SECURITIES AND EXCHANGE COMMISSION
                              
                              
                  Washington, D. C.  20549
                              
                                 
                          FORM 10-Q/A
                        Amendment No. 2

                                  
                              
      Quarterly Report Pursuant to Section 13 or 15(d)
           of the Securities Exchange Act of 1934
                              
                              
            For the Quarter Ended March 31, 1996
                              
                              
                 Commission File No. 1-3660
                              
                              
                        Owens Corning
                              
                              
           Fiberglas Tower, Toledo, Ohio  43659
                              
                              
                Telephone No. (419) 248-8000
                              
                              
                   A Delaware Corporation
                              
                              
        I.R.S. Employer Identification No. 34-4323452



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

                              
                 Yes [ X ]         No [   ]
                              

      Shares of common stock, par value $.10 per share,
                outstanding at April 30, 1996
                              
                         51,533,673

   
Owens Corning's Form 10-Q for the quarter ended March 31, 1996, filed
on May 15, 1996 as amended by Form 10-Q/A filed on May 21, 1996, is
hereby further amended by amending Item 1 "Financial Statements" and 
Item 2 "Management's Discussion and Analysis of Financial Condition
and Results of Operations" of Part I, to read as set forth below:
    
                              
                              
                              
<PAGE>                             
                              -2-
                              
               PART 1.  FINANCIAL INFORMATION
                              
ITEM 1.  FINANCIAL STATEMENTS

               OWENS CORNING AND SUBSIDIARIES
                              
              CONSOLIDATED STATEMENT OF INCOME
                              
<TABLE>
<S>                                     <C>        <C>
                                            Quarter Ended
                                              March  31,
                                           1996       1995
                                       (In millions of dollars,
                                          except share data)

NET SALES                                $   849   $   844

COST OF SALES                                631       630

  Gross margin                               218       214

OPERATING EXPENSES

  Marketing and administrative expenses      128       113
  Science and technology expenses             21        18
  Other                                       (3)       11

     Total operating expenses                146       142

INCOME FROM OPERATIONS                        72        72

Cost of borrowed funds                        18        26

INCOME BEFORE PROVISION FOR
  INCOME TAXES                                54        46

Provision for income taxes (Note 3)           16        16

INCOME BEFORE EQUITY IN NET
  INCOME OF AFFILIATES                        38        30

Equity in net income of affiliates             1         3

NET INCOME                               $    39   $    33


NET INCOME PER COMMON SHARE

Primary net income per share             $   .75   $   .71
Fully diluted net income per share       $   .73   $   .68

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

     Primary                               52.3      45.7
     Assuming full dilution                56.9      50.8
</TABLE>
                              
                              
                              
The accompanying notes are an integral part of this statement.





<PAGE>
                             -3-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
                 CONSOLIDATED BALANCE SHEET

<TABLE>
<S>                                      <C>       <C>
                                          March 31,  December 31,
                                            1996         1995
ASSETS                                   (In millions of dollars)

CURRENT

  Cash and cash equivalents              $    13   $    18
  Receivables                                382       314
  Inventories (Note 4)                       304       253
  Insurance for asbestos litigation
     claims - current portion (Note 6)       100       100
  Deferred income taxes                       69        70
  VEBA trust                                  62        51
  Income tax receivable                        1        50
  Investment in affiliate held for sale        -        36
  Other current assets                        46        35

     Total current                           977       927

OTHER

  Goodwill                                   251       249
  Investments in affiliates                   52        50
  Deferred income taxes                      253       252
  Insurance for asbestos litigation 
    claims (Note 6)                          300       330
  Other noncurrent assets                    143       147

     Total other                             999     1,028

PLANT AND EQUIPMENT, at cost

  Land                                        54        52
  Building and  leasehold improvements       576       581
  Machinery and equipment                  2,274     2,266
  Construction in progress                   210       168
                                           3,114     3,067
  Less--Accumulated depreciation         (1,782)   (1,761)

     Net plant and equipment               1,332     1,306

TOTAL ASSETS                             $ 3,308   $ 3,261
</TABLE>
                              
                                         
The accompanying notes are an integral part of this statement.
                   


