August 1, 1996
VIA EDGAR
- ---------

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ref:  Owens Corning
      Registration Statement on Form S-8
      ----------------------------------
      
Ladies and Gentlemen:

On behalf of Owens Corning (the "Company"), I am
attaching hereto  for  electronic  filing via  the
Electronic  Data Gathering   Analysis  and  Retrieval
System   under   the Securities  Act  of  1933,  as
amended,  a  copy   of   a Registration  Statement  on
Form  S-8  relating  to   the registration,  in
connection  with  the  Company's  Stock Performance
Incentive Plan, of 4,000,000  shares  of  the
Company's Common Stock, par value $.10 per share
("Covered Shares"),   each  of  which  Covered  Shares
includes a  Preferred  Share Purchase Right relating
to the Company's Series A Participating Preferred Stock, no
par value.

Please call me at 419-248-6409 with any questions you
may have concerning the Registration Statement.

Very truly yours,



\s\ Rodney A. Nowland
- --------------------
Rodney A. Nowland
Assistant Secretary

cc:  Ontario Securities Commission













As filed with the Securities and Exchange
                          Commission on August 1, 1996
                          
                          
                                       Registration No.
           

           SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549
          
                         FORM S-8
                  REGISTRATION STATEMENT
                          UNDER
                THE SECURITIES ACT OF 1933
                          
                      OWENS CORNING
   (Exact name of issuer as specified in its charter)
                          
          Delaware                          34-4323452
   (State or other jurisdiction           (I.R.S. Employer
        of incorporation or                Identification
           organization)                      Number)

             Owens Corning World Headquarters
                  Toledo, Ohio 43659 
          (Address of Principal Executive Offices
                   including Zip Code)
            
            STOCK PERFORMANCE INCENTIVE PLAN
                 (Full title of the plan)
           
               Christian L. Campbell, Esq.
    Senior Vice President, General Counsel and Secretary 
                      Owens Corning
             Owens Corning World Headquarters
                   Toledo, Ohio 43659
        (Name and address of agent for service)
                           
                     (419)248-8000
(Telephone number, including area code, for agent for service)

            Calculation of Registration Fee
<TABLE>
                                   
                               Proposed     Proposed  
 Title of                      Maximum      Maximum
 Securities     Amount         Offering     Aggregate        Amount of
 to be          to be          Price Per    Offering         Registration
 Registered     Registered     Share        Price            Fee
 ----------     ----------     ---------    ---------        ------------
 <S>           <C>             <C>          <C>              <C>
 Common Stock
 par value
 $.10 per       4,000,000
 share          shares (1)     $38.4375(2)  $153,750,000(2)   $ 53,017.24

 Preferred
 Share
 Purchase       4,000,000
 Rights         rights (1)     None    (3)   None       (3)           (3)
</TABLE>
        

                                  -2-
                           
(1) Plus such indeterminable number of additional shares and 
    rights as may be required to be issued in the event of an 
    adjustment as a result of an increase in the number of 
    issued shares of Common Stock of the Company resulting 
    from a subdivision of such shares, the payment of a stock 
    dividend or certain other capital adjustments.
    
(2) Estimated solely for the purpose of calculating the 
    registration fee.  The registration fee is being computed 
    in accordance with Rules 457(c) and 457(h), based upon an 
    assumed price of $38.4375 per share, the average of the 
    high and low price on the New York Stock Exchange Composite 
    Tape on July 29, 1996.
    
(3) Any value attributable to the Preferred Share Purchase Rights 
    is reflected in the value of the Common Stock.  Because no 
    separate consideration is paid for the Preferred Share Purchase 
    Rights, the registration fee for such securities is
    included in the fee for the Common Stock.
            
                         -3-
                           
                        PART II
                           
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                           
                           
Item 3.   Incorporation of Documents by Reference
  
    The following documents, heretofore filed by Owens Corning 
(the "Company" or the "Registrant") with the Securities and 
Exchange Commission (the "Commission") pursuant to the Securities 
Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

        (1)  The Company's annual report on Form 10-K (File No. 1-3660) 
            for the year ended December 31, 1995.
        
        (2)  The Company's quarterly report on Form 10-Q 
            (File No. 1-3660) for the quarter ended March 31, 1996.
        
        (3)  The Company's current report on Form 8-K (File No. 1-3660), 
            dated June 20, 1996.
         
        (4)  The description of the Common Stock, par value $.10 
            per share, contained in a registration statement filed 
            under the Exchange Act, including any amendment or
            report filed for the purpose of updating such description.
        
   All documents subsequently filed by the Company pursuant to Section 
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all such securities then 
remaining unsold, shall be deemed to be incorporated by reference in 
this Registration Statement and to be part hereof from the respective
dates of filing of such documents.

Item 4.   Description of Common Stock

   Not applicable.

Item 5.   Interests of Named Experts and Counsel

   Christian L. Campbell, Esq., who has provided an opinion concerning 
the legality of the securities to be offered under the Plan, is 
Senior Vice President, General Counsel and Secretary of the Company. 
As of June 30, 1996, Mr. Campbell was a direct or indirect owner of 
7,483 shares of Common Stock and 44,500 options to buy shares of 
Common Stock, 10,833 of which were currently exercisable.
                         

