<PAGE>
                           Washington, D.C. 20549
                
                         ----------------------------
                                   FORM S-8 
                         REGISTRATION STATEMENT UNDER 
                          THE SECURITIES ACT OF 1933 
                
                         ----------------------------
 
                              Owens-Illinois, Inc.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter) 
 
   Delaware                                            22-2781933
- ---------------                                       -----------------
(State or other                                       (IRS Employer 
jurisdiction of                                       Identification No.) 
incorporation or 
organization) 
 
 
                     One SeaGate, Toledo, Ohio                          43666 
- -------------------------------------------------------------------------------
              (Address of principal executive offices)              (Zip Code)
 
 
                 ------------------------------------------
 
              FOURTH AMENDED AND RESTATED OWENS-ILLINOIS, INC. 
 
                     STOCK PURCHASE AND SAVINGS PROGRAM 
 
                                     AND 
 
              SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC. 
 
                    NON-UNION RETIREMENT AND SAVINGS PLAN 
 
                                     AND 
 
              SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC. 
 
                        SUPPLEMENTAL RETIREMENT PLAN 
 
                                     AND 
 
              SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC. 
 
                           LONG-TERM SAVINGS PLAN 
                 ---------------------------------------
 
 
                                                   (cover page continued over) 

<PAGE> 
                                           Copy to: 
THOMAS L. YOUNG, ESQ. 
Executive Vice President-                  ROBERT K. BURGESS, ESQ.
Administration                             Latham & Watkins
and General Counsel                        233 South Wacker Drive
Owens-Illinois, Inc                        Suite 5800
One SeaGate                                Chicago, Illinois 60606
Toledo, Ohio 43666                         (312) 876-7700
(419) 247-5000 
- -----------------------------------
(Name, address, including zip code, 
and telephone number, including 
area code, of agent for service) 
                                           
                       Calculation of Registration Fee
- -------------------------------------------------------------------------------
                                                    Proposed 
                        Amount        Proposed       Maximum 
Title of Each         of Shares       Maximum       Aggregate     Amount of 
Class of Securities     to be      Offering Price    Offering   Registration 
to be Registered      Registered   Per Share (2)    Price (2)     Fee (2) 
- -------------------------------------------------------------------------------
 
Common Stock, 
par value 
$.01 per share (1)    4,000,000    $  10.4375     $41,750,000   $  14,396.65  
 
- -------------------------------------------------------------------------------
                                                                             
 
 
(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933, 
      this registration statement also covers an indeterminate amount of 
      interests to be offered or sold pursuant to the Fourth Amended and       
      Restated Owens-Illinois, Inc. Stock Purchase and Savings Program, the
      Second Amended and Restated Owens-Illinois, Inc. Non-Union Retirement
      and Savings Plan, the Second Amended and Restated Owens-Illinois, Inc.
      Supplemental Retirement Plan and the Second Amended and Restated Owens-
      Illinois, Inc. Long-Term Savings Plan (collectively, the "Plans").
      4,000,000 shares of Common Stock available under the Plans were 
      previously registered on Form S-8 Registration Statement No. 33-43559 on
      October 28, 1991.

(2)   For purposes of computing the registration fee only.  Pursuant to Rule 
      457(c), the Proposed Maximum Offering Price Per Share, Proposed Maximum
      Aggregate Offering Price and Amount of Registration Fee are based upon
      the average of the high and low prices reported on the New York Stock
      Exchange for the Company's Common Stock on December 23, 1994, which was
      $10.4375.




                                      2
<PAGE>
                                    PART I 
 
      This Registration Statement covers additional securities registered for
issuance or sale under the Fourth Amended and Restated Owens-Illinois,Inc. Stock
Purchase and Savings Program, the Second Amended and Restated Owens-Illinois,
Inc. Non-Union Retirement and Savings Plan, the Second Amended and Restated 
Owens-Illinois, Inc. Supplemental Retirement Plan, and the Second Amended and
Restated Owens-Illinois, Inc. Long-Term Savings Plan. The contents of prior Form
S-8 Registration Statement No. 33-43559 relating to said plans are incorporated
herein by reference. 
 
