<PAGE>
     As filed with the Securities and Exchange Commission on November 8, 1995

	
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               PPG INDUSTRIES, INC.
              (Exact name of registrant as specified in its charter)

                  Pennsylvania                      25-0730780
          (State or other jurisdiction of         (I.R.S. Employer
          incorporation or organization)          Identification No.)

                 One PPG Place
          Pittsburgh, Pennsylvania                    15272
          (Address of Principal                     (Zip Code)
          Executive Offices)

                               PPG INDUSTRIES, INC.
                            DEFERRED COMPENSATION PLAN
                             (Full title of the plan)

                  W. H. Hernandez, Senior Vice President, Finance
                  One PPG Place, Pittsburgh, Pennsylvania  15272
                      (Name and address of agent for service)

                                   (412) 434-2102
           (Telephone number, including area code, of agent for service)
                              ______________________
<TABLE>
                          CALCULATION OF REGISTRATION FEE

<CAPTION>
<S>                   <C>            <C>            <C>             <C>
                                     Proposed maxi- Proposed maxi-  Amount of
Title of securities   Amount to be   mum offering   mum aggregate   registra-
to be registered(a)   registered(b)  price per      offering price  tion fee
                                     unit(b)

Deferred Compensation 
Obligations           $50,000,000       100%        $50,000,000     $17,241.14
          and
an indeterminate 
number of shares of 
PPG Industries, Inc.
Common Stock, par
value $1.66-2/3 per
share 

</TABLE>


(a) The Deferred Compensation Obligations are unsecured obligations of PPG 
Industries, Inc. to pay deferred compensation in the future in accordance with 
the terms of the PPG Industries, Inc. Deferred Compensation Plan (the "Plan").  
Some portion of the Deferred Compensation Obligations may be paid in the 
future by delivering shares of Common Stock of PPG Industries, Inc.  The 
number of shares to be delivered will depend on future elections of the 
participants of the Plan and cannot be determined at this time.  By 
definition, the aggregate value of such shares cannot exceed that of the 
Obligations.

(b) Pursuant to Rule 457(h), estimated solely for the purpose of calculating 
the registration fee.

This is page one of 52 pages.  The Exhibit Index is on page 9.
<PAGE>

                                 Part II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the Commission 
by PPG Industries, Inc. (the "Registrant" or the "Company") are 
incorporated by reference in this registration statement.

      (a)  The Registrant's Annual Report on Form 10-K for the fiscal 
year ended December 31, 1994;

      (b)  The Registrant's Quarterly Reports on Form 10-Q for the 
quarters ended March 31, 1995; June 30, 1995; and September 30, 1995;

      (c)  The Registrant's Current Reports of Form 8-K dated April 4, 
1995; April 20, 1995; July 31, 1995; October 19, 1995 and November 8, 
1995;

      (d)  The description of the Registrant's Common Stock contained in 
the Registrant's registration statement filed pursuant to Section 12 of 
the Securities Exchange Act of 1934 (the "Exchange Act") and all 
amendments thereto and all reports filed for the purpose of updating 
such description; and

      (e)  All documents filed by the Registrant pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this 
Form S-8 Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered have 
been sold or which deregisters all securities then remaining unsold.

ITEM 4.  DESCRIPTION OF SECURITIES

      Under the PPG Industries, Inc. Deferred Compensation Plan (the 
"Plan"), the Company will provide eligible employees of the Company the 
opportunity to enter into agreements for the deferral of future cash 
compensation (the "Deferral Amount(s)").  (The Plan is attached hereto 
as Exhibit 4.  This description is intended to be a general description 
of the securities provided by the Plan and the Plan provisions shall 
control in all cases.)

      The obligations of the Company under each compensation deferral 
agreement (the "Obligations") will be unsecured general obligations of 
the Company to pay the deferred compensation in the future in accordance 
with the terms of the Plan and will rank pari passu with other unsecured 
and unsubordinated indebtedness of the Company from time to time 
outstanding.

