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 3 and 4.
(Last)          (First)          (Middle)

120 WEST FORTY-FIFTH STREET, 39TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/5/2009
(Street)

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

5/7/2009 
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   5/5/2009     A (1)    1225   (2) A   (1) 13095142   D   (3) (4)  

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)  Issued by Issuer in a transaction exempt under Rule 16b-3 to D. E. Shaw & Co., L.P. ("DESCO LP"), David Lyon's employer, as compensation for David Lyon's service as a director of the Issuer (see footnote 4). No consideration was paid for the security.
( 2)  Deferred share portion of quarterly Director retainer/fees.
( 3)  DESCO LP, as investment adviser to D. E. Shaw Laminar Portfolios, L.L.C. ("Laminar") and D. E. Shaw Oculus Portfolios, L.L.C. ("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.
( 4)  (Continued from Footnote 3) In accordance with instruction 4(b)(iv), the entire number of shares of Common Stock of the Issuer that may be deemed to be beneficially owned by Laminar, Oculus, DESCO LP, or DESCO LLC was previously reported. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any of the securities reported, except to the extent of any pecuniary interest therein. The reporting persons also may be deemed, for Section 16 purposes, directors of the Issuer by virtue of DESCO LP employee David Lyon's service as 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.

Remarks:
This Form 4 Amendment corrects the number of shares reported in column 4 of Table I in a Form 4 filed by the Reporting Persons on 5/7/2009.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
D. E. SHAW LAMINAR PORTFOLIOS, L.L.C.
120 WEST FORTY-FIFTH STREET
39TH FLOOR
NEW YORK, NY 10036 		X X
See footnotes 3 and 4.
D. E. Shaw Oculus Portfolios, L.L.C.
120 WEST FORTY-FIFTH STREET
39TH FLOOR
NEW YORK, NY 10036 		X X
See footnotes 3 and 4.
D. E. SHAW & CO, L.P.
120 WEST FORTY-FIFTH STREET
39TH FLOOR
NEW YORK, NY 10036 		X X
See footnotes 3 and 4.
D. E. SHAW & CO, L.L.C.
120 WEST FORTY-FIFTH STREET
39TH FLOOR
NEW YORK, NY 10036 		X X
See footnotes 3 and 4.
SHAW DAVID E
120 WEST FORTY-FIFTH STREET
39TH FLOOR
NEW YORK, NY 10036 		X X
See footnotes 3 and 4.

Signatures
D. E. Shaw Laminar Portfolios, L.L.C. By: Rochelle Elias, Authorized Signatory 5/8/2009
** Signature of Reporting Person Date

D. E. Shaw Oculus Portfolios, L.L.C. By: Rochelle Elias, Authorized Signatory 5/8/2009
** Signature of Reporting Person Date

D. E. Shaw & Co., L.P. By: Rochelle Elias, Chief Compliance Officer 5/8/2009
** Signature of Reporting Person Date

D. E. Shaw & Co., L.L.C. By: Rochelle Elias, Chief Compliance Officer 5/8/2009
** Signature of Reporting Person Date

David E. Shaw By: Rochelle Elias, Attorney-in-fact for David E. Shaw 5/8/2009
** 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.
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