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<SEC-DOCUMENT>/in/edgar/work/0000912057-00-045133/0000912057-00-045133.txt : 20001019
<SEC-HEADER>0000912057-00-045133.hdr.sgml : 20001019
ACCESSION NUMBER:		0000912057-00-045133
CONFORMED SUBMISSION TYPE:	S-3MEF
PUBLIC DOCUMENT COUNT:		6
<REFERENCE-462B>333-44328
FILED AS OF DATE:		20001018
EFFECTIVENESS DATE:		20001018

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CORNING INC /NY
		CENTRAL INDEX KEY:			0000024741
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3661
]		IRS NUMBER:				160393470
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1228
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-3MEF
			SEC ACT:		
			SEC FILE NUMBER:	333-48168
			FILM NUMBER:		742126
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		ONE RIVERFRONT PLAZA
				CITY:			CORNING
				STATE:			NY
				ZIP:			14831
				BUSINESS PHONE:		6079749000
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		ONE RIVERFRONT PLAZA
					CITY:			CORNING
					STATE:			NY
					ZIP:			14831
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	CORNING INC /NY /   CORNING LAB SERVICES INC
						DATE OF NAME CHANGE:	19930713
</FORMER-COMPANY>

						FORMER COMPANY:	
							FORMER CONFORMED NAME:	CORNING GLASS WORKS
							DATE OF NAME CHANGE:	19890512
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3MEF
<SEQUENCE>1
<FILENAME>a2027916zs-3mef.txt
<DESCRIPTION>FORM S-3MEF
<TEXT>

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 2000
                                                        REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-3
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              CORNING INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           NEW YORK                                 16-0393470
   (STATE OF INCORPORATION)            (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

                              ONE RIVERFRONT PLAZA
                             CORNING, NEW YORK 14831
                                 (607) 974-9000
     (ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                WILLIAM D. EGGERS
                            SENIOR VICE PRESIDENT AND
                                 GENERAL COUNSEL
                              CORNING INCORPORATED
                              ONE RIVERFRONT PLAZA
                             CORNING, NEW YORK 14831
                                 (607) 974-9000
       (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
                        AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:

       ROBERT M. THOMAS, Jr.                            STEPHEN T. GIOVE
        SULLIVAN & CROMWELL                            SHEARMAN & STERLING
         125 BROAD STREET                             599 LEXINGTON AVENUE
     NEW YORK, NEW YORK 10004                       NEW YORK, NEW YORK 10022

       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act") other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box./X/

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-44328;
333-44328-01.

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering./ /

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /


<TABLE>
<CAPTION>

===============================================================================================================================
    TITLE OF EACH CLASS OF          AMOUNT TO BE     PROPOSED MAXIMUM AGGREGATE      PROPOSED MAXIMUM             AMOUNT OF
    SECURITIES TO BE REGISTERED     REGISTERED (1)   OFFERING PRICE PER UNIT(2)    AGGREGATE OFFERING PRICE(3)  REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>               <C>                          <C>                           <C>
Convertible Debt Securities
 and Common Stock (4)               $800,000,000           100%                    $800,000,000                  $211,200
===============================================================================================================================

</TABLE>

     (1) In United States dollars.

     (2) Estimated solely for the purposes of calculating the registration
fee pursuant to Rule 457 under the Securities Act of 1933, as amended.

     (3) Such amount represents the offering price of any Common Stock and
the principal amount of the convertible debt securities if issued at their
principal amount or the issue price, rather than the principal amount, of the
convertible debt securities if issued at an original issue discount.

     (4) Includes common stock issuable upon exercise of convertible debt
securities.

     THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.

<PAGE>


                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-3 filed by Corning Incorporated and Corning Finance B.V.
with the Securities and Exchange Commission (File Nos. 333-44328 and
333-44328-01) pursuant to the Securities Act of 1933, as amended, and
declared effective on September 1, 2000 is incorporated by reference into
this Registration Statement.

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Corning, State of New York, on October 18, 2000.


                                               CORNING INCORPORATED
                                               ---------------------------------
                                               (Registrant)


                                               By: /s/ William D. Eggers
                                                  ------------------------------
                                                   William D. Eggers
                                                   Senior Vice President


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on
October 18, 2000, in the capacities indicated.