<PAGE>
                            -4-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
                 CONSOLIDATED BALANCE SHEET
                         (Continued)

<TABLE>
<S>                                            <C>           <C>         
                                               March 31,   December 31,
                                                 1996          1995
                                               (In millions of dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT

  Accounts payable and accrued liabilities      $   514     $   587
  Reserve for asbestos litigation claims -
     current portion (Note 6)                       300         250
  Short-term debt                                   107          64
  Long-term debt - current portion                   38          35

     Total current                                  959         936

LONG-TERM DEBT                                      875         794

OTHER

  Reserve for asbestos litigation claims 
    (Note 6)                                        802         887
  Other employee benefits liability                 363         367
  Pension plan liability                             73          75
  Other                                             233         220

     Total other                                  1,471       1,549

COMMITMENTS AND CONTINGENCIES (Note 6)

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

STOCKHOLDERS' EQUITY

  Common stock                                      581         579
  Deficit                                          (743)       (781)
  Foreign currency translation adjustments           (8)          9
  Other                                             (21)        (19)

     Total stockholders' equity                    (191)       (212)

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                         $  3,308     $ 3,261
</TABLE>
                              
                              
     The accompanying notes are an integral part of this statement.
     



<PAGE>
                            -5-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
            CONSOLIDATED STATEMENT OF CASH FLOWS

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

                                                      Quarter Ended
                                                        March 31,
                                                      1996     1995
                                                 (In millions of dollars)
  NET CASH FLOW FROM OPERATIONS
   
  Net income                                       $     39   $   33

  Reconciliation of net cash provided 
    by operating activities:
      Noncash items:
        Provision for depreciation and amortization      31       30
        Provision for deferred income taxes               -       14
        Other                                             3        9
      (Increase) decrease in receivables                (67)       1
      Increase in inventories                           (51)     (40)
      (Decrease) in accounts payable
        and accrued liabilities                         (68)     (68)
      Increase (decrease) in accrued income taxes        48       (6)
      Proceeds from insurance for asbestos
        litigation claims                                30       48
      Payments for asbestos litigation claims           (35)     (98)
      Other                                             (37)     (29)

       Net cash flow from operations                   (107)    (106)

    
NET CASH FLOW FROM INVESTING

  Additions to plant and equipment                      (77)     (59)
  Proceeds from the sale of affiliate                    55        -
  Other                                                  (6)      (2)

       Net cash flow from investing                     (28)     (61)
</TABLE>
                              
                              
                                                            
    The accompanying notes are an integral part of this statement.





<PAGE>
                             -6-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
            CONSOLIDATED STATEMENT OF CASH FLOWS
                         (Continued)

<TABLE>
<S>                                                 <C>     <C>
                                                     Quarter Ended
                                                        March 31,
                                                     1996     1995
                                               (In millions of dollars)

NET CASH FLOW FROM FINANCING

  Net additions to long-term credit
     facilities                                        98      106
  Other additions to long-term debt                     -       34
  Other reductions to long-term debt                  (12)     (28)
  Net increase in short-term debt                      41       13
  Other                                                 2       (8)

       Net cash flow from financing                   129      117
   
    

  Effect of exchange rate changes on cash               1        1

  Net increase (decrease) in cash and cash 
    equivalents                                        (5)     (49)

  Cash and cash equivalents at beginning 
    of period                                          18       59

  Cash and cash equivalents at end of period       $   13   $   10 

                                                           
The accompanying notes are an integral part of this statement.