                               -4-
                           
Item 6.   Indemnification of Directors and Officers

   A.  Reference is made to Section 102(b)(7) of the
General Corporation Law of the State of Delaware as to
the limitation of personal liability of directors and
officers and to Section 145 of the General Corporation
Law of the State of Delaware as to indemnification by
the Company of its directors and officers.
B.  Article FOURTEENTH of the Company's Certificate of
Incorporation, as amended, provides as follows with
respect to the indemnification of the Company's
directors and officers and the limitation of personal
liability of its directors and officers:

    FOURTEENTH:  The corporation shall indemnify to
    the full extent authorized or permitted by law any
    person made, or threatened to be made, a party to
    any action or proceeding (whether civil or
    criminal or otherwise) by reason of the fact that
    he, his testator or intestate, is or was a
    director or officer of the corporation or by
    reason of the fact that such director or officer,
    at the request of the corporation, is or was
    serving any other corporation, partnership, joint
    venture, trust, employee benefit plan or other
    enterprise, in any capacity.  Nothing contained
    herein shall affect any rights to indemnification
    to which employees other than directors and
    officers may be entitled by law. No director of
    the corporation shall be personally liable to the
    corporation or its stockholders for monetary
    damages for any breach of fiduciary duty by such a
    director as a director.  Notwithstanding the
    foregoing sentence, a director shall be liable to
    the extent provided by applicable law (i) for any
    breach of the director's duty of loyalty to the
    corporation or its stockholders, (ii) for acts or
    omissions not in good faith or which involve
    intentional misconduct or a knowing violation of
    law, (iii) pursuant to Section 174 of the Delaware
    General Corporation Law, or (iv) for any
    transaction from which such director derived an
    improper personal benefit.  No amendment to or
    repeal of this Article FOURTEENTH shall apply to
    or have any effect on the liability or alleged
    liability of any director of the corporation for
    or with respect to any acts or omissions of such
    director occurring prior to such amendment.
  C.  Article IX of the Company's By-Laws provides as
follows with respect to the indemnification of the
Company's directors and officers:

    The Corporation shall, to the fullest extent
    permitted by applicable law from time to time in
    effect (but, in the case of any amendment of such
    law, only to the extent that such amendment
    permits the Corporation to provide broader
    indemnification rights than such law permitted the
    Corporation to provide prior to such amendment),
    indemnify any and all persons who may serve or who
    have served at any time as directors or officers
    of the Corporation, or who at the request of the
    Corporation may serve or at any time have served
    as directors, officers, employees or agents of
    another corporation (including subsidiaries of the
    Corporation) or of any partnership, joint venture,
    trust or other enterprise, and any directors or
    officers of the Corporation who at the request of
    the Corporation may serve or at any time have
    served as agents or
    fiduciaries of an employee benefit plan of the
    Corporation or any of its subsidiaries, from and
    against any and all of the expenses, liabilities or
    other matters referred to in or covered by law
    whether the basis of such proceeding is alleged
    action in an official capacity as a director,
    officer, employee or agent or in any other capacity
    while serving as a director, officer,
    
                        -5-
                          
    employee or agent.  The Corporation may also
    indemnify any and all other persons whom it shall
    have power to indemnify under any applicable law from
    time to time in effect to the extent permitted by
    such law. The indemnification provided by this
    Article IX shall not be deemed exclusive of any other
    rights to which any person may be entitled under any
    provision of the Certificate of Incorporation, other
    By-Law, agreement, vote of stockholders or
    disinterested directors, or otherwise, both as to
    action in an official capacity and as to action in
    another capacity while holding such office, and shall
    be contract rights and continue as to a person who
    has ceased to be a director, officer, employee or
    agent and shall inure to the benefit of the heirs,
    executors and administrators of such a person.

If a claim under this Article IX is not paid in full
    by the Corporation within sixty days after a written
    claim has been received by the Corporation, except in
    the case of a claim for an advancement of expenses,
    in which case the applicable period shall be twenty
    days, the director or officer may at any time
    thereafter bring suit against the Corporation to
    recover the unpaid amount of the claim.  If
    successful in whole or in part in any such suit, or
    in a suit brought by the Corporation to recover an
    advancement of expenses pursuant to the terms of an
    undertaking, the director or officer shall be
    entitled to be paid also the expense of prosecuting
    or defending such suit.  In (i) any suit brought by
    the director or officer to enforce a right to
    indemnification hereunder (but not in a
    suit brought by the director or officer to enforce a
    right to an advancement of expenses) it shall be a
    defense that, and (ii) any suit by the Corporation to
    recover an advancement of expenses pursuant to the
    terms of an undertaking, the Corporation shall be
    entitled to recover such expenses upon a final
    adjudication that, the director or officer has not
    met any applicable standard for indemnification set
    forth in the Delaware General Corporation Law.
    Neither the failure of the Corporation (including its
    Board of Directors, independent legal counsel, or its
    stockholders) to have made a determination prior to
    the commencement of such suit that indemnification of
    the director or officer is proper in the
    circumstances because the director or officer has met
    the applicable standard of conduct set forth in the
    Delaware General Corporation Law, nor an actual
    determination by the Corporation (including its
    Board, independent legal counsel, or its
    stockholders) that the director or officer has not
    met such applicable standard of conduct, shall create
    a presumption that the director or officer has not
    met the applicable standard of conduct or,
    in the case of such a suit brought by the director or
    officer, be a defense to such suit.  In any suit
    brought by the director or officer to enforce a right
    to indemnification or to an advancement of expenses
    hereunder, or by the Corporation to recover an
    advancement of expenses pursuant to the terms of an
    undertaking, the burden of proving that the director
    or officer is not entitled to be indemnified, or to
    such advancement of expenses, under this Article IX
    or otherwise shall be on the Corporation.
   
