.62    $     2.87
                                   ========  =========  ========    ==========

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

   Basic                              54.3        53.8       54.1          53.6
   Diluted                            59.5        59.2       59.5          58.8
</TABLE>
                                      - 4 -

                         OWENS CORNING AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
<TABLE>
<S>                                     <C>                    <C>

                                              September 30,   December 31,
                                                   1999           1998
                                                   ----           ----
                                               (In millions of dollars)
ASSETS
------

CURRENT
     Cash and cash equivalents               $       99      $        54
     Receivables                                    584              451
     Inventories (Note 7)                           532              437
     Insurance for asbestos litigation
     claims - current portion (Note 11)              25              150
     Deferred income taxes                          264              293
     Income tax receivable                            -              117
     Other current assets                            28               27
                                             ----------      -----------

           Total current                         1,532             1,529
                                             ----------      -----------

OTHER
     Insurance for asbestos litigation
       claims (Note 11)                            206               260
     Asbestos costs to be reimbursed -
       Fibreboard (Note 11)                         41                74
     Deferred income taxes                         551               608
     Goodwill                                      747               762
     Investments in affiliates (Note 4)             50                45
     Other noncurrent assets                       243               205
                                             -----------     -----------

           Total other                           1,838             1,954
                                             -----------     -----------

PLANT AND EQUIPMENT, at cost

Land                                                70               64
Buildings and leasehold improvements               719              701
Machinery and equipment                          2,620            2,476
Construction in progress                           233              257
                                             -----------     -----------
                                                 3,642            3,498

  Less-accumulated depreciation                 (1,962)          (1,880)
                                             -----------     -----------

      Net plant and equipment                    1,680            1,618
                                             ------------    -----------

TOTAL ASSETS                                 $  5,050         $   5,101
                                             =============   ===========
</TABLE>

                                      - 5 -

                         OWENS CORNING AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (continued)

<TABLE>
<S>                                             <C>               <C>
                                                  September 30,   December 31,
                                                       1999           1998
                                                       ----           ----
LIABILITIES AND STOCKHOLDERS' EQUITY                 (In millions of dollars)
------------------------------------

CURRENT
     Accounts payable and accrued liabilities        $     784   $   942
     Reserve for asbestos litigation claims -
       current portion (Note 11)                         1,050       850
     Short-term debt                                       103        69
     Long-term debt - current portion                       84        22
                                                    ----------   -------

        Total current                                    2,021     1,883
                                                    ----------   -------

LONG-TERM DEBT                                           1,994     1,535
                                                    ----------   -------

OTHER

  Reserve for asbestos litigation claims
   (Note 11)                                          $    958   $ 1,780
  Asbestos-related liabilities - Fibreboard
   (Note 11)                                                67        79
  Other employee benefits liability                        324       326
  Pension plan liability                                    46        55
  Other                                                    331       364
                                                      ---------    --------
        Total other                                      1,726     2,604
                                                      ---------    --------

COMPANY OBLIGATED SECURITIES OF
  ENTITIES HOLDING SOLELY PARENT
  DEBENTURES                                               195       194
                                                      ---------  -------
MINORITY INTEREST                                           43        19
                                                      ---------  -------

STOCKHOLDERS' EQUITY
  Common stock                                             698       679
  Deficit                                               (1,565)   (1,762)
  Accumulated other comprehensive income
   (Note 9)                                                (41)      (37)
  Other                                                    (21)      (14)
                                                      ---------  -------

        Total stockholders' equity                        (929)   (1,134)
                                                       --------- --------

TOTAL LIABILITIES AND STOCKHOLDERS'                 $    5,050   $ 5,101
   EQUITY                                           =========    ========
</TABLE>

                                      - 6 -

                         OWENS CORNING AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<S>                                          <C>        <C>           <C>          <C>

                                                Quarter Ended          Nine Months Ended
                                                September 30,            September 30,
                                              1999         1998        1999         1998
                                              ----         ----        ----         ----
                                                       (In millions of dollars)

NET CASH FLOW FROM OPERATIONS

  Net income                                $    89     $    96     $     209    $    163
  Reconciliation of net cash provided by
     operating activities
        Noncash items:
         Provision for depreciation and
          amortization                           55           48          160          147
         Provision (credit) for deferred
          income taxes                           44           90           83           85
         Extraordinary loss from early
          retirement of debt                      -           39            -           39
         Gain on sale of assets (Note 4)          -         (292)           -         (376)
         Other                                    6          115           11          112
        (Increase) decrease in receivables       29           18         (113)        (151)
        (Increase) decrease in inventories      (29)          10          (89)         (30)
         Increase (decrease) in accounts
          payable and accrued liabilities        65           40         (161)          16
        (Increase) decrease in income tax
          receivable                              -          (65)         104           10
         Proceeds from insurance for
          asbestos Litigation claims,
          excluding Fibreboard                  147           24          179           46
         Payments for asbestos litigation
          claims, excluding Fibreboard         (252)         (70)        (622)        (294)
         Other                                  (15)          86          (25)          97
                                           --------     ---------   ---------    ----------
            Net cash flow from operations       139          139         (264)        (136)
                                           -----------  ----------  -----------  -----------

NET CASH FLOW FROM INVESTING

        Additions to plant and equipment        (39)         (59)        (138)        (180)
        Proceeds from the sale of
         affiliate or business (Note 4)           -          528            -          662
        Other                                    14            -          (13)         (19)
                                           ----------   ----------  ----------   ----------

            Net cash flow from investing   $    (25)    $    469    $    (151)  $      463
                                           -----------  ----------  -----------  -----------
</TABLE>
                                      - 7 -

                         OWENS CORNING AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF CASH FLOWS (continued)

<TABLE>
<S>                                     <C>           <C>        <C>      <C>
                                          Quarter Ended            Nine Months Ended
                                          September 30,              September 30,
                                        1999          1998         1999        1998
                                        ----          ----         ----        ----
                                                 (In millions of dollars)

NET CASH FLOW FROM FINANCING

  Net additions (reductions) to
   long-term credit facilities      $      (14)   $   365       $    247    $      (9)
  Other additions to long-term debt          2        423            253          993
  Other reductions to long-term
   debt                                     (4)      (480)           (37)        (493)
  Net increase (decrease) in short-
   term debt                               (18)       (48)            10           48
  Repurchase of Trust Preferred
   Hybrid Securities                         -       (309)             -         (309)
  Premium payments on early
   retirement of debt                        -        (62)             -          (62)
  Dividends paid                            (4)        (4)           (12)         (12)
  Other                                     (1)         5             (1)          (1)
                                    -----------   ------------  ----------  ----------

      Net cash flow from financing         (39)      (110)           460          155
                                    ------------  ------------  ----------  ----------

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

Net increase (decrease) in cash and
 cash equivalents                           73        498             45           482

Cash and cash equivalents at
beginning of period                         26         42             54            58
                                    -----------   -----------   ----------- ----------

Cash and cash equivalents at end
  of period                         $       99    $   540      $      99    $      540
                                    ===========   ===========   ==========  ==========
</TABLE>

                                      - 8 -

                         OWENS CORNING AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S>                                       <C>         <C>           <C>    <C>

                                            Quarter Ended           Nine Months Ended
                                            September 30,             September 30,
1.  SEGMENT DATA                          1999         1998         1999         1998
                                          ----         ----         ----         ----
                                                   (In millions of dollars)
NET SALES

Reportable Operating Segments
------------------------------

  Building Materials
    United States                     $        989 $    942      $  2,749    $  2,553
    Europe                                      54       63           175         198
    Canada and other                            64       55           175         160
                                      ------------ ----------    ----------  ----------

       Total Building Materials              1,107    1,060         3,099       2,911
                                      ------------ -----------   ----------  ----------

   Composite Materials
     United States                             145      172           423         536
     Europe                                     75       85           243         282
     Canada and other                           36       36            99         105
                                      ------------ -----------   ----------- ----------

       Total Composite Materials               256      293           765         923
                                      ------------ -----------   ----------- ----------

       Total Reportable Operating
         Segments                     $      1,363  $ 1,353       $ 3,864  $    3,834

Reconciliation to Consolidated Net
Sales
----------------------------------
  Composite Materials U.S. Sales to
    Building Materials U.S.                   (30)       (29)           (91)      (87)
                                      ------------ -----------   ----------- -----------

       Net sales                      $      1,333  $  1,324     $    3,773  $  3,747
                                      ============ ===========   =========== ==========

External Customer Sales by
Geographic Region
---------------------------
  United States                       $      1,104  $  1,085     $    3,081  $  3,002
  Europe                                       129       148            418       480
  Canada and other                             100        91            274       265
                                      ------------ ----------    ----------- ----------

       Net Sales                      $      1,333  $  1,324     $    3,773  $  3,747
                                      ============ ==========    ==========  ==========
</TABLE>

                                      - 9 -

                         OWENS CORNING AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)
<TABLE>
<S>                                      <C>       <C>              <C>   <C>

                                             Quarter Ended            Nine Months Ended
                                             September 30,              September 30,
1.  SEGMENT DATA (continued)                1999        1998         1999          1998
                                            ----        ----         ----          ----
                                                     (In millions of dollars)
INCOME (LOSS) FROM OPERATIONS

Reportable Operating Segments
-----------------------------

  Building Materials
    United States                         $     136  $       98  $    322      $      158
    Europe                                        1           4         5               2
    Canada and other                              8           5        24               6
                                        -----------  ----------  ----------    ----------

       Total Building Materials                 145         107        351            166
                                        -----------  ----------  ----------    -----------

   Composite Materials
     United States                               39          33        100            126
     Europe                                      (4)          6         (8)            22
     Canada and other                             4           5         11             10
                                        -----------  ----------  ----------    -----------

       Total Composite Materials                 39          44        103            158
                                        -----------  ----------  ----------    -----------

       Total Reportable Operating
        Segments                        $       184  $      151   $    454      $     324
                                        ===========  ==========  ==========    ===========

Geographic Regions
    United States                       $       175  $      131   $    422      $     284
    Europe                                       (3)         10         (3)            24
    Canada and other                             12          10         35             16
                                        -----------  ----------  ------------  ------------

       Total Reportable Operating       $       184  $      151  $     454      $     324
        Segments

Reconciliation to Consolidated Income
  Before Provision for Income Taxes
--------------------------------------

   Restructuring and other charges                -        (148)         -           (243)
   Gain on sale of affiliate or
    business                                      -         292          -            376
   General corporate income (expense)            (1)         12         (6)            23
   Cost of borrowed funds                       (40)        (37)      (112)          (110)
                                        -----------  ----------  -----------   -----------
      Consolidated Income Before
         Provision for Income Taxes     $       143  $      270  $     336     $      370
                                        ===========  ==========  ============  ===========
</TABLE>

                                     - 10 -

                         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 1998 Annual Report on Form 10-K, as filed  with  the
Securities and Exchange Commission.