                             SIGNATURE                         CAPACITY
                             ---------                        --------


    /s/ ROGER G. ACKERMAN
- -----------------------------------------          Chairman of the Board,
                      (Roger G. Ackerman)          Principal Executive
                                                   Officer and Director

   /s/ JAMES B. FLAWS
- -----------------------------------------          Executive Vice President and
                      (James B. Flaws)             Principal Financial Officer

   /s/ KATHERINE A. ASBECK
- -----------------------------------------          Vice President, Controller
                   (Katherine A. Asbeck)           and Principal Accounting
                                                   Officer

________________________________________           Director
                (John Seely Brown)


________________________________________           Director
                 (John H. Foster)

                   *
________________________________________           Director
                  (Norman E. Garrity)

                   *
________________________________________           Director
                     (Gordon Gund)

                   *
________________________________________           Director
                 (John M. Hennessy)


<PAGE>

                   *
________________________________________           Director
                 (James R. Houghton)

                   *
________________________________________           Director
                    (John W. Loose)

                   *
________________________________________           Director
                   (James J. O'Connor)

                   *
________________________________________           Director
                   (Catherine A. Rein)

                   *
________________________________________           Director
                   (Deborah D. Rieman)

                   *
________________________________________           Director
                   (H. Onno Ruding)

                   *
________________________________________           Director
                 (William D. Smithburg)


*By:      /s/ WILLIAM D. EGGERS
   -------------------------------------
   (William D. Eggers, Attorney-in-Fact)



<PAGE>

                                  EXHIBIT INDEX


    EXHIBIT
       NO.                DESCRIPTION
    -------               -----------


      5.01     Opinion of William D. Eggers, Esq.

     23.01     Consent of PricewaterhouseCoopers LLP, independent accountants.

     23.02     Consent of Ernst & Young LLP, independent accountants.

     23.03     Consent of KPMG Deutsche Treuhand-Gesellschaft
               Aktiengesellschaft Wirtschaftsprufungsgesellschaft

     23.04     Consent of William D. Eggers, Esq. (included in the Exhibit
               5.01)

     24.01     Power of Attorney of certain directors.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.01
<SEQUENCE>2
<FILENAME>a2027916zex-5_01.txt
<DESCRIPTION>EXHIBIT 5.01
<TEXT>

<PAGE>

                                                                    Exhibit 5.01


                                                                October 18, 2000

To the Board of Directors
Corning Incorporated

Ladies and Gentlemen:

     As General Counsel of Corning Incorporated (the "Company"), I am
furnishing this opinion in connection with the Registration Statement (the
"Registration Statement") on Form S-3 being filed with the Securities and
Exchange Commission (the "Commission") under Rule 462(b) of the Securities
Act of 1933, as amended, with respect to the proposed offering of up to
$800,000,000 aggregate amount of securities, which may include shares of the
Company's Common Stock, par value $.50 per share (the "Common Shares"), and
the Company's convertible debt securities (the "Debt Securities", and
together with the Common Shares, the "Securities"). The Debt Securities will
be issued pursuant to (i) an Indenture (the "Senior Indenture") dated as of
__________ between the Company and The Chase Manhattan Bank (the "Trustee"),
a form of which is filed as Exhibit 4.01 to the Registration Statement on
Form S-3, Registration Nos. 333-81299 and 333-81299-01, and (ii) a
Supplemental Indenture (the "Supplemental Indenture", together with the
Senior Indenture, the "Indenture") dated as of ___________between the Company
and the Trustee, a form of which will be filed as an exhibit to the Company's
Current Report on Form 8-K.

     I have examined the resolutions of the Board of Directors of the Company
(the "Resolutions") authorizing the issuance, offering and sale of the
Securities. I have also examined the originals, or copies identified to my
satisfaction, of such corporate records of the Company, such other agreements
and instruments, certificates of public officials and officers of the Company
and other persons; and such other documents as I have deemed necessary as a
basis for the opinions hereinafter expressed.