 The indemnification provided in this Article IX shall
    inure to each person referred to herein, whether or
    not the person is serving in any of the enumerated
    capacities at the time such expenses (including
    attorneys' fees), judgments, fines or amounts paid in
    settlement are imposed or incurred, and whether or
    not the claim asserted against him is based on
    matters which antedate the adoption of this Article
    IX.  None of the provisions of this Article IX shall
    be construed as a limitation upon the right of the
    Corporation to exercise its general power to enter
    into a contract or understanding of indemnity with a

                           -6-
                            
     director, officer, employee, agent or any other
    person in any proper case not provided for herein.
    Each person who shall act or have acted as a director
    or officer of the Corporation shall be deemed to be
    doing so in reliance upon such right of
    indemnification.
    For purposes of this Article IX, the term
    "Corporation" shall include constituent corporations
    referred to in subsection (h) of Section 145 of the
    General Corporation Law of the State of Delaware (or
    any similar provision of applicable law at the time
    in effect).

 D.  The Company has entered into an Indemnity Agreement
with each member of the Company's Board of Directors.
Each Indemnity Agreement provides, among other things,
that in the event the director was, is or becomes a
party, witness or other participant in a Claim (as
defined in the
Indemnity Agreement) by reason of (or arising in part out
of) an Indemnifiable Event (as defined in the Indemnity
Agreement), the Company is required to indemnify the
director to the fullest extent authorized by the
Company's By-Laws as in effect on the date of the
Indemnification Agreement notwithstanding any subsequent
amendment, repeal or modification of such By-Laws,
against any and all expenses, judgments, fines, penalties
and amounts paid in settlement of such Claim. The
Indemnity Agreement requires that the Company advance to
the director all expenses relating to Claims and contains
an undertaking by the director to reimburse the Company
for any such advances that are subsequently determined in
a final judicial determination to have been impermissible
under applicable law.

    E.  The directors and officers of the Company are
covered by insurance policies, maintained by the Company
at its expense, insuring the directors and officers
against certain liabilities which might be incurred by
them in such capacities, including liabilities arising
under the Securities Act of 1933.

Item 7.   Exemption from Registration Claimed

   Not applicable.

                          -7-

Item 8.   Exhibits
<TABLE>
   <S>             <C>  
   Exhibit No.     Description
   -----------     -----------

   4 (a)           Certificate of Incorporation of the Registrant, 
                   as amended (incorporated by reference to
                   Exhibit (3) to Registrant's annual report on
                   Form 10-K (File No. 13660) for the fiscal year 
                   ended December 31, 1995).
                    
   4 (b)           By-laws of the Registrant, as amended 
                   (incorporated by reference to Exhibit (3) to 
                   Registrant's annual report on Form 10-K (File No.
                   1-3660) for the fiscal year ended December 31, 1995).
                    
   4 (c)           Specimen Certificate of Common Stock of the Registrant 
                   (filed herewith).
                    
   4 (d)           Rights Agreement (incorporated by reference to
                   Exhibit 1 to Registrant's Registration Statement
                   on Form 8-A (File No. 1-3660), dated December 23, 1986).
                    
   4 (e)           Copy of Certificate of Designation of Series A
                   Participating Preferred Stock (incorporated by
                   reference to Exhibit A to the Rights Agreement,
                   which is Exhibit 1 to Registrant's Registration
                   Statement on Form 8-A (File No. 1-3660), dated 
                   December 23, 1986).
                    
   4 (f)           Copy of Certificate of Increase of Designation of 
                   Series A Participating Preferred Stock
                   (incorporated by reference to Exhibit 4(f) to 
                   Registrant's Registration Statement on Form S-3,
                   Registration No. 33-55163).
                    
   5               Opinion of counsel as to the legality of the
                   securities being registered (filed herewith).
                    
   23 (a)          Consent of Arthur Andersen LLP, independent public 
                   accountants (filed herewith).
                    
   23 (b)          Consent of counsel (included in Exhibit 5).
                   24 Powers of Attorney (included on signature page).

                           -8-
                            
Item 9.   Undertakings

   (a)  Rule 415 Offering.  The undersigned Registrant hereby undertakes:

         (1)   To file, during any period in which offers or sales 
           are being made, a posteffective amendment to this Registration 
           Statement:

                (i)  To include any prospectus required by Section 10 (a)
                  (3) of the Securities Act;
                
                (ii) To reflect in the prospectus any facts or events 
                   arising after the effective date of the 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.  Notwithstanding the
                   foregoing, any increase or decrease in volume of 
                   securities offered (if the total dollar value of
                   securities offered would not exceed that which was 
                   registered) and any deviation from the low or high 
                   end of the estimated maximum offering range may be
                   reflected in the form of prospectus filed with the
                   Commission pursuant to Rule 424(b) under the Securities 
                   Act if, in the aggregate, the changes in volume and 
                   price represent no more than a 20% change in the
                   maximum aggregate offering price set forth in the 
                   "Calculation of Registration Fee" table in the effective 
                   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) do not apply if the information required
                   to be included in a post effective amendment by those
                   paragraphs is 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 the Registration Statement.
    