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


</TABLE>
<TABLE>
<S>                                     <C>         <C> 
                                              Quarter Ended
1.    SEGMENT DATA                               March 31,
                                              1996     1995
NET SALES                               (In millions of dollars)

Industry Segments

  Building Materials
     United States                       $    474   $    456
     Europe                                    64         65
     Canada and other                          18         31

       Total Building Materials               556        552

  Composite Materials
     United States                            146        152
     Europe                                   106        105
     Canada and other                          41         35

       Total Composite Materials              293        292

Intersegment sales
  Building Materials                            -          -
  Composite Materials                          25         26
Eliminations                                  (25)       (26)
       Net sales                         $    849   $    844

Geographic Segments

  United States                          $    620   $    608
  Europe                                      170        170
  Canada and other                             59         66

       Total                                  849        844

Intersegment sales
  United States                                16         13
  Europe                                       10          4
  Canada and other                              8         20
  Eliminations                                (34)       (37)

       Net sales                         $    849   $    844
</TABLE>



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

<TABLE>
<S>                                               <C>        <C>
                              
                                                     Quarter Ended
1.  SEGMENT DATA (Continued)                           March 31,
                                                     1996     1995
                                               (In millions of dollars)
INCOME FROM OPERATIONS

Industry Segments

  Building Materials
     United States                                 $    13    $   32
     Europe                                              5         8
     Canada and other                                   (4)        7

       Total Building Materials                         14        47

  Composite Materials
     United States                                      33        34
     Europe                                             21         8
     Canada and other                                    2         3

       Total Composite Materials                        56        45

  General corporate expense                              2       (20)

       Income from operations                           72        72

  Cost of borrowed funds                               (18)      (26)

       Income before provision for income taxes     $   54    $   46

Geographic Segments

  United States                                     $   46    $   66
  Europe                                                26        16
  Canada and other                                      (2)       10
  General corporate expense                              2       (20)

       Income from operations                           72        72

  Cost of borrowed funds                               (18)      (26)

       Income before provision for income taxes     $   54    $   46
</TABLE>

During  the  first quarter of 1996, the Company  recorded  a
pretax  gain  of  $37 million on the sale of  its  ownership
interest  in  its Japanese affiliate Asahi Fiber  Glass  Co.
Ltd.,  all  of which was recorded as a reduction in  general
corporate  expense.   Additionally,  the  Company   recorded
special  charges  totaling $42 million  including  valuation
adjustments   associated  with  prior  divestitures,   major
product line productivity initiatives and a contribution  to
the  Owens Corning Foundation.  The impact of these  special
items  was  to  reduce income from operations  for  Building
Materials in the United States, Europe and Canada and  other
by  $19  million,  $1 million and $2 million,  respectively,
Composite     Materials     in     the     United     States
and  Europe by $3 million and $2 million, respectively,  and
to increase general corporate expense by $15 million.




<PAGE>
                             -9-
                              
               OWENS CORNING AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Continued)

2.  GENERAL

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

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


3.  INCOME TAXES

The reconciliation between the U.S. federal statutory rate
and the Company's effective income tax rate is:
                                                    Quarter Ended
                                                      March 31,
                                                    1996     1995

U.S. federal statutory rate                          35%      35%
Adjustment of deferred tax asset allowance          (13)       -
State and local income taxes                          2        3
Other                                                 6       (2)

Effective tax rate                                   30%      36%

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


4.  INVENTORIES

Inventories are summarized as follows:
                                                  March 31,   December 31,
                                                    1996         1995
                                                  (In millions of dollars)
  Finished goods                                   $ 253        $ 210 

  Materials and supplies                             136          127

  FIFO inventory                                     389          337  

  Less:  Reduction to LIFO basis                     (85)         (84)        

  Inventories                                      $ 304        $ 253     

Approximately $204 million and $175 million of FIFO
inventories were valued using the LIFO method at March 31,
1996 and December 31, 1995, respectively.