3. RESTRUCTURING OF OPERATIONS AND OTHER ACTIONS

During  the  third quarter of 1998, the Company recorded a $148  million  pretax
charge  for restructuring and other actions as the final phase of the  Company's
previously   announced  program  to  close  manufacturing  facilities,   enhance
manufacturing productivity and reduce overhead.  On a cumulative basis since the
fourth  quarter of 1997, the Company has recorded a total pretax charge of  $386
million,  of which $143 million was recorded in the fourth quarter of 1997,  $95
million was recorded in the first quarter of 1998, and $148 million was recorded
in the third quarter of 1998.

The  $148 million pretax charge in the third quarter of 1998 was comprised of  a
$30  million charge associated with the restructuring of the Company's  business
segments  and a $118 million charge associated with other actions, the  majority
of  which  represent asset impairments.  The $30 million restructure charge  has
been  classified as a separate component of operating expenses on the  Company's
consolidated statement of income while the $118 million charge for other actions
is  comprised of a $60 million charge to cost of sales, a $4 million  charge  to
marketing  and  administrative  expenses, and a  $54  million  charge  to  other
operating expenses.  The components of the restructure charge include $9 million
for  personnel  reductions and $21 million for the divestiture of  non-strategic
businesses and facilities, of which $20 million represents non-cash asset write-
downs  to  estimated fair value and $1 million represents exit cost liabilities,
comprised   primarily  of  lease  commitments.  The  $9  million  for  personnel
reductions  represents  severance  costs  associated  with  the  elimination  of
approximately 400 positions, primarily in the U.S. and Asia.  The primary groups
affected  include manufacturing and administrative personnel.  As  of  September
30, 1999, approximately $8 million has been paid and charged against the reserve
for  personnel  reductions, representing the elimination  of  approximately  400
positions, the majority of whose severance payments will be made over the course
of  1999.  Charges of approximately $1 million have been made against exit  cost
liabilities.  No adjustments have been made to the liability.

                                     - 11 -

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

3. RESTRUCTURING OF OPERATIONS AND OTHER ACTIONS (continued)

The components and classification of the $118 million of other actions, of which
$103  million  represents non-cash asset revaluations, include: $30  million  to
write down to fair value certain manufacturing assets held for use in China, due
primarily to poor current and projected financial results, recorded as  cost  of
sales; $15 million to write down to net realizable value equipment and inventory
made   obsolete  by  changes  in  the  Company's  manufacturing  and   marketing
strategies,  recorded  as cost of sales; $17 million for the  write-down  of  an
investment in and the write off of a receivable from a joint venture in Korea to
reflect  the  business outlook at that time and the fair  market  value  of  the
assets, recorded as other operating expenses; $12 million for the write-down  of
goodwill  associated with the 1995 acquisition of Fiber-lite, determined  to  be
unrecoverable due to a change in market conditions and customer demand, recorded
as other operating expenses; and $9 million for the write-down of certain assets
in  the U.S. to fair market value, recorded as cost of sales. The Company  plans
to  hold  and use the investments, but disposed of the equipment in 1998.   Also
included  in the $118 million charge for other actions are $13 million  for  the
write  off  of  certain  receivables in the  U.S.  and  Asia  determined  to  be
uncollectable, recorded as cost of sales and other operating expenses;  and  $22
million   for   other  actions  recorded  as  cost  of  sales,   marketing   and
administrative expenses, and other operating expenses.

During  the  first  quarter of 1998, the Company recorded a $95  million  pretax
charge  for restructuring and other actions as the second phase of the Company's
strategic restructuring program to enhance manufacturing productivity and reduce
overhead.

The  $95 million pretax charge in the first quarter of 1998 was comprised of  an
$87  million charge associated with the restructuring of the Company's  business
segments and an $8 million charge associated with other actions. The $87 million
restructure  charge  has  been classified as a separate component  of  operating
expenses on the Company's consolidated statement of income while the $8  million
charge  for other actions is comprised of a $5 million charge to cost  of  sales
and  a  $3  million  charge  to  marketing  and  administrative  expenses.   The
components  of  the  restructure  charge  include  $81  million  for   personnel
reductions  and  $6 million for the divestiture of non-strategic businesses  and
facilities,  of  which  $2 million represents exit cost  liabilities,  comprised
primarily  of  lease  commitments.   The $81 million  for  personnel  reductions
represents  severance  costs  associated with the elimination  of  approximately
1,500  positions  worldwide.   The  primary  employee  groups  affected  include
manufacturing and corporate administrative personnel.  As of September 30, 1999,
approximately  $63  million has been paid and charged against  the  reserve  for
personnel  reductions,  representing  the  elimination  of  approximately  1,500
employees, the majority of whose severance payments were made over the course of
1998,  and  approximately  $2  million  has  been  charged  against  exit   cost
liabilities. No adjustments have been made to the liability.

During  the  fourth quarter of 1997, the Company recorded a $143 million  pretax
charge for restructuring and other actions as the first phase of the program  to
close  manufacturing facilities, enhance manufacturing productivity  and  reduce
overhead.  The $143 million pretax charge was comprised of a $68 million  charge
associated with the restructuring of the Company's business segments and  a  $75
million  charge  associated  with asset impairments,  including  investments  in
certain affiliates. The components of the restructure charge include $25 million
for personnel reductions;  $41

                                     - 12 -

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

3. RESTRUCTURING OF OPERATIONS AND OTHER ACTIONS (continued)

million for the divestiture of non-strategic businesses and facilities, of which
$13 million represents exit cost liabilities, primarily for leased warehouse and
office  facilities  to  be  vacated, and $28 million represents  non-cash  asset
revaluations;  and  $2  million  for other actions.   The  divestiture  of  non-
strategic businesses and facilities includes the closure of the Candiac,  Quebec
manufacturing  facility.   During  the  second  quarter  of  1999,  the  Candiac
manufacturing facility was re-opened in order to meet current market demands.

The  $25  million  for personnel reductions during the fourth  quarter  of  1997
represents  severance  costs  associated with  the  elimination  of  nearly  550
positions  worldwide. The primary employee groups affected include manufacturing
and  corporate administrative personnel. As of September 30, 1999, approximately
$21  million  has  been  paid  and charged against  the  reserve  for  personnel
reductions,  representing the elimination of approximately  550  employees,  the
majority  of  whose  severance  payments were  over  the  course  of  1998,  and
approximately  $9  million has been charged against exit  cost  liabilities.  No
adjustments have been made to the liability.

The components of the $75 million of other actions during the fourth quarter  of
1997  and  their classification on the Company's 1997 consolidated statement  of
income  are  as  follows: $17 million for the write off of  certain  assets  and
investments associated with unconsolidated joint ventures in Spain and Argentina
due  primarily to poor current and projected financial results and the  expected
loss  of  local partners, recorded as other operating expenses; $12 million  for
the  write-down of certain investments in mainland China to reflect the  current
business outlook and the fair market value of the investments, recorded as  cost
of  sales;  $24  million  to write down to net realizable  value  equipment  and
inventory  made obsolete by changes in the Company's manufacturing and marketing
strategies,  recorded  as cost of sales; $8 million for a supplemental  employee
retirement plan approved by the Board of Directors in December 1997, recorded as
marketing  and  administrative expenses; $5 million  for  the  write-off  of  an
insurance  receivable  that  was determined to be uncollectable  after  judicial
rejection of the Company's claim, recorded as other operating expenses;  and  $9
million  for  several  other actions recorded as cost of  sales,  marketing  and
administrative  expenses, and other operating expenses.  The  Company  plans  to
hold and use the investments but disposed of most of the equipment in 1998.

The   following  table  summarizes  the  status  of  the  liabilities  from  the
restructure   program  described  above,  including  cumulative   spending   and
adjustments and the remaining balance as of September 30, 1999:

<TABLE>
<S>                             <C>                    <C>            <C>
(In millions of dollars)

                              Beginning                Total          Ending
                              Liability              Payments        Liability
                             ----------              --------        ---------

   Personnel  Costs          $    115             $     (92)         $      23
   Facility  and
    Business  Exit  Costs          16                   (12)                 4
   Other                            2                    (2)                 -
                             ----------              --------        ----------
     Total                   $    133             $    (106)         $      27
                             ==========             ========         ===========
</TABLE>

                                     - 13 -

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

3. RESTRUCTURING OF OPERATIONS AND OTHER ACTIONS (continued)

The Company continually evaluates whether events and circumstances have occurred
that  indicate  that  the  carrying  amount  of  certain  long-lived  assets  is
recoverable.  When factors indicate that a long-lived asset should be  evaluated
for   possible  impairment,  the  Company  uses  an  estimate  of  the  expected
undiscounted  cash flows to be generated by the asset to determine  whether  the
carrying  amount  is  recoverable  or if  an  impairment  exists.   When  it  is
determined that an impairment exists, the Company uses the fair market value  of
the  asset, usually measured by the discounted cash flows to be generated by the
asset, to determine the amount of the impairment to be recorded in the financial
statements.

4.   ACQUISITIONS AND DIVESTITURES OF BUSINESSES

In  connection  with a proposal received from its Korean joint venture  partner,
the  Company  infused  approximately $29 million of cash into  this  venture  in
March,  1999.  As a result of this investment, along with additional investments
by  the  other  partner, the Company increased its ownership interest  in  Owens
Corning  Korea  to  70%.  The Company accounted for this transaction  under  the
purchase  method  of  accounting  whereby the assets  acquired  and  liabilities
assumed, including $84 million in debt, have been recorded at their fair  values
and  the  results  of  operations  have been  consolidated  since  the  date  of
acquisition.   Prior to that date, the Company accounted for this joint  venture
under the equity method.

Late  in the third quarter of 1998, the Company sold 51% of its interest in  its
yarns  and specialty materials business (the "yarns business") for $340 million.
Upon  closing,  the  Company also received a distribution of approximately  $193
million from the joint venture.  The results of operations of the yarns business
were  reflected  in the Company's consolidated statement of income  through  the
period ending September 30, 1998.  For the nine months ended September 30, 1998,
the  yarns business recorded net sales of approximately $205 million and  income
from operations of approximately $57 million. Effective September 30, 1998,  the
Company accounts for its ownership interest in the yarns joint venture under the
equity method.

