As filed with the Securities and Exchange Commission on March 17, 1998.
                                            Registration No. 333-


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM S-8

                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933

                         OWENS CORNING
     (Exact name of registrant as specified in its charter)

           Delaware                        34-4323452
(State or other jurisdiction of     (I.R.S. Employer Identification No.)
incorporation or organization)

Owens Corning World Headquarters
   One Owens Corning Parkway                      43659
       Toledo, Ohio                             (Zip Code)
(Address of Principal Executive Offices)

               FIBREBOARD 401(k) RETIREMENT PLAN
                    (Full title of the plan)
                                   
                         Maura J. Abeln, Esq.
         Senior Vice President, General Counsel and Secretary
                             Owens Corning
                   Owens Corning World Headquarters
                       One Owens Corning Parkway
                           Toledo, OH 43659
                            (419) 248-8000
                 (Name, address and telephone number,
              including area code, of agent for service)

                CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                    <C>             <C>                 <C>                  <C>  
                                            Proposed        Proposed Maximum     Amount of
Title of Securities    Amount to Be    Maximum Offering    Aggregate Offering   Registration
to Be Registered       Registered(1)   Price per Share(2)        Price(2)       Fee(3)

Common Stock,
$0.10 par value(1)     200,000 shares       $34.375             $6,875,000      $2,028.13

Preferred Share
Purchase Rights        200,000 shares       None (4)            None (4)        (4)
</TABLE>

(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
     employee benefit plan described herein.  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 on the basis of the average of the high and low prices as
     reported on the New York Stock Exchange Composite Tape on March
     12, 1998.
(3)  The Registration Fee has been calculated pursuant to Rule 457(h).
(4)  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.
                _______________________________
     The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.



<PAGE 2>                            PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Certain Documents By Reference.

     The following documents, filed with the Securities and
Exchange Commission (the "Commission") by the Registrant, are
hereby incorporated by reference in this Registration Statement:

          (i)  The Registrant's annual report on Form 10-K (File
          No. 1-03660) filed with the Commission on March 13,
          1998 for the fiscal year ended December 31, 1997;

          (ii) The Registrant's current report on Form 8-K (File
          No. 1-03660), dated January  9, 1998.

          (iii)     The information with regard to the
          Registrant's common stock, par value $.10 per share,
          contained in the registration statement filed under the
          Exchange Act of 1934, including any amendment or report
          filed for the purpose of updating such information.

In addition, all documents subsequently filed by the Registrant
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,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents.

Item 4.   Description of Securities.

     Not Applicable.


Item 5.   Interests of Named Experts and Counsel.

     Dennis L. Jarvela, Esq., who has provided an opinion
concerning the legality of the securities to be offered under the
Plan, is Vice President, Senior Counsel, Corporate Transactions
and Assistant Secretary of the Company.  As of March 12, 1998,
Mr. Jarvela owned beneficially less than 0.1 per cent of the
Company's common stock, par value $.10 per share.

Item 6.   Indemnification of Officers and Directors.

     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



<PAGE>

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, 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



<PAGE>

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 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.

Item 8.   Exhibits.

     Number    Exhibit


     4         Instruments Defining Rights of Security Holder: Fibreboard 
               401(k) Retirement Plan, as amended to include the Owens 
               Corning Common Stock Fund.

     5         Opinion of Dennis L. Jarvela.

     23.1      Consent of Independent Auditors - Arthur Andersen
               LLP.

     23.2      Consent of Dennis L. Jarvela is contained in Exhibit 5.

     24        Power of Attorney.  Reference is made to page 5 of
               this Registration Statement.

     The undersigned Registrant hereby undertakes that it will
submit the Fibreboard 401(k) Retirement Plan, as amended to
include the Owens Corning Common Stock Fund, to the Internal
Revenue Service (the "IRS") in a timely manner and has or will
make all changes required by the IRS in order to qualify the plan
under Internal Revenue Code Section 401.




<PAGE>

Item 9.    Undertakings.

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this Registration Statement:

               (i)  To include any prospectus required by section
     10(a)(3) of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or
     events arising after the effective date of this Registration
     Statement (or the most recent post-effective amendment
     thereof) which, individually or in the aggregate, represent
     a fundamental change in the information set forth in this
     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) 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 this Registration Statement or any material change to
     such information in this 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 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 Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby further undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the
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
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
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.



<PAGE>

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8, and has duly  caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toledo, State of Ohio, on this 17 day
of March, 1998.

                                   OWENS CORNING
                                   
                                   By  /s/ Glen H. Hiner
                                   Glen H. Hiner, Chairman of the
                                   Board and Chief Executive
                                   Officer (Principal Executive
                                   Officer)
                                   
                                   
                       POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Glen H. Hiner,
Maura J. Abeln  and Robert C. Lonergan, and each of them, his
true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his
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 file the same, with 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, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents 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 date indicated:


Signatures                Title                              Date

                               Chairman of the Board 
/s/ Glen H. Hiner              and Chief Executive Officer      March 17, 1998
Glen H. Hiner                  and Director
 
                                       
/s/ Domenico Cecere            Senior Vice President            March 11, 1998
Domenico Cecere                and Chief Financial Officer 


/s/ Steven J. Strobel          Vice President and Controller    March 12, 1998
Steven J. Strobel


/s/ Norman P. Blake, Jr.       Director                         March 9, 1998
Norman P. Blake, Jr.


