On February 28, 2009, the Board of Directors (the "Board") of Owens-Illinois, Inc. (the "Company") approved the Second Amended and Restated Bylaws of the Company (the "Amended Bylaws") to adopt a majority vote standard for the election of directors in uncontested elections. The Amended Bylaws will become effective on the day immediately following the date of the 2009 annual meeting of the stockholders of the Company. The Amended Bylaws require that a nominee director must receive a greater number of votes "for" than votes "against" to be elected to the Board in an uncontested election.

Previously, in all elections of directors, directors were elected by the affirmative vote of a plurality of the votes cast by the shares represented and entitled to vote in such elections.

The description in this Current Report of the Amended Bylaws is not intended to be a complete description thereof. The description is qualified in its entirety by the full text of the Amended Bylaws which is attached as an exhibit to and incorporated by reference in this Current Report.

 (d)                                        Exhibits.



Exhibit
No.                             Description

3.1 Owens-Illinois, Inc. Second Amended and Restated Bylaws