<PAGE>
As filed with the Securities and Exchange Commission on November 16, 1998
                                              Registration No. 333-________
                                                                              

                   SECURITIES AND EXCHANGE COMMISSION
                         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
     (State or other jurisdiction of incorporation or organization)

                               22-2781933
                 (I.R.S. Employer Identification No.)

                               One SeaGate
                              Toledo, Ohio
               (Address of principal executive offices)

                                 43666
                              (Zip Code)
                                                      

            FIFTH AMENDED AND RESTATED OWENS-ILLINOIS, INC. 
                   STOCK PURCHASE AND SAVINGS PROGRAM

                                   AND

            FOURTH AMENDED AND RESTATED OWENS-ILLINOIS, INC.
                         LONG-TERM SAVINGS PLAN

                                   AND

          OWENS-ILLINOIS DE PUERTO RICO LONG-TERM SAVINGS PLAN
                              


         THOMAS L. YOUNG, ESQ.                           Copy to:
   Executive Vice President, General                 ROBERT A. KOENIG
         Counsel and Director                        Latham & Watkins
         Owens-Illinois, Inc.                      633 West Fifth Street
             One SeaGate                                Suite 4000
         Toledo, Ohio 43666                   Los Angeles, California  90071
           (419) 247-5000                             (213) 485-1234
 (Name, address, including zip code,
 and telephone number, including area
     code, of agent for service)


(continued on next page)
<PAGE>
(continuation of cover page)

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
                                  Proposed
Title of Each        Amount        Maximum        Proposed
  Class of         of Shares      Offering         Maximum
 Securities          to be          Price        Aggregate         Amount of
   to be           Registered        Per          Offering       Registration
 Registered           (1)         Share (2)         Price            Fee     
-------------      ----------     ---------      ---------       ------------
Common Stock,
par value
$.01 per
share (1)           4,000,000        $31.50     $126,000,000       $35,028.00
=============================================================================

(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 Fifth Amended and
     Restated Owens-Illinois, Inc. Stock Purchase and Savings Program, Fourth
     Amended and Restated Owens-Illinois, Inc. Long-Term Savings Plan
     (successor to the Second Amended and Restated Owens-Illinois, Inc.
     Non-Union Retirement and Savings Plan and the Second Amended and Restated
     Owens-Illinois, Inc. Supplemental Retirement Plan) and Owens-Illinois de
     Puerto Rico Long-Term Savings Plan (collectively, the "Plans").

(2)  For purposes of computing the registration fee only.  Pursuant to Rule
     457(h), the Proposed Maximum Offering Price Per Share is based on the
     average of the high and low prices for the Company's Common Stock as
     reported on the New York Stock Exchange on November 10, 1998.























<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" or the "Registrant"), 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, 1997;

         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, 1997; and

         C.  Description of the Company's Common Stock contained in the
             Company's Registration Statement on Form 8-A filed with the
             Commission on December 3, 1991, as amended.

         All documents filed by the Company 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 of 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

         See item 3.C. above.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

                                      1
<PAGE>
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 
         Registrant's Bylaws provides for indemnification of the Registrant's
         officers and directors to the extent permitted by the Delaware 
         General Corporation Law, and the Registrant maintains insurance 
         covering certain liabilities of the directors and officers of the 
         Registrant and its subsidiaries.  

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

       5.1    Internal Revenue Service determination letter (see Item 9(d)).

     *23.1    Consent of Ernst & Young LLP.

     *23.2    Consent of McCarter & English L.L.P.

     *23.3    Consent of Ernst & Young.

      24      Power of Attorney (included on page 4).

         * Filed herewith

Item 9.  Undertakings

         (a)  The undersigned Registrant hereby undertakes:

              (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 (the "Act");

                   (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;

                                      2
<PAGE>
         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 Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.

              (2)  That, for the purpose of determining any liability under
         the Act, 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 Act, each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 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 Act
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 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.

         (d)  Pursuant to Item 8(b) of Form S-8, in lieu of an Internal
Revenue Service ("IRS") determination letter that the Plans are qualified
under Section 401 of the Internal Revenue Code of 1986, as amended, the
undersigned Registrant hereby undertakes to submit the Plans and any
amendments thereto to the IRS in a timely manner and will make all changes
required by the IRS to qualify the Plans.








                                      3
<PAGE>
                                  SIGNATURES

         Pursuant to the requirements of the Act, 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 16th day of
November, 1998.


                                          OWENS-ILLINOIS, INC.



                                          By:/s/ Thomas L. Young        
                                             ----------------------------
                                             Thomas L. Young
                                             Executive Vice President, 
                                             General Counsel and Director


         Pursuant to the requirements of the Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.  Each person whose signature appears below hereby authorizes Thomas
L. Young and David G. Van Hooser, and each of them, as attorney-in-fact, with
full power of substitution, to sign on his behalf, individually and in such
capacity stated below, and to file any amendments, including post-effective
amendments or supplements, to this Registration Statement.