      The amount of compensation to be deferred by each Plan participant 
will be determined in accordance with the Plan based on the 
participant's elections.  Each Obligation will be payable on a date or 
on a series of dates selected by the employee participant in accordance 
with the terms of the Plan.  The Obligations will be indexed to one or 
more investment media individually chosen by each participant from a 
list specified pursuant to the Plan.  A deferred compensation account 
will be maintained for each participant.  Each participant's account 
will reflect the participant's Deferral Amounts adjusted to reflect the 
performance of the indexed investment media designated by the 
participant, including any appreciation or depreciation.  The Company is 
not required to actually invest in any of the media specified by any of 
the participants.

      The Obligations are not subject to redemption in whole or in part 
prior to the individual payment date(s) specified by the participating 
employee.  Payments will be made either in lump sums or in installments.  
The Company reserves the right to amend or terminate any participant's 
agreement or the Plan as a whole at any time provided that no such 
amendment or termination may adversely affect the right of the 
participant to the balance in his accounts as of the date of such 
amendment or termination.

      The Obligations are not convertible into another security of the 
Company except to the extent that ultimate payment of the Obligations to 
certain participants may, to the extent permitted by the Plan and 
elected by eligible participants, be made in the form of the Company's 
Common Stock (also being registered in indeterminate amount by this 
registration statement).

      The Obligations will not have the benefit of a negative pledge or 
any other affirmative or negative covenant on the part of the Company.  
Each participant will be responsible for acting independently (within 
the limits of the Plan) with respect to, among other things, the giving 
of notices, responding to requests for consents, waivers or amendments 
pertaining to the Obligations, selection of investment media into which 
his deferred compensation is put and monitoring the performance of such 
media, and taking action upon default.

      The Plan also provides that in certain circumstances the Company 
will contribute to a participant's account in order to make up amounts 
which the Company would have contributed to certain qualified pension 
plans on behalf of the participant but for IRS regulatory limits and/or 
deferrals under the Plan.

      Participants are subject to certain penalties under the Plan's 
"Bad Boy" provisions.  If the Company learns that a participant is 
engaged or employed as a business owner, employee or consultant in any 
activity which is in competition with any line of business of the 
Company, or otherwise engaged in activities detrimental to the Company's 
interests, the participant may be terminated from Plan participation, 
the participant's entire deferral account may be immediately distributed 
to him or her, the participant's account earnings may be recalculated 
retroactively under less favorable earnings assumptions, or the 
participant may undergo one or more of the above and/or such other 
diminution or forfeiture of benefits as the Company deems appropriate.

      The Company is filing this registration statement because of 
uncertainty as to whether the Obligations would or should be considered 
to be securities or to be subject to registration under the Securities 
Act of 1933.  The filing of this registration statement is not an 
admission by the Registrant that the Obligations are securities or are 
subject to the registration requirements of the Securities Act of 1933 
(from time to time also referred to herein as the "Act").

      Pursuant to the terms of the Plan, the Company may establish a 
"rabbi-trust."  The trust, once established, would contain assets to be 
used in providing the Company with a source of funds to fulfill its 
obligations under the Plan.  The Company is not obligated to maintain 
any specific or minimum level of assets in the trust other than in the 
event of a "change in control" situation.  A "change in control" for 
this purpose is defined by the Plan.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      The validity of the Obligations issuable under the Plan has been 
passed upon for the Company by Guy A. Zoghby, Esq., Senior Vice 
President and General Counsel of the Company.  Mr. Zoghby owns shares of 
the Company's Common Stock and holds options to purchase additional 
shares.  He will also be an eligible participant in the Plan and as such 
may elect to defer income under the Plan in exchange for Obligations.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Subchapter D of Chapter 17 (Section 1741, et seq.) of the Business 
Corporation Law of the Commonwealth of Pennsylvania (the "BCL") provides 
for indemnification of the Registrant's directors and officers against 
certain liabilities under certain circumstances.

