WASHINGTON, D. C.   20549

(Mark one)                         FORM 10-Q

   [x]      Quarterly Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                       For Quarter Ended March 31, 1994
   [ ]         Transition Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

                             Owens-Illinois, Inc.                             
- - ------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

   Delaware                        1-9576                    22-2781933       
- - ----------------                 -----------               -------------------
(State or other                  (Commission               (IRS Employer
jurisdiction of                  File No.)                 Identification No.)
incorporation or

                         Owens-Illinois Group, Inc.                           
- - ------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

   Delaware                       33-13061                   34-1559348       
- - ----------------                 -----------               -------------------
(State or other                  (Commission               (IRS Employer
jurisdiction of                  File No.)                 Identification No.)
incorporation or

                   One SeaGate, Toledo, Ohio                          43666   
- - ------------------------------------------------------------------------------
             (Address of principal executive offices)               (Zip Code)

- - ------------------------------------------------------------------------------
             (Registrants' telephone number, including area code)

      Indicate by check mark whether the registrants (1) have filed all
      reports required to be filed by Section 13 or 15(d) of the
      Securities Exchange Act of 1934 during the preceding 12 months (or
      for such shorter period that the registrants were required to file
      such reports), and (2) have been subject to such filing
      requirements for the past 90 days.  Yes  [X]    No  [ ]  

      Indicate the number of shares outstanding of each of the issuer's
      classes of common stock as of the latest practicable date.

      Owens-Illinois, Inc. $.01 par value common stock - 118,978,327
      shares at March 31, 1994.

      Owens-Illinois Group, Inc. $.01 par value common stock - 100
      shares at March 31, 1994.

                          PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

The Condensed Consolidated Financial Statements presented on pages 3 through 6
are unaudited but, in the opinion of management, reflect all adjustments
necessary to present fairly such information for the periods and at the dates
indicated.  Since the following condensed unaudited financial statements have
been prepared in accordance with Article 10 of Regulation S-X, they do not
contain all information and footnotes normally contained in annual
consolidated financial statements; accordingly they should be read in
conjunction with the Consolidated Financial Statements and notes thereto
included in the Registrants' Annual Report on Form 10-K for the year ended
December 31, 1993.


                             OWENS-ILLINOIS, INC.
                  Three months ended March 31, 1994 and 1993
                (Millions of dollars, except per-share amounts)

                                                            1994        1993
                                                          ------      ------
  Net sales                                               $839.2      $832.1
  Interest and dividends                                     4.5         3.6
  Royalties and net technical assistance                     7.0         7.5
  Equity earnings                                            4.9         5.8
  Other                                                      6.4         2.0
                                                          ------      ------
                                                           862.0       851.0

Costs and expenses:
  Manufacturing, shipping, and delivery                    674.1       663.6
  Research and development                                   6.8         5.9
  Engineering                                                6.0         5.9
  Selling and administrative                                48.5        45.0
  Interest                                                  67.6        73.0
  Other                                                      3.2        12.6
                                                          ------      ------
                                                           806.2       806.0
                                                          ------      ------
Earnings from continuing operations 
   before items below                                       55.8        45.0

Provision for income taxes                                  24.0        19.0
Minority share owners' interests in earnings              
  of subsidiaries                                            3.7         3.3
                                                          ------      ------
Earnings from continuing operations                         28.1        22.7

Net loss from discontinued operations                                    (.9)
                                                          ------      ------
Net earnings                                              $ 28.1      $ 21.8 
                                                          ======      ======
Earnings per share of common stock:

  Earnings from continuing operations                     $ 0.23      $ 0.19 

  Net loss from discontinued operations                                (0.01)
                                                          ------      ------
  Net earnings                                            $ 0.23      $ 0.18 
                                                          ======      ======

                            See accompanying notes.


                             OWENS-ILLINOIS, INC.
             March 31, 1994, December 31, 1993, and March 31, 1993
                             (Millions of dollars)

                                             March 31,   Dec. 31,    March 31,
                                               1994        1993        1993  
                                             --------    --------    --------
Current assets:
 Cash, including time deposits               $   59.0    $   67.1    $   66.2  
 Short-term investments, at cost which
    approximates market                          26.1        26.5        77.5  
 Receivables, less allowances for losses
    and discounts ($29.9 at March 31, 1994,
    $31.3 at December 31, 1993, and $28.3 at
    March 31, 1993)                             418.1       340.0       243.6
  Inventories                                   473.1       472.8       602.2
  Prepaid expenses                               56.6        53.6         5.5
                                             --------    --------    --------
      Total current assets                    1,032.9       960.0       995.0

