Owens Illinois Inc/DE – ‘8-A12B’ on 5/14/98

As of:  Thursday, 5/14/98   ·   Accession #:  1047469-98-19926   ·   File #:  1-09576

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities                  4     12K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders    19     78K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders     2     10K 

8-A12B   —   Registration of a Class of Securities
Document Table of Contents

8-A12B
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

--------------

FORM 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

 PURSUANT TO SECTION 12(b) OR (g) OF THE

 SECURITIES EXCHANGE ACT OF 1934

Owens-Illinois, Inc.

(Exact name of registrant as specified in its charter)

 Delaware                                 22-2781933
(State of Incorporation or Organization)  (I.R.S. Employer Identification no.)

One SeaGate, Toledo, Ohio                           43666           
(Address of Principal Executive Offices)               (Zip Code)           

 If this form relates to the            If this form relates to the registration
registration of a class of             of a class of securities pursuant to   
 securities pursuant to 12(b) of the    Section 12(g) of the Exchange Act and is
Exchange Act and is effective          effective pursuant to General          
pursuant to General Instruction        Instruction A.(d), please check the    
A.(c), please check the following      following box.  |_|                    
box.  |X|                                                                     

Securities Act registration statement file number to which this form relates:   
333-47519                                                                       

Securities to be registered pursuant to Section 12(b) of the Act:               

Title of Each Class                    Name of Each Exchange on Which         
to be so Registered                    Each Class is to be Registered         

Convertible Preferred Stock            New York Stock Exchange, Inc.          
(liquidation preference $50.00 per                                            
share) $.01 par value                                                         

Securities to be registered pursuant to Section 12(g) of the Act:               

None

(Title of Class)

8-A12B
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Item 1.       Description of Registrant's Securities to be Registered.          

           The description of the Registrant's Convertible Preferred Stock
(liquidation preference $50.00 per share), par value $.01 per share (the        
"Convertible Preferred Stock") included under the caption "Description of       
Preferred Stock" in the Registrant's Registration Statement on Form S-3 No.     
333-47519 (the "Registration Statement") is incorporated herein by reference. A 
description of the Registrant's Convertible Preferred Stock will also be        
contained under the caption "Description of Convertible Preferred Stock" in the 
final prospectus supplement to be filed by the Registrant pursuant to Rule      
424(b) of the Securities Act of 1933, as amended, in connection with the        
offering covered by the Registration Statement. The description contained in the
final prospectus supplement shall be deemed to be incorporated herein by        
reference. The Convertible Preferred Stock is expected to be registered on the  
New York Stock Exchange.                                                        

Item 2.       Exhibits                                                          

          3.1   Restated Certificate of Incorporation of the Registrant,
          which was filed as Exhibit 3.1 to the Registration
            Statement, File No. 33-43224, and is incorporated by
reference herein.                       

          3.2   Bylaws of the Registrant as amended, which were filed as
           Exhibit 3.2 to the Registration Statement, File No.
           33-43224, and are incorporated by reference herein.

              4.1  Form of Certificate of Designation of Convertible Preferred
Stock.                                  

   4.2  Form of Convertible Preferred Stock Certificate.

8-A12B
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 SIGNATURE

                Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned hereunto duly authorized.         

                  OWENS-ILLINOIS, INC.

Dated:  May 13, 1998                   By  /s/ Lee A. Wesselmann                
                       -------------------------
               Lee A. Wesselmann

                       Senior Vice President and
                     Chief Financial Officer

8-A12B
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 EXHIBIT INDEX

        3.1   Restated Certificate of Incorporation of the
                   Registrant, which was filed as Exhibit 3.1 to the
                   Registration Statement, File No. 33-43224, and is
   incorporated by reference herein.

                  3.2   Bylaws of the Registrant, as amended, which were filed
                        as Exhibit 3.2 to the Registration Statement, File No.
                     33-43224, and are incorporated by reference herein.

               4.1   Certificate of Designation of Convertible Preferred
Stock.                        

            4.2   Form of Convertible Preferred Stock Certificate.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
Filed on:		5/14/98
		5/13/98		3					10-Q,  DEF 14A
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