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

5.  CONSOLIDATED STATEMENT OF CASH FLOWS

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

                                              Quarter Ended
                                                March 31,
                                              1996     1995
                                        (In millions of dollars)

Income taxes                                $ (17)     $  1  
Cost of borrowed funds                          6         9

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


6.  CONTINGENT LIABILITIES

ASBESTOS LIABILITIES

The   Company   is   a   co-defendant  with   other   former
manufacturers,  distributors  and  installers  of   products
containing  asbestos  and  with  miners  and  suppliers   of
asbestos  fibers (collectively, the Producers)  in  personal
injury  and property damage litigation.  The personal injury
claimants  generally allege injuries to their health  caused
by   inhalation  of  asbestos  fibers  from  the   Company's
products.   Most of the claimants seek punitive  damages  as
well  as  compensatory damages.  The property damage  claims
generally  allege  property damage  to  school,  public  and
commercial buildings resulting from the presence of products
containing  asbestos.  Virtually all of the asbestos-related
lawsuits  against the Company arise out of its  manufacture,
distribution, sale or installation of an asbestos-containing
calcium  silicate, high temperature insulation product,  the
manufacture of which was discontinued in 1972.

Status

As  of   March  31,  1996,  approximately  156,000  asbestos
personal  injury  claims  were  pending against the Company,
12,900 of which were received in the first quarter of  1996.
The  Company  received approximately 55,900 such  claims  in
1995, and 29,100 in 1994.

Through  March  31,  1996,  the  Company  had  resolved  (by
settlement  or  otherwise) approximately  161,700   asbestos
personal  injury claims.  During 1994, 1995, and  the  first
quarter  of 1996, the Company resolved approximately  39,000
such  claims and incurred total indemnity payments  of  $437
million  (an  average  of  about  $11,200  per  case).   The
Company's  indemnity payments have varied considerably  over
time  and from case to case, and are affected by a multitude
of  factors.   These include the type and  severity  of  the
disease sustained by the claimant (i.e., mesothelioma,  lung
cancer,   other  types  of  cancer,  asbestosis  or  pleural
changes); the occupation of the claimant; the extent of  the
claimant's   exposure   to   asbestos-containing    products
manufactured, sold or installed by the Company;  the  extent
of  the  claimant's exposure to asbestos-containing products
manufactured,  sold  or installed by  other  Producers;  the
number   and   financial  resources   of    other   Producer
defendants;  the   jurisdiction of  suit; the  presence   or
absence  of   other  possible  causes   of   the  claimant's
illness; the avail-
                              
                              


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

6.  CONTINGENT LIABILITIES (Continued)

ability  or  not  of legal defenses such as the  statute  of
limitations  or  state  of the art; whether  the  claim  was
resolved  on  an  individual basis or as  part  of  a  group
settlement;  and whether the claim proceeded to  an  adverse
verdict or judgment.

Insurance

As  of  March  31, 1996, the Company had approximately  $400
million   in   unexhausted  insurance   coverage   (net   of
deductibles   and  self-insured  retentions  and   excluding
coverage  issued by insolvent carriers) under its  liability
insurance  policies applicable to asbestos  personal  injury
claims.   This insurance, which is substantially  confirmed,
includes both products hazard coverage and primary level non-
products  coverage.   Portions  of  this  coverage  are  not
available  until 1997 and beyond under agreements  with  the
carriers  confirming such coverage.  All  of  the  Company's
liability insurance  policies cover  indemnity payments  and
defense  fees  and   expenses subject to  applicable  policy
limits.

In  addition  to  its confirmed non-products insurance,  the
Company  has  a significant amount of potential non-products
coverage  with excess level carriers.  The Company cautions,
however,  that  this coverage is unconfirmed  and  that  the
amount   and  timing  of  additional  recovery  from   these
policies, if any, will depend on subsequent negotiations  or
proceedings.

