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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* KKR ASSOCIATES (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STERET, SUITE 4200 (Street) NEW YORK NY 10019 (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/02/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/02/2004		S(1)		30,555,000	D	$22.98	4,365,000	I	See Footnotes(2)(3)
Common Stock	12/02/2004		S(1)		742,525	D	$22.98	106,075	I	See Footnotes(3)(4)(5)
Common Stock	12/02/2004		S(1)		202,475	D	$22.98	28,925	I	See Footnotes(3)(5)(6)
Common Stock								10,000(7)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* KKR ASSOCIATES (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STERET, SUITE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* GILHULY EDWARD A (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* ROBERTS GEORGE R (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* GOLKIN PERRY (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* RAETHER PAUL E (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* KRAVIS HENRY R (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & COMPANY 9 WEST 57TH STREET, SUITE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* STUART SCOTT M (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* KKR PARTNERS II LP (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* OII Associates, L.P. (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* OII Associates II, L.P. (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip)

Explanation of Responses:

1. Shares sold pursuant to 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 and in such capacity may be deemed to have beneficial ownership of the shares of common stock owned by OII, but disclaims such beneficial ownership except to the extent of its economic interest.

3. Messrs. Henry R. Kravis, George R. Roberts, Paul E. Raether, Edward A. Gilhuly, Perry Golkin and Scott M. Stuart are general partners of KKR Associates, and in such capacity may be deemed to have beneficial ownership of the shares of common stock that are owned or may be deemed to be owned by KKR Associates; however, each disclaims such beneficial ownership, except to the extent of his econimic interest.

4. These shares are directly owned by KKR Partners II, L.P. ("KKR Partners"). KKR Associates is a general partner of KKR Partners and in such capacity may be deemed to have beneficial ownership of the shares of common stock owned by KKR Partners, but disclaims such beneficial ownership except to the extent of its economic interest.

5. Each of KKR Partners and OII II is filing this Form 4 because, pursuant to the rules promulgated under the Securities Exchange Act of 1934, as amended (the "Act"), it may be deemed a "ten percent beneficial owner" for purposes of Section 16 of the Act were it held to be a member of a "group," as defined in Section 13(d) of the Act. KKR Partners and OII II do not affirm the existence of a group.

6. These shares are directly owned by OII Associates II, L.P. ("OII II"). KKR Associates is a general partner of OII II and in such capacity may be deemed to have beneficial ownership of the shares of common stock owned by OII II, but disclaims such beneficial ownership except to the extent of its economic interest.

7. These securities are owned solely by Edward A. Gilhuly.

Remarks:

Powers of Attorney are on file with the Securities and Exchange Commission for the following Reporting Persons: George R. Roberts and Edward A. Gilhuly.

	Richard J. Kreider, Attorney-in-Fact for all Reporting Persons	12/06/2004
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 POWER OF ATTORNEY

Know all men by these presents that Perry Golkin
does hereby make, constitute and appoint William J. Janetschek and Richard
J. Kreider, or either one of them, as a true and lawful attorney-in-fact of
the undersigned with full powers of substitution and revocation, for and in
the name, place and stead of the undersigned (both in the undersigned's
individual capacity and as a member of any limited liability company or
limited partnership for which the undersigned is otherwise authorized to
sign), to execute and deliver such forms as may be required to be filed
from time to time with the Securities and Exchange Commission with respect
to any investments of KKR Associates, L.P., KKR Associates 1996 L.P., KKR
1996 GP L.L.C., KKR Associates II (1996) Limited Partnership, KKR 1996
Overseas, Limited, KKR Associates (Strata) L.P., Strata L.L.C., KKR
Associates (KLC) L.P., KKR-KLC, L.L.C., KKR Associates (NXS) L.P., KKR-NXS,
L.L.C., KKR Associates Europe, Limited Partnership, KKR Europe Limited, KKR
Associates Millennium L.P. and KKR Millennium GP LLC (including any
amendments or supplements to any reports, forms or schedules previously
filed by such persons or entities): (i) pursuant to Sections 13(d) and
16(a) of the Securities Exchange Act of 1934, as amended (the "Act"),
including without limitation, Schedule 13D, Schedule 13G, statements on
Form 3, Form 4 and Form 5 and (ii) in connection with any applications for
EDGAR access codes, including without limitation the Form ID.