     Based on the foregoing, and having regard for such legal considerations as
I have deemed relevant, I am of the opinion that:

     1. The Company has been duly incorporated and is validly existing under the
laws of the State of New York.

     2. The Common Shares (including Common Shares issuable upon conversion
of any Debt Security) have been duly authorized and, when issued and
delivered pursuant to the authority granted in the Resolutions and paid for,

<PAGE>

will be legally issued, fully paid and non-assessable.

     3. The Indenture, when duly authorized, executed and delivered by the
Company, assuming due authorization, execution and delivery thereof by the
Trustee, will constitute a legally binding instrument of the Company
enforceable against the Company in accordance with its terms.

     4. The Debt Securities have been duly authorized and, when the final
terms thereof have been duly established and approved, when duly executed by
the Company, in each case pursuant to the authority granted in the
Resolutions, when executed and authenticated in accordance with the Indenture
and when delivered and paid for, will constitute legal, valid and binding
obligations of the Company.

     I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of my name under the heading "Validity
of Securities" in the related prospectus.

                                       Very truly yours,

                                       /s/ William D. Eggers


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.01
<SEQUENCE>3
<FILENAME>a2027916zex-23_01.txt
<DESCRIPTION>EXHIBIT 23.01 CONSENT OF PRICEWATERHOUSE
<TEXT>

<PAGE>
                                                             EXHIBIT 23.01


                       CONSENT OF INDEPENDENT ACCOUNTANTS

      We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 2, 2000, except for
Note 18, which is as of February 14, 2000, relating to the financial
statements, which appears on page 24 of Corning Incorporated's Annual Report
on Form 10-K/A for the year ended December 31, 1999. We also consent to the
application of such report to the financial statement schedule appearing on
page 54 of the Form 10-K/A when such schedule is read in conjunction with the
financial statements referred to in our report. We also consent to the
reference to us under the heading "Experts" in the Registration Statement on
Form S-3 (Nos. 333-44328 and 333-44328-01), which is incorporated by reference
in this Registration Statement.


/s/ PRICEWATERHOUSECOOPERS LLP

PRICEWATERHOUSECOOPERS LLP


New York, New York
October 16, 2000
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.02
<SEQUENCE>4
<FILENAME>a2027916zex-23_02.txt
<DESCRIPTION>EXHIBIT 23.02
<TEXT>


<PAGE>

                                                                  EXHIBIT 23.02


                        CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statements on Form S-3 and related Prospectuses of Corning
Incorporated and Corning Finance B.V. (No. 333-44328 and 333-44328-1), and to
the incorporation by reference therein of our report dated December 21, 1999,
with respect to the consolidated financial statements and schedule of
NetOptix Corporation, filed with the Securities and Exchange Commission on
October 18, 2000.


                                                   /s/ Ernst & Young LLP
                                                   ---------------------
                                                     ERNST & YOUNG LLP

Providence, Rhode Island
October 12, 2000


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.03
<SEQUENCE>5
<FILENAME>a2027916zex-23_03.txt
<DESCRIPTION>EXHIBIT 23.03
<TEXT>

<PAGE>

                                                                  EXHIBIT 23.03


                         CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement and the Registration Statements on Form S-3 of Corning
Incorporated. (File Numbers 333-44328, 333-44328-1), of the Securities Act of
1933, as amended, of our report dated March 31, 2000 relating to the combined
financial statements of the Lichtwellenleiter Group of Siemens AG for the
year ended September 30, 1999 which report appears in the Form 8-K of Corning
Incorporated dated April 17, 2000 and the reference to our firm appearing
under the heading "Experts" in such Registration Statement.

/s/ KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
- --------------------------------------------
KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft



Munich,
October 16, 2000
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>6
<FILENAME>a2027916zex-24_1.txt
<DESCRIPTION>EXHIBIT 24.1
<TEXT>


<PAGE>

                                                                   Exhibit 24.01


                          CORNING INCORPORATED

                    -------------------------------

                           POWER OF ATTORNEY

                    -------------------------------


      KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of an issue
or issues not exceeding $800,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter (pursuant to amendments to a
registration statement presently on file with the Securities and Exchange
Commission or otherwise), including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as Director and/or Officer of Corning
Incorporated to one or more Registration Statements (on whatever form or
forms may be determined to be appropriate) to be filed with the Securities
and Exchange Commission in respect of the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and Post-Effective Amendments, and to any and all instruments
and documents filed as a part of or in connection with the said Registration
Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that
said attorneys and agents, or any one of them, shall do or cause to be done
by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has subscribed these presents this
16th day of October, 2000.


