SECURITIES AND EXCHANGE COMMISSION 
                          Washington, D. C.  20549 
 
 
                                   Form 8-K 
                                AMENDMENT NO. 1
 
                                CURRENT REPORT 
 
                          Pursuant to Section 13 of 
                     the Securities Exchange Act of 1934 
 
 
      Date of Report (Date of earliest event reported) March 1, 1998
 
                            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 4 pages 
 
The Registrants hereby amend the Current Report on Form 8-K dated March 2, 1998 
to include additional information regarding the acquisition of the worldwide 
glass and plastic packaging businesses of BTR Plc.  The additional information 
is included on pages 3 - 18 of Exhibit 99.

Item 5.     Other Events. 
 
            On March 1, 1998, Owens-Illinois, Inc. issued a press release
announcing the signing of a definitive agreement to acquire the worldwide glass
and plastic packaging businesses of BTR Plc in an all-cash transaction valued
at US$3.6 billion.  The transaction will be financed initially by bank 
borrowings.  Promptly after closing, Owens-Illinois intends to refinance part 
of the bank borrowings by issuing a combination of public debt and equity 
securities, with the objective of maintaining its debt-to-capital ratio at 
approximately current levels.  The transaction, which is subject to the 
approval of BTR's shareholders and customary regulatory approvals, is scheduled
to close in the second quarter of 1998.  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 March 1, 1998.
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 









                              Page 2 of 4 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
                                        ---------------------------
                                        Senior Vice President and 
                                         Chief Financial Officer 
                                       (Principal Financial Officer) 
 
 
 
Dated:   March 4, 1998 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


                              Page 3 of 4 pages 
 
                                EXHIBIT INDEX 
 
 
Exhibit 
Number                             Exhibit                           
 
99          Owens-Illinois press release dated                       
            March 1, 1998 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


                              Page 4 of 4 pages