Reserve

The  Company's  estimated total liabilities  in  respect  of
indemnity  and  defense costs associated  with  pending  and
unasserted  asbestos  personal injury  claims  that  may  be
received through the year 1999 (the `Liabilities"), and  its
estimated  insurance recoveries in respect  of  such  claims
(the "Insurance"), are reported separately as follows:

<TABLE>
<S>                                         <C>          <C>
                                           Asbestos Litigation Claims
                                             March 31,  December 31,
                                               1996         1995
Reserve for asbestos litigation claims      (In millions of dollars)

  Current                                    $  300      $  250
  Other                                         802         887

     Total Reserve                            1,102       1,137

Insurance for asbestos litigation claims

  Current                                       100        100
  Other                                         300        330

     Total Insurance                            400        430

Net Asbestos Liability                       $  702     $  707
</TABLE>



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

6.  CONTINGENT LIABILITIES (Continued)

Case filing rates have continued at historically high levels
with  the receipt of approximately 12,900 new claims  during
the  first  quarter  of  1996,  following  the  receipt   of
approximately 55,900 claims in 1995 and approximately 29,100
claims  in 1994.  Many of these new claims appear to be  the
product  of  mass  screening programs  and  not  to  involve
significant  asbestos-related impairment.  The large  number
of  recent  filings and the uncertain value of these  claims
have  added to the uncertainties involved in estimating  the
Company's asbestos liabilities.

Certain  of  the Company's principal co-defendants,  the  20
members  of  the Center for Claims Resolution, have  entered
into  a  proposed  "global" settlement which  would  require
future   claimants  to  satisfy  certain  medical   criteria
indicative of significant asbestos-related impairment  as  a
pre-condition to their eligibility for settlement  payments.
The  U.S.  Court of Appeals recently overturned the proposed
settlement   based  on  failure  to  satisfy  class   action
certification  requirements,  but  did  not  address  issues
relating to medical criteria.  The Company is using  similar
medical criteria in the implementation of its own settlement
and  litigation strategy and is also seeking to require more
careful   proof   than  in  the  past  that  claimants   had
significant  exposure  to the Company's  asbestos-containing
product  or  operations.   The Company  believes  that  this
strategy  will reduce the overall cost of asbestos  personal
injury  claims  in  the  long run  by  channeling  indemnity
payments to claimants who can establish significant asbestos-
related  impairment and exposure to the Company's  asbestos-
containing   product  or  operations  and  by  substantially
reducing   indemnity   payments  to  individuals   who   are
unimpaired  or  who did not have significant such  exposure.
The  Company's  strategy has resulted in an increased  level
of  trial activity and an increase in the number and  amount
of  compensatory and punitive damage verdicts and  judgments
against  the Company.  This strategy may have the effect  of
increasing  average  per-case  indemnity  costs  for  claims
resolved  with payment, while also increasing the number  of
claims dismissed without payment.

The  Company  cautions that such factors as  the  number  of
future  asbestos personal injury claims received by it,  the
rate  of  receipt  of  such claims, and  the  indemnity  and
defense  costs  associated  with  asbestos  personal  injury
claims,  as well as the prospects for confirming additional,
applicable  insurance  coverage  beyond  the  $400   million
referenced above, are influenced by numerous variables  that
are  difficult to predict, and that estimates, such  as  the
Company's,  which attempt to take account of such variables,
are subject to considerable uncertainty.  Depending upon the
outcome  of  the  various  uncertainties  described   above,
particularly as they relate to unimpaired claims, it may  be
necessary  at  some point in the future for the  Company  to
make  additional  provision  for  the  uninsured  costs   of
asbestos  personal injury claims received through  the  year
1999  (although no such amounts are reasonably estimable  at
this time).  The Company remains confident that its estimate
of  Liabilities and Insurance will be sufficient to  provide
for  the  costs of all such claims that involve malignancies
or  significant asbestos-related functional impairment.  The
Company  has  reviewed  and  will  continue  to  review  the
adequacy of its estimate of Liabilities and Insurance  on  a
periodic  basis  and  make  such  adjustments  as   may   be
appropriate.