Late  in  the first quarter of 1998, the Company sold its 50% ownership interest
in  Alpha/Owens-Corning, LLC.  With cash proceeds of approximately $103 million,
the  Company recorded a pretax gain of approximately $84 million as other income
on the Company's consolidated statement of income.

During  the first quarter of 1998, the Company completed the sale of the  assets
of  Pabco, a producer of molded calcium silicate insulation, fireproofing  board
and  metal  jacketing, acquired as part of the Fibreboard acquisition  in  1997.
The  Company  sold  Pabco  for  $31 million in cash  and  $6  million  in  notes
receivable, all of which was collected during 1998.

5. LONG-TERM DEBT

During the first quarter of 1999, the Company issued $250 million of senior debt
securities  ("the securities") as unsecured obligations of the  Company.   These
securities,  which  mature in 2009, bear an annual rate  of  interest  of  7.0%,
payable  semiannually.  The proceeds from the issuance of these securities  were
used  to  reduce  borrowings  under  the Company's  long-term  revolving  credit
agreement.
                                     - 14 -

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

6. INCOME TAXES

The  reconciliation between the U.S. federal statutory rate  and  the  Company's
effective income tax rate is:

<TABLE>
<S>                                <C>        <C>       <C>      <C>
                                       Quarter           Nine Months
                                        Ended               Ended
                                    September 30,       September 30,
                                    -------------       ------------
                                   1999       1998     1999      1998
                                   ----       ----     ----      ----

U.S. federal statutory rate            35%     35%      35%       35%
State and local income taxes             2      6        3         5
Operating losses of foreign
  subsidiaries                           1      6        1         6
Special tax election (a)               (6)      -       (3)       (3)
Foreign tax rate differences             -      -        -         -
Other                                    3      2       (1)        -
                                     -----   ----      ----      ----
Effective  tax provision  and
  rate                                  35%    49%      35%       43%
                                      ====    ===      ===       ===
</TABLE>

(a)    Represents a one-time tax benefit associated with Asia Pacific operations
       in 1998, and with UK operations in 1999.


 7.  INVENTORIES
<TABLE>
<S>                                      <C>                   <C>
                                      September 30,         December 31,
                                         1999                   1998
                                         ----                   ----
                                           (In millions of dollars)
Inventories are summarized as
follows:

Finished goods                        $  406          $    317
Materials and supplies                   188               176
                                      -------          -------
FIFO inventory                           594               493
Less:  Reduction to LIFO basis           (62)              (56)
                                      -------          -------
Total Inventory                       $  532          $    437
                                      =======          =======
</TABLE>

Approximately  $387  million and $271 million of total inventories  were  valued
using the LIFO method at September 30, 1999 and December 31, 1998, respectively.

                                     - 15 -

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

8. 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           Nine Months
                                           Ended               Ended
                                       September 30,       September 30,
                                       -------------       -------------
                                       1999     1998     1999        1998
                                       ----     ----     ----        ----

          Income taxes                  $   1   $  (1)   $  (79)   $   (82)
          Cost of borrowed funds           34      15       107         87


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

During  the  first  nine months of 1999, gross payments for asbestos  litigation
claims against Fibreboard were approximately $85 million, all of which was  paid
directly  by  Fibreboard's insurers or from the escrow account to  claimants  on
Fibreboard's  behalf.   During the first nine months of  1999,  Fibreboard  also
reached settlement agreements with plaintiffs for amounts totaling approximately
$52  million.  Fibreboard settlement agreements are reflected on  the  Company's
consolidated balance sheet as an increase to both the Fibreboard asbestos  costs
to  be  reimbursed  and  asbestos claims settlements  when  the  agreements  are
reached.

Please  refer  to  Note  4  for disclosure of Non-Cash Investing  and  Financing
activities.

9. COMPREHENSIVE INCOME

During  the  first quarter of 1998, the Company adopted Statement  of  Financial
Accounting  Standards  No.  130, "Reporting Comprehensive  Income"  (SFAS  130).
Comprehensive income is defined as the change in equity of a business enterprise
during  a  period  from  transactions and other events  and  circumstances  from
nonowner  sources.   It includes all changes in equity during  a  period  except
those resulting from investments by owners and distributions to owners. SFAS 130
requires that the Company classify items of other comprehensive income by  their
nature in the financial statements and display the accumulated balance of  other
comprehensive  income  separately in the stockholders'  equity  section  of  the
Company's consolidated balance sheet.

The Company's comprehensive income for the quarters ended September 30, 1999 and
1998  was $96 million and $112 million, respectively. For the nine months  ended
September  30,  1999 and 1998, comprehensive income was $206  million  and  $171
million, respectively.  The Company's comprehensive income includes net  income,
currency  translation  adjustments, minimum pension liability  adjustments,  and
deferred gains and losses on certain hedging transactions.

                                     - 16 -

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

10.  EARNINGS PER SHARE

The  following table reconciles the net income and weighted average  number  of
shares  used in the basic earnings per share calculation to the net income  and
weighted average number of shares used to compute diluted earnings per share.


</TABLE>
<TABLE>
<S>                                  <C>       <C>        <C>           <C>
                                         Quarter              Nine Months
                                          Ended                  Ended
                                      September 30,          September 30,
                                      ------------          --------------
                                     1999      1998       1999         1998
                                     ----      ----       ----         ----
                                   (In millions of dollars, except share data)

Net income used for basic
  earnings per share               $    89     $  96     $  209       $  163

Net income effect of assumed
  conversion of preferred
  securities                             2         2          6            6
                                   -------    -------     ------      ------
Net income used for diluted
  earnings per share               $    91     $  98    $   215       $  169
                                   =======    =======   =======       ======

Weighted average number of shares
  outstanding used for basic
  earnings per share (thousands)    54,292    53,820     54,111       53,588

Deferred awards and stock options      664       791        789          675

Shares from assumed conversion of
  preferred securities               4,566     4,566      4,566        4,566
                                   -------   --------   -------      -------

Weighted average number of
  shares outstanding and common
  equivalent shares used for
  diluted earnings per share
  (thousands)                       59,522      59,177   59,466       58,829
                                   =======    ========  ========     =======
</TABLE>

                                     - 17 -

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

11.   CONTINGENT LIABILITIES

Asbestos Liabilities
--------------------

ITEM A. - OWENS CORNING (EXCLUDING FIBREBOARD)

Numerous  claims  have  been  asserted against Owens Corning  alleging  personal
injury arising from inhalation of asbestos fibers. Virtually all of these claims
arise out of Owens Corning's manufacture, distribution, sale or installation  of
an  asbestos-containing calcium silicate, high temperature  insulation  product,
the  manufacture and distribution of which was discontinued in  1972.  The  vast
majority  of  these  claims are being resolved through the  National  Settlement
Program  described  below.   As a result of this  program,  the  number  of  new
lawsuits  filed  against Owens Corning has been sharply reduced from  historical
levels.

National Settlement Program
---------------------------

Owens  Corning  has implemented a National Settlement Program  (NSP),  which  it
continues  to  expand.  As of September 30, 1999, the number of plaintiffs'  law
firms  participating  in  the NSP has increased to  approximately  110  and  the
Company  has  settled, through the NSP, approximately 232,000 asbestos  personal
injury  claims.   The  NSP also establishes procedures and  fixed  payments  for
resolving  future claims brought by participating plaintiffs' law firms  without
litigation through at least 2008.  Average payments per claim under the NSP  are
expected  to be substantially lower than those experienced by Owens Corning  for
comparable claims prior to the NSP.

The  Company established the NSP in response to the rising cost in recent  years
of mesothelioma settlements and judgments, as well as significant changes in the
legal  environment,  such as the Supreme Court's 1997 decision  in  GEORGINE  V.
AMCHEM  PRODUCTS, INC., striking down an asbestos class action  settlement.  The
NSP is designed to better manage Owens Corning's asbestos liability, and that of
Fibreboard  (see Item B below), and to enable the Company to better predict  the
timing and amount of indemnity payments for both pending and future claims.

Under  the NSP, each participating law firm has agreed to a long-term settlement
agreement ("NSP Agreement") providing for the resolution of both present  claims
(those  claims,  including unfiled claims, pending at the time  a  participating
plaintiffs' firm entered into an NSP Agreement) and future claims against  Owens
Corning and Fibreboard for settlement amounts negotiated with each participating
firm.   NSP  Agreements may be extended beyond 2008 by mutual agreement  of  the
parties.

As to present claims, settlement amounts to each claimant vary based on a number
of  factors, including the type and severity of disease.  All payments  will  be
subject  to satisfactory evidence of a qualifying medical condition and exposure
to  the Company's products, delivery of customary releases by each claimant, and
other  conditions.  The NSP allows claimants to receive prompt  payment  without
incurring  the  significant delays and uncertainties  of  litigation.  Claimants
settling non-malignancy claims with the Company and/or Fibreboard have agreed to
accept  as  part  of  the  settlement  a  pre-determined  amount  of  additional
compensation  if  they  later  develop a more  severe  asbestos-related  medical
condition.
                                     - 18 -

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

11.   CONTINGENT LIABILITIES

ITEM A. - OWENS CORNING (EXCLUDING FIBREBOARD) (continued)

Under  each  NSP  Agreement, a participating firm also agrees  (consistent  with
applicable  legal  requirements) to recommend to its future  clients,  based  on
appropriately  exercised professional judgment, to resolve any  future  asbestos
personal  injury  claims  against  Owens  Corning  and  Fibreboard  through   an
administrative  processing  arrangement, rather  than  litigation.   Under  such
arrangement,  no  settlement  payment will be  made  for  future  claims  unless
specified medical criteria, product exposure and other requirements are met, and
the  amount  of  any  such  payment will be within a  range  of  specified  cash
settlement  values based on the disease of the claimant and other  factors.   In
the  case  of  future claims not involving malignancy, such  criteria  require
medical  evidence  of  functional impairment.  Payments to  claimants  for  both
settled  present and future claims are being managed by Integrex, a wholly-owned
Owens  Corning  subsidiary  that  specializes in,  among  other  things,  claims
processing.