                                   /s/ Roger G. Ackerman
                                   ---------------------------
                                   Roger G. Ackerman





<PAGE>

                          CORNING INCORPORATED

                    -------------------------------

                           POWER OF ATTORNEY

                    -------------------------------


      KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of an issue
or issues not exceeding $800,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter (pursuant to amendments to a
registration statement presently on file with the Securities and Exchange
Commission or otherwise), including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as Director and/or Officer of Corning
Incorporated to one or more Registration Statements (on whatever form or
forms may be determined to be appropriate) to be filed with the Securities
and Exchange Commission in respect of the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and Post-Effective Amendments, and to any and all instruments
and documents filed as a part of or in connection with the said Registration
Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that
said attorneys and agents, or any one of them, shall do or cause to be done
by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has subscribed these presents this
17th day of October, 2000.


                                   /s/ Norman E. Garrity
                                   ---------------------------
                                   Norman E. Garrity


<PAGE>

                          CORNING INCORPORATED

                    -------------------------------

                           POWER OF ATTORNEY

                    -------------------------------


      KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of an issue
or issues not exceeding $800,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter (pursuant to amendments to a
registration statement presently on file with the Securities and Exchange
Commission or otherwise), including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as Director and/or Officer of Corning
Incorporated to one or more Registration Statements (on whatever form or
forms may be determined to be appropriate) to be filed with the Securities
and Exchange Commission in respect of the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and Post-Effective Amendments, and to any and all instruments
and documents filed as a part of or in connection with the said Registration
Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that
said attorneys and agents, or any one of them, shall do or cause to be done
by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has subscribed these presents this
17th day of October, 2000.


                                   /s/ Gordon Gund
                                   ---------------------------
                                   Gordon Gund


<PAGE>

                          CORNING INCORPORATED

                    -------------------------------

                           POWER OF ATTORNEY

                    -------------------------------


      KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of an issue
or issues not exceeding $800,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter (pursuant to amendments to a
registration statement presently on file with the Securities and Exchange
Commission or otherwise), including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as Director and/or Officer of Corning
Incorporated to one or more Registration Statements (on whatever form or
forms may be determined to be appropriate) to be filed with the Securities
and Exchange Commission in respect of the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and Post-Effective Amendments, and to any and all instruments
and documents filed as a part of or in connection with the said Registration
Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that
said attorneys and agents, or any one of them, shall do or cause to be done
by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has subscribed these presents this
16th day of October, 2000.


                                   /s/ John M. Hennessy
                                   ---------------------------
                                   John M. Hennessy


<PAGE>

                          CORNING INCORPORATED

                    -------------------------------

                           POWER OF ATTORNEY

                    -------------------------------


      KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of an issue
or issues not exceeding $800,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter (pursuant to amendments to a
registration statement presently on file with the Securities and Exchange
Commission or otherwise), including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as Director and/or Officer of Corning
Incorporated to one or more Registration Statements (on whatever form or
forms may be determined to be appropriate) to be filed with the Securities
and Exchange Commission in respect of the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and Post-Effective Amendments, and to any and all instruments
and documents filed as a part of or in connection with the said Registration
Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that
said attorneys and agents, or any one of them, shall do or cause to be done
by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has subscribed these presents this
17th day of October, 2000.


                                   /s/ James R. Houghton
                                   ---------------------------
                                   James R. Houghton


<PAGE>

                          CORNING INCORPORATED

                    -------------------------------

                           POWER OF ATTORNEY

                    -------------------------------


      KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of an issue
or issues not exceeding $800,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter (pursuant to amendments to a
registration statement presently on file with the Securities and Exchange
Commission or otherwise), including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as Director and/or Officer of Corning
Incorporated to one or more Registration Statements (on whatever form or
forms may be determined to be appropriate) to be filed with the Securities
and Exchange Commission in respect of the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and Post-Effective Amendments, and to any and all instruments
and documents filed as a part of or in connection with the said Registration
Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that
said attorneys and agents, or any one of them, shall do or cause to be done
by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has subscribed these presents this
18th day of October, 2000.