The  Company  cannot estimate and is not providing  for  the
cost  of  unasserted  claims which may be  received  by  the
Company after the year 1999 because management is unable  to
predict the number of claims to be received after 1999,  the
severity of disease which may be involved and other  factors
which would affect the cost of such claims.





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

6.  CONTINGENT LIABILITIES (Continued)

Cash Expenditures

The  Company's  anticipated cash expenditures for  uninsured
asbestos-related costs of claims received through  1999  are
expected   to   approximate  $702  million,  the   Company's
Liabilities,  net of Insurance, before tax  benefits.   Cash
payments  will  vary annually depending  upon  a  number  of
factors,  including the pace of the Company's resolution  of
claims and the timing of payment of its Insurance.

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

NON-ASBESTOS LIABILITIES

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






<PAGE>
                            -14-
                              
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

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

RESULTS OF OPERATIONS

Net  income  for the quarter ended March 31,  1996  was  $39
million,  or $.73 per share, compared to net income  of  $33
million, or $.68 per share, for the quarter ended March  31,
1995.  The 1996 earnings growth reflects pricing gains,  the
benefits of acquisitions, and reduced cost of borrowed funds
related to 1995 balance sheet improvements.
   
Net  sales were $849 million for the quarter ended March 31,
1996,  a  one percent increase from the 1995 level  of  $844
million.    Most  of  the  first  quarter  1996  growth   is
attributable  to  incremental  sales  resulting  from   1995
acquisitions as well as pricing gains, offset by  a  decline
in  volume.  Gross  margin from ongoing operations  for  the
quarter ended March 31 increased to 27% in 1996, from 25% in
1995,  primarily  as the result of pricing  gains.
    
During  the  first quarter of 1996, the Company  recorded  a
pretax  gain  of  $37 million on the sale of  its  ownership
interest  in  its Japanese affiliate Asahi Fiber  Glass  Co.
Ltd.,  which  was  offset by special  charges  totaling  $42
million  including  valuation  adjustments  associated  with
prior   divestitures,   major  product   line   productivity
initiatives   and  a  contribution  to  the  Owens   Corning
Foundation.   The  impact  of the gain  on  net  income  was
reduced to near zero by these offsetting special charges.

Marketing   and   administrative   expenses   from   ongoing
operations  increased  approximately six  percent  over  the
first  quarter  of  1995.   The  incremental  administrative
expenses  from the acquisitions late in 1995 as well  as  an
impact  from the continuing implementation of the  Company's
Advantage  2000  program are primarily responsible  for  the
increase.   Advantage 2000 is a business system designed  to
accelerate  the  speed and simplify the processes  of  doing
business  globally.  When fully implemented,  the  Advantage
2000  program  will replace over 200 fragmented  information
systems with a fully integrated system, leading to increased
productivity and cost savings.

In  the  Building  Materials segment,  sales  increased  one
percent  for  the quarter ended March 31, 1996  compared  to
1995.  This growth reflects  the incremental sales from 1995
acquisitions offset by a decline in volume, particularly  in
the  North American markets as the result of a weak Canadian
economy  and  severe weather in the U.S.  during  the  first
quarter  of  1996.   Income  from  ongoing  operations   for
Building Materials decreased 23% from 1995 levels, primarily
due to the weak economic conditions in Canada.

In  the  first quarter of 1996, the Company announced  plans
for  the  construction of its fourth plant in  the  People's
Republic  of  China.   The  new  51%  owned  joint   venture
facility,  to  be  constructed  in  Nanjing,  will   produce
Foamular(R) extruded polystyrene.  In conjunction with the two
glass  fiber insulation facilities and the glass  reinforced
plastic (GRP) pipe facility, this newly formed joint venture
further  expands the Company's presence in the Asia  Pacific
region.