Payments under the NSP for settled present claims will generally be made through
2002,  with  the majority of payments expected to occur in 1999 and 2000.  As  a
result  of  such payments, the Company's gross payments for asbestos  litigation
claims  will  increase  in 1999 and 2000 over the levels experienced  in  recent
years.  It is anticipated that payments for a limited number of future  "exigent
claims"  (principally  those of living malignancy claimants,  as  such  term  is
defined  under  the NSP Agreements) will generally begin in 2001.  Payments  for
other  qualifying  future claims will begin in 2003, and will  be  made  on  the
following schedule, based on when such claims are accepted by Owens Corning  for
payment:

<TABLE>
<S>                                             <C>
          Date Accepted for Payment             Year in which Claim Will be Paid
  January 1, 1999 through June 30, 2000         2003
  July 1, 2000 through December 31, 2001        2004
  January 1, 2002 through June 30, 2003         2005
  July 1, 2003 through December 31, 2004        2006
  January 1, 2005 through June 30, 2006         2007
  July 1, 2006 or later                         60 days to one year after
                                                     acceptance
</TABLE>


If, in any calendar year after 2002, the payment of any amounts under the NSP in
respect  of  future  claims  might  cause a default  under  the  Company's  then
prevailing  loan covenants, the Company will have the right to defer payment  of
such  amounts  until  February 15 of the following  year.  Commencing  in  2003,
subject  to  the  variables  and uncertainties discussed  below,  Owens  Corning
expects  that  its  payments for such amounts will not exceed $150  million  per
year.   Additional settlement payments will be made by Fibreboard  (see  Item  B
below).

Owens  Corning  and  Fibreboard (see Item B below) each  retains  the  right  to
terminate  any  individual NSP Agreement if in any year more  than  a  specified
number of plaintiffs represented by the plaintiffs' firm in question opt out  of
such  agreement.   Opt  out procedures for future claims are  specified  in  the
settlement agreements, and provide for mediation and further negotiation  before
a claimant may pursue his or her case in the court system.

                                     - 19 -

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

11.   CONTINGENT LIABILITIES

ITEM A. - OWENS CORNING (EXCLUDING FIBREBOARD) (continued)

Non NSP Litigation
------------------

The  Company expects to pay approximately $190 million in 1999 and approximately
$90  million  in  2000  to resolve substantially all of  the  remaining  pre-NSP
settlements  and pending appeals in respect of verdicts incurred  prior  to  the
implementation of the NSP.

There  continues  to be litigation (although at a much reduced level)  involving
prior  unsettled claims, as well as newly filed claims, brought  by  plaintiffs'
law firms that are not participating in the NSP.  In the first three quarters of
1999,  approximately $1 million in verdicts against Owens Corning were  received
in  respect of these claims.  No judgment has yet been entered for any of  these
verdicts, all of which Owens Corning is planning to appeal.

Asbestos Related Payments
-------------------------

In  the  first three quarters of 1999, the Company made $622 million of asbestos
related payments.  These payments fell within four major categories: (1) Pre-NSP
settlements  described  above; (2)  NSP settlements; (3) Non-NSP  settlements  -
covering  cases  not  resolved by the NSP; and (4)  Defense  and  administrative
expenses.

The  Company  currently  estimates that it will  incur  total  asbestos  related
payments of approximately $950 million for 1999, as follows:

<TABLE>
<S>                                              <C>
                                    (in millions of dollars)

  Pre-NSP Settlements                        $190
  NSP Settlements                             655
  Non-NSP Settlements                          35
  Defense and Administrative Expenses          70

All  amounts  discussed  above  are  before tax  and  application  of  insurance
recoveries.   The Company currently estimates that it will incur total  asbestos
payments before tax and application of  insurance recoveries of approximately
$900 million during  2000, and approximately $350 million in 2001 and $250
million in 2002.  The actual amounts of such payments  will  depend  on
numerous variables, including the rate at which NSP claims  are  submitted  and
processed, the severity of disease (especially mesothelioma) involved in such
claims, the number  of  non-NSP claims resolved and the cost of resolving such
claims.

Asbestos Legislation
--------------------

Both the United States Senate and House of Representatives have held hearings on
proposed  legislation  (S 758 and HR 1283) intended to address  the  problem  of
asbestos  litigation.  The House has deferred action on the proposed legislation
until 2000.
                                     - 20 -

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

11.   CONTINGENT LIABILITIES

ITEM A. - OWENS CORNING (EXCLUDING FIBREBOARD) (continued)

Although  the original House and Senate proposals were virtually identical,  the
House  has  been active in revising HR 1283.  It is likely that these  revisions
will  significantly  alter  the original bill.  While  details  of  the  revised
legislation have yet to be determined, the Company believes that key members  of
Congress  view  the  NSP  favorably and that, if  any  asbestos  legislation  is
considered  or  enacted, it will be consistent with the continued implementation
of the NSP.

Other Asbestos Related Litigation
---------------------------------

As  previously  reported, Owens Corning believes that it has  spent  significant
amounts  to resolve claims of asbestos claimants whose injuries were  caused  or
contributed to by cigarette smoking.  The Company is pursuing litigation against
tobacco  companies  (discussed  below) to obtain  payment  of  monetary  damages
(including  punitive damages) for payments made by Owens Corning and  Fibreboard
to  asbestos claimants who developed smoking related diseases.  The  Company  is
also  pursuing  recovery  from  tobacco companies through  legislative  lobbying
efforts.

In  October  1998,  the Circuit Court for Jefferson County, Mississippi  granted
leave  to file an amended complaint in an existing action to add claims by Owens
Corning  against  seven  tobacco companies and several  other  tobacco  industry
defendants.  The court has set a February 2000 trial date for this  action.   In
addition to the Mississippi lawsuit, a lawsuit brought in December 1997 by Owens
Corning  and  Fibreboard is pending in the Superior Court  for  Alameda  County,
California against the same tobacco companies. In both cases, the Company  seeks
monetary  recovery for, among other things, a portion of the  payments  made  to
persons who brought asbestos claims and were also smokers.

Owens  Corning  has  reached  agreement settling in a  satisfactory  manner  its
lawsuits  pending in federal court against the owners and operators  of  certain
pulmonary function testing laboratories in the southeastern United States.

Insurance
---------

As  of  September  30,  1999, Owens Corning had approximately  $231  million  in
unexhausted  insurance coverage (net of deductibles and self-insured retentions)
under  its  liability insurance policies applicable to asbestos personal  injury
claims.   A  substantial portion of this amount represents unconfirmed potential
non-products  coverage with excess level insurance carriers, as to  which  Owens
Corning  has  estimated  its  probable  recoveries.   The  Company  also  has  a
significant  amount  of other unconfirmed potential non-products  coverage  with
excess  level  carriers.  The amount and timing of recoveries from excess  level
policies will depend on subsequent negotiations or proceedings.

                                     - 21 -

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

11.   CONTINGENT LIABILITIES

ITEM A. - OWENS CORNING (EXCLUDING FIBREBOARD) (continued)

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 initially through a charge to income in 1991, with an additional
$1.1  billion charge to income (before taking into account probable non-products
insurance   recoveries)  recorded  in  1996.  Reflecting  the  substantial   new
information about now settled present and expected future claims gained  in  the
NSP negotiations with plaintiffs' law firms, and the recent changes in the legal
environment  referred  to  above, the Company in  the  fourth  quarter  of  1998
increased  its asbestos reserves by $1.4 billion.  This resulted in an after-tax
charge  to 1998 earnings of $906 million. Subject to the variables and
uncertainties  referred to  below, Owens Corning estimates that its liabilities
associated with  pending and  unasserted  future  asbestos  personal  injury
claims  and  its  insurance recoveries in respect of such claims, at September
30, 1999, are as follows:


</TABLE>
<TABLE>
<S>                                            <C>               <C>
                                           September 30,    December  31,
                                               1999              1998
                                               ----              ----
                                               (In millions of dollars)
Reserve for asbestos litigation claims
--------------------------------------

Current                                   $  1,050          $     850
Other                                          958              1,780
                                          --------          ---------
Total Reserve                             $  2,008          $   2,630

Insurance for asbestos litigation claims
----------------------------------------

Current                                  $      25         $      150
Other                                          206                260
Total Insurance                          $     231         $      410
                                         ---------         ----------

Net Owens Corning Asbestos Liability     $   1,777         $    2,220
                                         =========         ==========
</TABLE>

The  NSP  has improved Owens Corning's ability to quantify the cost of resolving
virtually  all of the claims that were pending (filed and unfiled)  against  the
Company  prior to the NSP.  Nevertheless, the Company cautions that its estimate
of  its  liabilities for non-NSP and future NSP claims is influenced by numerous
variables that are difficult to predict and that such estimate therefore remains
subject  to considerable uncertainty.  Such variables include:  the severity  of
disease  (especially mesothelioma) involved in such claims; the number of
claims filed in the future;  how many  of  such claims are covered by an
NSP Agreement; the extent,  if any,  to which  an individual plaintiff
exercises his or her right to opt out of  an  NSP Agreement and/or utilize other
counsel that is not a participant in the NSP; the extent,  if  any,  to  which
counsel that are not bound  by  an  NSP  Agreement undertake  the
representation of asbestos personal  injury  plaintiffs  against Owens Corning;
the extent, if any, to which Owens Corning exercises its right to terminate  one
or more of the NSP Agreements due to excessive opt-outs  or  for other reasons;
and Owens Corning's success in controlling the costs of resolving claims outside
the NSP.

Owens  Corning  will  continue  to  review the  adequacy  of  its  estimates  of
liabilities and insurance on a periodic basis and make such adjustments  as  may
be appropriate.

                                     - 22 -

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

11.   CONTINGENT LIABILITIES

ITEM A. - OWENS CORNING (EXCLUDING FIBREBOARD) (continued)

Management Opinion
------------------

Although  any  opinion  is  necessarily judgmental  and  must  be  based  on  an
assessment of the variables and uncertainties described above, in the opinion of
management, while any additional uninsured and unreserved costs which may  arise
out  of  pending personal injury asbestos claims and additional similar asbestos
claims  filed  in  the future may be substantial over time, management  believes
that  such additional costs will not impair the ability of the Company  to  meet
its obligations, to reinvest in its businesses, or to pursue its growth agenda.