                               Director
Gaston Caperton






<PAGE>

/s/ Leonard S. Coleman. Jr.    Director                         March 12, 1998
Leonard S. Coleman, Jr.,

/s/ William W. Colville        Director                         March 9, 1998
William W. Colville


/s/ John H. Dasburg            Director                         March 9, 1998
John H. Dasburg


/s/ Landon Hilliard            Director                         March 10, 1998
Landon Hilliard


/s/ Sir Trevor Holdsworth      Director                         March 9, 1998
Sir Trevor Holdsworth


/s/ Jon M. Huntsman, Jr.       Director                         March 10, 1998
Jon M. Huntsman, Jr.


/s/ Ann Iverson                Director                         March 11, 1998
Ann Iverson


/s/ W. Walker Lewis            Director                         March 12, 1998
W. Walker Lewis


/s/ Furman C. Moseley, Jr.     Director                         March 13, 1998
Furman C. Moseley, Jr.


/s/ W. Ann Reynolds            Director                         March 11, 1998
W. Ann Reynolds


     Plan.     Pursuant to the requirements of the Securities Act
of 1933, as amended, the Fibreboard 401(k) Retirement Plan has
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 17 day of March, 1998.


                          FIBREBOARD 401(k) RETIREMENT PLAN

                          By: /s/Michael I. Miller
                          Treasurer Fibreboard Corporation
                                   




<PAGE>

INDEX TO EXHIBITS

Exhibit
Number    Exhibit

4         Instruments Defining Rights of Security Holder:
          Fibreboard 401(k) Retirement Plan, as amended to
          include the Owens Corning Common Stock Fund.

5         Opinion of Dennis L. Jarvela.

23.1      Consent of Independent Auditors - Arthur Andersen LLP.

23.2      Consent of Dennis L. Jarvela is contained in
          Exhibit 5.

24        Power of Attorney.  Reference is made to page 5 of
          this Registration Statement.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24802}]
{"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": "333-48153", "film-number": "98567869"}, "business-address": {"street1": "OWENS CORNING WORLD HEADQUARTERS", "street2": "ONE OWENS CORNING PKWY", "city": "TOLEDO", "state": "OH", "zip": "43659", "phone": "4192488000"}, "mail-address": {"street1": "OWENS CORNING WORLD HEADQUARTERS", "street2": "ONE OWENS CORNING PARKWAY", "city": "TOLEDO", "state": "OH", "zip": "43659"}, "former-company": {"former-conformed-name": "OWENS CORNING FIBERGLAS CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on March 17, 1998.
                                            Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM S-8

                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933

                         OWENS CORNING
     (Exact name of registrant as specified in its charter)

           Delaware                        34-4323452
(State or other jurisdiction of     (I.R.S. Employer Identification No.)
incorporation or organization)

Owens Corning World Headquarters
   One Owens Corning Parkway                      43659
       Toledo, Ohio                             (Zip Code)
(Address of Principal Executive Offices)

               FIBREBOARD 401(k) RETIREMENT PLAN
                    (Full title of the plan)
                                   
                         Maura J. Abeln, Esq.
         Senior Vice President, General Counsel and Secretary
                             Owens Corning
                   Owens Corning World Headquarters
                       One Owens Corning Parkway
                           Toledo, OH 43659
                            (419) 248-8000
                 (Name, address and telephone number,
              including area code, of agent for service)

                CALCULATION OF REGISTRATION FEE
Proposed        Proposed Maximum     Amount of
Title of Securities    Amount to Be    Maximum Offering    Aggregate Offering   Registration
to Be Registered       Registered(1)   Price per Share(2)        Price(2)       Fee(3)

Common Stock,
$0.10 par value(1)     200,000 shares       $34.375             $6,875,000      $2,028.13

Preferred Share
Purchase Rights        200,000 shares       None (4)            None (4)        (4)
(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
     employee benefit plan described herein.  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 on the basis of the average of the high and low prices as
     reported on the New York Stock Exchange Composite Tape on March
     12, 1998.
(3)  The Registration Fee has been calculated pursuant to Rule 457(h).
(4)  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.
                _______________________________
     The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents By Reference.

     The following documents, filed with the Securities and
Exchange Commission (the "Commission") by the Registrant, are
hereby incorporated by reference in this Registration Statement:

          (i)  The Registrant's annual report on Form 10-K (File
          No. 1-03660) filed with the Commission on March 13,
          1998 for the fiscal year ended December 31, 1997;

          (ii) The Registrant's current report on Form 8-K (File
          No. 1-03660), dated January  9, 1998.