      Article VI of the bylaws of the Registrant provides that a 
director, officer or employee shall be found to be entitled to 
indemnification for expenses (including attorney's fees) and any 
liability (including judgments, fines or penalties and amounts paid in 
settlement) actually and in good faith paid or incurred by any such 
person in connection with any actual or threatened proceeding (including 
any derivative lawsuits) by reason of the fact that such person is or 
was serving as a director, officer or employee of the Registrant or, at 
the request of the Registrant, was serving another corporation, 
partnership, joint venture, trust, employee benefit plan or other 
entity, unless a referee finds the conduct engaged in to have been such 
that, if so found by a court, indemnification would be prohibited by 
Pennsylvania law.  The Registrant is also required to indemnify any such 
person (1) where there has been a determination by a court as to the 
conduct of the person claiming indemnification such that indemnification 
would not be prohibited by Pennsylvania law and (2) where the person is 
otherwise entitled to indemnification by Pennsylvania law.  Expenses 
with respect to a proceeding which are incurred in good faith are 
required to be advanced by the Registrant prior to final disposition of 
the proceeding, subject to any obligation to repay the Registrant which 
is imposed by law or by provision in the Articles, bylaws, an agreement 
or otherwise.  Under Pennsylvania law any such advancement of expenses 
must be made subject to an undertaking to repay the Registrant in the 
event that it is determined ultimately that the person receiving the 
advancement is not entitled to indemnification.  A written request for 
such advancement of expenses must be made to the Secretary of the 
Registrant.

      The selection of the referee is to be made by the general counsel 
or, if the general counsel is the person claiming indemnification or is 
otherwise involved in the proceeding, by the senior officer who does not 
have such a relationship to the proceeding.  The referee is defined to 
be an attorney with substantial expertise in corporate law, who is both 
independent of the parties and unbiased.  The person claiming 
indemnification may object, within 10 days of the notice of selection of 
the referee, to the referee selected.  If the parties cannot agree on 
the selection of a referee, or if the Registrant fails to propose a 
referee, within 45 days of the submission of the request for 
indemnification, the referee will be selected by the American 
Arbitration Association.

      The determination of entitlement to indemnification is made by the 
referee; however, the referee is required to find the person entitled to 
indemnification unless the referee finds that the conduct of the person 
was such that if so found by a court, indemnification would be 
prohibited by Pennsylvania law.  The determination of the referee is 
binding on the Registrant but not on the person claiming 
indemnification.

      To the extent that a person is entitled to indemnification for 
only a portion of the expenses or liability resulting from a proceeding, 
the Registrant is required to indemnify the person for such portion.

      The bylaws authorize the Registrant to purchase and maintain 
insurance, to create a trust fund, to grant a security interest or to 
use other means (including, without limitation, establishing a letter of 
credit) to ensure the payment of indemnification.

      The Registrant specifically is authorized to enter into agreements 
with any director, officer or employee, which agreements may grant 
rights in furtherance of, different from, or in addition to, but not in 
limitation of, the rights to indemnification granted in the bylaws, 
without further shareholder approval of the terms and conditions of, or 
the form of, such agreements.  Without limitation of the foregoing, in 
such agreements the Registrant may agree (1) to maintain insurance 
against certain expenses and liabilities and (2) to contribute to 
expenses and liabilities incurred in accordance with the application of 
relevant equitable considerations to the relative benefits to, and the 
relevant fault of, the Registrant.

      The bylaws provide (1) that the rights granted therein are 
contract rights, (2) that it will cover acts and omissions occurring on 
or after January 27, 1987, and (3) that the rights granted will continue 
as to a person who has ceased to be a director, officer or employee, 
with respect to a proceeding which results from acts or failures to act 
while such person was a director, officer or employee.

      Subchapter D of Chapter 17 of the BCL and the bylaws both also 
provide that the indemnification provided for therein shall not be 
deemed exclusive of any other rights to which those seeking 
indemnification may otherwise be entitled.

      The Registrant also has a policy of directors and officers 
liability insurance to indemnify its directors and officers against 
certain liabilities incurred in their capacities as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8.  EXHIBITS

      Exhibit	
        No.  	

