SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C.  20549


                                  Form 8-K


                               CURRENT REPORT

                          Pursuant to Section 13 of
                     the Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported) May 16, 1997

                            Owens-Illinois, Inc.
- --------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)


      Delaware                     1-9576                 22-2781933
   ---------------               -----------         -------------------
   (State or other               (Commission             (IRS Employer
   jurisdiction of                File No.)          Identification No.)
   incorporation)


                         Owens-Illinois Group, Inc.
- --------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)


      Delaware                    33-13061                34-1559348
   ---------------               -----------         -------------------
   (State or other               (Commission             (IRS Employer
   jurisdiction of                File No.)          Identification No.)
   incorporation)


      One SeaGate, Toledo, Ohio                              43666
- --------------------------------------------------------------------------------
   (Address of principal executive offices)               (Zip code)

      Registrants' telephone number,
        including area code:                             419-247-5000





                           Exhibit Index -- Page 4


                              Page 1 of 6 pages

Item 5.     Other Events.

            On May 16, 1997, Owens-Illinois, Inc. issued a press release
announcing the consummation of: (1) its previously announced common stock
offering and senior note offerings; (2) amendments to its bank credit facility;
and, (3) release of collateral securing the credit facility and the Company's
11% senior debentures due 2003.  In addition, the Company announced the call
for redemption on June 16, 1997 of an aggregate of $400 million principal
amount of its senior subordinated notes.  The press release is set forth as
Exhibit 99 hereto.


Item 7.     Financial Statements and Exhibits.

       (c)  Exhibits

            Exhibit 99 - Owens-Illinois press release dated May 16, 1997.




































                              Page 2 of 6 pages

                                 SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the 
undersigned thereunto duly authorized.



                                   OWENS-ILLINOIS, INC.
                                   OWENS-ILLINOIS GROUP, INC.


                                   By   /s/ Lee A. Wesselmann
                                        ----------------------
                                          Lee A. Wesselmann
                                      Senior Vice President and
                                       Chief Financial Officer
                                    (Principal Financial Officer)
                                     



Dated:   May 16, 1997





























                              Page 3 of 6 pages

                                EXHIBIT INDEX


Exhibit
Number                             Exhibit                           Page

99          Owens-Illinois press release dated May 16, 1997           5














































                              Page 4 of 6 pages