        (2)   That, for the purpose of determining any liability 
          under the Securities 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; and
    
        (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.
          
                                -9-

   (b)  Subsequent Exchange Act Documents.  The undersigned
     Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, 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 the Registration Statement
     shall be deemed to be a new registration statement relating
     to the securities offered therein, and the offering of such
     securities at the time shall be deemed to be the initial
     bona fide offering thereof.

   (c)  Indemnification.  Insofar as indemnification for
     liabilities arising under the Securities 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 Securities and Exchange Commission such
     indemnification is against public policy as expressed in the
     Securities 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 Securities Act and will be governed by the final
     adjudication of such issue.


                            -10-
                              
                        SIGNATURES

   The Registrant.  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 the 31st day of July, 1996.

                Owens Corning
                By: /s/ Gregory M. Thomson 
                    ---------------------
                Name:   Gregory M. Thomson
                Title:  Senior Vice President -
                        Human Resources
   KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Christian
L. Campbell, David W. Devonshire, Gregory M. Thomson, and
each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement and to each Registration
Statement amended hereby, and to file the same, with all
exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
   
    Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates
indicated.
    
                          -11-

</TABLE>
<TABLE>
Signatures                   Title                         Date
- ----------                   -----                         -----
<S>                          <C>                           <C>
                     
                             Chairman of the Board and                    
 /s/ Glen H. Hiner           Chief Executive Officer       July 31, 1996
- --------------------------   (Principal Executive
(Glen H. Hiner)              Officer) and Director

                             Senior Vice President
/s/ David W. Devonshire      and Chief Financial           July 22, 1996
- --------------------------   Officer (Principal
(David W. Devonshire)        Financial Officer) and
                             Controller (Interim)
                 
/s/ Norman P. Blake, Jr.     Director                      July 31, 1996
- --------------------------
(Norman P. Blake, Jr.)

                                
/s/ William W. Colville      Director                      July 19, 1996
- --------------------------
(William W. Colville)

/s/ John H. Dasburg          Director                      July 31, 1996
- --------------------------
(John H. Dasburg)


/s/ Landon Hilliard          Director                      July 19, 1996
- --------------------------
(Landon Hilliard)


/s/ Sir Trevor Holdsworth    Director                      July 22, 1996
- --------------------------
(Sir Trevor Holdsworth)


/s/ Jon M. Huntsman, Jr.     Director                      July 19, 1996
- --------------------------
(Jon M. Huntsman, Jr.)


/s/ Ann Iverson              Director                      July 31, 1996
- --------------------------
(Ann Iverson)

/s/ W. Walker Lewis          Director                   July 31, 1996
- --------------------------
(W. Walker Lewis)

/s/ Furman C. Moseley, Jr.   Director                      July 22, 1996
- --------------------------
(Furman C. Moseley, Jr.)

/s/ W. Ann Reynolds          Director                      July 19, 1996
- --------------------------            
(W. Ann Reynolds)
</TABLE>



                           -12-

                       EXHIBIT INDEX

<TABLE>

   Exhibit No.        Description
   -----------        -----------
   <S>                <C>
   4(a)               Certificate of Incorporation of the Registrant, as
                      amended (incorporated by reference to Exhibit (3)
                      to Registrant's annual report on Form 10-K (File
                      No. 1-3660) for the fiscal year ended December 31, 1995).

   4(b)               By-laws of the Registrant, as amended (incorporated
                      by reference to Exhibit (3) to Registrant's annual 
                      report on Form 10-K (File No. 1-3660) for the fiscal 
                      year ended December 31, 1995).
               
   4(c)               Specimen Certificate of Common Stock of the
                      Registrant (filed herewith).

   4(d)               Rights Agreement (incorporated by reference to 
                      Exhibit 1 to Registrant's Registration Statement
                      on Form 8-A (File No. 1-3660), dated December 23, 1986).
               
   4(e)               Copy of Certificate of Designation of Series A 
                      Participating Preferred Stock (incorporated by 
                      reference to Exhibit A to the Rights Agreement, 
                      which is Exhibit 1 to Registrant's Registration
                      Statement on Form 8-A (File No. 1-3660), dated
                      December 23, 1986).
               
   4(f)               Copy of Certificate of Increase of Designation of 
                      Series A Participating Preferred Stock (incorporated 
                      by reference to Exhibit 4(f) to Registrant's
                      Registration Statement on Form S-3, Registration 
                      No. 33-55163).
               
   5                  Opinion of counsel as to the legality of the 
                      securities being registered (filed herewith).
               
   23(a)              Consent of Arthur Andersen LLP, independent public 
                      accountants (filed herewith).
            
   23(b)              Consent of counsel (included in Exhibit 5).
            