          (iii)     The information with regard to the
          Registrant's common stock, par value $.10 per share,
          contained in the registration statement filed under the
          Exchange Act of 1934, including any amendment or report
          filed for the purpose of updating such information.

In addition, all documents subsequently filed by the Registrant
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,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Dennis L. Jarvela, Esq., who has provided an opinion
concerning the legality of the securities to be offered under the
Plan, is Vice President, Senior Counsel, Corporate Transactions
and Assistant Secretary of the Company.  As of March 12, 1998,
Mr. Jarvela owned beneficially less than 0.1 per cent of the
Company's common stock, par value $.10 per share.

Item 6.   Indemnification of Officers and Directors.

     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, 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 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.

Item 8.   Exhibits.

     Number    Exhibit

     4         Instruments Defining Rights of Security Holder: Fibreboard 
               401(k) Retirement Plan, as amended to include the Owens 
               Corning Common Stock Fund.

     5         Opinion of Dennis L. Jarvela.

     23.1      Consent of Independent Auditors - Arthur Andersen
               LLP.

     23.2      Consent of Dennis L. Jarvela is contained in Exhibit 5.

     24        Power of Attorney.  Reference is made to page 5 of
               this Registration Statement.

     The undersigned Registrant hereby undertakes that it will
submit the Fibreboard 401(k) Retirement Plan, as amended to
include the Owens Corning Common Stock Fund, to the Internal
Revenue Service (the "IRS") in a timely manner and has or will
make all changes required by the IRS in order to qualify the plan
under Internal Revenue Code Section 401.
Item 9.    Undertakings.

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this Registration Statement:

               (i)  To include any prospectus required by section
     10(a)(3) of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or
     events arising after the effective date of this Registration
     Statement (or the most recent post-effective amendment
     thereof) which, individually or in the aggregate, represent
     a fundamental change in the information set forth in this
     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) 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 this Registration Statement or any material change to
     such information in this 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 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 Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby further undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the
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
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
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.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8, and has duly  caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toledo, State of Ohio, on this 17 day
of March, 1998.

                                   OWENS CORNING
                                   
                                   By  /s/ Glen H. Hiner
                                   Glen H. Hiner, Chairman of the
                                   Board and Chief Executive
                                   Officer (Principal Executive
                                   Officer)
                                   
                                   
                       POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Glen H. Hiner,
Maura J. Abeln  and Robert C. Lonergan, and each of them, his
true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his
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 file the same, with 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, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents 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 date indicated:

Signatures                Title                              Date

                               Chairman of the Board 
/s/ Glen H. Hiner              and Chief Executive Officer      March 17, 1998
Glen H. Hiner                  and Director
 
                                       
/s/ Domenico Cecere            Senior Vice President            March 11, 1998
Domenico Cecere                and Chief Financial Officer 

/s/ Steven J. Strobel          Vice President and Controller    March 12, 1998
Steven J. Strobel

/s/ Norman P. Blake, Jr.       Director                         March 9, 1998
Norman P. Blake, Jr.

                               Director
Gaston Caperton
/s/ Leonard S. Coleman. Jr.    Director                         March 12, 1998
Leonard S. Coleman, Jr.,

/s/ William W. Colville        Director                         March 9, 1998
William W. Colville

/s/ John H. Dasburg            Director                         March 9, 1998
John H. Dasburg

/s/ Landon Hilliard            Director                         March 10, 1998
Landon Hilliard

/s/ Sir Trevor Holdsworth      Director                         March 9, 1998
Sir Trevor Holdsworth

/s/ Jon M. Huntsman, Jr.       Director                         March 10, 1998
Jon M. Huntsman, Jr.

/s/ Ann Iverson                Director                         March 11, 1998
Ann Iverson

/s/ W. Walker Lewis            Director                         March 12, 1998
W. Walker Lewis

/s/ Furman C. Moseley, Jr.     Director                         March 13, 1998
Furman C. Moseley, Jr.

/s/ W. Ann Reynolds            Director                         March 11, 1998
W. Ann Reynolds

     Plan.     Pursuant to the requirements of the Securities Act
of 1933, as amended, the Fibreboard 401(k) Retirement Plan has
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 17 day of March, 1998.

                          FIBREBOARD 401(k) RETIREMENT PLAN

                          By: /s/Michael I. Miller
                          Treasurer Fibreboard Corporation
INDEX TO EXHIBITS

Exhibit
Number    Exhibit

4         Instruments Defining Rights of Security Holder:
          Fibreboard 401(k) Retirement Plan, as amended to
          include the Owens Corning Common Stock Fund.

5         Opinion of Dennis L. Jarvela.

23.1      Consent of Independent Auditors - Arthur Andersen LLP.

23.2      Consent of Dennis L. Jarvela is contained in
          Exhibit 5.

24        Power of Attorney.  Reference is made to page 5 of
          this Registration Statement.