SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  Schedule 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No.1)

                                  Owens Corning
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    69073F103
                                 (CUSIP Number)

                                December 31, 2004
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
                                    is filed:

                                [X] Rule 13d-1(b)
                                [ ] Rule 13d-1(c)
                                [ ] Rule 13d-1(d)




CUSIP No. .............................................................69073F103

1)  Name of Reporting Person.......................Lehman Brothers Holdings Inc.

     S.S. or I.R.S. Identification No. of Above Person................13-3216325

2)   Check the Appropriate Box if a Member of a Group.................(a)  [   ]
                                                                      (b)  [   ]
3)   SEC Use Only

4)   Citizenship or Place of Organization...............................Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

5)   Sole Voting Power.................................................3,476,903

6)   Shared Voting Power.....................................................-0-

7)   Sole Dispositive Power............................................3,476,903

8)   Shared Dispositive Power................................................-0-

9)   Aggregate Amount Beneficially Owned by Each Reporting Person......3,476,903

10)  Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[   ]

11)  Percent of Class Represented by Amount in Row 9.......................6.27%

12)  Type of Reporting Person.................................................HC


CUSIP No. .............................................................69073F103

1)  Name of Reporting Person................................Lehman Brothers Inc.

     S.S. or I.R.S. Identification No. of Above Person................13-2518466

2)   Check the Appropriate Box if a Member of a Group.................(a)  [   ]
                                                                      (b)  [   ]
3)   SEC Use Only

4)   Citizenship or Place of Organization...............................Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

5)   Sole Voting Power.................................................3,476,903

6)   Shared Voting Power.....................................................-0-

7)   Sole Dispositive Power............................................3,476,903

8)   Shared Dispositive Power................................................-0-

9)   Aggregate Amount Beneficially Owned by Each Reporting Person......3,476,903

10)  Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[   ]

11)  Percent of Class Represented by Amount in Row 9.......................6.27%

12)  Type of Reporting Person.................................................BD



Item 1(a).        Name of Issuer:

                  Owens Corning

Item 1(b).        Address of Issuer's Principal Executive Offices:

                  One Owens Corning Parkway
                  Toledo, Ohio 43659

Item 2(a).        Name of Person(s) Filing:

                  Lehman Brothers Holdings Inc.
                  Lehman Brothers Inc.


Item 2(b).        Address of Principal Business Office:

                  Lehman Brothers Holdings Inc.
                  745 Seventh Avenue
                  New York, New York 10019

                  Lehman Brothers Inc.
                  745 Seventh Avenue
                  New York, New York 10019


Item 2(c).        Citizenship or Place of Organization:

                  Lehman Brothers Holdings Inc. ("Holdings") is a corporation
                  organized under the laws of the State of Delaware.

                  Lehman Brothers Inc. ("LBI") is a corporation organized under
                  the laws of the State of Delaware.


Item 2(d).        Title of Class of Securities:

                  Common Stock

Item 2(e).        CUSIP Number:

                  69073F103

Item     3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
         (c), check whether the person filing is a:

              (a) [ ] A broker or dealer under Section 15 of the 1934 Act
              (b) [ ] A bank as defined in Section 3(a)(6) of the 1934 Act
              (c) [ ] An insurance company as defined in Section 3(a)(19) of the
                      1934 Act
              (d) [ ] An investment company registered under Section 8 of the
                      Investment Company Act of 1940
              (e) [ ] An investment advisor in accordance with Rule 13d-1(b)(1)
                     (ii)(E)
              (f) [ ] An employee benefit plan or endowment fund in accordance
                      with Rule 13d-1(b)(1)(ii)(F)
              (g) [X] A parent holding company or control person in accordance
                      with Rule 13d-1(b)(1)(ii)(G)
              (h) [ ] A savings association as defined in Section 3(b) of the
                      Federal Deposit Insurance Act
              (i) [ ] A church plan that is excluded from the definition of
                      investment company under Section 3(c)(14)Of the Investment
                      Company Act of 1940
              (j) [ ] A group, in accordance with Rule 13d-1(b)(1)(ii)(J)


Item 4.       Ownership

              (a)      Amount Beneficially Owned

                       See Item 9 of cover page.

              (b)      Percent of Class:

                       See Item 11 of cover page.

              (c)      Number of shares as to which the person has:

                  (i) sole power to vote or to direct the vote
                  (ii) shared power to vote or to direct the vote
                  (iii) sole power to dispose or to direct the disposition
                  (iv) shared power to dispose or to direct the disposition

                  See Items 5-8 of cover page.

Item 5.           Ownership of Five Percent or Less of a Class

                  If this statement is being filed to report the fact that as of
                  the date hereof the reporting person has ceased to be the
                  beneficial owner of more than five percent of the class of
                  securities, check the following [ ].

Item 6.           Ownership of More than Five Percent on Behalf of Another
                  Person

                  Not Applicable

Item 7.  Identification  and Classification of the Subsidiary which Acquired the
         Security being Reported on by the Parent Holding Company or Control
         Person

                  The relevant subsidiary is LBI, a Broker/Dealer registered
                  under Section 15 of the 1934 Act.

                  LBI is the actual owner of all of the shares of Common Stock
                  reported herein.

                  Under the rules and regulations of the Securities and Exchange
                  Commission, Holdings may be deemed to be the beneficial owner
                  of the shares of Common Stock owned by LBI.

Item 8.       Identification and Classification of Members of the Group

                  Not Applicable

Item 9.       Notice of Dissolution of Group

                  Not Applicable


Item 10.      Certification

[X]   By signing below I certify that, to the best of my knowledge and belief,
      the securities referred to above were acquired and are held in the
      ordinary course of business and were not acquired and are not held for the
      purpose of or with the effect of changing or influencing the control of
      the issuer of the securities and were not acquired and are not held in
      connection with or as a participant in any transaction having that purpose
      or effect.

[ ]   By signing below I hereby certify that, to the best of my knowledge and
      belief, the securities referred to above were not acquired and are not
      held for the purpose of or with the effect of changing or influencing the
      control of the issuer of the securities and were not acquired and are not
      held in connection with or as a participant in any transaction having that
      purpose or effect.

After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.

Dated: February 14, 2005

LEHMAN BROTHERS HOLDINGS INC.


      By: /s/ Barrett S. DiPaolo
      Name:  Barrett S. DiPaolo
      Title: Vice President

LEHMAN BROTHERS INC.


      By: /s/ Barrett S. DiPaolo
      Name: Barrett S. DiPaolo
      Title:Senior Vice President



                       EXHIBIT A - JOINT FILING AGREEMENT

         The undersigned hereby agree that the Statement on Schedule 13G filed
herewith (and any amendments thereto), is being filed jointly with the
Securities and Exchange Commission pursuant to Rule 13d-1(k) (1) under the
Securities Exchange Act of 1934, as amended, on behalf of each such person.

Dated: February 14, 2005

LEHMAN BROTHERS HOLDINGS INC.


By:   /s/ Barrett S. DiPaolo
      Name:  Barrett S. DiPaolo
      Title: Vice President

LEHMAN BROTHERS INC.


By:   /s/ Barrett S. DiPaolo
      Name: Barrett S. DiPaolo
      Title:Senior Vice President