Investments and other assets:
  Domestic investments and advances              20.9        20.6        82.6
  Foreign investments and advances               61.9        81.9        87.9
  Repair parts inventories                      145.7       137.5       153.6
  Deferred taxes                                 26.1        40.7
  Prepaid pension                               626.0       616.5       667.9
  Insurance for asbestos-related costs          650.0       282.9       171.2
  Deposits, receivables, and other assets       215.8       180.5       216.9
  Excess of purchase cost over net assets
    acquired, net of accumulated 
    amortization ($206.6 at March 31, 
    1994, $198.7 at December 31, 1993, 
    and $189.0 at March 31, 1993)             1,069.8     1,083.0     1,161.6
                                             --------    --------    --------
      Total investments and other assets      2,816.2     2,443.6     2,541.7

Property, plant, and equipment, at cost       2,659.9     2,485.9     2,568.9
Less accumulated depreciation                 1,085.1       988.1     1,001.4
                                             --------    --------    --------
      Total property, plant, and equipment    1,574.8     1,497.8     1,567.5
                                             --------    --------    --------
Total assets                                 $5,423.9    $4,901.4    $5,104.2
                                             ========    ========    ========

                            See accompanying notes.



                                             March 31,   Dec. 31,    March 31,
                                               1994        1993        1993  
                                             --------    --------    --------
Liabilities and Share Owners' Equity
Current liabilities:
  Short-term loans and long-term debt
    due within one year                      $   88.3    $   67.6    $  134.0
  Current portion of asbestos-related
    liabilities                                 140.0
  Accounts payable and other liabilities        632.6       658.5       681.0
                                             --------    --------    --------
      Total current liabilities                 860.9       726.1       815.0

Long-term debt                                2,567.8     2,419.3     2,945.6

Deferred taxes                                   33.8        32.7        66.8

Nonpension postretirement benefits              412.7       415.3       493.7

Asbestos-related liabilities                    513.0       325.0

Other liabilities                               596.6       597.0       409.4

Commitments and contingencies

Minority share owners' interests                116.4        91.2        59.1

Share owners' equity:
  Preferred stock                                26.3        26.3        26.3
  Common stock, par value $.01 per share
    (118,978,327 shares outstanding at 
    March 31, 1994)                               1.2         1.2         1.2 
  Capital in excess of par value              1,033.9     1,033.9     1,034.0
  Deficit                                      (668.6)     (696.7)     (679.8)
  Cumulative foreign currency translation
    adjustment                                  (70.1)      (69.9)      (67.1)
                                             --------    --------    --------
      Total share owners' equity                322.7       294.8       314.6 
                                             --------    --------    --------
Total liabilities and share owners' equity   $5,423.9    $4,901.4    $5,104.2
                                             ========    ========    ========

                            See accompanying notes.


                             OWENS-ILLINOIS, INC.
                  Three months ended March 31, 1994 and 1993
                             (Millions of dollars)

                                                         1994            1993
                                                      -------         -------
Cash flows from operating activities:
  Earnings from continuing operations                 $  28.1         $  22.7
  Non-cash charges:
    Depreciation                                         49.3            48.7
    Amortization of deferred costs                       11.3            13.2 
    Other                                                16.6              .7
  Change in non-current operating assets                (11.3)          (14.0)
  Dividends from equity affiliates                        1.8             2.1
  Asbestos-related payments                             (39.1)          (24.5)
  Reduction of non-current liabilities                   (1.1)            (.1)
  Change in components of working capital               (94.4)           17.2 
                                                      -------         -------
    Cash provided by (utilized in) continuing
      operating activities                              (38.8)           66.0 
    Cash provided by discontinued operating
      activities                                                          2.7 
                                                      -------         -------
    Cash provided by (utilized in) operating
      activities                                        (38.8)           68.7

Cash flows from investing activities:
  Additions to property, plant, and equipment           (54.0)          (46.0)
  Acquisitions and other                                (44.7)           (7.5)
  Net cash proceeds from divestitures                      .7              .1
                                                      -------         -------
    Cash utilized in investing activities               (98.0)          (53.4)

Cash flows from financing activities:
  Additions to long-term debt                           408.3             6.3
  Repayments of long-term debt                         (278.1)          (41.4)
  Increase in short-term loans                           14.5            12.6
                                                      -------         -------
    Cash provided by (utilized in)
      financing activities                              144.7           (22.5)

Effect of exchange rate fluctuations on cash            (16.0)           (7.7)
                                                      -------         -------
Decrease in cash                                         (8.1)          (14.9)

Cash at beginning of period                              67.1            81.1
                                                      -------         -------
Cash at end of period                                 $  59.0         $  66.2
                                                      =======         =======

                            See accompanying notes.


