<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)
                                                           
                       ---------------------------------
 
                             STOCK OPTION PLAN FOR 
 
                        DIRECTORS OF OWENS-ILLINOIS, INC. 
 
                       ---------------------------------
 
 
                                                     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) 
                                                  (cover page continued over)
<PAGE>
                        Calculation of Registration Fee
- -------------------------------------------------------------------------------
                       Amount     Proposed    Proposed
                     of Shares    Maximum     Maximum
Title of Each          to be      Offering    Aggregate     Amount of
Class of Securities  Registered   Price Per   Offering     Registration
to be Registered        (1)       Share (2)    Price           Fee
- -------------------------------------------------------------------------------
Common Stock, 
par value 
$.01 per share (1)    200,000    $  10.8375   $2,167,500     $747.42         
- -------------------------------------------------------------------------------
 
(1)   The Stock Option Plan for Directors of Owens-Illinois, Inc. (the "Plan")
      authorizes the issuance of a maximum of 200,000 shares.  Of such shares,
      36,573 are subject to presently outstanding options granted under the 
      Plan. 
 
(2)   For purposes of computing the registration fee only.  Pursuant to Rule 
      457(c), the Proposed Maximum Offering Price Per Share is based upon (1)
      the exercise price per share of $12.625 of outstanding options for 
      36,573 shares and (2) for the remaining 163,427 shares, 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 
 
Item 1.     Plan Information 
 
            Not required to be filed with this Registration Statement. 
 
Item 2.     Registrant Information and Employee Plan Annual Information 
 
            Not required to be filed with this Registration Statement. 
 
 
                                      PART II 
 
Item 3.     Incorporation of Documents by Reference 
 
            The following documents filed with the Securities and Exchange 
Commission (the "Commission") by Owens-Illinois, Inc, a Delaware corporation 
(the "Company"), are incorporated as of their respective dates in this 
Registration Statement by reference: 
 
            A.   The Company's Annual Report on Form 10-K filed with the 
                 Commission pursuant to Section 13(a) or 15(d) under the 
                 Securities Exchange Act of 1934,as amended (the "Exchange Act")
                 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 Exchange Act since December 31, 1993; 
                 and 
 
            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). 
 
            All documents filed by the Company pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this 
Registration Statement and 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 statement contained herein or in any other subsequently filed 
document which also is or is deemed to be incorporated by 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 4.     Description of Securities 
 
            Not applicable. 


                                      3
<PAGE>

Item 5.     Interests of Named Experts and Counsel

            Not applicable. 
 
Item 6.     Indemnification of Directors and Officers 
 
            Section 145 of the Delaware General Corporation Law provides that
a corporation shall have the power, and in some cases is required, to indemnify 
an agent, including an officer or director, who was or is a party or is 
threatened to be made a party to any proceedings, against certain expenses, 
judgments, fines, settlements and other amounts under certain circumstances. 
Article III, Section 13 of the Company's Bylaws provides for indemnification 
of the Company's officers and directors to the extent permitted by the 
Delaware General Corporation Law, and the Company maintains insurance covering
certain liabilities of the directors and officers of the Company and its 
subsidiaries. 
 
Item 7.     Exemption from Registration Claimed 
 
            Not applicable. 
 
Item 8.     Exhibits 
 
              4.1     Restated Certificate of Incorporation of the Company.  
                      Incorporated by reference to Exhibit No. 3.1 to the 
                      Company's Registration Statement, File No. 33-43224. 
 
              4.2     Bylaws of the Company.  Incorporated by reference to 
                      Exhibit No. 3.2 to the Company's Registration Statement,
                      File No. 33-43224. 
 
             *4.3     Stock Option Plan for Directors of Owens-Illinois, Inc.

             *4.4     Form Stock Option Agreement. 
 
             *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. 
       ______________________ 
            *Filed herewith 
 
Item 9.     Undertakings 
 
          (a)    The undersigned Registrant hereby undertakes: 



                                      4
<PAGE>
                 (1)     To file, during any period in which offers or sales are
                         being made, a post-effective amendment to this 
                         Registration Statement: 
 
                        (i)    To include any prospectus required by Section 
                 10(a)(3) of the Securities Act of 1933; 
 
                        (ii)   To reflect in the prospectus any facts or events 
                 arising after the effective date of this Registration Statement
                 (or the most recent post-effective amendment thereof) which,
                 individually or in the aggregate,represent a fundamental change
                 in the information set forth in the Registration Statement; 
 
                        (iii)  To include any material information with respect 
                 to the plan of distribution not previously disclosed in the 
                 Registration Statement or any material change to such 
                 information in the Registration Statement. 
 
                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 
shall not apply to information contained in periodic reports filed by the 
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that 
are incorporated by reference in this Registration Statement. 
 
                 (2)    That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof. 
 
                 (3)    To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the 
termination of the offering. 
 
          (b)    The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of 
the Exchange Act (and where applicable, each filing of an employee benefit 
plan's annual report pursuant to section 15(d) of the Exchange Act) that is 
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein, and 
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. 
 
          (c)    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such 
indemnification is against public policy as expressed in the Act and is, 
therefore, unenforceable.  In the event that a claim for indemnification 
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the 
registrant in the successful defense of any action, suit or proceeding) is

                                      5
<PAGE>
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by 
the final adjudication of such issue. 















































                                      6
<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                
                                          -------------------------
                                          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 

                                      7
<PAGE>

                              INDEX TO EXHIBITS
 
EXHIBIT 
- -------
  4.3      Stock Option Plan for Directors of Owens-Illinois, Inc. 
 
  4.4      Form Stock Option Agreement. 
 
  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.





