        4       PPG Industries, Inc. Deferred Compensation		
                Plan (Instrument defining the rights of
                holders)

        5       Opinion and consent of Guy A. Zoghby,		
                Senior Vice President and General Counsel
                of the Registrant

       23.1     Consent of Independent Auditors		

       23.2     Consent of Counsel--contained in		
                opinion filed as Exhibit No. 5

       24       Powers of Attorney		

ITEM 9.  UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)  To file, during any period in which offers or sales are being 
made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933 (unless the information required to be
               included in such post-effective amendment is contained in a
               periodic report filed by the Registrant pursuant to Section 13
               or Section 15(d) of the Securities Exchange Act of 1934 and
               incorporated herein by reference);

         (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 (unless the information required to be included in
               such post-effective amendment is contained in a periodic
               report filed by the Registrant pursuant to Section 13 or
               Section 15(d) of the Securities Exchange Act of 1934 and
               incorporated herein by reference);

        (iii)  To include any material information with respect to the plan
               of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement.

      (2)  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.
<PAGE>
      (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.

      (4)  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 (and each filing of the annual report of the Plan pursuant 
to 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.

      (5)  To deliver or cause to be delivered with the prospectus to 
each employee to whom the prospectus is sent or given, the latest annual 
report to security holders that is incorporated by reference in the 
prospectus and furnished pursuant to and meeting the requirements of 
Rule 14a-3 or Rule 14c-3 of the Securities Exchange Act of 1934, unless 
such employee otherwise has received a copy of such report, in which 
case the Registrant shall state in the prospectus that it will promptly 
furnish, without charge, a copy of such report on written request of the 
employee.  If the last fiscal year of the Registrant has ended within 
120 days prior to the use of the prospectus, the annual report of the 
Registrant for the preceding fiscal year may be so delivered, but within 
such 120 day period the annual report for the last fiscal year will be 
furnished to each such employee.

      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 provisions 
described under Item 6 above, 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

      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 
Pittsburgh, and Commonwealth of Pennsylvania, on the 8th day of 
November, 1995.

                                          PPG INDUSTRIES, INC.

                                          By  /s/ W. H. Hernandez 
                                              W. H. Hernandez
                                              Senior Vice President, Finance

      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.

      Signature                Capacity                            Date


/s/ Jerry E. Dempsey      Director and Chairman of      )
    Jerry E. Dempsey      the Board of Directors        )
                          and President (Chief          )
                          Executive Officer)            )
                                                        )
                                                        )
                                                        )
                                                        )
/s/ W. H. Hernandez       Senior Vice President, Finance)
    W. H. Hernandez       (Principal Financial and      )
                          Accounting Officer)           )  November 8, 1995
                                                        )
ERROLL B. DAVIS, JR.,                                   )
STANLEY C. GAULT,                                       )
MICHELE J. HOOPER,                                      )
STEVEN C. MASON,                                        )
HAROLD A. MCINNES,                                      )
ROBERT MEHRABIAN, VINCENT                               )
A. SARNI, DAVID G. VICE,                                )
DAVID R. WHITWAM,                                       )
Directors                                               )
                           By /s/ Jerry E. Dempsey      )
                                  Jerry E. Dempsey      )
                                  Attorney-in-fact      )
















<PAGE>


                                EXHIBIT INDEX

         Exhibit                                                  Sequential
           No.                                                     Page No. 

           4       PPG Industries, Inc. Deferred Compensation         10
                   Plan (Instrument defining the rights of
                   holders)

           5       Opinion and consent of Guy A. Zoghby,              42
                   Senior Vice President and General Counsel
                   of the Registrant

