On April 23, 2009, the Board of Directors (the "Board") of Owens-Illinois, Inc. (the "Company") approved the Third Amended and Restated Bylaws (the "Amended Bylaws") of the Company to increase the maximum authorized number of directors from eleven to twelve. 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 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 exhibit 3.1 and incorporated by reference in this Current Report.

On April 23, 2009, the Company appointed Jay L. Geldmacher to serve on the Company's Board of Directors, effective immediately. Mr. Geldmacher will also serve as a member of the audit committee. A copy of the Company's press release announcing the appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 (d)                                       Exhibits.



Exhibit
No.                             Description

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

99.1 Owens-Illinois, Inc. Press Release dated April 23, 2009