ITEM B. - FIBREBOARD (EXCLUDING OWENS CORNING)

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

National Settlement Program
---------------------------

Fibreboard  is  a  participant in the NSP and is a party to the  NSP  Agreements
discussed  in Item A.  These agreements settle claims that were pending  against
Fibreboard  and  claims  that could be filed against  Fibreboard  following  the
lifting  of  the injunction under the Global Settlement (discussed below).   The
NSP Agreements also provide for the resolution of other future asbestos personal
injury   claims   against  Fibreboard  through  the  administrative   processing
arrangement described in Item A.  The timing of payments for pending and  future
Fibreboard  claims  will  be consistent, generally, with  the  timing  of  Owens
Corning  payments, described in Item A. The NSP Agreements will become effective
as  to  Fibreboard at such time as the Global Settlement is finally  disapproved
and the Insurance Settlement (discussed below) becomes effective.

Global Settlement
-----------------

In  1993,  Fibreboard, its insurers and representatives of  a  class  of  future
asbestos  plaintiffs who had claims arising from exposure to asbestos  prior  to
August  27,  1993,  entered  into  the  Global  Settlement.   Under  the  Global
Settlement, asbestos claims pending against Fibreboard would have been  resolved
through a limited-fund class action settlement.

In  June  1999,  the  Supreme Court issued its decision in ORTIZ  V.  FIBREBOARD
overturning the Global Settlement.  The Supreme Court determined that the Global
Settlement had not met the requirements for approving a limited-fund class under
Federal Rule of Civil Procedure 23 and returned the case to the lower courts for
further  proceedings.  In the third quarter of 1999, the district  court  lifted
the  injunction  barring the filing of asbestos claims against Fibreboard.   The
district  court  has entered an order disapproving the Global  Settlement.   The
time to appeal this order will expire during the fourth quarter of 1999.  If  no
appeal is made, the Insurance Settlement will become effective at the expiration
of the appeal period.

Insurance Settlement
--------------------

In  1993,  Fibreboard  and  two  of its insurers, Continental  Casualty  Company
("Continental")  and  Pacific Indemnity Company ("Pacific"),  entered  into  the
Insurance  Settlement, which was structured as an alternative  solution  in  the
event  the Global Settlement were overturned.  The Insurance Settlement is final
and not subject to appeal.

                                     - 23 -

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

11.   CONTINGENT LIABILITIES

ITEM B. - FIBREBOARD (EXCLUDING OWENS CORNING) (continued)

Since  1993,  Continental and Pacific have paid, either directly or  through  an
escrow  account  funded by them, for substantially all settlements  of  asbestos
claims  reached  prior  to the initiation of the NSP.  At  September  30,  1999,
approximately  132,000  asbestos  claims remained  pending  against  Fibreboard.
Under   the   Insurance  Settlement,  Continental  and  Pacific   will   provide
approximately $1.9 billion to Fibreboard to fund Fibreboard's costs of resolving
these pending claims and expected future asbestos claims either under the NSP or
in  the tort system.

Management Opinion
------------------

The  Company  cautions  that  its  estimate  of  Fibreboard's  asbestos  related
liabilities  is  influenced by the same types of variables  and  is  subject  to
similar  uncertainty as in the case of Owens Corning.  Although any  opinion  is
necessarily  judgmental and must be based on an assessment of the variables  and
uncertainties described above, the Company believes the amounts available  under
the  Insurance Settlement will be adequate to fund Fibreboard's ongoing  defense
and  indemnity costs associated with asbestos-related personal injury claims for
the foreseeable future.

                                     - 24 -

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

(All per share information in Item 2 is on a diluted basis.)

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Management's  Discussion  and Analysis of Financial  Condition  and  Results  of
Operations contains forward-looking statements within the meaning of Section 27A
of  the  Securities Act of 1933, as amended, and Section 21E of  the  Securities
Exchange Act of 1934, as amended.  These forward-looking statements are  subject
to  risks and uncertainties that could cause actual results to differ materially
from those projected in the statements.  Some of the important factors that  may
influence  possible  differences are continued competitive factors  and  pricing
pressures,  construction  activity, interest rate  movements,  issues  involving
implementation  of  new  business systems, Year 2000 readiness,  achievement  of
expected cost reductions, asbestos litigation, and general economic conditions.

RESULTS OF OPERATIONS

Business Overview
------------------

The  Company's growth agenda has focused on increasing sales and earnings by (i)
acquiring  businesses  with  products that  can  be  sold  through  existing  or
complementary  distribution channels, (ii) achieving  productivity  improvements
and  cost reductions in existing and acquired businesses and (iii) entering  new
growth  markets. The Company is implementing two major initiatives,  the  System
Thinking  (TM) strategy and Advantage 2000, to enhance sales growth and  achieve
productivity improvements across all businesses.  System Thinking for  the  Home
(TM) leverages the Company's broad product offering and strong brand recognition
to  increase  its share of the building materials and home improvement  markets.
This  systems  approach  represents  a shift from  product-oriented  selling  to
providing  systems-driven  solutions  that  combine  the  Company's  insulation,
roofing,  exterior  and acoustic systems, to provide a high  performance,  cost-
effective  building  "envelope"  for  the  home.   In  the  Composite  Materials
business,  the  Company has partnered with the plastics industry and,  with  the
Company's  System Thinking philosophy, is taking a solution-oriented,  customer-
focused approach toward the continuous development of substitution opportunities
for  composite  materials.  In addition, the Company is  implementing  Advantage
2000, a fully integrated business technology system designed to reduce costs and
improve business processes.

The Company has grown its sales from nearly $3.4 billion in 1994 to $5.0 billion
in  1998.   Acquisitions  have  been a significant  component  of  that  growth.
Between  1994  and 1997, the Company completed 17 acquisitions for an  aggregate
purchase  price of over $1.2 billion.  The Company's acquisitions have broadened
its  lines  of business to include siding, accessories and other home  exteriors
and  have  diversified  its materials portfolio beyond fiber  glass  to  include
polymers  such as vinyl and styrene, and metal and stone.  In 1997, the  Company
completed  the  two  largest  of  these  acquisitions  by  acquiring  Fibreboard
Corporation  ("Fibreboard") and AmeriMark Building Products, Inc. ("AmeriMark"),
making Owens Corning the leader in the U.S. vinyl siding, siding accessories and
manufactured  stone markets, as well as a large specialty distributor  in  North
America through 180 Company-owned distribution centers.

                                     - 25 -

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

Despite  the  benefits  of its growth agenda, the Company experienced  a  highly
competitive pricing environment during 1997 and into 1998.  In order to  improve
its  strategic  position  and operational efficiency,  the  Company  implemented
several  profitability  and productivity initiatives,  including  the  strategic
restructuring  program, discussed below, which was begun  in  late  1997.   This
program,  along with the realignment of the Company's Exterior Systems business,
enabled  the  Company  to  benefit from cost reductions  of  approximately  $142
million  during  1998.  The specific objectives of this  strategic  program  are
discussed in "Restructuring of Operations and Other Actions" below and in Note 3
to the Consolidated Financial Statements.

During  1998,  the  pricing environment applicable to several of  the  Company's
major  products, particularly residential insulation, began to improve.  By  the
end of 1998, the Company's average price levels of insulation products surpassed
the  year-end  1997  levels.   Despite the successful  implementation  of  price
increases  during  1998,  including the restoration  of  residential  insulation
prices  to  their  late  1996  levels, income from operations  during  1998  was
adversely  impacted by approximately $44 million, compared to 1997, due  largely
to  the  relatively low insulation pricing base in effect at  the  beginning  of
1998, the lag in fully realizing the 1998 price increases as the Company honored
the remainder of pre-existing pricing contracts, and price declines attributable
to vinyl siding products.

The  cost  reductions and significant pricing improvements achieved during  1998
have continued into the first nine months of 1999.  During the second quarter of
1999,  the Company announced price increases applicable to certain of its  vinyl
siding,  residential insulation, and composites products, all  of  which  became
effective July, 1999.

Quarter and Nine Months Ended September 30, 1999
------------------------------------------------

Sales and Profitability
-----------------------

Net  sales  for  the  quarter ended September 30, 1999 were $1.333  billion,  up
slightly  from  the  third  quarter 1998 level of  $1.324  billion.   The  sales
increase  reflects  continued strength in the North American Building  Materials
business;  higher volume, offset partially by price weakness, in  the  Composite
Materials  business;  and the transfer of the Company's  yarns  business  to  an
unconsolidated  joint venture at the end of the third quarter  of  1998.   On  a
comparative  basis, excluding the yarns and other divested businesses  in  1998,
sales  during  the  third quarter of 1999 were up 6% from the third  quarter  of
1998.   The  impact of currency translation on sales in foreign  currencies  was
slightly  unfavorable during the third quarter of 1999, compared  to  the  third
quarter of 1998, reflecting a stronger U.S. dollar during 1999.  Please see Note
1 to the Consolidated Financial Statements.

In  the  Building  Materials business, sales during the third  quarter  of  1999
reflect the continued strength in the U.S. roofing and insulation markets.   The
Company  continues  to benefit from improved pricing of many  of  its  products,
particularly residential insulation.  Please see "Building Materials" below  for
further discussion of these matters.

In  the  Composites  business,  sales reflect a reduction  attributable  to  the
transfer of the Company's yarns business indicated above.  Composites sales also
reflect volume increases in the U.S. and Europe, offset partially by the  impact
of  pricing  pressure, particularly in Europe.  Please see "Composite Materials"
below for further discussion of these matters.


                                     - 26 -

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

Sales  outside the U.S. represented 17% of total sales during the third  quarter
of 1999, compared to 18% during the third quarter of 1998.  The relative decline
in  non-U.S.  sales  is  due to the 1999 sales increases  attributable  to  U.S.
roofing and insulation products.  Gross margin in the third quarter of 1999  was
26%  of  net sales, compared to 20% in the third quarter of 1998.  Gross  margin
for  the third quarter of 1998 included a charge of $60 million, or 4% of sales,
for  costs  associated with the Company's strategic restructuring program.   The
increase in gross margin also reflects price increases applicable to several  of
the  Company's  products  and the incremental benefits of  the  cost  reductions
resulting from the Company's strategic restructuring program.

For the quarter ended September 30, 1999, the Company reported net income of $89
million, or $1.53 per share, compared to net income of $96 million, or $1.66 per
share,  for  the  quarter ended September 30, 1998.  Net  income  in  the  third
quarter  of 1999 reflects the increase in gross margin, attributable to  pricing
improvements,  particularly  in U.S. residential  insulation  markets,  and  the
incremental  benefits of the cost-saving programs implemented  throughout  1998.
Net income in the third quarter of  1999 also  reflects a one-time tax credit of
approximately $9 million for  a  special tax election associated with the
Company's U.K. operations.