          23.1     Consent of Independent Auditors                    43

          23.2     Consent of Counsel--contained in                   42
                   opinion filed as Exhibit No. 5

          24       Powers of Attorney                                 44

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24021}]
{"company-data": {"conformed-name": "PPG INDUSTRIES INC", "cik": "0000079879", "assigned-sic": "2851", "irs-number": "250730780", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64077", "film-number": "95588374"}, "business-address": {"street1": "ONE PPG PL 9 WEST", "street2": "CAROLYN A IHRIG", "city": "PITTSBURGH", "state": "PA", "zip": "15272", "phone": "4124343131"}, "mail-address": {"street1": "ONE PPG PLACE", "city": "PITTSBURGH", "state": "PA", "zip": "15272"}, "former-company": {"former-conformed-name": "PITTSBURGH PLATE GLASS CO", "date-changed": "19681219"}}
As filed with the Securities and Exchange Commission on November 8, 1995

	
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               PPG INDUSTRIES, INC.
              (Exact name of registrant as specified in its charter)

                  Pennsylvania                      25-0730780
          (State or other jurisdiction of         (I.R.S. Employer
          incorporation or organization)          Identification No.)

                 One PPG Place
          Pittsburgh, Pennsylvania                    15272
          (Address of Principal                     (Zip Code)
          Executive Offices)

                               PPG INDUSTRIES, INC.
                            DEFERRED COMPENSATION PLAN
                             (Full title of the plan)

                  W. H. Hernandez, Senior Vice President, Finance
                  One PPG Place, Pittsburgh, Pennsylvania  15272
                      (Name and address of agent for service)

                                   (412) 434-2102
           (Telephone number, including area code, of agent for service)
                              ______________________

                          CALCULATION OF REGISTRATION FEE
Proposed maxi- Proposed maxi-  Amount of
Title of securities   Amount to be   mum offering   mum aggregate   registra-
to be registered(a)   registered(b)  price per      offering price  tion fee
                                     unit(b)

Deferred Compensation 
Obligations           $50,000,000       100%        $50,000,000     $17,241.14
          and
an indeterminate 
number of shares of 
PPG Industries, Inc.
Common Stock, par
value $1.66-2/3 per
share
(a) The Deferred Compensation Obligations are unsecured obligations of PPG 
Industries, Inc. to pay deferred compensation in the future in accordance with 
the terms of the PPG Industries, Inc. Deferred Compensation Plan (the "Plan").  
Some portion of the Deferred Compensation Obligations may be paid in the 
future by delivering shares of Common Stock of PPG Industries, Inc.  The 
number of shares to be delivered will depend on future elections of the 
participants of the Plan and cannot be determined at this time.  By 
definition, the aggregate value of such shares cannot exceed that of the 
Obligations.

(b) Pursuant to Rule 457(h), estimated solely for the purpose of calculating 
the registration fee.

This is page one of 52 pages.  The Exhibit Index is on page 9.
Part II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the Commission 
by PPG Industries, Inc. (the "Registrant" or the "Company") are 
incorporated by reference in this registration statement.

      (a)  The Registrant's Annual Report on Form 10-K for the fiscal 
year ended December 31, 1994;

      (b)  The Registrant's Quarterly Reports on Form 10-Q for the 
quarters ended March 31, 1995; June 30, 1995; and September 30, 1995;

      (c)  The Registrant's Current Reports of Form 8-K dated April 4, 
1995; April 20, 1995; July 31, 1995; October 19, 1995 and November 8, 
1995;

      (d)  The description of the Registrant's Common Stock contained in 
the Registrant's registration statement filed pursuant to Section 12 of 
the Securities Exchange Act of 1934 (the "Exchange Act") and all 
amendments thereto and all reports filed for the purpose of updating 
such description; and

      (e)  All documents filed by the Registrant pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this 
Form S-8 Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered have 
been sold or which deregisters all securities then remaining unsold.

ITEM 4.  DESCRIPTION OF SECURITIES

      Under the PPG Industries, Inc. Deferred Compensation Plan (the 
"Plan"), the Company will provide eligible employees of the Company the 
opportunity to enter into agreements for the deferral of future cash 
compensation (the "Deferral Amount(s)").  (The Plan is attached hereto 
as Exhibit 4.  This description is intended to be a general description 
of the securities provided by the Plan and the Plan provisions shall 
control in all cases.)