                             OWENS-ILLINOIS, INC.
                      Tabular data in millions of dollars

1.  Asbestos-related Asset and Liability

In 1994, the Company adopted the provisions of Financial Accounting Standards
Board Interpretation No. 39, "Offsetting of Amounts Related to Certain
Contracts," ("FIN 39"), which prohibits offsetting receivables and payables
unless several specific conditions are met, thereby establishing a valid right
of setoff.  Accordingly, the Company increased the receivables under asbestos-
related insurance contracts to the total expected to be received, and
increased the liability for asbestos-related costs by an equal amount
representing the insured portion of anticipated future spending.  This change
did not impact earnings and, as provided in FIN 39, statements for periods
prior to 1994 have not been restated.

2.  Inventories

Major classes of inventory were as follows:

                                       March 31,    December 31,    March 31,
                                         1994           1993          1993   
                                       ---------    ------------    ---------
  Finished goods                          $375.1          $370.4       $473.4
  Work in process                            5.5             7.6         29.0
  Raw materials                             66.3            67.2         68.5
  Operating supplies                        26.2            27.6         31.3
                                          ------          ------       ------
                                          $473.1          $472.8       $602.2
                                          ======          ======       ======
3.  Accounts Receivable

In February 1993, certain operating subsidiaries of the Company entered into a
five-year agreement pursuant to which they sold without recourse on a
revolving basis substantially all of their receivables to another subsidiary
of the Company.  Certificates representing a $180 million senior undivided
interest in the receivables were purchased by a group of insurance companies
and commercial banks.  These transactions were reflected as a sale of
receivables in the Company's financial statements.  To the extent seasonally
lower shipments limited the amount of receivables available for sale, cash
collections from receivables previously sold were temporarily invested in a
collateral equalization account.  At March 31, 1993 the equalization account
totalled $47.7 million and was included in short-term investments in the
condensed consolidated balance sheet.  Following the termination of the
program in late 1993, the certificates were repaid and the remaining
collateral was returned to the Company.


4.  Long-Term Debt

The following table summarizes the long-term debt of the Company:
                                               March 31,  Dec. 31,   March 31,
                                                 1994       1993       1993   
Bank Credit Agreement:                         --------   --------   ---------
  Revolving Loans                              $  266.3   $   57.6   $   40.0
  Working Capital and Swing Line Loans                                  170.0
  Bid Rate Loans                                  195.0                  60.0
Senior Notes and Debentures:
  Senior Debentures, 11%, due 1999 to 2003      1,000.0    1,000.0    1,000.0
  Series A Senior Reset Notes                                            41.2
  Senior Variable Rate Notes                                 268.9      370.0
  12-1/2% Senior Notes                                                  130.0
Senior Subordinated Notes:
  10-1/4%, due 1999                               250.0      250.0      250.0
  10-1/2%, due 2002                               150.0      150.0      150.0
  10%, due 2002                                   250.0      250.0      250.0
  9-3/4%, due 2004                                200.0      200.0      200.0
  9.95%, due 2004                                 100.0      100.0      100.0
Other                                             181.3      161.2      249.8
                                               --------   --------   --------
                                                2,592.6    2,437.7    3,011.0
  Less amounts due within one year                 24.8       18.4       65.4
                                               --------   --------   --------
    Long-term debt                             $2,567.8   $2,419.3   $2,945.6
                                               ========   ========   ========

In December 1993, the Company entered into an agreement with a group of banks
("Bank Credit Agreement" or "Agreement") which provides Revolving Loan
Commitments under which the Company may borrow up to $1 billion through
December 1998.  Amounts outstanding under the Company's previous credit
agreement were repaid.  The Agreement includes Swing Line and Overdraft
Account facilities providing for aggregate borrowings up to $50 million which
reduce the amount available for borrowing under the Revolving Loan
Commitments.  In addition, the terms of the Bank Credit Agreement permit the
Company to request Bid Rate Loans from banks participating in the Agreement
and to issue Commercial Paper notes to other purchasers.  Borrowings
outstanding under Bid Rate Loans and Commercial Paper notes are limited to
$450 million in the aggregate and reduce the amount available for borrowing
under the Revolving Loan Commitments.  The Revolving Loan Commitments also
provide for the issuance of letters of credit totaling up to $300 million.

At March 31, 1994, the Company had unused credit available under the Bank
Credit Agreement of $433.3 million.  

