8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)       November 22, 2004

OWENS-ILLINOIS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware	33-13061	34-1559348
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Seagate, Toledo, Ohio		43666
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code   (419) 247-5000
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01.REGULATION FD

On November 22, 2004, Owens-Brockway Glass Container Inc., an indirect wholly-owned subsidiary of Owens-Illinois, Inc., issued a press release announcing that it intends to offer, subject to market and other conditions, $650 million aggregate principal amount of senior notes due 2014 denominated in U.S. Dollars and Euros in a private offering.  A copy of Owens-Brockway Glass Container's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 24, 2004	OWENS-ILLINOIS, INC.
	(registrant)
	By:	/s/ Matthew G. Longthorne
	Name: Matthew G. Longthorne
	Its: Controller and Chief Accounting Officer

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Exhibit Index

Exhibit 99.1 Press Release dated November 22, 2004 of Owens-Brockway Glass Container Inc.

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EX-99.1

Exhibit 99.1

Owens-Brockway Glass Container Inc. Announces Proposed Private Offering of $650 Million of Senior Notes Denominated in U.S. Dollars and Euros

TOLEDO, Ohio, November 22, 2004 — Owens-Brockway Glass Container Inc., an indirect wholly owned subsidiary of Owens-Illinois, Inc. (NYSE: OI), announced that it intends to offer, subject to market and other conditions, $650 million aggregate principal amount of senior notes due 2014 denominated in U.S. Dollars and Euros in a private offering.

The Company intends to use the net proceeds of the offering, together with borrowings under its secured credit agreement, if necessary, to fund (i) the purchase by Owens-Illinois, Inc. of its $350 million of outstanding 7.15% Senior Notes due 2005, (ii) the purchase by BSN Glasspack S.A., an affiliate of Owens-Brockway Glass Container Inc., of the approximately €140 million of outstanding 10¼% Senior Subordinated Notes due 2009 of BSN Financing Co. S.A., (iii) the purchase by BSN Glasspack S.A. of the approximately €160 million of outstanding 9¼% Senior Subordinated Notes due 2009 of BSN Glasspack Obligation S.A., and (iv) the payment of related fees and expenses.  Owens-Illinois Inc. and BSN Glasspack S.A. are currently engaged in tender offers for these notes.

The senior notes have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and will be offered only to qualified institutional buyers in reliance on Rule 144A and in offshore transactions pursuant to Regulation S under the Securities Act of 1933, as amended.  Unless so registered, the senior notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

SOURCE Owens-Brockway Glass Container Inc.