SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 8-K

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

   Date of Report (Date of earliest event reported):   October 14, 1998

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

     

      Delaware             1-3660         34-4323452
      (State or other      (Commission    (IRS Employer
      jurisdiction of      File Number)   Identification No.)
      incorporation)




   One Owens Corning Parkway, Toledo, Ohio             43659
   (Address of principal executive offices)            (Zip Code)


   Registrant's telephone number, including area code:    (419)248-8000






  Item 2.  Acquisition or Disposition of Assets.
       
           On September 30, 1998, Owens Corning, a Delaware
           corporation (the "Company"), completed the sale (the
           "Sale Transaction") of a 51% membership interest (the
           "Transferred Interest") in Advanced Glassfiber Yarns LLC,
           a Delaware limited liability company ("AGY"), to AGY
           Holdings, Inc., a Delaware corporation ("Holdings").
           Holdings is a wholly-owned subsidiary of Glass Holdings
           Corp., a Delaware corporation ("GHC") and a wholly-owned
           subsidiary of Groupe Porcher Industries, a French
           corporation ("Porcher").  Porcher and its affiliates are
           existing customers of AGY.  The Company has indirectly
           retained a 49% membership interest in AGY through
           Jefferson Holdings, Inc., a Delaware corporation and a
           wholly-owned subsidiary of the Company ("Jefferson").
       
           On July 1, 1998, the Company contributed to AGY
           substantially all of the assets (including, but not
           limited to, equipment, real estate, intellectual
           property, inventory, customer contracts and accounts
           receivables) comprising its glass fiber yarns and
           specialty materials business in exchange for a 100%
           membership interest in AGY.  On July 31, 1998, the
           Company contributed a 49% membership interest in AGY to
           Jefferson and entered into an LLC Interest Sale and
           Purchase Agreement (as amended by Amendment No. 1 to LLC
           Interest Sale and Purchase Agreement dated September 30,
           1998, the "Sale Agreement") with AGY and GHC pursuant to
           which the Company agreed to sell the Transferred Interest
           to GHC or its wholly-owned subsidiary for a purchase
           price of $331,500,000.  Upon the closing of the Sale
           Transaction, AGY made a special pro rata distribution of
           $390,000,000 to its members, including a $191.1 million
           distribution to Jefferson.  Additionally, in accordance
           with the Sale Agreement, Jefferson received a further
           distribution from AGY of $9,262,000 in regard to AGY's
           estimated closing date net asset valuation.  At the
           conclusion of the Sale Transaction and distributions, the
           Company and its subsidiaries received aggregate cash
           proceeds of $529,612,000 (net of certain transaction
           costs).
       
           Simultaneously with the closing of the Sale Transaction,
           the Company and AGY entered into a number of agreements
           pursuant to which the Company and AGY have agreed to sell
           or make available to one another various raw materials,
           certain services, capital equipment and products over a
           five to seven-year period on agreed terms and prices.
       
           All of the foregoing information is qualified in its
           entirety by reference to the copy of the Sale Agreement
           which is attached hereto as Exhibit 1 and incorporated
           herein by reference.


  Item 7. Financial Statements and Exhibits.

           Pro Forma Financial Statements


                            EXHIBITS

       
       Designation                Description           Method of Filing
       
      Exhibit 2               LLC Interest Sale and     Filed with this report
                                  Purchase Agreement       
      Exhibit 2.1             Amendment No. 1 to LLC    Filed with this report
                                  Interest Sale and 
                                  Purchase Agreement
      Exhibit 99              Pro Forma Financial       Filed with this report
                                  Statements
       
       
       
       
                                


                           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: October 14, 1998             By: /s/Domenico Cecere
                                   Domenico Cecere
                                   Senior Vice President and
                                   Chief Financial Officer





                         EXHIBIT INDEX

                    
  Exhibit    2    LLC Interest Sale and Purchase Agreement

                  Amendment No 1
  Exhibit  2.1    LLC Interest Sale and Purchase Agreement

  Exhibit   99    Notes to Pro Forma Financial Statements
                  Pro Forma Financial Statements