Revolving loans bear interest, at the Company's option, at the prime rate or a
Eurodollar deposit-based rate plus a margin linked to published ratings of the
Company's senior debt instruments.  The margin is currently .875% and is
limited to a range of .625% to 1%.  Swing Line and Overdraft Account loans
bear interest at the prime rate minus the commitment fee percentage, defined
below.  The weighted average interest rate on borrowings outstanding under the


Bank Credit Agreement at March 31, 1994, was 4.24%.  While no compensating
balances are required by the Agreement, the Company must pay a commitment fee
on the excess of the Revolving Loan Commitments over the aggregate amount of
Revolving Loans outstanding.  The commitment fee, currently .375%, is subject
to reduction to .25%, also based on changes in published ratings.

The capital stock and intercompany debt obligations of most of the Company's
domestic subsidiaries are pledged as collateral for borrowings under the
Agreement and certain other obligations.  While these pledges do not directly
encumber the operating assets owned by these subsidiaries, the Agreement
restricts the creation of liens on them.  The Agreement also requires the
maintenance of certain financial ratios, restricts the incurrence of
indebtedness and other contingent financial obligations, and restricts certain
types of business activities and investments.

The Senior Debentures rank pari passu with the obligations of the Company under
the Bank Credit Agreement and other senior indebtedness, and senior in right
of payment to all existing and future subordinated debt of the Company.  The
Senior Debentures are guaranteed on a senior basis by the Company's wholly
owned subsidiary, Owens-Illinois Group, Inc. ("Group"), and most of the
Company's domestic subsidiaries and secured by a pledge of the capital stock
of, and intercompany indebtedness of, Group and such subsidiaries.

5.  Discontinued Operations

On June 24, 1993, the Company and Group completed the sale of all the issued
and outstanding shares of stock of Group's wholly owned subsidiary, Libbey
Inc. ("Libbey"), through an underwritten initial public offering.  Libbey
operated the glass tableware business of the Company, which is presented as a
discontinued operation in the accompanying financial statements.

Summary results of operations information for the Libbey business is as

                                                     Three months
                                                    March 31, 1993
      Total revenues                                     $59.0
      Costs and expenses                                  51.5
        Earnings before interest and taxes                 7.5
      Interest expense                                     9.1
        Loss before income taxes                          (1.6)
      Credit for income taxes                              (.7)
      Net loss                                           $ (.9)

Interest expense allocated to discontinued operations is based on the
indebtedness expected to be repaid with the proceeds from the sale of the
Libbey business at applicable interest rates in effect during the period.


Summary balance sheet information for the Libbey business at March 31, 1993 is
as follows:

                                                    March 31, 1993
      Current assets                                    $ 66.7
      Current liabilities                                (27.2)
        Net current assets                                39.5

      Property, plant and equipment (net)                 94.0
      Other non-current assets                            54.5
      Non-current liabilities                            (51.0)
        Net non-current assets                            97.5
      Net assets                                        $137.0

6.  Cash Flow Information

Interest paid in cash aggregated $34.8 million for the first quarter of 1994
and $43.0 million for the first quarter of 1993.  Income taxes paid in cash
totaled $6.3 million for the first quarter of 1994 and $6.4 million for the
first quarter of 1993.

7.  Contingencies 

The Company is one of a number of defendants (typically 10 to 20) in a
substantial number of lawsuits filed in numerous state and federal courts by
persons alleging bodily injury (including death) as a result of exposure to
dust from asbestos fibers.  From 1948 to 1958, one of the Company's former
business units commercially produced and sold a high-temperature, clay-based
insulating material containing asbestos.  The insulation material was used in
limited industrial applications such as shipyards, power plants and chemical
plants.  During its ten years in the high-temperature insulation business, the
Company's aggregate sales of insulation material containing asbestos were less
than $40 million.  The Company exited the insulation business in April 1958. 
The lawsuits relating to such production and sale of asbestos material
typically allege various theories of liability, including negligence, gross
negligence and strict liability and seek compensatory and punitive damages in
various amounts.  As of March 31, 1994, the Company estimates that it is a
named defendant in asbestos bodily injury lawsuits and claims involving
approximately 39,000 plaintiffs and claimants.

