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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Bramlage Stephen P JR 		2. Issuer Name and Ticker or Trading Symbol

OWENS ILLINOIS INC /DE/ [ OI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Senior Vice President and CFO
(Last)          (First)          (Middle)

ONE MICHAEL OWENS WAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/7/2013
(Street)

PERRYSBURG, OH 43551
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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 (Direct)   3/7/2013     A    1595   (1) A $0   22865   D    
Common Stock (Direct)   3/7/2013     A    7672   (2) A $0   30537   D    
Common Stock (Direct)   3/7/2013     S    2496   (3) D $26.0025   (4) 28041   D    
Common Stock (Indirect)                  425.8501   I   401-K Plan  

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
Stock Option (3/07/2013 $26.07)   $26.07   3/7/2013     A      16155         (5) 3/7/2020   Common Stock (Direct)   16155   $0   16155   D    

Explanation of Responses:
( 1)  Restricted shares received by the reporting person on March 7, 2013 pursuant to action taken on that date by the Company's Compensation Committee determining the number of shares payable to the reporting person under certain restricted stock units granted for the 2010-2012 grant period. The restricted stock units did not constitute derivative securities on the date of grant thereof.
( 2)  The shares are subject to restrictions on sale that expire, either (i) as to 25% of the shares on each of the first four anniversaries of the date of grant of such shares, or (ii) in their entirety upon the grantee's death or disability prior to a termination of employment.
( 3)  All shares were sold by the reporting person to cover the withholding tax on shares of restricted stock on which the restictions lapsed and on shares payable under the restricted stock units granted for the 2010-2012 grant period.
( 4)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.94 to $26.07, inclusive. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
( 5)  The option vests in four equal annual installments beginning on the first anniversary of the date of the grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bramlage Stephen P JR
ONE MICHAEL OWENS WAY
PERRYSBURG, OH 43551

Senior Vice President and CFO

Signatures
James W. Baehren for Stephen P. Bramlage 3/8/2013
** 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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