FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. 		2. Issuer Name and Ticker or Trading Symbol

Owens Corning [ (OC) ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
See footnotes 1 and 2
(Last)          (First)          (Middle)

39TH FLOOR, TOWER 45, 120 WEST 45TH ST 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/6/2008
(Street)

NEW YORK, NY 10036
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   8/6/2008     S    8400   D $26.005   13156281   D   (1) (2)
 
Common Stock   8/6/2008     S    7500   D $26.00   13148781   D   (1) (2)
 
Common Stock   8/6/2008     S    5000   D $25.9605   13143781   D   (1) (2)
 
Common Stock   8/6/2008     S    21300   D $25.9702   13122481   D   (1) (2)
 
Common Stock   8/6/2008     S    7400   D $25.9746   13115081   D   (1) (2)
 
Common Stock   8/6/2008     S    5478   D $25.9761   13109603   D   (1) (2)
 
Common Stock   8/6/2008     S    2800   D $25.9719   13106803   D   (1) (2)
 
Common Stock   8/6/2008     S    6100   D $25.9749   13100703   D   (1) (2)
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The Common Stock reported in Table I is held directly by D. E. Shaw Laminar Portfolios, L.L.C. ("Laminar") and D. E. Shaw Oculus Portfolios, L.L.C. ("Oculus"). D. E. Shaw & Co., L.P. ("DESCO LP"), as investment adviser to Laminar and Oculus; D. E. Shaw & Co., L.L.C. ("DESCO LLC"), as managing member of Laminar and Oculus; and David E. Shaw (as president and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as president and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC) may be deemed to be the beneficial owners of more than 10% of the Common Stock of the Issuer for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. (Continued in footnote 2)
( 2)  In accordance with instruction 4(b)(iv), the entire number of shares of Common Stock that may be deemed to be beneficially owned by Laminar, Oculus, DESCO LP, and DESCO LLC is reported herein. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any of the securities reported on this Form 4, except to the extent of any pecuniary interest therein. The reporting persons also may be deemed directors of the Issuer by virtue of DESCO LP employee David Lyon's service as a member of the Issuer's board of directors. None of Laminar, Oculus, DESCO LP, DESCO LLC, or David E. Shaw serves as a director of the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
D. E. SHAW LAMINAR PORTFOLIOS, L.L.C.
39TH FLOOR, TOWER 45
120 WEST 45TH ST
NEW YORK, NY 10036 		X X
See footnotes 1 and 2
D. E. Shaw Oculus Portfolios, L.L.C.
39TH FLOOR, TOWER 45
120 WEST 45TH ST
NEW YORK, NY 10036 		X X
See footnotes 1 and 2
D. E. SHAW & CO, L.P.
39TH FLOOR, TOWER 45
120 WEST 45TH ST
NEW YORK, NY 10036 		X X
See footnotes 1 and 2
D. E. SHAW & CO, L.L.C.
39TH FLOOR, TOWER 45
120 WEST 45TH ST
NEW YORK, NY 10036 		X X
See footnotes 1 and 2
SHAW DAVID E
39TH FLOOR, TOWER 45
120 WEST 45TH ST
NEW YORK, NY 10036 		X X
See footnotes 1 and 2

Signatures
By: D.E. Shaw Laminar Portfolios, L.L.C., By: D.E. Shaw & Co., L.L.C., as managing member, By: /s/ Rochelle Elias, Chief Compliance Officer 8/8/2008
** Signature of Reporting Person Date

By: D.E. Shaw Oculus Portfolios, L.L.C., By: D.E. Shaw & Co., L.L.C., as managing member, By: /s/ Rochelle Elias, Chief Compliance Officer 8/8/2008
** Signature of Reporting Person Date

By: D.E. Shaw & Co., L.P., By: /s/ Rochelle Elias, Chief Compliance Officer 8/8/2008
** Signature of Reporting Person Date

By: D.E. Shaw & Co., L.L.C., By: /s/ Rochelle Elias, Chief Compliance Officer 8/8/2008
** Signature of Reporting Person Date

By: /s/ Rochelle Elias, Attorney-in-Fact for David E. Shaw 8/8/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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