The Company's indemnity payments per claim have varied, and are expected to
continue to vary considerably over time.  They are affected by a multitude of
factors, including the type and severity of the disease sustained by the
claimant; the occupation of the claimant; the extent of the claimant's
exposure to asbestos-containing insulation products manufactured or sold by


the Company; the extent of the claimant's exposure to asbestos-containing
products manufactured or sold by other producers; the number and financial
resources of other producer defendants; the jurisdiction of suit; the presence
or absence of other possible causes of the claimant's illness; the
availability of legal defenses such as the statute of limitations or state of
the art; and whether the claim was resolved on an individual basis or as part
of a group settlement.  Approximately 30% of the claims filed in 1993 were
from claimants who claim so called "in place" exposure to asbestos containing
products.  These cases appear to involve significantly less serious disease
and less exposure to the Company's product compared to traditional filings. 
Indemnity payments in bodily injury lawsuits and the property damage lawsuits
referred to below may also be affected by settlement and judgment payments by
other defendants, which may take the form of a judgment credit for such
settlements.  Because the scope and extent of such third party contribution
vary considerably according to applicable state law, the Company is unable to
estimate the extent to which such contribution may affect indemnity payments.

The Company is also one of a number of defendants (typically 15 to 30) in a
number of lawsuits and claims, some of which are class actions, brought by or
on behalf of public or private property owners, alleging damages as a result
of the presence of asbestos-containing insulation in various properties. 
These lawsuits typically assert multiple theories of liability, including
negligence, breach of warranty and strict liability, and seek various forms of
monetary and equitable relief, including compensatory and punitive monetary
damages, restitution and removal of asbestos-containing material.  As of March
31, 1994, the Company was a named defendant in 22 such pending property damage
lawsuits and claims.

The damage claims, including both compensatory and punitive damage claims,
against the Company and the other defendants in the asbestos bodily injury and
property damage lawsuits and claims referred to above exceed several billion
dollars in the aggregate.  Additionally, since 1982 a number of former
producers and/or miners of asbestos or asbestos-containing products which were
or would be co-defendants with the Company in the bodily injury lawsuits and
claims and/or in the property damage lawsuits and claims have filed for
reorganization under Chapter 11 of the United States Bankruptcy Code ("Co-
Defendant Bankruptcies") including, most recently, Keene Corporation, which
filed in 1993.  Pending lawsuits have been stayed as to all but one of these
entities, but continue against the Company and the other defendants.  Also,
the trust created by the Manville Chapter 11 Reorganization Plan and charged
with the responsibility for resolving asbestos bodily injury claims against
Manville was found to be a limited fund by the United States District Court
for the Eastern District of New York and virtually all proceedings against the
trust have been stayed.  A mandatory settlement class was certified against
the trust resolving all claims by both plaintiffs and co-defendants; however,
the United States Court of Appeals for the Second Circuit reversed the
decision approving the settlement and remanded the case for further
proceedings.  The outcome of this matter is uncertain at this time.  

In July, 1991, the Judicial Panel on Multidistrict Litigation consolidated in
the Eastern District of Pennsylvania virtually all of the approximately 30,000
federal cases for possible coordinated and aggregate disposition and other


processing techniques (the "MDL Case").  Included in the MDL Case is a case in
the Eastern District of Texas where a petition had been filed to certify a
nationwide litigation class action with respect to all asbestos-related bodily
injury claims pending in the United States both in federal and state court. 
The Company believes that such a nationwide litigation class action is not
supported by the existing case law.  The number of plaintiffs in the cases
pending in the MDL case in which the Company is a defendant is included in the
reported pending plaintiffs and claimants.  In 1992, the court entered an
order severing and retaining any claims for punitive damages in cases remanded
for trial of the compensatory damage claims.  The court, through various
administrative orders, is giving priority to claims involving malignancies and
serious asbestosis both in terms of settlement activity and in terms of remand
for trial where a settlement with all defendants is not possible.

In addition, in January, 1993, in an action in which the Company was not a
party, a class action complaint, an answer and a stipulation of settlement of
such class action complaint were filed contemporaneously in the United States
District Court for the Eastern District of Pennsylvania.  The lawsuit and
settlement are between a proposed class of persons occupationally or
secondarily exposed to asbestos but who did not have bodily injury suits
pending as of January 15, 1993, and a group of 20 companies who manufactured
or sold asbestos products and whose asbestos claims are managed by the Center
for Claims Resolution.  The Company and a number of other former producers of
asbestos-containing products are not members of the Center for Claims
Resolution.  The proposed settlement, negotiated between the member companies
and class counsel, seeks to create an administrative mechanism to process
future asbestos-related claims against such companies.  Under the proposed
settlement, in order to receive compensation, claimants would be required to
satisfy objective medical and product exposure criteria.  The class action and
proposed settlement raise a number of novel and complex issues, including the
potential impact of the proposed settlement on the Company's contribution and
settlement credit rights.  In August, 1993, another of the Company's co-
defendants filed an action, which was thereafter provisionally certified as a
mandatory settlement class of all future asbestos-related claims.  This action
was integrally related to separate settlements by this co-defendant of all of
its non-future asbestos claims and of its insurance coverage claims against
its insurers. 