 
                                    PART II 
 
Item 3. Incorporation of Documents by Reference 
 
        The following documents filed with the Securities and Exchange 
Commission by Owens-Illinois, Inc, a Delaware corporation (the "Company"), or
by the Fourth Amended and Restated Owens-Illinois, Inc. Stock Purchase and 
Savings Program, the Second Amended and Restated Owens-Illinois, Inc. Non-Union
Retirement and Savings Plan the Second Amended and Restated Owens-Illinois,Inc.
Supplemental Retirement Plan and the Second Amended and Restated Owens-Illinois,
Inc. Long-Term Savings Plan (collectively, the "Plans"), are incorporated as of
their respective dates in this Registration Statement by reference: 
 
        A.   The Company's Annual Report on Form 10-K for the fiscal year ended
             December 31, 1993; 
 
        B.   All other reports filed by the Company pursuant to Sections 13(a)
             and 15(d) of the Securities Exchange Act of 1934 since December 31,
             1993;  
 
        C.   Description of the Company's Common Stock contained in the 
             Company's Registration Statement on Form S-2 filed with the 
             Commission on October 17, 1991 (No. 33-43224); and 
 
        D.   Each of the Plans' Annual Reports on Form 11-K for the year ended
             December 31, 1993. 
 
        All documents filed by the Company or the Plans pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, are
incorporated by reference in this Registration Statement and are a part hereof
from the date of filing such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statment contained herein or in any other subsequently filed 
document which also is or is deemed to be incorporated by




                                      3
<PAGE>
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement. 
 
Item 8. Exhibits 
 
         5.1       Opinion of Latham & Watkins regarding the legality of the 
                   Common Stock being registered. 
 
        23.1       Consent of Independent Auditors. 
 
        23.2       Consent of Latham & Watkins (included in Exhibit 5.1). 
 
        24         Power of Attorney. 







































                                      4
<PAGE>
                                  SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Toledo, State of Ohio, on this 29th day of 
December, 1994. 
                          
                             OWENS-ILLINOIS, INC. 
 
                             By:  /s/ Thomas L. Young              
                                  ------------------------------
                                  Thomas L. Young 
                                  Executive Vice-President
                                  Administration,                     
                                  General Counsel and Secretary 
              
        Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons on behalf of 
Owens-Illinois, Inc. and in the capacities and on the dates indicated. 
 
        Signature                      Title                      
- -------------------          ------------------------- 
Joseph H. Lemieux            Chairman, Chief Executive               
                             Officer and Director 
                             (Principal Executive Officer) 
 
Lee A. Wesselmann            Senior Vice President, Chief    
                             Financial Officer and 
                             Director (Principal Financial 
                             Officer) 
 
David G. Van Hooser          Vice President, Treasurer and   
                             Comptroller (Principal  
                             Accounting Officer) 
 
Michael W. Michelson         Director                        
 
James H. Greene, Jr.         Director                        
 
Edward A. Gilhuly            Director                        
   
John J. McMackin, Jr.        Director                        
   
 
                             By:  /s/ Thomas L. Young 
                                  ---------------------
                                  Thomas L. Young 
                                  Attorney-in-fact 
 
Date:  December 29, 1994

                                      5
<PAGE>
     Pursuant to the requirements of the Securities Act of 1933, the Plans
have duly caused this Registration Statement to be signed on their behalf by
the undersigned, thereunto duly authorized, in the city of Toledo, State of
Ohio, on this 29th day of December, 1994. 
 
                       FOURTH AMENDED AND RESTATED OWENS-ILLINOIS, INC. STOCK  
                       PURCHASE AND SAVINGS PROGRAM.
 
                       THE SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC. 
                       NON-UNION RETIREMENT AND SAVINGS PLAN. 
 
                       THE SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC. 
                       SUPPLEMENTAL RETIREMENT PLAN. 
 
                       THE SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC. 
                       LONG-TERM SAVINGS PLAN. 
 
 
 
                        By:   Owens-Illinois  
                              Employee Benefits Committee 
                              Plan Administrator 
 
 
                              By:   /s/ D. W. Pennywitt
                                    ---------------------
                                    D. W. Pennywitt 
                                    Chairman 
 
 
                                    /s/ R. D. Lewis               
                                    ---------------------
                                    R. D. Lewis 
                                    Secretary



















                                      6
<PAGE>
                              INDEX TO EXHIBITS
EXHIBIT 
- ------- 
  5.1       Opinion of Latham & Watkins regarding the legality                 
            of the Common Stock being registered.  
 
