UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

May 21, 2012

Date of Report (Date of earliest event reported)

OWENS-ILLINOIS, INC.

(Exact name of registrant as specified in its charter)

(567) 336-5000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

This Current Report on Form 8-K/A (the “Amendment”) updates information disclosed in a Current Report on Form 8-K dated January 25, 2012 (the “Original Form 8-K”) announcing the pending retirement of Edward C. White and the appointment of Stephen P. Bramlage, Jr. as Mr. White’s successor.  The sole purpose of this Amendment is to update certain information relating to the effective dates of Mr. White’s retirement and Mr. Bramlage’s appointment in the Original Form 8-K.  Except as described herein, this Amendment does not modify or update any other information contained in the Original Form 8-K.

On May 21, 2012, Owens-Illinois, Inc. (the “Company”) determined that Mr. White’s retirement, and Mr. Bramlage’s appointment as Chief Financial Officer, will become effective June 1, 2012.  The Company made this decision due to the completed transition, which occurred earlier than anticipated, of Mr. Bramlage’s responsibilities as President of the Company’s Oceania and Asia Pacific operations to Sergio Galindo, formerly the General Manager of the Company’s Colombia operations.

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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.

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