      The obligations of the Company under each compensation deferral 
agreement (the "Obligations") will be unsecured general obligations of 
the Company to pay the deferred compensation in the future in accordance 
with the terms of the Plan and will rank pari passu with other unsecured 
and unsubordinated indebtedness of the Company from time to time 
outstanding.

      The amount of compensation to be deferred by each Plan participant 
will be determined in accordance with the Plan based on the 
participant's elections.  Each Obligation will be payable on a date or 
on a series of dates selected by the employee participant in accordance 
with the terms of the Plan.  The Obligations will be indexed to one or 
more investment media individually chosen by each participant from a 
list specified pursuant to the Plan.  A deferred compensation account 
will be maintained for each participant.  Each participant's account 
will reflect the participant's Deferral Amounts adjusted to reflect the 
performance of the indexed investment media designated by the 
participant, including any appreciation or depreciation.  The Company is 
not required to actually invest in any of the media specified by any of 
the participants.

      The Obligations are not subject to redemption in whole or in part 
prior to the individual payment date(s) specified by the participating 
employee.  Payments will be made either in lump sums or in installments.  
The Company reserves the right to amend or terminate any participant's 
agreement or the Plan as a whole at any time provided that no such 
amendment or termination may adversely affect the right of the 
participant to the balance in his accounts as of the date of such 
amendment or termination.

      The Obligations are not convertible into another security of the 
Company except to the extent that ultimate payment of the Obligations to 
certain participants may, to the extent permitted by the Plan and 
elected by eligible participants, be made in the form of the Company's 
Common Stock (also being registered in indeterminate amount by this 
registration statement).

      The Obligations will not have the benefit of a negative pledge or 
any other affirmative or negative covenant on the part of the Company.  
Each participant will be responsible for acting independently (within 
the limits of the Plan) with respect to, among other things, the giving 
of notices, responding to requests for consents, waivers or amendments 
pertaining to the Obligations, selection of investment media into which 
his deferred compensation is put and monitoring the performance of such 
media, and taking action upon default.

      The Plan also provides that in certain circumstances the Company 
will contribute to a participant's account in order to make up amounts 
which the Company would have contributed to certain qualified pension 
plans on behalf of the participant but for IRS regulatory limits and/or 
deferrals under the Plan.

      Participants are subject to certain penalties under the Plan's 
"Bad Boy" provisions.  If the Company learns that a participant is 
engaged or employed as a business owner, employee or consultant in any 
activity which is in competition with any line of business of the 
Company, or otherwise engaged in activities detrimental to the Company's 
interests, the participant may be terminated from Plan participation, 
the participant's entire deferral account may be immediately distributed 
to him or her, the participant's account earnings may be recalculated 
retroactively under less favorable earnings assumptions, or the 
participant may undergo one or more of the above and/or such other 
diminution or forfeiture of benefits as the Company deems appropriate.

      The Company is filing this registration statement because of 
uncertainty as to whether the Obligations would or should be considered 
to be securities or to be subject to registration under the Securities 
Act of 1933.  The filing of this registration statement is not an 
admission by the Registrant that the Obligations are securities or are 
subject to the registration requirements of the Securities Act of 1933 
(from time to time also referred to herein as the "Act").

      Pursuant to the terms of the Plan, the Company may establish a 
"rabbi-trust."  The trust, once established, would contain assets to be 
used in providing the Company with a source of funds to fulfill its 
obligations under the Plan.  The Company is not obligated to maintain 
any specific or minimum level of assets in the trust other than in the 
event of a "change in control" situation.  A "change in control" for 
this purpose is defined by the Plan.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      The validity of the Obligations issuable under the Plan has been 
passed upon for the Company by Guy A. Zoghby, Esq., Senior Vice 
President and General Counsel of the Company.  Mr. Zoghby owns shares of 
the Company's Common Stock and holds options to purchase additional 
shares.  He will also be an eligible participant in the Plan and as such 
may elect to defer income under the Plan in exchange for Obligations.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Subchapter D of Chapter 17 (Section 1741, et seq.) of the Business 
Corporation Law of the Commonwealth of Pennsylvania (the "BCL") provides 
for indemnification of the Registrant's directors and officers against 
certain liabilities under certain circumstances.