Net  income  in the third quarter of 1998 included a $148 million  charge  ($108
million  after-tax) for restructure and other costs, a $292 million  gain  ($174
million  after-tax) from the sale of the Company's yarns and  other  businesses,
and  a  $39  million after-tax extraordinary loss from the early  retirement  of
debt.   The  increase in marketing and administrative expenses during the  third
quarter  of 1999, compared to the third quarter of 1998, largely reflects  costs
associated  with marketing and growth programs.  Cost of borrowed  funds  during
the  third  quarter of 1999 was $40 million, $3 million higher  than  the  third
quarter  1998  level, reflecting higher average interest rates on floating  rate
debt.   Equity in net income of affiliates during 1999 compared to 1998 reflects
unfavorable  results from the Company's yarns joint venture.  The  reduction  in
minority  interest expense reflects the Company's third quarter 1998  repurchase
of  its  Trust Preferred Hybrid Securities.  Please see also Liquidity,  Capital
Resources and Other Related Matters below.

Net  sales for the nine months ended September 30, 1999 were $3.773 billion,  up
slightly from the $3.747 billion reported for the first nine months of 1998.  On
a  comparative basis, excluding the yarns and other divested businesses in 1998,
sales  for the first nine months of 1999 were up 7% from the prior year  period,
largely  reflecting the strength in North American Building Materials  discussed
above.

Net  income  for the nine months ended September 30, 1999 was $209  million,  or
$3.62  per  share, up from $163 million, or $2.87 per share, for the first  nine
months  of  1998.   The  increase reflects the benefits of  the  cost  reduction
programs,  volume  and price increases attributable to North  American  Building
Materials,  and  volume  increases attributable to North American  and  European
composites products.  Included in net income for the nine months ended September
30,  1998  are  the  third quarter 1998 items mentioned above  as  well  as  the
following  items  from the first quarter of 1998:  a $95 million  pretax  charge
($63  million  after-tax) for the Company's restructuring  program  and  an  $84
million  pretax gain ($52 million after-tax) from the sale of the Company's  50%
ownership  interest in Alpha/Owens-Corning. Please see Notes  3  and  4  to  the
Consolidated Financial Statements.

                                     - 27 -

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

Restructuring of Operations and Other Actions
---------------------------------------------

Please see also Note 3 to the Consolidated Financial Statements.

During the first and third quarters of 1998, the Company recorded a total pretax
charge  of  $243  million for restructuring and other actions  as  part  of  the
Company's   strategic   restructuring  program  to  reduce   overhead,   enhance
manufacturing  productivity,  and  close  manufacturing  facilities,  which  was
announced  in  early 1998.  This charge included $117 million for  restructuring
and  $126  million for other actions in 1998, the majority of which  represented
asset impairments.  On a cumulative basis since the fourth quarter of 1997,  the
Company has recorded a total pretax charge of $386 million for this program,  of
which  $185  million represented restructure costs and $201 million  represented
other actions.

The $117 million restructuring charge in 1998 included approximately $90 million
for  costs  associated  with  the elimination of approximately  1,900  positions
worldwide  and  $27 million for the divestiture of non-strategic businesses  and
facilities. The $27 million cost is composed of $12 million for the  closure  of
certain  U.S.  manufacturing facilities, $6 million for the closure  of  a  pipe
manufacturing facility in China, and $9 million for other actions, and  reflects
a  total  of $3 million of exit cost liabilities, comprised primarily  of  lease
commitments.

The  primary components of the $126 million charge for other actions in 1998 and
their classification on the Company's consolidated statement of income included:
$30  million to write down to fair value certain manufacturing assets  held  for
use  in  China,  due primarily to poor current and projected financial  results,
recorded  as  cost  of sales; $15 million to write down to net realizable  value
equipment  and inventory made obsolete by changes in the Company's manufacturing
and  marketing strategies, recorded as cost of sales; $17 million for the write-
down  of an investment in and the write-off of a receivable from a joint venture
in  Korea to reflect the business outlook at that time and the fair market value
of  the assets, recorded as other operating expenses; $12 million for the write-
down  of goodwill associated with the 1995 acquisition of Fiber-lite, determined
to  be  unrecoverable due to a change in market conditions and customer  demand,
recorded  as  other  operating expenses; and $9 million for  the  write-down  of
certain assets in the U.S. to fair market value, recorded as cost of sales.  The
Company  plans  to  hold and use the investments but disposed  of  most  of  the
equipment  in 1998.  Also included in the $126 million charge for other  actions
were  $13 million for the write-off of certain receivables in the U.S. and  Asia
determined  to  be uncollectable, recorded as cost of sales and other  operating
expenses; and $30 million for other actions recorded as cost of sales, marketing
and administrative expenses, and other operating expenses.

As  indicated  above,  certain  of the charges recorded  during  1998  represent
valuation   adjustments   associated  with  asset  impairments.    The   Company
continually  evaluates  whether  events and  circumstances  have  occurred  that
indicate  that the carrying amount of certain long-lived assets is  recoverable.
When  factors indicate that a long-lived asset should be evaluated for  possible
impairment, the Company uses an estimate of the expected undiscounted cash flows
to  be  generated  by  the  asset to determine whether the  carrying  amount  is
recoverable  or  if  an  impairment exists.   When  it  is  determined  that  an
impairment exists, the Company uses the fair market value of the asset,  usually
measured by the discounted cash flows to be generated by the asset, to determine
the amount of the impairment to be recorded in the financial statements.

                                     - 28 -

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

As  a  result  of  the strategic restructuring program, the Company  realized  a
decrease  in manufacturing and operating expenses of approximately $110  million
during 1998.  The Company is on track to achieve total annual pretax savings  of
approximately $175 million in 1999 from this program.  The expected $175 million
in  cost reductions, the majority of which will be cash savings, is comprised of
$150  million in reduced personnel costs, $14 million in reduced facility costs,
and $11 million of reductions in related program spending.  The Company has also
realized  additional cost savings during 1999 resulting from improved  logistics
and materials sourcing.

The  Company also implemented programs to gain synergies in its Exterior Systems
Business  during  1998.  As a result of these programs, which  included  closing
redundant  facilities,  integrating business systems, and  improving  purchasing
leverage, the Company reduced costs by approximately $32 million during 1998 and
is  on  track to save an additional $18 million in 1999, the majority  of  which
will be cash savings.

Building Materials
------------------

In  the  Building Materials segment, sales increased 4% in the third quarter  of
1999, compared to the third quarter of 1998, largely reflecting volume and price
improvements  attributable  to  U.S.  residential  insulation  products.   Price
improvements  in the Company's North American roofing and vinyl  siding  markets
during  the  third  quarter  of 1999 were offset by  volume  declines  in  those
markets.  Insulation volumes in the fourth quarter are expected to be flat to
slightly down compared to fourth quarter 1998.  The impact of sales denominated
in foreign currencies  was  slightly unfavorable during the third quarter of
1999, compared to the third  quarter  of 1998, reflecting a stronger U.S. dollar
during 1999.

Income  from  operations  was $145 million during the  third  quarter  of  1999,
compared  to  $107  million  during the third  quarter  of  1998.   Income  from
operations  in  1999  reflects incremental cost reductions  resulting  from  the
strategic restructuring program, as well as price increases in the U.S. roofing,
residential  insulation, and vinyl siding markets.  While price strength should
continue into the fourth quarter, any benefits are likely to be adversely
impacted by higher raw material and other costs as well as lower volumes.  The
Company expects business conditions in Europe to remain highly competitive
during the fourth quarter of 1999.  Please see  Note  1  to  the Consolidated
Financial Statements.

Composite Materials
-------------------

In the Composite Materials segment, sales were down 13% during the third quarter
of  1999,  compared to the third quarter of 1998, due largely to the disposition
(discussed below) of 51% of the Company's yarns and specialty materials business
(the  "yarns  business") late in the third quarter of 1998.   Adjusted  for  the
impact of this disposition, sales were up 10% during the third quarter of  1999,
compared to 1998, due to volume increases in the U.S., driven by strong  roofing
mat  sales,  and  in  Europe, particularly in reinforcements.   The  translation
impact  of  sales  denominated in foreign currencies  was  slightly  unfavorable
during the third quarter of 1999, reflecting a stronger U.S. dollar during 1999.
Income from operations was $39 million in the third quarter of 1999, compared to
$44  million  in  the prior-year period.  Approximately one third  of  the  1998
income was attributable to the yarns business.  Adjusted for the disposition  of
the  yarns  business,  income from operations increased 30%  compared  to  1998,
reflecting  productivity improvements and the volume increases in the  U.S.  and
European   markets  indicated  above,  offset  partially  by  pricing  weakness,
particularly  in  Europe.  The Company expects business conditions in Europe to
remain highly competitive during the fourth quarter of 1999.  Please  see
Note 1  to  the  Consolidated  Financial Statements.

                                     - 29 -

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

During  the  third quarter of 1998, the Company formed a joint venture  for  its
yarns  business  to  which it contributed two manufacturing plants  and  certain
proprietary  technology.   On  September 30, 1998,  the  Company  completed  the
disposition of 51% of the yarns business to a U.S. subsidiary of Groupe  Porcher
Industries  of  Badinieres, France for $340 million.  The Company  continues  to
have  a  49% ownership interest in the joint venture.  Upon closing, the Company
also  received  a  distribution of approximately $193  million  from  the  joint
venture.   By  retaining  a 49% ownership interest in  the  joint  venture,  the
Company will continue to safeguard its proprietary technology and participate in
the yarns market.  Please see Note 4 to the Consolidated Financial Statements.

The  results of operations of the yarns business were reflected in the Company's
consolidated statement of income through the period ending September  30,  1998.
For  the nine months ended September 30, 1998, the yarns business recorded sales
of  approximately  $205 million and income from operations of approximately  $57
million.   Effective September 30, 1998, the Company accounts for its  ownership
interest in the yarns joint venture under the equity method.