   24                 Powers of Attorney (included on signature page).
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 30999}]
{"company-data": {"conformed-name": "OWENS CORNING", "cik": "0000075234", "assigned-sic": "3290", "irs-number": "344323452", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09367", "film-number": "96602430"}, "business-address": {"street1": "FIBERGLASS TOWER", "city": "TOLEDO", "state": "OH", "zip": "43659", "phone": "4192488000"}, "mail-address": {"street1": "FIBERGLASS TOWER", "city": "TOLEDO", "state": "OH", "zip": "43659"}, "former-company": {"former-conformed-name": "OWENS CORNING FIBERGLAS CORP", "date-changed": "19920703"}}
August 1, 1996
VIA EDGAR
- ---------

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ref:  Owens Corning
      Registration Statement on Form S-8
      ----------------------------------
      
Ladies and Gentlemen:

On behalf of Owens Corning (the "Company"), I am
attaching hereto  for  electronic  filing via  the
Electronic  Data Gathering   Analysis  and  Retrieval
System   under   the Securities  Act  of  1933,  as
amended,  a  copy   of   a Registration  Statement  on
Form  S-8  relating  to   the registration,  in
connection  with  the  Company's  Stock Performance
Incentive Plan, of 4,000,000  shares  of  the
Company's Common Stock, par value $.10 per share
("Covered Shares"),   each  of  which  Covered  Shares
includes a  Preferred  Share Purchase Right relating
to the Company's Series A Participating Preferred Stock, no
par value.

Please call me at 419-248-6409 with any questions you
may have concerning the Registration Statement.

Very truly yours,

\s\ Rodney A. Nowland
- --------------------
Rodney A. Nowland
Assistant Secretary

cc:  Ontario Securities Commission

As filed with the Securities and Exchange
                          Commission on August 1, 1996
                          
                          
                                       Registration No.
           

           SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549
          
                         FORM S-8
                  REGISTRATION STATEMENT
                          UNDER
                THE SECURITIES ACT OF 1933
                          
                      OWENS CORNING
   (Exact name of issuer as specified in its charter)
                          
          Delaware                          34-4323452
   (State or other jurisdiction           (I.R.S. Employer
        of incorporation or                Identification
           organization)                      Number)

             Owens Corning World Headquarters
                  Toledo, Ohio 43659 
          (Address of Principal Executive Offices
                   including Zip Code)
            
            STOCK PERFORMANCE INCENTIVE PLAN
                 (Full title of the plan)
           
               Christian L. Campbell, Esq.
    Senior Vice President, General Counsel and Secretary 
                      Owens Corning
             Owens Corning World Headquarters
                   Toledo, Ohio 43659
        (Name and address of agent for service)
                           
                     (419)248-8000
(Telephone number, including area code, for agent for service)

            Calculation of Registration Fee

                                   
                               Proposed     Proposed  
 Title of                      Maximum      Maximum
 Securities     Amount         Offering     Aggregate        Amount of
 to be          to be          Price Per    Offering         Registration
 Registered     Registered     Share        Price            Fee
 ----------     ----------     ---------    ---------        ------------
Common Stock
 par value
 $.10 per       4,000,000
 share          shares (1)     $38.4375(2)  $153,750,000(2)   $ 53,017.24

 Preferred
 Share
 Purchase       4,000,000
 Rights         rights (1)     None    (3)   None       (3)           (3)
-2-
                           
(1) Plus such indeterminable number of additional shares and 
    rights as may be required to be issued in the event of an 
    adjustment as a result of an increase in the number of 
    issued shares of Common Stock of the Company resulting 
    from a subdivision of such shares, the payment of a stock 
    dividend or certain other capital adjustments.
    
(2) Estimated solely for the purpose of calculating the 
    registration fee.  The registration fee is being computed 
    in accordance with Rules 457(c) and 457(h), based upon an 
    assumed price of $38.4375 per share, the average of the 
    high and low price on the New York Stock Exchange Composite 
    Tape on July 29, 1996.
    
(3) Any value attributable to the Preferred Share Purchase Rights 
    is reflected in the value of the Common Stock.  Because no 
    separate consideration is paid for the Preferred Share Purchase 
    Rights, the registration fee for such securities is
    included in the fee for the Common Stock.
            
                         -3-
                           
                        PART II
                           
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                           
                           
Item 3.   Incorporation of Documents by Reference
  
    The following documents, heretofore filed by Owens Corning 
(the "Company" or the "Registrant") with the Securities and 
Exchange Commission (the "Commission") pursuant to the Securities 
Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

        (1)  The Company's annual report on Form 10-K (File No. 1-3660) 
            for the year ended December 31, 1995.
        
        (2)  The Company's quarterly report on Form 10-Q 
            (File No. 1-3660) for the quarter ended March 31, 1996.
        
        (3)  The Company's current report on Form 8-K (File No. 1-3660), 
            dated June 20, 1996.
         
        (4)  The description of the Common Stock, par value $.10 
            per share, contained in a registration statement filed 
            under the Exchange Act, including any amendment or
            report filed for the purpose of updating such description.
        
   All documents subsequently filed by the Company pursuant to Section 
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all such securities then 
remaining unsold, shall be deemed to be incorporated by reference in 
this Registration Statement and to be part hereof from the respective
dates of filing of such documents.

Item 4.   Description of Common Stock

   Not applicable.