      Article VI of the bylaws of the Registrant provides that a 
director, officer or employee shall be found to be entitled to 
indemnification for expenses (including attorney's fees) and any 
liability (including judgments, fines or penalties and amounts paid in 
settlement) actually and in good faith paid or incurred by any such 
person in connection with any actual or threatened proceeding (including 
any derivative lawsuits) by reason of the fact that such person is or 
was serving as a director, officer or employee of the Registrant or, at 
the request of the Registrant, was serving another corporation, 
partnership, joint venture, trust, employee benefit plan or other 
entity, unless a referee finds the conduct engaged in to have been such 
that, if so found by a court, indemnification would be prohibited by 
Pennsylvania law.  The Registrant is also required to indemnify any such 
person (1) where there has been a determination by a court as to the 
conduct of the person claiming indemnification such that indemnification 
would not be prohibited by Pennsylvania law and (2) where the person is 
otherwise entitled to indemnification by Pennsylvania law.  Expenses 
with respect to a proceeding which are incurred in good faith are 
required to be advanced by the Registrant prior to final disposition of 
the proceeding, subject to any obligation to repay the Registrant which 
is imposed by law or by provision in the Articles, bylaws, an agreement 
or otherwise.  Under Pennsylvania law any such advancement of expenses 
must be made subject to an undertaking to repay the Registrant in the 
event that it is determined ultimately that the person receiving the 
advancement is not entitled to indemnification.  A written request for 
such advancement of expenses must be made to the Secretary of the 
Registrant.

      The selection of the referee is to be made by the general counsel 
or, if the general counsel is the person claiming indemnification or is 
otherwise involved in the proceeding, by the senior officer who does not 
have such a relationship to the proceeding.  The referee is defined to 
be an attorney with substantial expertise in corporate law, who is both 
independent of the parties and unbiased.  The person claiming 
indemnification may object, within 10 days of the notice of selection of 
the referee, to the referee selected.  If the parties cannot agree on 
the selection of a referee, or if the Registrant fails to propose a 
referee, within 45 days of the submission of the request for 
indemnification, the referee will be selected by the American 
Arbitration Association.

      The determination of entitlement to indemnification is made by the 
referee; however, the referee is required to find the person entitled to 
indemnification unless the referee finds that the conduct of the person 
was such that if so found by a court, indemnification would be 
prohibited by Pennsylvania law.  The determination of the referee is 
binding on the Registrant but not on the person claiming 
indemnification.

      To the extent that a person is entitled to indemnification for 
only a portion of the expenses or liability resulting from a proceeding, 
the Registrant is required to indemnify the person for such portion.

      The bylaws authorize the Registrant to purchase and maintain 
insurance, to create a trust fund, to grant a security interest or to 
use other means (including, without limitation, establishing a letter of 
credit) to ensure the payment of indemnification.

      The Registrant specifically is authorized to enter into agreements 
with any director, officer or employee, which agreements may grant 
rights in furtherance of, different from, or in addition to, but not in 
limitation of, the rights to indemnification granted in the bylaws, 
without further shareholder approval of the terms and conditions of, or 
the form of, such agreements.  Without limitation of the foregoing, in 
such agreements the Registrant may agree (1) to maintain insurance 
against certain expenses and liabilities and (2) to contribute to 
expenses and liabilities incurred in accordance with the application of 
relevant equitable considerations to the relative benefits to, and the 
relevant fault of, the Registrant.

      The bylaws provide (1) that the rights granted therein are 
contract rights, (2) that it will cover acts and omissions occurring on 
or after January 27, 1987, and (3) that the rights granted will continue 
as to a person who has ceased to be a director, officer or employee, 
with respect to a proceeding which results from acts or failures to act 
while such person was a director, officer or employee.

      Subchapter D of Chapter 17 of the BCL and the bylaws both also 
provide that the indemnification provided for therein shall not be 
deemed exclusive of any other rights to which those seeking 
indemnification may otherwise be entitled.