        Signature                        Title                    Date       
-------------------------     ----------------------------  -----------------
/s/ Joseph H. Lemieux         Chairman, Chief Executive     November 16, 1998
-------------------------     Officer and Director
Joseph H. Lemieux             (Principal Executive Officer) 


/s/ David G. Van Hooser       Senior Vice President and     November 16, 1998
-------------------------     Chief Financial Officer
David G. Van Hooser           (Principal Financial and
                              Accounting Officer)


/s/ Edward A. Gilhuly         Director                      November 16, 1998
-------------------------
Edward A. Gilhuly


/s/ James H. Greene, Jr.      Director                      November 16, 1998
-------------------------
James H. Greene, Jr.


/s/ Robert J. Lanigan         Director                      November 16, 1998
-------------------------
Robert J. Lanigan

                                      4
<PAGE>
/s/ John J. McMackin, Jr.    Director                       November 16, 1998
-------------------------
John J. McMackin, Jr.


/s/ Michael W. Michelson      Director                      November 16, 1998
-------------------------
Michael W. Michelson


/s/ George R. Roberts         Director                      November 16, 1998
-------------------------
George R. Roberts


/s/ Thomas L. Young           Director                      November 16, 1998
-------------------------
Thomas L. Young



































                                      5
<PAGE>
         Pursuant to the requirements of the Act, 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 16th
day of November, 1998.

                            FIFTH AMENDED AND RESTATED OWENS-ILLINOIS, INC.
                            STOCK PURCHASE AND SAVINGS PROGRAM
                               
                            FOURTH AMENDED AND RESTATED OWENS-ILLINOIS, INC.
                            LONG-TERM SAVINGS PLAN
                               
                            OWENS-ILLINOIS DE PUERTO RICO LONG-TERM
                            SAVINGS PLAN
                               
                            By:   Owens-Illinois, Inc.
                                  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          Internal Revenue Service determination letter (see 
             Item 9(d)).                                                 
*23.1        Consent of Ernst & Young LLP.
*23.2        Consent of McCarter & English L.L.P.
*23.3        Consent of Ernst & Young.
24           Power of Attorney (included on page 4).                     

             * Filed herewith
[{"type": "S-8", "sequence": "1", "description": "O-I, INC. FORM S-8", "secsgml_size_bytes": 16531}]
{"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": "333-67377", "film-number": "98753458"}, "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"}}
As filed with the Securities and Exchange Commission on November 16, 1998
                                              Registration No. 333-________
                                                                              

                   SECURITIES AND EXCHANGE COMMISSION
                         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
     (State or other jurisdiction of incorporation or organization)

                               22-2781933
                 (I.R.S. Employer Identification No.)

                               One SeaGate
                              Toledo, Ohio
               (Address of principal executive offices)

                                 43666
                              (Zip Code)
                                                      

            FIFTH AMENDED AND RESTATED OWENS-ILLINOIS, INC. 
                   STOCK PURCHASE AND SAVINGS PROGRAM

                                   AND

            FOURTH AMENDED AND RESTATED OWENS-ILLINOIS, INC.
                         LONG-TERM SAVINGS PLAN

                                   AND

          OWENS-ILLINOIS DE PUERTO RICO LONG-TERM SAVINGS PLAN
                              

         THOMAS L. YOUNG, ESQ.                           Copy to:
   Executive Vice President, General                 ROBERT A. KOENIG
         Counsel and Director                        Latham & Watkins
         Owens-Illinois, Inc.                      633 West Fifth Street
             One SeaGate                                Suite 4000
         Toledo, Ohio 43666                   Los Angeles, California  90071
           (419) 247-5000                             (213) 485-1234
 (Name, address, including zip code,
 and telephone number, including area
     code, of agent for service)

(continued on next page)
(continuation of cover page)

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
                                  Proposed
Title of Each        Amount        Maximum        Proposed
  Class of         of Shares      Offering         Maximum
 Securities          to be          Price        Aggregate         Amount of
   to be           Registered        Per          Offering       Registration
 Registered           (1)         Share (2)         Price            Fee     
-------------      ----------     ---------      ---------       ------------
Common Stock,
par value
$.01 per
share (1)           4,000,000        $31.50     $126,000,000       $35,028.00
=============================================================================

(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 Fifth Amended and
     Restated Owens-Illinois, Inc. Stock Purchase and Savings Program, Fourth
     Amended and Restated Owens-Illinois, Inc. Long-Term Savings Plan
     (successor to the Second Amended and Restated Owens-Illinois, Inc.
     Non-Union Retirement and Savings Plan and the Second Amended and Restated
     Owens-Illinois, Inc. Supplemental Retirement Plan) and Owens-Illinois de
     Puerto Rico Long-Term Savings Plan (collectively, the "Plans").

