Edgar Filing: Owens Corning

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â D. E. SHAW LAMINAR PORTFOLIOS, L.L.C.

2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2006

3. Issuer Name and Ticker or Trading Symbol
Owens Corning [OC]

(Last)

(First)

(Middle)

39TH FLOOR, TOWER 45,Â 120 WEST FORTY-FIFTH STREET

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Footnotes 1, 2 and 3.

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

(Street)

NEW YORK,Â NYÂ 10036

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
$.01 Par Value Common	19,076,733	D ⁽¹⁾ ⁽²⁾ ⁽³⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Warrants	10/31/2006	10/31/2013	$.01 Par Value Common	984,815	$ 43	D ⁽¹⁾ ⁽²⁾ ⁽³⁾	Â
Series B Warrants	10/31/2006	10/31/2013	$.01 Par Value Common	311,085	$ 45.25	D ⁽¹⁾ ⁽²⁾ ⁽³⁾	Â
Put Option (obligation to buy) ⁽⁴⁾	01/08/2007	04/08/2007	$.01 Par Value Common	6,447,188 ⁽⁴⁾	$ 25	D ⁽¹⁾ ⁽²⁾ ⁽³⁾	Â
Call Option (right to buy) ⁽⁴⁾	01/08/2007	01/08/2008	$.01 Par Value Common	6,447,188 ⁽⁴⁾	$ 37.5	D ⁽¹⁾ ⁽²⁾ ⁽³⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK,Â NYÂ 10036	Â X	Â X	Â	See Footnotes 1, 2 and 3.
D. E. Shaw Oculus Portfolios, L.L.C. 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK,Â NYÂ 10036	Â X	Â X	Â	See Footnotes 1 and 2.
D. E. SHAW & CO, L.P. 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK,Â NYÂ 10036	Â X	Â X	Â	See Footnotes 1, 2 and 3.
D. E. SHAW & CO, L.L.C. 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK,Â NYÂ 10036	Â X	Â X	Â	See Footnotes 1, 2 and 3.
SHAW DAVID E 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK,Â NYÂ 10036	Â X	Â X	Â	See Footnotes 1, 2 and 3.

Signatures

D. E. Shaw Laminar Portfolios, L.L.C., By: D. E. Shaw & Co., L.L.C., as managing member, By: /s/ Eric Wepsic, Managing Director		11/13/2006
^**Signature of Reporting Person		Date
D. E. Shaw Oculus Portfolios, L.L.C., By: D. E. Shaw & Co., L.L.C., as managing member, By: /s/ Eric Wepsic, Managing Director		11/13/2006
^**Signature of Reporting Person		Date
D. E. Shaw & Co., L.P., By: /s/ Eric Wepsic, Managing Director		11/13/2006
^**Signature of Reporting Person		Date
D. E. Shaw & Co., L.L.C., By: /s/ Eric Wepsic, Managing Director		11/13/2006
^**Signature of Reporting Person		Date
David E. Shaw, By: /s/ Eric Wepsic, Attorney-in-Fact for David E. Shaw		11/13/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	The shares of common stock, $.01 par value per share (the "Common Stock"), of the Issuer to which this form relates are held directly as follows: (i) D. E. Shaw Laminar Portfolios, L.L.C. ("Laminar") holds 14,274,734 shares, and (ii) D. E. Shaw Oculus Portfolios, L.L.C. ("Oculus") holds 4,801,999 shares. The warrants and the Collar Agreement (as defined in FN 4) are held directly by Laminar. (Cont'd in FN 2)
(2)	D. E. Shaw & Co., L.P. ("DESCO LP"), as investment adviser to Laminar and Oculus; D. E. Shaw & Co., L.L.C. ("DESCO LLC"), as managing member of Laminar and Oculus; and Mr. David E. Shaw ("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. (Cont'd in FN 3)
(3)	In accordance with instruction 4(b)(iv), the entire number of shares of Common Stock that may be deemed to be beneficially owned by DESCO LP or DESCO LLC is reported herein. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any of the securities listed in this Form 3, except to the extent of any pecuniary interest therein. The reporting persons also may be deemed directors of the Issuer by virtue of DESCO LP employee Marc Sole's service as a 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.
(4)	These two options were acquired pursuant to a single understanding with the same party (the "Collar Agreement"). The Collar Agreement provides that only one, not both, of these options can be exercised.

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