 23.1       Consent of Independent Auditors.                                  
 
 24         Power of Attorney.                                                










































                                      7
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{"company-data": {"conformed-name": "OWENS ILLINOIS INC /DE/", "cik": "0000812074", "assigned-sic": "3221", "irs-number": "222781933", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57139", "film-number": "94567261"}, "business-address": {"street1": "ONE SEAGATE", "city": "TOLEDO", "state": "OH", "zip": "43666", "phone": "4192475000"}, "mail-address": {"street1": "ONE SEAGATE", "city": "TOLEDO", "state": "OH", "zip": "43666"}, "former-company": {"former-conformed-name": "OWENS ILLINOIS HOLDINGS CORP", "date-changed": "19870512"}}
Washington, D.C. 20549
                
                         ----------------------------
                                   FORM S-8 
                         REGISTRATION STATEMENT UNDER 
                          THE SECURITIES ACT OF 1933 
                
                         ----------------------------
 
                              Owens-Illinois, Inc.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter) 
 
   Delaware                                            22-2781933
- ---------------                                       -----------------
(State or other                                       (IRS Employer 
jurisdiction of                                       Identification No.) 
incorporation or 
organization) 
 
 
                     One SeaGate, Toledo, Ohio                          43666 
- -------------------------------------------------------------------------------
              (Address of principal executive offices)              (Zip Code)
 
 
                 ------------------------------------------
 
              FOURTH AMENDED AND RESTATED OWENS-ILLINOIS, INC. 
 
                     STOCK PURCHASE AND SAVINGS PROGRAM 
 
                                     AND 
 
              SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC. 
 
                    NON-UNION RETIREMENT AND SAVINGS PLAN 
 
                                     AND 
 
              SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC. 
 
                        SUPPLEMENTAL RETIREMENT PLAN 
 
                                     AND 
 
              SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC. 
 
                           LONG-TERM SAVINGS PLAN 
                 ---------------------------------------
 
 
                                                   (cover page continued over)
Copy to: 
THOMAS L. YOUNG, ESQ. 
Executive Vice President-                  ROBERT K. BURGESS, ESQ.
Administration                             Latham & Watkins
and General Counsel                        233 South Wacker Drive
Owens-Illinois, Inc                        Suite 5800
One SeaGate                                Chicago, Illinois 60606
Toledo, Ohio 43666                         (312) 876-7700
(419) 247-5000 
- -----------------------------------
(Name, address, including zip code, 
and telephone number, including 
area code, of agent for service) 
                                           
                       Calculation of Registration Fee
- -------------------------------------------------------------------------------
                                                    Proposed 
                        Amount        Proposed       Maximum 
Title of Each         of Shares       Maximum       Aggregate     Amount of 
Class of Securities     to be      Offering Price    Offering   Registration 
to be Registered      Registered   Per Share (2)    Price (2)     Fee (2) 
- -------------------------------------------------------------------------------
 
Common Stock, 
par value 
$.01 per share (1)    4,000,000    $  10.4375     $41,750,000   $  14,396.65  
 
- -------------------------------------------------------------------------------
                                                                             
 
 
(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933, 
      this registration statement also covers an indeterminate amount of 
      interests to be offered or sold pursuant to the Fourth Amended and       
      Restated Owens-Illinois, Inc. Stock Purchase and Savings Program, the
      Second Amended and Restated Owens-Illinois, Inc. Non-Union Retirement
      and Savings Plan, the Second Amended and Restated Owens-Illinois, Inc.
      Supplemental Retirement Plan and the Second Amended and Restated Owens-
      Illinois, Inc. Long-Term Savings Plan (collectively, the "Plans").
      4,000,000 shares of Common Stock available under the Plans were 
      previously registered on Form S-8 Registration Statement No. 33-43559 on
      October 28, 1991.

(2)   For purposes of computing the registration fee only.  Pursuant to Rule 
      457(c), the Proposed Maximum Offering Price Per Share, Proposed Maximum
      Aggregate Offering Price and Amount of Registration Fee are based upon
      the average of the high and low prices reported on the New York Stock
      Exchange for the Company's Common Stock on December 23, 1994, which was
      $10.4375.

                                      2
PART I 
 
      This Registration Statement covers additional securities registered for
issuance or sale under the Fourth Amended and Restated Owens-Illinois,Inc. Stock
Purchase and Savings Program, the Second Amended and Restated Owens-Illinois,
Inc. Non-Union Retirement and Savings Plan, the Second Amended and Restated 
Owens-Illinois, Inc. Supplemental Retirement Plan, and the Second Amended and
Restated Owens-Illinois, Inc. Long-Term Savings Plan. The contents of prior Form
S-8 Registration Statement No. 33-43559 relating to said plans are incorporated
herein by reference. 
 