Item 5.   Interests of Named Experts and Counsel

   Christian L. Campbell, Esq., who has provided an opinion concerning 
the legality of the securities to be offered under the Plan, is 
Senior Vice President, General Counsel and Secretary of the Company. 
As of June 30, 1996, Mr. Campbell was a direct or indirect owner of 
7,483 shares of Common Stock and 44,500 options to buy shares of 
Common Stock, 10,833 of which were currently exercisable.
                         

                               -4-
                           
Item 6.   Indemnification of Directors and Officers

   A.  Reference is made to Section 102(b)(7) of the
General Corporation Law of the State of Delaware as to
the limitation of personal liability of directors and
officers and to Section 145 of the General Corporation
Law of the State of Delaware as to indemnification by
the Company of its directors and officers.
B.  Article FOURTEENTH of the Company's Certificate of
Incorporation, as amended, provides as follows with
respect to the indemnification of the Company's
directors and officers and the limitation of personal
liability of its directors and officers:

    FOURTEENTH:  The corporation shall indemnify to
    the full extent authorized or permitted by law any
    person made, or threatened to be made, a party to
    any action or proceeding (whether civil or
    criminal or otherwise) by reason of the fact that
    he, his testator or intestate, is or was a
    director or officer of the corporation or by
    reason of the fact that such director or officer,
    at the request of the corporation, is or was
    serving any other corporation, partnership, joint
    venture, trust, employee benefit plan or other
    enterprise, in any capacity.  Nothing contained
    herein shall affect any rights to indemnification
    to which employees other than directors and
    officers may be entitled by law. No director of
    the corporation shall be personally liable to the
    corporation or its stockholders for monetary
    damages for any breach of fiduciary duty by such a
    director as a director.  Notwithstanding the
    foregoing sentence, a director shall be liable to
    the extent provided by applicable law (i) for any
    breach of the director's duty of loyalty to the
    corporation or its stockholders, (ii) for acts or
    omissions not in good faith or which involve
    intentional misconduct or a knowing violation of
    law, (iii) pursuant to Section 174 of the Delaware
    General Corporation Law, or (iv) for any
    transaction from which such director derived an
    improper personal benefit.  No amendment to or
    repeal of this Article FOURTEENTH shall apply to
    or have any effect on the liability or alleged
    liability of any director of the corporation for
    or with respect to any acts or omissions of such
    director occurring prior to such amendment.
  C.  Article IX of the Company's By-Laws provides as
follows with respect to the indemnification of the
Company's directors and officers:

    The Corporation shall, to the fullest extent
    permitted by applicable law from time to time in
    effect (but, in the case of any amendment of such
    law, only to the extent that such amendment
    permits the Corporation to provide broader
    indemnification rights than such law permitted the
    Corporation to provide prior to such amendment),
    indemnify any and all persons who may serve or who
    have served at any time as directors or officers
    of the Corporation, or who at the request of the
    Corporation may serve or at any time have served
    as directors, officers, employees or agents of
    another corporation (including subsidiaries of the
    Corporation) or of any partnership, joint venture,
    trust or other enterprise, and any directors or
    officers of the Corporation who at the request of
    the Corporation may serve or at any time have
    served as agents or
    fiduciaries of an employee benefit plan of the
    Corporation or any of its subsidiaries, from and
    against any and all of the expenses, liabilities or
    other matters referred to in or covered by law
    whether the basis of such proceeding is alleged
    action in an official capacity as a director,
    officer, employee or agent or in any other capacity
    while serving as a director, officer,
    
                        -5-
                          
    employee or agent.  The Corporation may also
    indemnify any and all other persons whom it shall
    have power to indemnify under any applicable law from
    time to time in effect to the extent permitted by
    such law. The indemnification provided by this
    Article IX shall not be deemed exclusive of any other
    rights to which any person may be entitled under any
    provision of the Certificate of Incorporation, other
    By-Law, agreement, vote of stockholders or
    disinterested directors, or otherwise, both as to
    action in an official capacity and as to action in
    another capacity while holding such office, and shall
    be contract rights and continue as to a person who
    has ceased to be a director, officer, employee or
    agent and shall inure to the benefit of the heirs,
    executors and administrators of such a person.

If a claim under this Article IX is not paid in full
    by the Corporation within sixty days after a written
    claim has been received by the Corporation, except in
    the case of a claim for an advancement of expenses,
    in which case the applicable period shall be twenty
    days, the director or officer may at any time
    thereafter bring suit against the Corporation to
    recover the unpaid amount of the claim.  If
    successful in whole or in part in any such suit, or
    in a suit brought by the Corporation to recover an
    advancement of expenses pursuant to the terms of an
    undertaking, the director or officer shall be
    entitled to be paid also the expense of prosecuting
    or defending such suit.  In (i) any suit brought by
    the director or officer to enforce a right to
    indemnification hereunder (but not in a
    suit brought by the director or officer to enforce a
    right to an advancement of expenses) it shall be a
    defense that, and (ii) any suit by the Corporation to
    recover an advancement of expenses pursuant to the
    terms of an undertaking, the Corporation shall be
    entitled to recover such expenses upon a final
    adjudication that, the director or officer has not
    met any applicable standard for indemnification set
    forth in the Delaware General Corporation Law.
    Neither the failure of the Corporation (including its
    Board of Directors, independent legal counsel, or its
    stockholders) to have made a determination prior to
    the commencement of such suit that indemnification of
    the director or officer is proper in the
    circumstances because the director or officer has met
    the applicable standard of conduct set forth in the
    Delaware General Corporation Law, nor an actual
    determination by the Corporation (including its
    Board, independent legal counsel, or its
    stockholders) that the director or officer has not
    met such applicable standard of conduct, shall create
    a presumption that the director or officer has not
    met the applicable standard of conduct or,
    in the case of such a suit brought by the director or
    officer, be a defense to such suit.  In any suit
    brought by the director or officer to enforce a right
    to indemnification or to an advancement of expenses
    hereunder, or by the Corporation to recover an
    advancement of expenses pursuant to the terms of an
    undertaking, the burden of proving that the director
    or officer is not entitled to be indemnified, or to
    such advancement of expenses, under this Article IX
    or otherwise shall be on the Corporation.
   