Accounting Changes
------------------

In  June  1998,  the  Financial Accounting Standards Board issued  Statement  of
Financial  Accounting Standards No. 133, "Accounting for Derivative  Instruments
and  Hedging  Activities" (SFAS 133). This statement establishes accounting  and
reporting  standards  requiring  that  every  derivative  instrument  (including
certain derivative instruments embedded in other contracts) be recorded  in  the
balance sheet as either an asset or liability measured at its fair value.   SFAS
133 requires that changes in the derivative's fair value be recognized currently
in  earnings  unless  specific  hedge  accounting  criteria  are  met.   Special
accounting  for  qualifying hedges allows a derivative's  gains  and  losses  to
offset  related results on the hedged item in the income statement, and requires
that  a  company must formally document, designate, and assess the effectiveness
of transactions that receive hedge accounting.  SFAS 133 is effective for fiscal
years beginning after June 15, 2000, but earlier adoption is allowed.

The  Company is assessing the impact of SFAS 133 on its financial statements and
plans  to  adopt this accounting change effective January 1, 2001.  The  Company
has  substantially  completed  an  inventory of  its  freestanding  derivatives,
including forward contracts, option contracts, currency swaps and interest  rate
swaps, and has begun an inventory of derivatives which may be embedded in  other
contracts.   The  Company  plans to complete these  inventories,  determine  the
financial impact of adoption, evaluate existing risk management activities,  and
perform  an  information systems assessment by the end of the second quarter  of
2000.   The  Company  will review its risk management policies  and  modify  its
business processes as needed in order to comply with SFAS 133 and to temper  the
volatility in earnings and other comprehensive income.

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Cash  flow from operations was $139 million for the quarter ended September  30,
1999,  the same as the quarter ended September 30, 1998.  Compared to the  third
quarter  of  1998,  cash flow from operations in 1999 reflects  an  increase  in
payments  for  asbestos  litigation claims,  net  of  insurance,  and  increased
inventory  levels,  offset by reduced spending for the  Company's  restructuring
program.   The increase in payments for asbestos litigation claims reflects  the
Company's implementation of the National Settlement Program (NSP) in the  fourth
quarter of 1998.
                                     - 30 -

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

During  the third quarter of 1999, payments for asbestos litigation claims  were
$252  million  and proceeds from insurance were $147 million,  compared  to  $70
million and $24 million, respectively, during the third quarter of 1998.  Please
see Notes 8 and 11 to the Consolidated Financial Statements.

Inventories at September 30, 1999 were $532 million, an increase of $95  million
from  the  December  31,  1998  level, due largely  to  the  seasonal  build  of
inventories.   While  demand for Building Materials  products  and  systems  was
strong during the third quarter of 1999 and continued to be brisk at the end  of
the  quarter, the Company had not yet seen the seasonal up-tick normal for  that
time  of  year.   Receivables at September 30, 1999 were $584  million,  a  $133
million  increase over the December 31, 1998 level, attributable to the seasonal
pattern  of  business  activity.  The decrease in accounts payable  and  accrued
liabilities from $942 million at December 31, 1998 to $784 million at  September
30,  1999 reflects typical payment patterns as well as spending associated  with
the Company's restructure liabilities during the first nine months of the year.

At  September  30,  1999, the Company's net working capital  was  negative  $489
million  and  its current ratio was .76, compared to negative $354  million  and
 .81,  respectively,  at December 31, 1998 and positive $735  million  and  1.58,
respectively,  at September 30, 1998.  A $700 million increase  in  the  current
portion of the reserve for asbestos litigation claims, net of insurance, due  to
the  implementation  of  the  Company's National Settlement  Program,  partially
offset  by  the related income tax benefit, contributed to the decrease  in  net
working  capital at September 30, 1999 compared to September 30, 1998.   Another
factor contributing to the decrease was the Company's unusually high cash  level
of  $540 million at September 30, 1998, reflecting the disposition on that  date
of  51% of the Company's yarns business (discussed above).  The proceeds of this
disposition  were used to reduce borrowings under the Company's  long-term  bank
credit facility in the fourth quarter of 1998.

The  Company's total borrowings at September 30, 1999 were $2.181 billion,  $555
million  higher  than at year-end 1998.  The increase reflects typical  seasonal
cash  usage  by the Company to build inventory and other working capital  during
the  first  nine  months  of the year, and compares to a $545  million  increase
during  the  same  period  in 1998.  This increase also reflects  the  increased
payments for asbestos litigation claims, net of insurance, during 1999 under the
NSP.

As  of  September  30, 1999, the Company had unused lines of  credit  of  $1.120
billion available under long-term bank credit facilities and an additional  $116
million  under  short-term  facilities, compared  to  $1.307  billion  and  $124
million, respectively, at year-end 1998.  The decrease in unused available lines
of  credit  reflects  the Company's increased borrowings at September  30,  1999
compared  to  December 31, 1998.  During the first quarter of 1999, the  Company
issued  $250  million of debt securities, the proceeds of  which  were  used  to
reduce  borrowings under the long-term bank credit facility.  Letters of  credit
issued  under the facility also reduce the available credit. The impact of  such
reduction  is  reflected in the unused lines of credit discussed above.   Please
see Note 5 to the Consolidated Financial Statements.

During  1998,  the  Company implemented a debt realignment program  intended  to
reduce financing costs.  This program, which extended the average length of term
debt  from  four years to ten years, included the issuance of a  total  of  $950
million in new debt securities, the repurchase of the Company's $309 million  of
Trust  Preferred Hybrid Securities and the retirement of $361 million of higher-
rate debt securities.
                                     - 31 -

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

Capital spending for property, plant and equipment, excluding acquisitions,  was
$39  million  in the third quarter of 1999.  The Company anticipates  that  1999
capital spending, exclusive of acquisitions and investments in affiliates,  will
be  approximately $220 million, most of which has been expended or is committed.
The  Company  expects  that  funding for these expenditures  will  be  from  the
Company's operations and external sources as required.

Asbestos Litigation
-------------------

Owens  Corning  has implemented the NSP, which, as of September  30,  1999,  has
settled  approximately  232,000 asbestos personal injury  claims  against  Owens
Corning.   The  NSP  has  also established procedures  and  fixed  payments  for
resolving  future claims brought by participating plaintiffs' law firms  without
litigation through at least 2008.

Payments under the NSP for settled present claims will generally be made through
2002,  with  the majority of payments expected to occur in 1999 and 2000.  As  a
result  of  such payments, the Company's gross payments for asbestos  litigation
claims  will  increase  in 1999 and 2000 over the levels experienced  in  recent
years.   It is anticipated that payments for a limited number of future "exigent
claims"  (principally  those of living malignancy claimants,  as  such  term  is
defined  under the NSP Agreements) will generally begin in 2001.   Payments  for
other  qualifying  future claims will begin in 2003, and will  be  made  on  the
following schedule, based on when such claims are accepted by Owens Corning  for
payment:

<TABLE>
<S>                                           <C>
        Date Accepted for Payment             Year in which Claim Will be Paid
        -------------------------             --------------------------------
  January 1, 1999 through June 30, 2000            2003
  July 1, 2000 through December  31, 2001          2004
  January 1, 2002 through June 30, 2003            2005
  July 1, 2003 through December  31, 2004          2006
  January 1, 2005 through June 30, 2006            2007
  July 1, 2006 or later                            60 days to one year after
                                                         acceptance
</TABLE>

If, in any calendar year after 2002, the payment of any amounts under the NSP in
respect  of  future  claims  might  cause a default  under  the  Company's  then
prevailing  loan covenants, the Company will have the right to defer payment  of
such  amounts  until  February 15 of the following  year.  Commencing  in  2003,
subject  to  the  variables  and uncertainties discussed in Note 11 to the
Consolidated Financial Statements,  Owens  Corning expects that its
payments for such amounts will not exceed $150  million  per year.  Additional
settlement payments will be made by Fibreboard.   Please  see Note 11 to the
Consolidated Financial Statements.

Gross  payments for asbestos litigation claims during the third quarter of  1999
by  Owens Corning (excluding Fibreboard), including payments for claims  settled
in  prior  years, were $252 million.  Proceeds from insurance were $147 million,
resulting  in a net pretax cash outflow of $105 million ($68 million after-tax).
Over  the next twelve months, the total payments for asbestos litigation  claims
by  Owens Corning (excluding Fibreboard) are expected to be approximately $1,050
million.  Proceeds from insurance of $25 million are expected to be available to
cover  these  costs, resulting in a net pretax cash outflow  of  $1,025  million
($665 million after tax).

Gross  payments  for  asbestos litigation claims against Fibreboard  during  the
first nine months of 1999 were approximately $85 million, all of which were paid
directly  by  Fibreboard's  insurers or from an escrow  account  funded  by  its
insurers to claimants on Fibreboard's behalf.  Fibreboard is a party to the  NSP
Agreements  and  anticipates that a substantial majority of its asbestos  claims
will  be resolved under the NSP.  In June 1999, the United States Supreme  Court
overturned  a  limited-fund  class action settlement  of  Fibreboard's  asbestos
claims.
                                     - 32 -

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

As  a  result,  Fibreboard  is  expected to  become  entitled  to  an  Insurance
Settlement  of  approximately  $1.9 billion, which  will  be  available  to  pay
Fibreboard's pending and future asbestos claims, including claims under the NSP.
Please see Notes 8 and 11 to the Consolidated Financial Statements.

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

Environmental Matters
---------------------

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.  In other instances, other PRPs have brought suits or claims against
the  Company as a PRP for contribution under such federal, state or local  laws.
During  the third quarter of 1999, the Company was designated as a PRP  in  such
federal,  state,  local  or  private proceedings for  2  additional  sites.   At
September  30, 1999, a total of 45 such PRP designations remained unresolved  by
the  Company.  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 $28 million reserve 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  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.  In June 1999,
the  EPA  issued regulations for wool fiber glass and mineral wool. The  Company
anticipates that its other sources to be regulated will be amino/phenolic resin,
secondary  aluminum smelting, wet formed fiber glass mat, asphalt processing
and roofing,  metal  coil coating, and open molded fiber-reinforced  plastics.
The EPA's   currently   announced   schedule  is  to  issue   regulations
covering amino/phenolic  resin and secondary aluminum smelting in 1999;  and
wet  formed fiber  glass mat, asphalt processing and roofing, metal coil
coating and  fiber-reinforced  plastics in 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.

Year 2000 Readiness
-------------------

This information should be considered a Year 2000 Readiness Disclosure.

Background
----------

Some of the Company's existing information technology ("IT") systems and control
systems  containing  embedded  technology such as  processors,  controllers  and
microchips  ("Non-IT") were originally programmed using two digits  rather  than
four  digits to define the applicable year.  As a result, such systems,  if  not
remediated,  may  experience  miscalculations  or  disruptions  when  processing
information  containing dates that fall after December 31, 1999 or  other  dates
that could cause computer malfunctions (the "Year 2000 Issue").

