Exhibit 2
                 [Letterhead of Glen Hiner]
                              
                                           December 30, 1996


Dear Shareholder:

          On December 12, 1996, your Board of Directors
adopted a new shareholder rights plan.  The new rights plan
will replace the Company's existing shareholder rights plan
adopted in 1986 which expires this year.

         We believe that the new plan protects your
interests in the event that the Company is confronted with
coercive or unfair takeover tactics in connection with an
unsolicited offer to acquire the Company. The plan offers
protection from offers that do not treat all stockholders
equally, acquisitions in the open market of shares
constituting control without offering fair value to all
stockholders, and other coercive or unfair takeover tactics
that could impair the Board's ability to represent your
interests fully.

          Like the rights plan adopted in 1986, the new
rights plan is intended to enhance the ability of the Board
of Directors to act in the best interests of shareholders in
the event of any proposed takeover of the Company. The new
rights plan was not adopted in response to any specific
efforts to gain control of Owens Corning, and the Board of
Directors is not aware of any such effort.

          Under the new plan, one new right will be
distributed for each share of Owens Corning common stock
outstanding at the close of business on December 30, 1996.
The distribution of rights will not result in taxable income
to you, will not affect Owens Corning's reported earnings
per share and will not change the way you currently trade
your shares.

          Enclosed is a detailed summary of the rights being
issued in connection with the new rights plan.  While the
plan is complex, its purpose is straightforward: to serve
and protect the interests of the Company's stockholders.

                                   Sincerely yours,