 The indemnification provided in this Article IX shall
    inure to each person referred to herein, whether or
    not the person is serving in any of the enumerated
    capacities at the time such expenses (including
    attorneys' fees), judgments, fines or amounts paid in
    settlement are imposed or incurred, and whether or
    not the claim asserted against him is based on
    matters which antedate the adoption of this Article
    IX.  None of the provisions of this Article IX shall
    be construed as a limitation upon the right of the
    Corporation to exercise its general power to enter
    into a contract or understanding of indemnity with a

                           -6-
                            
     director, officer, employee, agent or any other
    person in any proper case not provided for herein.
    Each person who shall act or have acted as a director
    or officer of the Corporation shall be deemed to be
    doing so in reliance upon such right of
    indemnification.
    For purposes of this Article IX, the term
    "Corporation" shall include constituent corporations
    referred to in subsection (h) of Section 145 of the
    General Corporation Law of the State of Delaware (or
    any similar provision of applicable law at the time
    in effect).

 D.  The Company has entered into an Indemnity Agreement
with each member of the Company's Board of Directors.
Each Indemnity Agreement provides, among other things,
that in the event the director was, is or becomes a
party, witness or other participant in a Claim (as
defined in the
Indemnity Agreement) by reason of (or arising in part out
of) an Indemnifiable Event (as defined in the Indemnity
Agreement), the Company is required to indemnify the
director to the fullest extent authorized by the
Company's By-Laws as in effect on the date of the
Indemnification Agreement notwithstanding any subsequent
amendment, repeal or modification of such By-Laws,
against any and all expenses, judgments, fines, penalties
and amounts paid in settlement of such Claim. The
Indemnity Agreement requires that the Company advance to
the director all expenses relating to Claims and contains
an undertaking by the director to reimburse the Company
for any such advances that are subsequently determined in
a final judicial determination to have been impermissible
under applicable law.

    E.  The directors and officers of the Company are
covered by insurance policies, maintained by the Company
at its expense, insuring the directors and officers
against certain liabilities which might be incurred by
them in such capacities, including liabilities arising
under the Securities Act of 1933.

Item 7.   Exemption from Registration Claimed

   Not applicable.

                          -7-

Item 8.   Exhibits
Exhibit No.     Description
   -----------     -----------

   4 (a)           Certificate of Incorporation of the Registrant, 
                   as amended (incorporated by reference to
                   Exhibit (3) to Registrant's annual report on
                   Form 10-K (File No. 13660) for the fiscal year 
                   ended December 31, 1995).
                    
   4 (b)           By-laws of the Registrant, as amended 
                   (incorporated by reference to Exhibit (3) to 
                   Registrant's annual report on Form 10-K (File No.
                   1-3660) for the fiscal year ended December 31, 1995).
                    
   4 (c)           Specimen Certificate of Common Stock of the Registrant 
                   (filed herewith).
                    
   4 (d)           Rights Agreement (incorporated by reference to
                   Exhibit 1 to Registrant's Registration Statement
                   on Form 8-A (File No. 1-3660), dated December 23, 1986).
                    
   4 (e)           Copy of Certificate of Designation of Series A
                   Participating Preferred Stock (incorporated by
                   reference to Exhibit A to the Rights Agreement,
                   which is Exhibit 1 to Registrant's Registration
                   Statement on Form 8-A (File No. 1-3660), dated 
                   December 23, 1986).
                    
   4 (f)           Copy of Certificate of Increase of Designation of 
                   Series A Participating Preferred Stock
                   (incorporated by reference to Exhibit 4(f) to 
                   Registrant's Registration Statement on Form S-3,
                   Registration No. 33-55163).
                    
   5               Opinion of counsel as to the legality of the
                   securities being registered (filed herewith).
                    
   23 (a)          Consent of Arthur Andersen LLP, independent public 
                   accountants (filed herewith).
                    
   23 (b)          Consent of counsel (included in Exhibit 5).
                   24 Powers of Attorney (included on signature page).