                                      8
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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": "033-57141", "film-number": "94567262"}, "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)
                                                           
                       ---------------------------------
 
                             STOCK OPTION PLAN FOR 
 
                        DIRECTORS OF OWENS-ILLINOIS, INC. 
 
                       ---------------------------------
 
 
                                                     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) 
                                                  (cover page continued over)
Calculation of Registration Fee
- -------------------------------------------------------------------------------
                       Amount     Proposed    Proposed
                     of Shares    Maximum     Maximum
Title of Each          to be      Offering    Aggregate     Amount of
Class of Securities  Registered   Price Per   Offering     Registration
to be Registered        (1)       Share (2)    Price           Fee
- -------------------------------------------------------------------------------
Common Stock, 
par value 
$.01 per share (1)    200,000    $  10.8375   $2,167,500     $747.42         
- -------------------------------------------------------------------------------
 
(1)   The Stock Option Plan for Directors of Owens-Illinois, Inc. (the "Plan")
      authorizes the issuance of a maximum of 200,000 shares.  Of such shares,
      36,573 are subject to presently outstanding options granted under the 
      Plan. 
 
(2)   For purposes of computing the registration fee only.  Pursuant to Rule 
      457(c), the Proposed Maximum Offering Price Per Share is based upon (1)
      the exercise price per share of $12.625 of outstanding options for 
      36,573 shares and (2) for the remaining 163,427 shares, 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 
 
Item 1.     Plan Information 
 
            Not required to be filed with this Registration Statement. 
 
Item 2.     Registrant Information and Employee Plan Annual Information 
 
            Not required to be filed with this Registration Statement. 
 
 
                                      PART II 
 
Item 3.     Incorporation of Documents by Reference 
 
            The following documents filed with the Securities and Exchange 
Commission (the "Commission") by Owens-Illinois, Inc, a Delaware corporation 
(the "Company"), are incorporated as of their respective dates in this 
Registration Statement by reference: 
 
            A.   The Company's Annual Report on Form 10-K filed with the 
                 Commission pursuant to Section 13(a) or 15(d) under the 
                 Securities Exchange Act of 1934,as amended (the "Exchange Act")
                 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 Exchange Act since December 31, 1993; 
                 and 
 
            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). 
 
            All documents filed by the Company pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this 
Registration Statement and 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 statement contained herein or in any other subsequently filed 
document which also is or is deemed to be incorporated by 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 4.     Description of Securities 
 
            Not applicable. 

                                      3
Item 5.     Interests of Named Experts and Counsel

            Not applicable. 
 
Item 6.     Indemnification of Directors and Officers 
 
            Section 145 of the Delaware General Corporation Law provides that
a corporation shall have the power, and in some cases is required, to indemnify 
an agent, including an officer or director, who was or is a party or is 
threatened to be made a party to any proceedings, against certain expenses, 
judgments, fines, settlements and other amounts under certain circumstances. 
Article III, Section 13 of the Company's Bylaws provides for indemnification 
of the Company's officers and directors to the extent permitted by the 
Delaware General Corporation Law, and the Company maintains insurance covering
certain liabilities of the directors and officers of the Company and its 
subsidiaries. 
 
Item 7.     Exemption from Registration Claimed 
 
            Not applicable. 
 
Item 8.     Exhibits 
 
              4.1     Restated Certificate of Incorporation of the Company.  
                      Incorporated by reference to Exhibit No. 3.1 to the 
                      Company's Registration Statement, File No. 33-43224. 
 
              4.2     Bylaws of the Company.  Incorporated by reference to 
                      Exhibit No. 3.2 to the Company's Registration Statement,
                      File No. 33-43224. 
 
             *4.3     Stock Option Plan for Directors of Owens-Illinois, Inc.

             *4.4     Form Stock Option Agreement. 
 
             *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. 
       ______________________ 
            *Filed herewith 
 
Item 9.     Undertakings 
 
          (a)    The undersigned Registrant hereby undertakes: 

                                      4
(1)     To file, during any period in which offers or sales are
                         being made, a post-effective amendment to this 
                         Registration Statement: 
 
                        (i)    To include any prospectus required by Section 
                 10(a)(3) of the Securities Act of 1933; 
 
                        (ii)   To reflect in the prospectus any facts or events 
                 arising after the effective date of this Registration Statement
                 (or the most recent post-effective amendment thereof) which,
                 individually or in the aggregate,represent a fundamental change
                 in the information set forth in the Registration Statement; 
 
                        (iii)  To include any material information with respect 
                 to the plan of distribution not previously disclosed in the 
                 Registration Statement or any material change to such 
                 information in the Registration Statement. 
 
                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 
shall not apply to information contained in periodic reports filed by the 
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that 
are incorporated by reference in this Registration Statement. 
 
                 (2)    That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof. 
 
                 (3)    To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the 
termination of the offering. 
 
          (b)    The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of 
the Exchange Act (and where applicable, each filing of an employee benefit 
plan's annual report pursuant to section 15(d) of the Exchange Act) that is 
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein, and 
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. 
 
          (c)    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such 
indemnification is against public policy as expressed in the Act and is, 
therefore, unenforceable.  In the event that a claim for indemnification 
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the 
registrant in the successful defense of any action, suit or proceeding) is

                                      5
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by 
the final adjudication of such issue. 

                                      6
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                
                                          -------------------------
                                          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 

                                      7
INDEX TO EXHIBITS
 
EXHIBIT 
- -------
  4.3      Stock Option Plan for Directors of Owens-Illinois, Inc. 
 
  4.4      Form Stock Option Agreement. 
 
  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.

                                      8