10-K/A

           
            SECURITIES AND EXCHANGE COMMISSION
                  Washington, D. C.  20549

                         FORM 10-K

        Annual Report Pursuant to Section 13 or 15(d)
            of the Securities Exchange Act of 1934

         For the Fiscal Year Ended December 31, 1996

                 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

Securities registered pursuant to Section 12(b) of the Act:

  Title of Each Class                Name of Each Exchange on
                                     Which Registered

  Common Stock - $.10 Par Value      New York Stock Exchange
  Rights to Purchase Series A        New York Stock Exchange
   Participating Preferred
   Stock, no par value, of the
   Registrant

Securities registered pursuant to Section 12(g) of the  Act: 
None

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 /   /

Indicate  by  check mark if disclosure of delinquent  filers
pursuant  to  Item  405 of Regulation S-K is  not  contained
herein,   and  will  not  be  contained,  to  the  best   of
Registrant's  knowledge, in definitive proxy or  information
statements  incorporated by reference in Part  III  of  this
Form 10-K or any amendment to this Form 10-K. [ X ]

At   February  19,  1997,  the  aggregate  market  value  of
Registrant's  $.10  par  value  common  stock  (Registrant's
voting  stock)  held  by non-affiliates was  $2,297,658,153,
assuming  for  purposes of this computation  only  that  all
directors and executive officers are considered affiliates.

At  February  19,  1997,  there were outstanding  52,769,579
shares of Registrant's $.10 par value common stock.

Parts  of Registrant's definitive 1997 proxy statement filed
or  to  be filed pursuant to Regulation 14A (the "1997 Proxy
Statement") are incorporated by reference into Part  III  of
this Form 10-K.

EX-27

 

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
SEC form 10-K and is qualified in its entirety by reference to such
financial statements.

<MULTIPLIER> 1,000,000

                             
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                              45
<SECURITIES>                                         0
<RECEIVABLES>                                      331
<ALLOWANCES>                                        17
<INVENTORY>                                        340
<CURRENT-ASSETS>                                   958
<PP&E>                                           3,341
<DEPRECIATION>                                   1,819
<TOTAL-ASSETS>                                   3,913
<CURRENT-LIABILITIES>                            1,121
<BONDS>                                            818
<COMMON>                                           606
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                      (1,090)
<TOTAL-LIABILITY-AND-EQUITY>                     3,913
<SALES>                                          3,832
<TOTAL-REVENUES>                                 3,832
<CGS>                                            2,834
<TOTAL-COSTS>                                    2,834
<OTHER-EXPENSES>                                    (1)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  77
<INCOME-PRETAX>                                   (581)
<INCOME-TAX>                                      (288)
<INCOME-CONTINUING>                               (284)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      (284)
<EPS-PRIMARY>                                    (5.54)
<EPS-DILUTED>                                    (5.54)

<F1> Represents basic earnings per share as defined in FASB Statement No. 128.
<F2> Represents diluted earnings per share as defined in FASB Statement No. 128.