The   Company  also  announced  the  availability   of   its
revolutionary new form of glass fiber, Miraflex(T), to all  of
its   North   American  markets  in  its  first   commercial
application, PinkPlus(R) insulation featuring Miraflex(T) fiber.
The  fiber  was first made available to selected markets  in
1995,  and  is expected to be a contributing factor  to  the
Company's overall growth strategy.





<PAGE>
                            -15-

In the Composite Materials segment, sales increased slightly
for  the  quarter ended March 31, 1996, over the 1995  first
quarter.  The sales increase is attributable to gains in the
Latin  American  markets as well as continued  strength  and
improved  pricing in the European markets, where prices  may
be  peaking. These sales gains were offset by the impact  of
severe  weather  conditions in the northeastern  U.S.  which
caused temporary shut-downs of the Company's Huntingdon,  PA
facility,  as  well  as the impact of a  strike  at  General
Motors.  Composite Materials' income from ongoing operations
in the first quarter of 1996 was 36% above the first quarter
of  1995 primarily due to the improvement in pricing coupled
with productivity initiatives.

The  Company  also announced plans for a new  large-diameter
GRP   pipe   joint  venture  in  Colombia,  with  completion
anticipated in September 1996.  Generally, the Company's GRP
pipe  is  marketed to governments and private  industry  for
major infrastructure projects for the transport of water and
waste.   The Company's Botswana pipe venture established  in
1993  was awarded one of the Company's largest single orders
to  date, a $75 million contract to supply GRP pipe for  the
North-South Carrier pipeline in Botswana.

The  Company's cost of borrowed funds for the quarter  ended
March  31,  1996  was  $8 million lower  than  during  first
quarter 1995, reflecting decreased borrowings resulting from
the  first  half  1995  conversion of $173  million  of  the
Company's 8% convertible junior subordinated debentures into
shares  of  common  stock as well as the  issuance  of  $200
million  of  convertible monthly income preferred securities
in the second quarter of 1995.

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Cash   flow   from  operations,  excluding  asbestos-related
activities, was negative $102 million for the first  quarter
of  1996, compared to negative $56 million for first quarter
1995.    The   decline  from  1995  to  1996  is   primarily
attributable to the first quarter 1995 cash inflow generated
by the sale of $50 million of receivables under an agreement
established  in  late 1994. Inventories at  March  31,  1996
increased  20%  over December 31, 1995  levels  due  to  the
Company's seasonal inventory build in the first half of  the
year,  and a slower than expected building materials  retail
environment.   Please see Notes 4 and 5 to the  Consolidated
Financial Statements.

At March 31, 1996, the Company's net working capital was $18
million  and its current ratio was 1.02 compared to negative
$9  million  and  .99, respectively, at December  31,  1995.
During the first quarter of 1996, the Company established  a
new  long-term revolving credit facility in the  U.K.  which
replaced several short-term debt instruments in Europe.  The
U.K.  facility has a commitment of 35 million British pounds
(54  million U.S. dollars), all of which was outstanding  as
of  March 31, 1996.  The improvement in working capital from
this  refinancing was partially reduced by the sale of Asahi
Fiber Glass Co. Ltd.

The Company's total borrowings at March 31, 1996 were $1.020
billion,   $127  million  higher  than  at  year-end   1995.
Typically, the Company reports greater cash usage during the
first half of the year as the Company builds inventories and
other  working capital.  As of March 31, 1996,  the  Company
had  unused lines of credit of $305 million available  under
long-term  bank  loan  facilities  and  an  additional  $210
million  under  short-term  facilities,  compared  to   $358
million  and  $239 million, respectively, at year-end  1995.
The  decrease in available lines of credit is primarily  the
result  of  increased borrowings.  Letters of credit  issued
under  the Company's long-term U.S. loan facility,  most  of
which  support  appeals from asbestos trials, reduce  credit
availability of that facility.  The impact of such reduction
is reflected in the unused lines of credit discussed above.