The precise impact on the Company of the Co-Defendant Bankruptcies and other
proceedings mentioned above is not determinable.  These filings and
proceedings have created a substantial number of unprecedented and complex
issues.  However, the Company believes the Co-Defendant Bankruptcies probably
have adversely affected the Company's share of the total liability to
plaintiffs in previously settled or otherwise determined lawsuits and claims
and also may adversely affect the Company's share of the total liability to
plaintiffs in the future.  Additionally, the Company believes that the
dissemination of the required class notice in the Center for Claims Resolution
class action described above may increase the number of claims and lawsuits
against the Company.

In April, 1986, the Company and Aetna Life & Casualty Company ("Aetna") agreed
to a final settlement fully resolving litigation between them (which followed


the entry of partial summary judgment in favor of the Company in such
litigation).  Under its agreement with Aetna, in 1990 the Company began paying
along with Aetna the costs incurred in connection with asbestos bodily injury
lawsuits and claims; these payments by the Company also reduced the policy
limits.  The Company has processed claims, or identified claims to be
processed, which has effectively exhausted its coverage under the Aetna
agreement.  The Company presently has similar litigation pending in New Jersey
against the Company's insurers, agents and related parties for the years 1977
through 1985 in which the Company seeks damages and a declaration of coverage
for both asbestos bodily injury and property damage claims under insurance
policies in effect during those years (Owens-Illinois, Inc. v. United
Insurance Co., et al, Superior Court of New Jersey, Middlesex County, November
30, 1984.)  The total coverage sought in this litigation and, in the Company's
opinion, applicable to both bodily injury and property damage is in excess of
$600 million.  The annual self-insurance applicable to such coverage is $1.0
million.  The Company is also seeking additional coverage applicable solely to
property damage claims.  In April 1990, the Company obtained summary judgment
for the coverage sought in this litigation and one of the defendant insurers,
in turn, obtained summary judgment under certain reinsurance contracts.  The
defendants appealed the summary judgment granted to the Company and in April,
1993, the New Jersey Superior Court, Appellate Division affirmed the trial
court on all policy interpretation issues but remanded for trial certain other
issues.  All parties petitioned the New Jersey Supreme Court for review.  In
January, 1994, the New Jersey Supreme Court granted certification on two
policy interpretation issues, namely, the application of the continuous
trigger theory of coverage and the consequent apportionment of liability.  The
Company believes that the New Jersey Supreme Court will decide these issues
sometime in 1994 and that its decision will be favorable to the Company. 
Following such decision, the trial of the issues remanded by the Appellate
Division will take place and will likely be concluded sometime in 1995.     

The Company believes, based upon the rulings of the trial court and Appellate
Division as well as its understanding of the facts and legal precedents and
advice of counsel, McCarter & English, that it is probable this litigation
ultimately will be resolved in such a manner as to confirm a substantial
amount of coverage.  The date, however, of a final resolution with respect to
both coverage and damage recovery is uncertain.  The coverage and any damage
recovery obtained as a result of this litigation could be applied to reimburse
the Company with respect to its payments under the Aetna agreement, as well as
other payments made by the Company.  The Company has made a claim against
certain United Insurance Co. insurers for all such payments to date which
amounted to $322.0 million as of March 31, 1994.

As a result of Chapter 11 filings, the recent class action filings, and the
continuing efforts in various federal and state courts to resolve asbestos
lawsuits and claims in nontraditional manners, as well as the continued
filings of new lawsuits and claims, the Company believes, as it always has,
that its ultimate asbestos-related contingent liability (i.e., its indemnity
or other claim disposition costs plus related litigation expenses) is
difficult to estimate with certainty.  However, the Company has continually
monitored the trends of matters which may affect its ultimate liability. 
Furthermore, as previously reported, in the fourth quarter of 1993 the Company


completed a detailed analysis of the trends, developments and variables
affecting or likely to affect the resolution of pending and future asbestos
claims against the Company.