(2)  For purposes of computing the registration fee only.  Pursuant to Rule
     457(h), the Proposed Maximum Offering Price Per Share is based on the
     average of the high and low prices for the Company's Common Stock as
     reported on the New York Stock Exchange on November 10, 1998.
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" or the "Registrant"), 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, 1997;

         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, 1997; and

         C.  Description of the Company's Common Stock contained in the
             Company's Registration Statement on Form 8-A filed with the
             Commission on December 3, 1991, as amended.

         All documents filed by the Company 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 of 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

         See item 3.C. above.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

                                      1
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 
         Registrant's Bylaws provides for indemnification of the Registrant's
         officers and directors to the extent permitted by the Delaware 
         General Corporation Law, and the Registrant maintains insurance 
         covering certain liabilities of the directors and officers of the 
         Registrant and its subsidiaries.  

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

       5.1    Internal Revenue Service determination letter (see Item 9(d)).

     *23.1    Consent of Ernst & Young LLP.

     *23.2    Consent of McCarter & English L.L.P.

     *23.3    Consent of Ernst & Young.

      24      Power of Attorney (included on page 4).

         * Filed herewith

Item 9.  Undertakings

         (a)  The undersigned Registrant hereby undertakes:

              (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 (the "Act");

                   (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;

                                      2
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 Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.

              (2)  That, for the purpose of determining any liability under
         the Act, 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 Act, each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 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 Act
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 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.

         (d)  Pursuant to Item 8(b) of Form S-8, in lieu of an Internal
Revenue Service ("IRS") determination letter that the Plans are qualified
under Section 401 of the Internal Revenue Code of 1986, as amended, the
undersigned Registrant hereby undertakes to submit the Plans and any
amendments thereto to the IRS in a timely manner and will make all changes
required by the IRS to qualify the Plans.

                                      3
SIGNATURES

         Pursuant to the requirements of the Act, 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 16th day of
November, 1998.

                                          OWENS-ILLINOIS, INC.

                                          By:/s/ Thomas L. Young        
                                             ----------------------------
                                             Thomas L. Young
                                             Executive Vice President, 
                                             General Counsel and Director

         Pursuant to the requirements of the Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.  Each person whose signature appears below hereby authorizes Thomas
L. Young and David G. Van Hooser, and each of them, as attorney-in-fact, with
full power of substitution, to sign on his behalf, individually and in such
capacity stated below, and to file any amendments, including post-effective
amendments or supplements, to this Registration Statement.

        Signature                        Title                    Date       
-------------------------     ----------------------------  -----------------
/s/ Joseph H. Lemieux         Chairman, Chief Executive     November 16, 1998
-------------------------     Officer and Director
Joseph H. Lemieux             (Principal Executive Officer) 

/s/ David G. Van Hooser       Senior Vice President and     November 16, 1998
-------------------------     Chief Financial Officer
David G. Van Hooser           (Principal Financial and
                              Accounting Officer)

/s/ Edward A. Gilhuly         Director                      November 16, 1998
-------------------------
Edward A. Gilhuly

/s/ James H. Greene, Jr.      Director                      November 16, 1998
-------------------------
James H. Greene, Jr.

/s/ Robert J. Lanigan         Director                      November 16, 1998
-------------------------
Robert J. Lanigan

                                      4
/s/ John J. McMackin, Jr.    Director                       November 16, 1998
-------------------------
John J. McMackin, Jr.

/s/ Michael W. Michelson      Director                      November 16, 1998
-------------------------
Michael W. Michelson

/s/ George R. Roberts         Director                      November 16, 1998
-------------------------
George R. Roberts

/s/ Thomas L. Young           Director                      November 16, 1998
-------------------------
Thomas L. Young

                                      5
Pursuant to the requirements of the Act, 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 16th
day of November, 1998.

                            FIFTH AMENDED AND RESTATED OWENS-ILLINOIS, INC.
                            STOCK PURCHASE AND SAVINGS PROGRAM
                               
                            FOURTH AMENDED AND RESTATED OWENS-ILLINOIS, INC.
                            LONG-TERM SAVINGS PLAN
                               
                            OWENS-ILLINOIS DE PUERTO RICO LONG-TERM
                            SAVINGS PLAN
                               
                            By:   Owens-Illinois, Inc.
                                  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          Internal Revenue Service determination letter (see 
             Item 9(d)).                                                 
*23.1        Consent of Ernst & Young LLP.
*23.2        Consent of McCarter & English L.L.P.
*23.3        Consent of Ernst & Young.
24           Power of Attorney (included on page 4).                     

             * Filed herewith