SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C.  20549

                           FORM 10-K/A
                         Amendment No. 1

          Annual Report Pursuant to Section 13 or 15(d)
             of the Securities Exchange Act of 1934

           For the Fiscal Year Ended December 31, 1999

                   Commission File No. 1-3660

                          Owens Corning
                    One Owens Corning Parkway
                       Toledo, Ohio  43659
                    Area Code (419) 248-8000

                     A Delaware Corporation

          I.R.S. Employer Identification No. 34-4323452

Securities registered pursuant to Section 12(b) of the Act:

   Title  of  Each Class                Name of Each  Exchange  on
                                        Which Registered

   Common Stock - $.10 Par Value        New York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act: None

Indicate  by check mark whether the Registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the Registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes / X /     No /   /

Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and will not be contained, to the best of Registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K. [   ]

At  February 21, 2000, the aggregate market value of Registrant's
$.10  par value common stock (Registrant's voting stock) held  by
non-affiliates  was $850,590,859, assuming for purposes  of  this
computation  only that all directors and executive  officers  are
considered affiliates.

At February 21, 2000, there were outstanding 55,485,313 shares of
Registrant's $.10 par value common stock.

Parts of Registrant's definitive 2000 proxy statement filed or to
be  filed pursuant to Regulation 14A (the "2000 Proxy Statement")
are incorporated by reference into Part III of this Form 10-K.

Owens  Corning's Form 10-K for the year ended December 31,  1999,
filed on March 14, 2000, is hereby amended by amending Exhibit 27
thereof to read as set forth below.



                           SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.

                                      OWENS CORNING

                                      Registrant



Date:  March 20, 2000                 /s/  Deyonne F. Epperson
     ----------------                 ---------------------------
                                      Deyonne F. Epperson
                                      Vice President and
                                       Controller