8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form 8-K

               Current Report Pursuant to Section 13 or 15(d) of
                          The Securities Act of 1934

Date of Report (Date of earliest event reported): February 23, 2001


                             PPG INDUSTRIES, INC.
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            (Exact name of registrant as specified in its charter)


Pennsylvania                     1-1687                      25-0730780
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(State or other jurisdiction     (Commission                 (I.R.S. Employer
of incorporation                 File Number)                Identification No.)



One PPG Place, Pittsburgh, Pennsylvania                      15272
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(Address of principal executive officers)                    (Zip Code)

Registrant's telephone number, including area code: (412) 434-3131


                                Not Applicable
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         (Former name or former address, if changed since last report)


Item 5. Other Events
        ------------

        On February 23, 2001, PPG Industries, Inc. issued the press release
attached hereto as Exhibit 99, which is incorporated by reference herein.

Item 7. Exhibit
        -------

        (99) PPG Industries, Inc. press release dated February 23, 2001.


                                   SIGNATURE
                                   ---------

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                      PPG INDUSTRIES, INC.
                                      -----------------------------------------
                                      (Registrant)


                                      /s/ James C. Diggs
                                      -----------------------------------------
                                      James C. Diggs
                                      Senior Vice President and General Counsel


Date: February 23, 2001

EX-99

                                                                      Exhibit 99


                                                Jeff Worden 412-434-3046
                                                            worden@ppg.com

PPG STRONGLY RECOMMENDS
SHAREHOLDERS REJECT MINI-TENDER OFFER

        PITTSBURGH, Feb. 23 -- PPG Industries strongly recommends that
shareholders reject an offer by TRC Capital Corporation to purchase up to
5,750,000 shares of PPG common stock at a price of $45.75 per share.

        Neither PPG nor its officers or directors are associated with TRC.

        The market price of PPG common stock at the close of business yesterday
was $49.94 per share, meaning TRC's offer price is below what shareholders could
receive by selling their shares in the public market.

        The Securities and Exchange Commission has warned investors that some
companies make "mini-tender" offers at "below-market prices, hoping that they
will catch investors off guard if the investors do not compare the offer price
to the current market price." The SEC defines mini-tenders as offers for less
than 5 percent of a company's stock.


                                    (more)


                                     - 2 -

        PPG suggests shareholders direct questions to their investment advisers.
Investors can obtain more information about mini-tender offers by visiting the
SEC's Web site: www.sec.gov/consumer/minitend.htm.
                ---------------------------------

        PPG, with headquarters in Pittsburgh, is a leading global supplier of
coatings and chemicals as well as continuous-strand fiber glass and flat and
fabricated glass. Sales exceeded US$8.6 billion in 2000.

                                  -21908/201-

Internet: www.ppg.com
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                          Forward-Looking Statements

Statements in this news release relating to matters that are not historical
facts are forward-looking statements reflecting the company's current view with
respect to future events and financial performance. These matters involve risks
and uncertainties that affect the company's operations, as discussed in PPG
Industries' Annual Report on Form 10K filed with the Securities and Exchange
Commission. Accordingly, many factors could cause actual results to differ
materially from the company's forward-looking statements.


Among these factors are increasing price and product competition by foreign and
domestic competitors, fluctuations in cost and availability of raw materials,
the ability to maintain favorable supplier relationships and arrangements,
economic and political conditions in international markets, the ability to
penetrate existing, developing and emerging foreign and domestic markets which
also depends on economic and political conditions, and foreign exchange rates
and fluctuations in those rates. Further, it is not possible to predict or
identify all such factors. Consequently, while the list of factors presented
here is considered representative, no such list should be considered to be a
complete statement of all potential risks and uncertainties. Unlisted factors
may present significant additional obstacles to the realization of
forward-looking statements.

Consequences of material differences in results as compared with those
anticipated in the forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal liability to
third parties and similar risks, any of which could have a material adverse
effect on the company's consolidated financial condition, operations or
liquidity.