EXHIBIT 3.97

                                                                         [STAMP]

                            CERTIFICATE OF OWNERSHIP
                                     MERGING
                            OIB CONSUMERS GLASS INC.
                                      INTO
                            OWENS-ILLINOIS GROUP, INC.

             (Pursuant to Section 253 of the General Corporation Law
                                  of Delaware)

          OWENS-ILLINOIS GROUP, INC., a corporation incorporated on the 10th day
of March, 1987, pursuant to the provisions of the General Corporation Law of the
State of Delaware:

          DOES HEREBY CERTIFY that this Corporation owns at least 90% of the
capital stock of OIB Consumers Glass Inc., a corporation incorporated on the 2nd
day of November, 1987, pursuant to the provisions of the General Corporation Law
of the State of Delaware, and that this Corporation, by a resolution of its
Board of Directors duly adopted by unanimous written consent in lieu of a
meeting as of the 29th day of June, 1990, determined to and did merge into
itself said OIB Consumers Glass Inc., which resolution is in the following words
to wit:

               WHEREAS this Corporation lawfully owns at least 90% of the
     outstanding stock of OIB Consumers Glass Inc., a corporation organized and
     existing under the laws of Delaware, and

               WHEREAS this Corporation desires to merge into itself the said
     OIB Consumers Glass Inc., and to be possessed of all the estate, property,
     rights, privileges and franchises of said Corporation,

               NOW, THEREFORE, BE IT RESOLVED, that this Corporation merges into
     itself said OIB Consumers Glass



     Inc. and assumes all of its liabilities and obligations, and

               FURTHER RESOLVED, that the president or a vice-president, and the
     secretary or assistant secretary of this Corporation be and they hereby are
     directed to make and execute, under the corporate seal of this Corporation,
     a certificate of ownership setting forth a copy of the resolution to merge
     said OIB Consumers Glass Inc. and assume its liabilities and obligations,
     and the date of adoption thereof, and to file the same in the office of the
     Secretary of State of Delaware, and a certified copy thereof in the office
     of the Recorder of Deeds of Kent County; and

               FURTHER RESOLVED, that the officers of this Corporation be and
     they hereby are authorized and directed to do all acts and things
     whatsoever, whether within or without the State of Delaware; which may be
     in any way necessary or proper to effect said merger.

          IN WITNESS WHEREOF, said Owens-Illinois Group, Inc. has caused its
corporate seal to be affixed and this certificate to be signed by Thomas L.
Young, its Vice President and attested by Arthur H. Smith, its Assistant
Secretary, this 29th day of June, 1990.

                                                     By: /s/ Thomas L. Young
                                                         -----------------------
                                                         Thomas L. Young
                                                         Vice President

                                                     ATTEST: /s/ Arthur H. Smith
                                                             -------------------
                                                             Arthur H. Smith
                                                             Assistant Secretary

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