                           -8-
                            
Item 9.   Undertakings

   (a)  Rule 415 Offering.  The undersigned Registrant hereby undertakes:

         (1)   To file, during any period in which offers or sales 
           are being made, a posteffective amendment to this Registration 
           Statement:

                (i)  To include any prospectus required by Section 10 (a)
                  (3) of the Securities Act;
                
                (ii) To reflect in the prospectus any facts or events 
                   arising after the effective date of the 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.  Notwithstanding the
                   foregoing, any increase or decrease in volume of 
                   securities offered (if the total dollar value of
                   securities offered would not exceed that which was 
                   registered) and any deviation from the low or high 
                   end of the estimated maximum offering range may be
                   reflected in the form of prospectus filed with the
                   Commission pursuant to Rule 424(b) under the Securities 
                   Act if, in the aggregate, the changes in volume and 
                   price represent no more than a 20% change in the
                   maximum aggregate offering price set forth in the 
                   "Calculation of Registration Fee" table in the effective 
                   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) do not apply if the information required
                   to be included in a post effective amendment by those
                   paragraphs is 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 the Registration Statement.
    
        (2)   That, for the purpose of determining any liability 
          under the Securities 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; and
    
        (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.
          
                                -9-

   (b)  Subsequent Exchange Act Documents.  The undersigned
     Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, 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 the Registration Statement
     shall be deemed to be a new registration statement relating
     to the securities offered therein, and the offering of such
     securities at the time shall be deemed to be the initial
     bona fide offering thereof.

   (c)  Indemnification.  Insofar as indemnification for
     liabilities arising under the Securities 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 Securities and Exchange Commission such
     indemnification is against public policy as expressed in the
     Securities 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 Securities Act and will be governed by the final
     adjudication of such issue.

                            -10-
                              
                        SIGNATURES

   The Registrant.  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 the 31st day of July, 1996.

                Owens Corning
                By: /s/ Gregory M. Thomson 
                    ---------------------
                Name:   Gregory M. Thomson
                Title:  Senior Vice President -
                        Human Resources
   KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Christian
L. Campbell, David W. Devonshire, Gregory M. Thomson, and
each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement and to each Registration
Statement amended hereby, and to file the same, with all
exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
   
    Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates
indicated.
    
                          -11-
Signatures                   Title                         Date
- ----------                   -----                         -----
Chairman of the Board and                    
 /s/ Glen H. Hiner           Chief Executive Officer       July 31, 1996
- --------------------------   (Principal Executive
(Glen H. Hiner)              Officer) and Director

                             Senior Vice President
/s/ David W. Devonshire      and Chief Financial           July 22, 1996
- --------------------------   Officer (Principal
(David W. Devonshire)        Financial Officer) and
                             Controller (Interim)
                 
/s/ Norman P. Blake, Jr.     Director                      July 31, 1996
- --------------------------
(Norman P. Blake, Jr.)

                                
/s/ William W. Colville      Director                      July 19, 1996
- --------------------------
(William W. Colville)

/s/ John H. Dasburg          Director                      July 31, 1996
- --------------------------
(John H. Dasburg)

/s/ Landon Hilliard          Director                      July 19, 1996
- --------------------------
(Landon Hilliard)

/s/ Sir Trevor Holdsworth    Director                      July 22, 1996
- --------------------------
(Sir Trevor Holdsworth)

/s/ Jon M. Huntsman, Jr.     Director                      July 19, 1996
- --------------------------
(Jon M. Huntsman, Jr.)

/s/ Ann Iverson              Director                      July 31, 1996
- --------------------------
(Ann Iverson)

/s/ W. Walker Lewis          Director                   July 31, 1996
- --------------------------
(W. Walker Lewis)

/s/ Furman C. Moseley, Jr.   Director                      July 22, 1996
- --------------------------
(Furman C. Moseley, Jr.)

/s/ W. Ann Reynolds          Director                      July 19, 1996
- --------------------------            
(W. Ann Reynolds)
-12-

                       EXHIBIT INDEX

   Exhibit No.        Description
   -----------        -----------
4(a)               Certificate of Incorporation of the Registrant, as
                      amended (incorporated by reference to Exhibit (3)
                      to Registrant's annual report on Form 10-K (File
                      No. 1-3660) for the fiscal year ended December 31, 1995).

   4(b)               By-laws of the Registrant, as amended (incorporated
                      by reference to Exhibit (3) to Registrant's annual 
                      report on Form 10-K (File No. 1-3660) for the fiscal 
                      year ended December 31, 1995).
               
   4(c)               Specimen Certificate of Common Stock of the
                      Registrant (filed herewith).

   4(d)               Rights Agreement (incorporated by reference to 
                      Exhibit 1 to Registrant's Registration Statement
                      on Form 8-A (File No. 1-3660), dated December 23, 1986).
               
   4(e)               Copy of Certificate of Designation of Series A 
                      Participating Preferred Stock (incorporated by 
                      reference to Exhibit A to the Rights Agreement, 
                      which is Exhibit 1 to Registrant's Registration
                      Statement on Form 8-A (File No. 1-3660), dated
                      December 23, 1986).
               
   4(f)               Copy of Certificate of Increase of Designation of 
                      Series A Participating Preferred Stock (incorporated 
                      by reference to Exhibit 4(f) to Registrant's
                      Registration Statement on Form S-3, Registration 
                      No. 33-55163).
               
   5                  Opinion of counsel as to the legality of the 
                      securities being registered (filed herewith).
               
   23(a)              Consent of Arthur Andersen LLP, independent public 
                      accountants (filed herewith).
            
   23(b)              Consent of counsel (included in Exhibit 5).
            
   24                 Powers of Attorney (included on signature page).