SEC FORM 4

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

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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^*

GREENE JAMES H JR

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO.

2800 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OWENS ILLINOIS INC /DE/ [ OI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/08/2004		S⁽¹⁾		1,898,441	D	$22.98	2,466,559	I	See Footnotes⁽²⁾
Common Stock	12/08/2004		S⁽¹⁾		46,134	D	$22.98	59,941	I	See Footnotes⁽³⁾
Common Stock	12/08/2004		S⁽¹⁾		28,925	D	$22.98	0	I	See Footnotes⁽⁴⁾
Common Stock								3,446	D
Common Stock								12,500	I	By Trust⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares sold pursuant to the exercise of an over-allotment option as part of a registered offering.

2. These shares are directly owned by OII Associates, L.P. ("OII"). KKR Associates, L.P. ("KKR Associates") is the general partner of OII. As a general partner of KKR Associates, the Reporting Person may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, to share beneficial ownership of any shares of Common Stock beneficially owned, or deemed to be beneficially owned, by KKR Associates. The Reporting Person expressly disclaims any such beneficial ownership for purposes of Section 16, or for any other purpose, of any such shares, other than to the extent of his economic interest in such shares.

3. These shares are directly owned by KKR Partners II, L.P. ("KKR Partners"). KKR Associates, L.P. ("KKR Associates") is a general partner of KKR Partners. As a general partner of KKR Associates, the Reporting Person may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, to share beneficial ownership of any shares of Common Stock beneficially owned, or deemed to be beneficially owned, by KKR Associates. The Reporting Person expressly disclaims any such beneficial ownership for purposes of Section 16, or for any other purpose, of any such shares, other than to the extent of his economic interest in such shares.

4. These shares are directly owned by OII Associates II, L.P. ("OII II"). KKR Associates, L.P. ("KKR Associates") is a general partner of OII II. As a general partner of KKR Associates, the Reporting Person may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, to share beneficial ownership of any shares of Common Stock beneficially owned, or deemed to be beneficially owned, by KKR Associates. The Reporting Person expressly disclaims any such beneficial ownership for purposes of Section 16, or for any other purpose, of any such shares, other than to the extent of his economic interest in such shares.

5. Shares held in a living trust of which the Reporting Person is a trustee and beneficiary.

Remarks:

	/s/ Richard J. Kreider, Attorney-in-Fact for Reporting Person	12/10/2004
	** 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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