SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                      ____________________

                            FORM 8-K

                         CURRENT REPORT
               Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): March 28, 2003

                      OWENS-ILLINOIS, INC.

       (Exact Name of Registrant as Specified in Charter)

      Delaware               1-9576              22-2781933
  _______________       _______________        _______________

  (State or Other         (Commission         (I.R.S. Employer
  Jurisdiction of         File Number)       Identification No.)
   Incorporation)

                          One SeaGate
                      Toledo, Ohio  43666

            (Address of Principal Executive Offices)
                      ____________________

                          (419) 247-5000

      (Registrant's telephone number, including area code)

                      ____________________

ITEM 9.   REGULATION FD DISCLOSURE

          On March 28, 2003, Owens-Illinois, Inc. issued the
          press release attached hereto as Exhibit 99.



                             SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.



Date:  March 31, 2003              OWENS-ILLINOIS, INC.
                                   (registrant)


                                   By:  /s/ Edward C. White
                                   ------------------------
                                   Name: Edward C. White
                                   Its: Vice President and
                                        Controller



                            Exhibit Index


Exhibit 99 - Press Release dated March 28, 2003 of Owens-Illinois, Inc.


Owens-Illinois Comments on Lower 2003 Outlook

Toledo, Ohio, March 28, 2003 -- Owens-Illinois, Inc., (NYSE: OI)
today announced that various factors and conditions, principally
higher natural gas costs and lower North American glass shipments
are having a greater than expected negative impact on the
Company's 2003 performance.  The Company now believes that
earnings for the full year 2003, exclusive of any refinancing
charges or other unusual items, will be approximately $1.60 per
share, compared to the First Call consensus estimate of $1.78 per
share.  For the full year 2002, the Company reported a net loss
of $3.29 per share which included charges of $3.14 per share for
the goodwill accounting change, $2.09 per share (net of dilution)
for asbestos-related costs, and $0.07 per share for early
extinguishments of debt.  Excluding these unusual items, the
Company reported net earnings of $2.01 per share (diluted) for
the full year 2002.

In the event natural gas costs remain above 2002 levels
throughout 2003, the Company expects to recover the major portion
of such increased natural gas costs through the price adjustment
formulas contained in many of its supply agreements with
customers, although these adjustments generally will not take
effect until the beginning of 2004.  Severe winter weather in
North America has resulted in lower demand for glass containers,
primarily from reduced retail sales and slower inventory
restocking by certain of the Company's major customers, thereby
making the first quarter of 2003 particularly adversely affected.
However, glass shipments are forecast to be stronger in the next
several months.

Company Profile

Owens-Illinois is the largest manufacturer of glass containers in
North America, South America, Australia and New Zealand, and one
of the largest in Europe.  O-I also is a worldwide manufacturer
of plastics packaging with operations in North America, South
America, Europe, Australia and New Zealand.  Plastics packaging
products manufactured by O-I include consumer products (blow
molded containers, injection molded closures and dispensing
systems) and prescription containers.


Forward Looking Statements

This news release contains "forward looking" statements within
the meaning of Section 21E of the Securities Exchange Act of 1934
and Section 27A of the Securities Act of 1933.  Forward looking
statements reflect the Company's current expectations and
projections about future events at the time, and thus involve
uncertainty and risk.  It is possible the Company's future
financial performance may differ from expectations due to a
variety of factors including, but not limited to the following:
(1) foreign currency fluctuations relative to the U.S. dollar,
(2) changes in capital availability or cost, including interest
rate fluctuations, (3) the general political, economic and
competitive conditions in markets and countries where the Company
has operations, including disruptions in the supply chain,
competitive pricing pressures, inflation or deflation, and
changes in tax rates and laws, (4) consumer preferences for
alternative forms of packaging, (5) fluctuations in raw material
and labor costs, (6) availability of raw materials, (7) costs and
availability of energy, (8) transportation costs, (9)
consolidation among competitors and customers, (10) the ability
of the Company to integrate operations of acquired businesses,
(11) unanticipated expenditures with respect to environmental,
safety and health laws, (12) the performance by customers of
their obligations under purchase agreements, and (13) the timing
and occurrence of events which are beyond the control of the
Company, including events related to asbestos-related claims.  It
is not possible to foresee or identify all such factors.  Any
forward looking statements in this news release are based on
certain assumptions and analyses made by the Company in light of
its experience and perception of historical trends, current
conditions, expected future developments, and other factors it
believes are appropriate in the circumstances.  Forward looking
statements are not a guarantee of future performance and actual
results or developments may differ materially from expectations.
While the Company continually reviews trends and uncertainties
affecting the Company's results of operations and financial
condition, the Company does not intend to update any particular
forward looking statements contained in this news release.

CONTACT:  OWENS-ILLINOIS, Sara Theis, 419-247-1297

Copies of Owens-Illinois news releases are available at the Owens-
Illinois web site at www.o-i.com; or at www.prnewswire.com.