Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
GREENE JAMES H JR
   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) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO., 2800 SAND HILL ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
08/19/2005
(Street)

MENLO PARK, CA 94025		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 08/19/2005   M   2,500 A $ 16.98 7,953 D  
Common Stock 08/19/2005   M   5,000 A $ 11.03 12,953 D  
Common Stock 08/19/2005   S   300 D $ 27.03 12,653 D  
Common Stock 08/19/2005   S   5,800 D $ 26.99 6,853 D  
Common Stock 08/19/2005   S   900 D $ 27.05 5,953 D  
Common Stock 08/19/2005   S   300 D $ 27.04 5,653 D  
Common Stock 08/19/2005   S   200 D $ 27.0315 5,453 D  
Common Stock 08/19/2005   D   5,453 D $ 0 (1) 0 D  
Common Stock 08/19/2005   M   30,417.9855 A $ 0 (2) 30,417.9855 D  
Common Stock 08/19/2005   D   30,417.9855 D $ 27 0 D  
Common Stock               12,500 I By Trust (3)

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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 Underlying Securities
(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 of Derivative Security: 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
Director Stock Option (right to buy) $ 16.98 08/19/2005   M     2,500   (4) 05/10/2012 Common Stock 2,500 $ 0 (5) 0 D  
Director Stock Option (right to buy) $ 11.03 08/19/2005   M     5,000 05/15/2003 05/15/2013 Common Stock 5,000 $ 0 (5) 0 D  
Phantom Stock Units (2) 08/19/2005(6)   M     30,417.9855 08/19/2005 08/19/2005 Common Stock 30,417.9855 $ 27 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GREENE JAMES H JR
C/O KOHLBERG KRAVIS ROBERTS & CO.
2800 SAND HILL ROAD
MENLO PARK, CA 94025		   X      

Signatures

 Richard J. Kreider, Attorney-In-Fact for the Reporting Person.   08/23/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Forefeiture of restricted stock resulting from the resignation of the Reporting Person from his directorship with Owens Illinois, Inc. effective August 19, 2005.
(2) The Phantom Stock Units convert on a 1-to-1 basis into Common Stock of Owens Illinois, Inc.
(3) Shares held in a living trust of which the Reporting Person is a trustee and beneficiary.
(4) The option for 5,000 shares was granted on May 10, 2002, 2,500 shares of which became vested and fully exercisable according to specific performance criteria of the per-share fair market value of the common stock of the Issuer.
(5) Not applicable.
(6) Phantom stock units were settled in cash upon the resignation of the Reporting Person from his directorship with Owens Illinois, Inc. effective August 19, 2005.

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