                                     - 33 -

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

The Company's State of Readiness
--------------------------------

In recognition of the significance of the Year 2000 Issue, the Company formed  a
senior   management  team  representing  business  units  and  business  process
functions   including  information  technology,  sourcing,  customer  relations,
logistics,  facilities, and legal.  This team oversees the Company's efforts  to
assess  and  resolve the Year 2000 Issue.  In addition, the Company's individual
organizational  units  have developed, and are implementing,  Year  2000  plans.
These  plans include assessments of all of the Company's IT and Non-IT  systems,
and  an  evaluation of the external environment to identify significant exposure
areas   and   to  develop  appropriate  remediation  or  other  risk  management
approaches.  The Company has also developed business continuity  plans  to  help
assure  that  all  of its operations are prepared in the case of  an  unexpected
system,  supplier  or  customer  failure.   During  the  third  quarter,  plant,
business,  and  corporate leadership took part in a formal review  and  approval
process  that was designed to determine whether each business unit  and  process
area  has  completed its Year 2000 readiness efforts with regards to  inventory,
remediation, testing, asset configuration management, contingency planning,  and
"Day Zero" planning.  With the exceptions noted throughout the remainder of this
Year 2000 discussion, all of which are not individually or collectively material
to overall Company operations, each business unit and process area has completed
its Year 2000 readiness efforts.

IT Systems
----------

The  Company  has  been actively implementing new systems and  technology  on  a
worldwide  basis  since 1995 as part of its Advantage 2000  program  to  improve
productivity and operational efficiency.  One objective of this initiative is to
help  ensure  all business transactions are supporting requirements  to  process
data accurately in the year 2000 and beyond.  The scope of this program has been
continuously expanded to include each of the seventeen acquisitions made by  the
Company during the past five years.

To  date 100% of the Company's IT systems have been remediated, tested and  made
operational.   This  has  been accomplished in part  through  the  comprehensive
implementation  of  enterprise resource planning software  across  most  of  the
Company's business units. Deployments of these systems, which began in May, have
been  completed  at 97% of the Company's operations.  The remaining  deployments
will be completed by November 30, 1999.  Development of all significant business
continuity plans is complete.

Non-IT Systems
--------------

The  Company  completed  an inventory and assessment of Non-IT  systems  in  its
operating facilities during the first quarter, 1999.  Those Non-IT systems  that
may  fail as a result of the Year 2000 Issue have been identified and corrective
actions such as replacement, update, or installation of vendor supplied upgrades
are  substantially complete.  Concurrent with this renovation process and  on  a
continuing  basis  as  part of asset configuration management,  the  Company  is
continuing  the  testing of Year 2000 corrections to ensure that Non-IT  systems
will  function  properly  on  key dates.  This is  in  accordance  with  testing
methodologies  that  management  believes  are  reasonable  and  reflective   of
practices  employed  by  comparable companies.   Remediation,  replacement,  and
updating of Non-IT systems has been managed within each business unit.

                                     - 34 -

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

In accordance with the process outlined above, over fourteen hundred systems for
the  Building  Materials  business and over nineteen  hundred  systems  for  the
Composite  Materials business have been identified, remediated, and tested.   Of
these,  over 99% are now Year 2000 ready and have been deployed.   The remaining
items,  at  4  sites,  are on schedule to be completed  by  November  30,  1999.
Management continues to monitor the progress of deployment to ensure the  timely
completion  of  each  project.   Continuity plans addressing  critical  business
processes have been developed and integrated across the Company.

External Environment
--------------------

The Company is working with its suppliers and customers to assess their level of
Year  2000  readiness.  This process includes both the receipt  of  confirmation
documents as well as selective on-site visits. The critical suppliers have  been
identified,  confirmations have been received, and planned on-site  visits  were
complete in the second quarter of 1999. At the end of the third quarter of 1999,
substantially  all  of the critical suppliers have been assessed  as  Year  2000
ready.   The  remaining  suppliers are not single source  suppliers  nor  deemed
critical   for   production.   During  the  process,  where  deemed   necessary,
alternative  suppliers were identified and confirmed as  year  2000  ready.  The
Company  does  not  plan to build additional inventories at this  time  and  has
confirmed   with  suppliers  their  commitment  to  servicing  existing   supply
agreements. Procedures are in place to monitor supplier progress through the end
of the year.

Continuity  plans  have been developed for critical customers and  suppliers  to
address  the  Company's ability to continue to function in  the  event  that  an
external  Year 2000 issue prevents any such customer or supplier from performing
its obligations to the Company.

Business Continuity Planning
----------------------------

Despite  its  significant efforts, the Company understands that disruptions  may
occur  due  to circumstances beyond its control.  As a result, the  Company  has
identified  its critical business processes and has assessed the  likelihood  of
various  Year  2000 failure scenarios.  In order to minimize the  effect  of  an
external disruption on business operations, business continuity plans have  been
developed  and  integrated  across the Company.   In  many  instances,  existing
business  continuity plans were modified and enhanced to reflect unique  aspects
of the Year 2000 issue.

Since a significant number of the Company's facilities will be operating as  the
world enters the millennium, the Company has prepared for an integrated response
on  "Day Zero".  This response covers the time period from late December through
early  January  and includes positioning key personnel at sites  worldwide,  and
using several layers of backup communications systems to relay status, problems,
and  other  events.  Business units will be polling their sites for information,
and  the Communication Center will be monitoring events at these sites, as  well
as  those  reported  through media channels, to help  the  Company  protect  its
people,  assets, and customer service capabilities.  The Company  has  developed
integrated Day Zero plans to manage these efforts.

Estimated Costs
---------------

The   cumulative  cost  to  the  Company  of  systems  replacement,  Year   2000
remediation,  and  regular update from 1995 through 1999 has been  approximately
$160 million, including technology, design and development, and related training
and deployment in business locations.

                                     - 35 -

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

Risks
-----

If needed modifications and upgrades of systems are not made on a timely basis
by the Company or its materially significant suppliers, the Company could
experience significant disruptions to one or more of its operations, financial
loss, legal liability and similar risks, any of which could have a material
adverse effect on the Company's results of operations or financial position.
The Company believes that the most reasonably likely worst case scenario would
be a short-term slowdown or cessation of manufacturing operations at one or more
of the Company's facilities and a short-term inability on the part of the
Company to process orders and billings in a timely manner, and to deliver
product to customers.  In view of the Company's Year 2000 readiness program,
including continuity plans, the Company believes that significant disruptions
are unlikely and that any disruptions would be both short-term and manageable.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Company  is  exposed to the impact of changes in foreign currency  exchange
rates  and interest rates in the normal course of business.  The Company manages
such  exposures  through the use of certain financial and  derivative  financial
instruments.   The  Company's  objective with these  instruments  is  to  reduce
exposure  to fluctuations in earnings and cash flows associated with changes  in
foreign currency exchange rates and interest rates.

The  Company enters into various forward contracts and options, which change  in
value as foreign currency exchange rates change, to preserve the carrying amount
of  foreign  currency-denominated assets, liabilities, commitments, and  certain
anticipated foreign currency transactions and earnings.

The Company also enters into certain currency and interest rate swaps to protect
the carrying amount of its investments in certain foreign subsidiaries, to hedge
the  principal and interest payments of certain debt instruments, and to  manage
its exposure to fixed versus floating interest rates.

The  Company's  policy is to use foreign currency and interest  rate  derivative
financial  instruments  only  to the extent necessary  to  manage  exposures  as
described  above.  The Company does not enter into foreign currency or  interest
rate derivative transactions for speculative purposes.

The Company uses a variance-covariance Value at Risk (VAR) computation model  to
estimate  the  potential  loss in the fair value of its interest  rate-sensitive
financial  instruments and its foreign currency-sensitive financial instruments.
The  VAR model uses historical foreign exchange rates and interest rates  as  an
estimate of the volatility and correlation of these rates in future periods.  It
estimates a loss in fair market value using statistical modeling techniques.

The amounts presented below represent the maximum potential one-day loss in fair
value  that  the  Company would expect from adverse changes in foreign  currency
exchange rates or interest rates assuming a 95% confidence level:

                                     - 36 -

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                 (continued)
<TABLE>
<S>                                <C>                <C>
                                 September 30,      December 31,
      Risk Category                 1999                1998
      -------------                 ----                ----
                                   (In millions of dollars)

      Foreign currency               $2               $1
      Interest rate                  $9               $8
</TABLE>

Virtually all of the potential loss associated with interest rate risk is
attributable to fixed-rate long-term debt instruments.

                                     - 37 -

                           PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

See  Note  11,  Contingent Liabilities, to the Company's Consolidated  Financial
Statements above, which is incorporated here by reference.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(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 September 30, 1999.

(b)   None  of  the  rights evidenced by any class of the  Company's  registered
      securities was materially limited or qualified in the quarter ended
      September 30, 1999 by the issuance or modification of any other class
      of securities.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

(a)   During the quarter ended September 30, 1999, 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 September 30, 1999, 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

No  matter was submitted to a vote of security holders during the quarter
ended September 30, 1999.


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.

     The  Company did not file any reports on Form 8-K during the quarter
     ended September 30, 1999.

                                     - 38 -

                                   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:  November 15, 1999             By:      /s/     J. Thurston  Roach
                                     J. Thurston Roach
                                     Senior Vice President and
                                     Chief Financial Officer
                                     (as duly authorized officer)



Date:  November 15, 1999             By:     /s/     Steven J. Strobel
                                     Steven J. Strobel
                                     Vice President and Controller


                                     - 39 -

                                  EXHIBIT INDEX

Exhibit
Number        Document Description
-------       --------------------

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

               LLC  Interest Sale and Purchase Agreement, dated
               as of  July  31, 1998, among Owens  Corning, Advanced
               Glassfiber Yarns LLC and Glass  Holdings Corp. (incorporated
               herein by reference to Exhibit 2 to the Company's current
               report on Form 8-K (File No. 1-3660), filed October 14, 1998).

               Amendment No. 1 to LLC Interest Sale and Purchase Agreement dated
               as of September 30, 1998 (incorporated herein by reference to
               Exhibit 2 to the Company's current report on Form 8-K (File No.
               1-3660), filed October 14, 1998).

(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 the year 1995).

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

(27)          Financial Data Schedule (filed herewith).