 
                                    PART II 
 
Item 3. Incorporation of Documents by Reference 
 
        The following documents filed with the Securities and Exchange 
Commission by Owens-Illinois, Inc, a Delaware corporation (the "Company"), or
by the Fourth Amended and Restated Owens-Illinois, Inc. Stock Purchase and 
Savings Program, the Second Amended and Restated Owens-Illinois, Inc. Non-Union
Retirement and Savings Plan the Second Amended and Restated Owens-Illinois,Inc.
Supplemental Retirement Plan and the Second Amended and Restated Owens-Illinois,
Inc. Long-Term Savings Plan (collectively, the "Plans"), are incorporated as of
their respective dates in this Registration Statement by reference: 
 
        A.   The Company's Annual Report on Form 10-K for the fiscal year ended
             December 31, 1993; 
 
        B.   All other reports filed by the Company pursuant to Sections 13(a)
             and 15(d) of the Securities Exchange Act of 1934 since December 31,
             1993;  
 
        C.   Description of the Company's Common Stock contained in the 
             Company's Registration Statement on Form S-2 filed with the 
             Commission on October 17, 1991 (No. 33-43224); and 
 
        D.   Each of the Plans' Annual Reports on Form 11-K for the year ended
             December 31, 1993. 
 
        All documents filed by the Company or the Plans pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, are
incorporated by reference in this Registration Statement and are a part hereof
from the date of filing such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statment contained herein or in any other subsequently filed 
document which also is or is deemed to be incorporated by

                                      3
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement. 
 
Item 8. Exhibits 
 
         5.1       Opinion of Latham & Watkins regarding the legality of the 
                   Common Stock being registered. 
 
        23.1       Consent of Independent Auditors. 
 
        23.2       Consent of Latham & Watkins (included in Exhibit 5.1). 
 
        24         Power of Attorney. 

                                      4
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Toledo, State of Ohio, on this 29th day of 
December, 1994. 
                          
                             OWENS-ILLINOIS, INC. 
 
                             By:  /s/ Thomas L. Young              
                                  ------------------------------
                                  Thomas L. Young 
                                  Executive Vice-President
                                  Administration,                     
                                  General Counsel and Secretary 
              
        Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons on behalf of 
Owens-Illinois, Inc. and in the capacities and on the dates indicated. 
 
        Signature                      Title                      
- -------------------          ------------------------- 
Joseph H. Lemieux            Chairman, Chief Executive               
                             Officer and Director 
                             (Principal Executive Officer) 
 
Lee A. Wesselmann            Senior Vice President, Chief    
                             Financial Officer and 
                             Director (Principal Financial 
                             Officer) 
 
David G. Van Hooser          Vice President, Treasurer and   
                             Comptroller (Principal  
                             Accounting Officer) 
 
Michael W. Michelson         Director                        
 
James H. Greene, Jr.         Director                        
 
Edward A. Gilhuly            Director                        
   
John J. McMackin, Jr.        Director                        
   
 
                             By:  /s/ Thomas L. Young 
                                  ---------------------
                                  Thomas L. Young 
                                  Attorney-in-fact 
 
Date:  December 29, 1994

                                      5
Pursuant to the requirements of the Securities Act of 1933, the Plans
have duly caused this Registration Statement to be signed on their behalf by
the undersigned, thereunto duly authorized, in the city of Toledo, State of
Ohio, on this 29th day of December, 1994. 
 
                       FOURTH AMENDED AND RESTATED OWENS-ILLINOIS, INC. STOCK  
                       PURCHASE AND SAVINGS PROGRAM.
 
                       THE SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC. 
                       NON-UNION RETIREMENT AND SAVINGS PLAN. 
 
                       THE SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC. 
                       SUPPLEMENTAL RETIREMENT PLAN. 
 
                       THE SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC. 
                       LONG-TERM SAVINGS PLAN. 
 
 
 
                        By:   Owens-Illinois  
                              Employee Benefits Committee 
                              Plan Administrator 
 
 
                              By:   /s/ D. W. Pennywitt
                                    ---------------------
                                    D. W. Pennywitt 
                                    Chairman 
 
 
                                    /s/ R. D. Lewis               
                                    ---------------------
                                    R. D. Lewis 
                                    Secretary

                                      6
INDEX TO EXHIBITS
EXHIBIT 
- ------- 
  5.1       Opinion of Latham & Watkins regarding the legality                 
            of the Common Stock being registered.  
 
 23.1       Consent of Independent Auditors.                                  
 
 24         Power of Attorney.                                                

                                      7