Based on the trends and developments and their effect on the Company's ability
to estimate probable costs of pending and likely future asbestos-related
claims, the higher than expected costs of disposing of claims in certain
jurisdictions, and taking into account the reimbursement it expects to receive
in the future principally as a result of the United Insurance case, the
Company determined that it will likely have probable asbestos-related
liabilities and costs which exceed its probable asbestos-related insurance
reimbursement in the approximate amount of $325 million.  Accordingly, the
Company recorded a charge of such amount against its Consolidated Results of
Operations for the fourth quarter of 1993.  The Company believes that its
asbestos-related costs and liabilities will not exceed by a material amount
the sum of the available insurance reimbursement the Company believes it has
and will have as a result of the United Insurance case and the amount of such

Other litigation is pending against the Company, in many cases involving
ordinary and routine claims incidental to the business of the Company and in
others presenting allegations that are nonroutine and involve compensatory,
punitive or treble damage claims as well as other types of relief.  The
ultimate legal and financial liability of the Company in respect to the
lawsuits, proceedings, and investigations referred to above, in addition to
other pending litigation, cannot be estimated with certainty.  However, the
Company believes, based on its examination of such matters and experience to
date and discussions with counsel, that such ultimate liability will not be
material in relation to the Company's Consolidated Financial Statements.


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

1.  Results of Operations - First Quarter 1994 compared with First Quarter

The Company recorded net earnings of $28.1 million for the first quarter of
1994, an increase of 28.9% over the prior year net earnings of $21.8 million. 
Net earnings for the first quarter of 1993 included a loss of $.9 million from
the discontinued Libbey business.  Increased operating profit in the Glass
Containers segment more than accounted for the improvement with reduced
interest expense approximately offsetting the absence of operating profit from
the Specialized Glass segment.  The former Specialized Glass segment consisted
of only the Kimble pharmaceutical and laboratory glassware business.  As a
result of the December 31, 1993 sale of 51% of the Kimble business, the
Company is recording its share of Kimble's results of operations on an equity
basis beginning in 1994.

Capsule segment results (in millions of dollars) for the first quarter of 1994
and 1993 are as follows:

                                 Net sales                   Operating
                         (Unaffiliated customers)              profit        
                          ----------------------      ----------------------
                              1994          1993          1994          1994
                            ------        ------        ------        ------
Glass Containers            $601.0        $554.8        $ 83.3        $ 65.8
Plastics and Closures        237.9         228.6          36.5          38.9 
Specialized Glass                           48.4                         5.6
Eliminations and other
  retained costs                .3            .3          (5.8)         (1.7)
                            ------        ------        ------        ------
Consolidated total          $839.2        $832.1        $114.0        $108.6
                            ======        ======        ======        ======

Consolidated net sales for the first quarter of 1994 increased 7.1% or $55.5
million over the first quarter of 1993, excluding the former Specialized Glass
segment.  Net sales of the Glass Containers segment increased $46.2 million,
or 8.3%, over 1993.  Domestic glass container unit shipments were up 6.8%,
accounting for over one-half of the segment's increased net sales.  The
combined U. S. dollar sales of the segment's foreign affiliates increased
13.5%, reflecting increased glass container unit sales volumes at most Latin
American affiliates and improved product mix.  Net sales of the Plastics and
Closures segment increased $9.3 million, or 4.1%, over the prior year. 
Additional sales reported by the segment's Mexican affiliate, acquired in the
third quarter of 1993, and higher unit sales volume in the Closure business
more than offset continuing lower sales of labels and carriers.
Consolidated operating profit for the first quarter of 1994 increased $11.0
million, or 10.7%, compared to the same period of 1993, excluding the former
Specialized Glass segment.  The operating profit of the Glass Containers
segment increased $17.5 million, or 26.6%.  Domestically, increased unit
shipments combined with improved labor and machine productivity accounted for


over one-half of the segment's increase in operating profit.  Internationally,
higher combined U. S. dollar operating profit of the segment's foreign
affiliates resulted from increased shipments and more favorable pricing at
most Latin American affiliates.  The governments of some South American
countries, such as Brazil and Venezuela, have announced or are studying
measures designed to curb inflation and/or stabilize their economies.  Similar
programs instituted in prior years have had a temporary adverse effect on the
operating profit of the Company's affiliates; however, the Company is not able
to project the magnitude or timing of such effects which may result from the
measures currently being enacted or considered.  The Plastics and Closures
segment operating profit is lower by $2.4 million, or 6.2%, from the prior
year.  Unit shipments of soft drink labels and Hi-Cone carriers continued to
decline resulting in a lower contribution to operating profit.  While unit
shipments in the plastic bottles business were up slightly, lower unit selling
prices, in response to competitive pricing, reduced operating profit.  Higher
unit sales volume in the Closure and Prescription Products businesses had a
favorable effect on operating profit.

2.  Capital Resources and Liquidity  

The Company's total debt at March 31, 1994, was $2.66 billion compared to
$2.49 billion at December 31, 1993 and $3.08 billion at March 31, 1993.

