SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. (Last) (First) (Middle) 120 WEST FORTY-FIFTH STREET 39TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Owens Corning [ OC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) X Other (specify below) See footnotes 6 and 7.
	3. Date of Earliest Transaction (Month/Day/Year) 05/06/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	05/06/2009		S		847,701	D	$18.4592(1)	12,247,441	D(6)(7)
Common Stock	05/06/2009		S		197,663	D	$19.7434(2)	12,049,778	D(6)(7)
Common Stock	05/07/2009		S		256,671	D	$16.3648(3)	11,793,107	D(6)(7)
Common Stock	05/07/2009		S		130,690	D	$17.6882(4)	11,662,417	D(6)(7)
Common Stock	05/08/2009		S		774,588	D	$16.3806(5)	10,887,829	D(6)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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

1. Name and Address of Reporting Person* D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. (Last) (First) (Middle) 120 WEST FORTY-FIFTH STREET 39TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) X Other (specify below) See footnotes 6 and 7.

1. Name and Address of Reporting Person* D. E. Shaw Oculus Portfolios, L.L.C. (Last) (First) (Middle) 120 WEST FORTY-FIFTH STREET 39TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) X Other (specify below) See footnotes 6 and 7.

1. Name and Address of Reporting Person* D. E. SHAW & CO, L.P. (Last) (First) (Middle) 120 WEST FORTY-FIFTH STREET 39TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) X Other (specify below) See footnotes 6 and 7.

1. Name and Address of Reporting Person* D. E. SHAW & CO, L.L.C. (Last) (First) (Middle) 120 WEST FORTY-FIFTH STREET 39TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) X Other (specify below) See footnotes 6 and 7.

1. Name and Address of Reporting Person* SHAW DAVID E (Last) (First) (Middle) 120 WEST FORTY-FIFTH STREET 39TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) X Other (specify below) See footnotes 6 and 7.

Explanation of Responses:

1. Weighted average sale price for the transactions report on this line. Actual sales ranged in price from $18.015 to $18.65. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

2. Weighted average sale price for the transactions report on this line. Actual sales ranged in price from $19.25 to $19.8036. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

3. Weighted average sale price for the transactions report on this line. Actual sales ranged in price from $16.11 to $17.09. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

4. Weighted average sale price for the transactions report on this line. Actual sales ranged in price from $17.25 to $18.11. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

5. Weighted average sale price for the transactions report on this line. Actual sales ranged in price from $16.00 to $16.69. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

6. D. E. Shaw & Co., L.P. ("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.

7. (Continued from Footnote 6) 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.

	D. E. Shaw Laminar Portfolios, L.L.C. By: Rochelle Elias, Authorized Signatory	05/08/2009
	D. E. Shaw Oculus Portfolios, L.L.C. By: Rochelle Elias, Authorized Signatory	05/08/2009
	D. E. Shaw & Co., L.P. By: Rochelle Elias, Chief Compliance Officer	05/08/2009
	D. E. Shaw & Co., L.L.C. By: Rochelle Elias, Chief Compliance Officer	05/08/2009
	David E. Shaw By: Rochelle Elias, Attorney-in-fact for David E. Shaw	05/08/2009
	** 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.
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 Number.