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
	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* MICHELSON MICHAEL W (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 2800 SAND HILL ROAD (Street) MENLO PARK CA 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) X Other (specify below) See Footnotes (2), (3), (4)
	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) 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)
			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)
Common Stock	12/02/2004		S(1)		742,525	D	$22.98	106,075	I	See Footnotes(3)
Common Stock	12/02/2004		S(1)		202,475	D	$22.98	28,925	I	See Footnotes(4)
Common Stock								3,446	D
Common Stock								20,000	I	By Trust(5)
Common Stock								3,000	I	By Trust(6)

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

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. 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.

6. The Reporting Person is the grantor and trustee of an irrevocable trust created for the benefit of his children. The Reporting Person disclaims beneficial ownership of the reported securities.

Remarks:

	Richard J. Kreider, Attorney-in-Fact for Reporting Person	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.
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