At March 31, 1994, the Company had available credit totaling $1.0 billion
under the Bank Credit Agreement of which $433.3 million had not been utilized,
compared to $1.0 billion of which $827.5 million had not been utilized at
December 31, 1993.  The increase in utilization during the first quarter of
1994 results principally from the redemption of the remaining $268.9 million
of Senior Variable Rate notes and from normal seasonal working capital
requirements.  Cash used in operating activities was $38.8 million in the
first quarter of 1994 compared to $68.7 million of cash provided by operating
activities in 1993.  Cash provided by operating activities in the first
quarter of 1993 included the sale of trade receivables for $180.0 million and
the related investment in a collateral equalization account of $47.7 million
as of March 31, 1993, resulting in a one-time improvement in cash flow of
$132.3 million.

In the twelve-month period commencing April 1, 1994, the Company anticipates
that cash flow from its operations and from utilization of available credit
under the Bank Credit Agreement will be sufficient to fund its operating and
seasonal working capital needs, debt service and other obligations, including
cash payments required in connection with the restructuring program undertaken
in 1993.  The Company faces additional demands upon its liquidity for
asbestos-related payments until the United Insurance litigation is resolved;
the date of the resolution is uncertain.  Based on the Company's expectations
regarding future payments for lawsuits and claims and its expectation of
substantial insurance coverage and reimbursement for such lawsuits and claims
as a result of the United Insurance litigation and also based on the Company's
expected operating cash flow, the Company believes that the payment of any
deferred amounts of previously settled or otherwise determined lawsuits and
claims, and the resolution of presently pending and anticipated future


lawsuits and claims associated with asbestos, will not have a material adverse
effect upon the Company's liquidity on a short-term or long-term basis.

Over the five-year term of the Bank Credit Agreement ending in December 1998,
the Company expects that the utilization of available credit thereunder,
combined with cash flows from operations, will be sufficient to fund its
operating and seasonal working capital needs, debt service, and other
obligations.  Beyond that, based upon current levels of operations and
anticipated growth, the Company anticipates that it will have to refinance
existing indebtedness, sell assets and/or otherwise raise funds in either the
private or public markets to make all of the principal payments when due under
its outstanding debt securities, beginning with principal payments due in 1999
under the 10-1/4% Senior Subordinated Notes.  There can be no assurance that
the Company will be able to refinance existing indebtedness or otherwise raise
funds in a timely manner or that the proceeds therefrom will be sufficient to
make all such principal payments.


                        PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings.

          (a)  Contingencies.  Note 7 to the Condensed Consolidated Financial
Statements, "Contingencies," that is included in Part I of this Report, is
incorporated herein by reference.

Item 6.  Exhibits and Reports.

          (a)  Exhibits.  The exhibits filed with this Report are:

                          23      Consent of McCarter & English

          (b)  Reports on Form 8-K.  On February 3, 1994, the registrants
               filed a Form 8-K with the Commission dated February 3, 1994,
               with a press release announcing the Company's charges for
               restructuring and asbestos claims in the fourth quarter of
               1993.  No other reports on Form 8-K were filed during the
               quarter for which this Report is filed.



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.

                            OWENS-ILLINOIS, INC.

Date May 13, 1994           By /s/ Lee A. Wesselmann                         
     ------------              ----------------------------------------------
                               Lee A Wesselmann, Senior Vice President and   
                               Chief Financial Officer (Principal Financial  

Date May 13, 1994           By /s/ David G. Van Hooser                       
     ------------              ----------------------------------------------
                               David G. Van Hooser, Vice President, Treasurer
                               and Comptroller (Principal Accounting Officer)

                            OWENS-ILLINOIS GROUP, INC.

Date May 13, 1994           By /s/ Lee A. Wesselmann                         
     ------------              ----------------------------------------------
                               Lee A Wesselmann, Senior Vice President and   
                               Chief Financial Officer (Principal Financial  

Date May 13, 1994           By /s/ David G. Van Hooser                       
     ------------              ----------------------------------------------
                               David G. Van Hooser, Vice President, Treasurer
                               and Comptroller (Principal Accounting Officer)


                                                                    EXHIBIT 23

                         CONSENT OF MCCARTER & ENGLISH

May 9, 1994

Ladies and Gentlemen:

     We consent to the incorporation by reference of the reference to our firm
in the "Contingencies" section of the Company's report on Form 10-Q for the
quarter ended March 31, 1994.

                                    Very truly yours,

                                    /s/McCarter & English
                                    McCarter & English