      The Registrant also has a policy of directors and officers 
liability insurance to indemnify its directors and officers against 
certain liabilities incurred in their capacities as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8.  EXHIBITS

      Exhibit	
        No.  	

        4       PPG Industries, Inc. Deferred Compensation		
                Plan (Instrument defining the rights of
                holders)

        5       Opinion and consent of Guy A. Zoghby,		
                Senior Vice President and General Counsel
                of the Registrant

       23.1     Consent of Independent Auditors		

       23.2     Consent of Counsel--contained in		
                opinion filed as Exhibit No. 5

       24       Powers of Attorney		

ITEM 9.  UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)  To file, during any period in which offers or sales are being 
made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933 (unless the information required to be
               included in such post-effective amendment is contained in a
               periodic report filed by the Registrant pursuant to Section 13
               or Section 15(d) of the Securities Exchange Act of 1934 and
               incorporated herein by reference);

         (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 (unless the information required to be included in
               such post-effective amendment is contained in a periodic
               report filed by the Registrant pursuant to Section 13 or
               Section 15(d) of the Securities Exchange Act of 1934 and
               incorporated herein by reference);

        (iii)  To include any material information with respect to the plan
               of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement.

      (2)  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.

      (4)  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 (and each filing of the annual report of the Plan pursuant 
to 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.

      (5)  To deliver or cause to be delivered with the prospectus to 
each employee to whom the prospectus is sent or given, the latest annual 
report to security holders that is incorporated by reference in the 
prospectus and furnished pursuant to and meeting the requirements of 
Rule 14a-3 or Rule 14c-3 of the Securities Exchange Act of 1934, unless 
such employee otherwise has received a copy of such report, in which 
case the Registrant shall state in the prospectus that it will promptly 
furnish, without charge, a copy of such report on written request of the 
employee.  If the last fiscal year of the Registrant has ended within 
120 days prior to the use of the prospectus, the annual report of the 
Registrant for the preceding fiscal year may be so delivered, but within 
such 120 day period the annual report for the last fiscal year will be 
furnished to each such employee.

      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 provisions 
described under Item 6 above, 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

      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 
Pittsburgh, and Commonwealth of Pennsylvania, on the 8th day of 
November, 1995.

                                          PPG INDUSTRIES, INC.

                                          By  /s/ W. H. Hernandez 
                                              W. H. Hernandez
                                              Senior Vice President, Finance

      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.

      Signature                Capacity                            Date

/s/ Jerry E. Dempsey      Director and Chairman of      )
    Jerry E. Dempsey      the Board of Directors        )
                          and President (Chief          )
                          Executive Officer)            )
                                                        )
                                                        )
                                                        )
                                                        )
/s/ W. H. Hernandez       Senior Vice President, Finance)
    W. H. Hernandez       (Principal Financial and      )
                          Accounting Officer)           )  November 8, 1995
                                                        )
ERROLL B. DAVIS, JR.,                                   )
STANLEY C. GAULT,                                       )
MICHELE J. HOOPER,                                      )
STEVEN C. MASON,                                        )
HAROLD A. MCINNES,                                      )
ROBERT MEHRABIAN, VINCENT                               )
A. SARNI, DAVID G. VICE,                                )
DAVID R. WHITWAM,                                       )
Directors                                               )
                           By /s/ Jerry E. Dempsey      )
                                  Jerry E. Dempsey      )
                                  Attorney-in-fact      )
EXHIBIT INDEX

         Exhibit                                                  Sequential
           No.                                                     Page No. 

           4       PPG Industries, Inc. Deferred Compensation         10
                   Plan (Instrument defining the rights of
                   holders)

           5       Opinion and consent of Guy A. Zoghby,              42
                   Senior Vice President and General Counsel
                   of the Registrant

          23.1     Consent of Independent Auditors                    43

          23.2     Consent of Counsel--contained in                   42
                   opinion filed as Exhibit No. 5

          24       Powers of Attorney                                 44