                              




<PAGE>                              
                            -16-

Capital   spending  for  property,  plant   and   equipment,
excluding  acquisitions and investments in  affiliates,  was
$77  million during the first quarter of 1996. For the  year
1996, the Company anticipates capital spending, exclusive of
acquisitions   and   investments  in   affiliates,   to   be
approximately  $313  million,  the  majority  of  which   is
uncommitted.   The  Company expects that funding  for  these
expenditures  will  be  from the  Company's  operations  and
external sources as required.

Gross  payments for asbestos litigation claims during  1996,
including  $9  million in defense costs and $2  million  for
appeal  bond  and  other costs, were $35 million.   Proceeds
from  insurance were $30 million, resulting in a net  pretax
cash outflow of $5 million, or $3 million after-tax.  During
the   first   quarter   of   1996,  the   Company   received
approximately 12,900 new asbestos personal injury cases  and
closed  approximately  1,100 cases.  Over  the  next  twelve
months, the Company's total payments for asbestos litigation
claims,  including  defense  costs,  are  expected   to   be
approximately $300 million.  Proceeds from insurance of $100
million  are expected to be available to cover these  costs,
resulting  in a net pretax cash outflow of $200 million,  or
$120   million  after-tax.   Please  see  Note  6   to   the
Consolidated Financial Statements.

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

The  Company has been deemed by the Environmental Protection
Agency  (EPA)  to be a potentially responsible  party  (PRP)
with  respect  to  certain  sites  under  the  Comprehensive
Environmental  Response,  Compensation  and  Liability   Act
(Superfund).  The Company has also been deemed a  PRP  under
similar  state or local laws, including two state  Superfund
sites  where the Company is the primary generator.  In other
instances,  other PRPs have brought suits or claims  against
the  Company  as a PRP for contribution under such  federal,
state or local laws.  During the first quarter of 1996,  the
Company  was  not  designated a PRP in such federal,  state,
local  or private proceedings for any additional sites.   At
March 31, 1996, a total of 42 such PRP designations remained
unresolved  by  the Company, some of which designations  the
Company  believes  to  be erroneous.  The  Company  is  also
involved with environmental investigation or remediation  at
a  number of other sites at which it has not been designated
a  PRP.   The Company has established a $20 million  reserve
for  its  Superfund  (and similar state, local  and  private
action)  contingent  liabilities.  In addition,  based  upon
information presently available to the Company, and  without
regard to the application of insurance, the Company believes
that,  considered  in  the aggregate, the  additional  costs
associated  with such contingent liabilities, including  any
related litigation costs, will not have a materially adverse
effect  on  the Company's financial position or  results  of
operations.

The 1990 Clean Air Act Amendments (Act) provide that the EPA
will issue regulations on a number of air pollutants over  a
period of years.  Until these regulations are developed, the
Company  cannot determine the extent to which the  Act  will
affect it.  The Company anticipates that its sources  to  be
regulated will include glass fiber manufacturing and asphalt
processing activities.  The EPA's announced schedule  is  to
issue regulations covering glass fiber manufacturing by late
1997  and  asphalt processing activities by late 2000,  with
implementation  as  to existing sources up  to  three  years
thereafter.  Based on information now known to the  Company,
including   the  nature  and  limited  number  of  regulated
materials it emits, the Company does not expect the  Act  to
have a materially adverse effect on the Company's results of
operations, financial condition or long-term liquidity.







                              
                              
                              


<PAGE>                              

                              
                         SIGNATURES
                              
Pursuant to the requirements of the Securities Exchange  Act
of  1934,  the  Company has duly caused this  report  to  be
signed  on  its  behalf by the undersigned,  thereunto  duly
authorized.
                                                            
                                                            
                                         OWENS CORNING

                                          Registrant


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