									   /s/ Perry Golkin
									_________________________________

						Signature

									   Perry Golkin

									_________________________________
						Print Name
Date:
February 28, 2002


					 POWER OF ATTORNEY

Know all men by
these presents that Henry R. Kravis does hereby make, constitute and
appoint William J. Janetschek and Richard J. Kreider, or either one of
them, as a true and lawful attorney-in-fact of the undersigned with full
powers of substitution and revocation, for and in the name, place and stead
of the undersigned (both in the undersigned's individual capacity and as a
member of any limited liability company or limited partnership for which
the undersigned is otherwise authorized to sign), to execute and deliver
such forms as may be required to be filed from time to time with the
Securities and Exchange Commission with respect to any investments of KKR
Associates, L.P., KKR Associates 1996 L.P., KKR 1996 GP L.L.C., KKR
Associates II (1996) Limited Partnership, KKR 1996 Overseas, Limited, KKR
Associates (Strata) L.P., Strata L.L.C., KKR Associates (KLC) L.P.,
KKR-KLC, L.L.C., KKR Associates (NXS) L.P., KKR-NXS, L.L.C., KKR Associates
Europe, Limited Partnership, KKR Europe Limited, KKR Associates Millennium
L.P. and KKR Millennium GP LLC (including any amendments or supplements to
any reports, forms or schedules previously filed by such persons or
entities): (i) pursuant to Sections 13(d) and 16(a) of the Securities
Exchange Act of 1934, as amended (the "Act"), including without limitation,
Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and
(ii) in connection with any applications for EDGAR access codes, including
without limitation the Form ID.

									   /s/ Henry R.
Kravis
								   _________________________________
						Signature


									   Henry R. Kravis

_________________________________
						Print Name

Date:  February
28, 2002

					POWER OF ATTORNEY

Know all men by these presents
that Paul E. Raether does hereby make, constitute and appoint William J.
Janetschek and Richard J. Kreider, or either one of them, as a true and
lawful attorney-in-fact of the undersigned with full powers of substitution
and revocation, for and in the name, place and stead of the undersigned
(both in the undersigned's individual capacity and as a member of any
limited liability company or limited partnership for which the undersigned
is otherwise authorized to sign), to execute and deliver such forms as may
be required to be filed from time to time with the Securities and Exchange
Commission with respect to any investments of KKR Associates, L.P., KKR
Associates 1996 L.P., KKR 1996 GP L.L.C., KKR Associates II (1996) Limited
Partnership, KKR 1996 Overseas, Limited, KKR Associates (Strata) L.P.,
Strata L.L.C., KKR Associates (KLC) L.P., KKR-KLC, L.L.C., KKR Associates
(NXS) L.P., KKR-NXS, L.L.C., KKR Associates Europe, Limited Partnership,
KKR Europe Limited, KKR Associates Millennium L.P. and KKR Millennium GP
LLC (including any amendments or supplements to any reports, forms or
schedules previously filed by such persons or entities): (i) pursuant to
Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended
(the "Act"), including without limitation, Schedule 13D, Schedule 13G,
statements on Form 3, Form 4 and Form 5 and (ii) in connection with any
applications for EDGAR access codes, including without limitation the Form
ID.
									   /s/ Paul E. Raether

									_________________________________
						Signature


									   Paul E. Raether
									_________________________________

						Print Name

Date:  February 28, 2002


					 POWER OF
ATTORNEY

Know all men by these presents that Scott M. Stuart does
hereby make, constitute and appoint William J. Janetschek and Richard J.
Kreider, or either one of them, as a true and lawful attorney-in-fact of
the undersigned with full powers of substitution and revocation, for and in
the name, place and stead of the undersigned (both in the undersigned's
individual capacity and as a member of any limited liability company or
limited partnership for which the undersigned is otherwise authorized to
sign), to execute and deliver such forms as may be required to be filed
from time to time with the Securities and Exchange Commission with respect
to any investments of KKR Associates, L.P., KKR Associates 1996 L.P., KKR
1996 GP L.L.C., KKR Associates II (1996) Limited Partnership, KKR 1996
Overseas, Limited, KKR Associates (Strata) L.P., Strata L.L.C., KKR
Associates (KLC) L.P., KKR-KLC, L.L.C., KKR Associates (NXS) L.P., KKR-NXS,
L.L.C., KKR Associates Europe, Limited Partnership, KKR Europe Limited, KKR
Associates Millennium L.P. and KKR Millennium GP LLC (including any
amendments or supplements to any reports, forms or schedules previously
filed by such persons or entities): (i) pursuant to Sections 13(d) and
16(a) of the Securities Exchange Act of 1934, as amended (the "Act"),
including without limitation, Schedule 13D, Schedule 13G, statements on
Form 3, Form 4 and Form 5 and (ii) in connection with any applications for
EDGAR access codes, including without limitation the Form ID.


									   /s/ Scott M. Stuart

									_________________________________
						Signature


									   Scott M. Stuart
			    _________________________________

						Print Name

Date:  February 28, 2004