                                   /s/ John W. Loose
                                   ---------------------------
                                   John W. Loose

<PAGE>


                          CORNING INCORPORATED

                    -------------------------------

                           POWER OF ATTORNEY

                    -------------------------------


      KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of an issue
or issues not exceeding $800,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter (pursuant to amendments to a
registration statement presently on file with the Securities and Exchange
Commission or otherwise), including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as Director and/or Officer of Corning
Incorporated to one or more Registration Statements (on whatever form or
forms may be determined to be appropriate) to be filed with the Securities
and Exchange Commission in respect of the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and Post-Effective Amendments, and to any and all instruments
and documents filed as a part of or in connection with the said Registration
Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that
said attorneys and agents, or any one of them, shall do or cause to be done
by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has subscribed these presents this
17th day of October, 2000.


                                   /s/ James J. O'Connor
                                   ---------------------------
                                   James J. O'Connor


<PAGE>

                          CORNING INCORPORATED

                    -------------------------------

                           POWER OF ATTORNEY

                    -------------------------------


      KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of an issue
or issues not exceeding $800,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter (pursuant to amendments to a
registration statement presently on file with the Securities and Exchange
Commission or otherwise), including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as Director and/or Officer of Corning
Incorporated to one or more Registration Statements (on whatever form or
forms may be determined to be appropriate) to be filed with the Securities
and Exchange Commission in respect of the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and Post-Effective Amendments, and to any and all instruments
and documents filed as a part of or in connection with the said Registration
Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that
said attorneys and agents, or any one of them, shall do or cause to be done
by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has subscribed these presents this
17th day of October, 2000.


                                   /s/ Catherine A. Rein
                                   ---------------------------
                                   Catherine A. Rein


<PAGE>

                          CORNING INCORPORATED

                    -------------------------------

                           POWER OF ATTORNEY

                    -------------------------------


      KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of an issue
or issues not exceeding $800,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter (pursuant to amendments to a
registration statement presently on file with the Securities and Exchange
Commission or otherwise), including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as Director and/or Officer of Corning
Incorporated to one or more Registration Statements (on whatever form or
forms may be determined to be appropriate) to be filed with the Securities
and Exchange Commission in respect of the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and Post-Effective Amendments, and to any and all instruments
and documents filed as a part of or in connection with the said Registration
Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that
said attorneys and agents, or any one of them, shall do or cause to be done
by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has subscribed these presents this
16th day of October, 2000.


                                   /s/ Deborah D. Rieman
                                   ---------------------------
                                   Deborah D. Rieman

<PAGE>


                          CORNING INCORPORATED

                    -------------------------------

                           POWER OF ATTORNEY

                    -------------------------------


      KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of an issue
or issues not exceeding $800,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter (pursuant to amendments to a
registration statement presently on file with the Securities and Exchange
Commission or otherwise), including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as Director and/or Officer of Corning
Incorporated to one or more Registration Statements (on whatever form or
forms may be determined to be appropriate) to be filed with the Securities
and Exchange Commission in respect of the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and Post-Effective Amendments, and to any and all instruments
and documents filed as a part of or in connection with the said Registration
Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that
said attorneys and agents, or any one of them, shall do or cause to be done
by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has subscribed these presents this
16th day of October, 2000.


                                   /s/ H. Onno Ruding
                                   ---------------------------
                                   H. Onno Ruding


<PAGE>

                          CORNING INCORPORATED

                    -------------------------------

                           POWER OF ATTORNEY

                    -------------------------------


      KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of an issue
or issues not exceeding $800,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter (pursuant to amendments to a
registration statement presently on file with the Securities and Exchange
Commission or otherwise), including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as Director and/or Officer of Corning
Incorporated to one or more Registration Statements (on whatever form or
forms may be determined to be appropriate) to be filed with the Securities
and Exchange Commission in respect of the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and Post-Effective Amendments, and to any and all instruments
and documents filed as a part of or in connection with the said Registration
Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that
said attorneys and agents, or any one of them, shall do or cause to be done
by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has subscribed these presents this
16th day of October, 2000.


                                   /s/ William D. Smithburg
                                   ---------------------------
                                   William D. Smithburg


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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