<DOCUMENT>
<TYPE>S-3/A
<SEQUENCE>1
<FILENAME>amendedtropels3.txt
<DESCRIPTION>TROPEL AMENDED S-3
<TEXT>

As filed with the Securities and Exchange Commission on May 3, 2001

                                                      Registration No. 333-58602
              -----------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------
                               Amendment No. 1 to
                                    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 or other jurisdiction of                 (I.R.S. Employer
          incorporation or organization)                 Identification No.)

                              One Riverfront Plaza
                             Corning, New York 14831
         (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
            (Name, address including zip code, and telephone number,
                    including area code of agent for service)
                            Telephone: (607) 974-9000
                               Fax: (607) 974-8656
                        ---------------------------------

     Approximate  date of commencement of proposed sale to public:  From time to
time after the effective date of this Registration Statement.

     If the only securities 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, 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. [ ]

     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. [ ]

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

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
------------------------------------------------------------------------------














<PAGE>




The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is not permitted.

                     SUBJECT TO COMPLETION DATED MAY 3, 2001

PROSPECTUS

                              Corning Incorporated

                        1,949,998 Shares of Common Stock
                                ($.50 par value)

     On March 16, 2001, we issued  1,949,998  shares of Corning  Common Stock in
connection with the merger of Tropel  Corporation with and into our wholly-owned
subsidiary. In connection with the merger, we have agreed to register the shares
of our common stock offered by this  prospectus.  We will not receive any of the
proceeds  from the sale of the shares by the  selling  shareholders  (as defined
below).

     Our common stock is listed on the New York Stock  Exchange under the symbol
"GLW." On April 3, 2001,  the closing price of our common stock,  as reported on
the New York Stock Exchange, was $18.50 per share.

     The selling  shareholders or their pledgees,  donees,  transferees or other
successors in interest may sell all or a portion of the shares from time to time
on one or more stock exchanges,  in the over-the-counter market or otherwise, at
prices and at terms then  prevailing or at prices  related to the current market
price, or in negotiated transactions.

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


Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

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

                The date of this Prospectus is ____________, 2001









<PAGE>



                                TABLE OF CONTENTS

                                                                          Page
Forward-Looking Statements..................................................2
About Corning Incorporated..................................................2
Selling Shareholders........................................................3
Plan of Distribution  ......................................................3
Description of Corning Capital Stock........................................4
Legal Matters...............................................................6
Experts ....................................................................6
Where You Can Find More Information ........................................6


                           FORWARD-LOOKING STATEMENTS

     Statements  included in this prospectus and in the documents we incorporate
by  reference  which are not  historical  facts are  forward-looking  statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
These  statements  describe a number of risks,  uncertainties  and other factors
that could cause results to differ materially,  as discussed in the documents we
incorporate  by  reference.  These  statements  appear  in the  sections  of our
documents  filed  with  the  SEC  captioned   "Business,"  "Risk  Factors,"  and
"Management's Discussion and Analysis."


                                      ABOUT
                              CORNING INCORPORATED

     We trace our origins to a glass  business  established in 1851. The present
corporation was  incorporated in the State of New York in December 1936, and our
name was changed from Corning Glass Works to Corning  Incorporated  on April 28,
1989.

     We are a  global,  technology-based  corporation  that  operates  in  three
broadly based operating business segments:

        .         Telecommunications;
        .         Advanced Materials; and
        .         Information Display.

     The  Telecommunications  segment produces optical fiber and cable,  optical
hardware and equipment  photonic  modules and components and optical  networking
devices for the worldwide  telecommunications  industry.  The Advanced Materials
segment  manufactures  specialized  products with unique properties for customer
applications utilizing glass, glass ceramic and polymer technologies. Businesses
within this segment  include  environmental  products,  life  science  products,
semiconductor  materials  and optical and  lighting  products.  The  Information
Display Segment manufactures glass panels and funnels for televisions and CRT's,
liquid-crystal  display, glass for flat panel displays and projection video lens
assemblies.

     Our principal office is located at One Riverfront Plaza,  Corning, New York
14831. Our telephone number is (607) 974-9000.


                              SELLING SHAREHOLDERS

     We have agreed to register  1,949,998  shares of Corning  common  stock for
resale by the selling shareholders.  The following table includes information as
of March 31, 2001, concerning the selling shareholders'  beneficial ownership of
shares of Corning  common  stock.  No selling  shareholder  owns more than 1% of
Corning's outstanding common stock.

<TABLE>
<CAPTION>
                                     NUMBER OF SHARES           MAXIMUM NUMBER OF SHARES         NUMBER OF SHARES
                                BENFICIALLY OWNED PRIOR TO       TO BE SOLD PURSUANT TO      BENEFICIALLY OWNED AFTER
            NAME                       THE OFFERING                 THIS PROSPECTUS             THE OFFERING (1)
------------------------------ ----------------------------- ---------------------------- ----------------------------
------------------------------ ----------------------------- ---------------------------- ----------------------------

<S>                                   <C>                             <C>                              <C>
John H. Bruning                       1,350,551 (2)                   1,350,551                        0
Edward P. Coons                            914                           914                           0
Alan H. Bordenstein                    500,204 (2)                     500,204                         0
General Signal
Holding Co.                               98,329                       98,329                          0

</TABLE>

          (1)  Assumes  the  sale of all the  shares  of  Corning  common  stock
               offered by this prospectus.
          (2)  292,500  shares in the  aggregate  are subject to the terms of an
               escrow agreement dated March 16.

                              PLAN OF DISTRIBUTION

     We are  registering  the  shares of Corning  common  stock on behalf of the
selling shareholders. As used herein, "selling shareholders" includes donees and
pledgees selling shares received from a named selling shareholder after the date
of this  prospectus.  All  costs,  expenses  and  fees in  connection  with  the
registration  of the Corning  common stock  offered  hereby will be borne by us.
Brokerage  commissions and similar selling expenses, if any, attributable to the
sale of Corning common stock will be borne by the selling shareholders. Sales of
Corning  common stock may be effected by the selling  shareholders  from time to
time in one or more types of transactions (which may include block transactions)
on the New York Stock Exchange,  in the  over-the-counter  market, in negotiated
transactions,  through put or call options transactions  relating to the Corning
common stock,  through short sales of Corning common stock,  or a combination of
such methods of sale,  at market  prices  prevailing  at the time of sale, or at
negotiated prices.  Such transactions may or may not involve brokers or dealers.
The selling  shareholders  have  advised us that they have not entered  into any
agreements,   understandings   or   arrangements   with  any   underwriters   or
broker-dealers regarding the sale of their Corning common stock, nor is there an
underwriter or  coordinating  broker acting in connection with the proposed sale
of shares of Corning common stock by the selling shareholders.

     The selling  shareholders may effect such transactions by selling shares of
Corning  common stock  directly to purchasers  or to or through  broker-dealers,
which  may  act  as  agents  or  principals.  Such  broker-dealers  may  receive
compensation  in the form of discounts,  concessions,  or  commissions  from the
selling shareholders and/or the purchasers of shares of Corning common stock for
whom such broker-dealers may act as agents or to whom they sell as principal, or
both (which compensation as to a particular  broker-dealer might be in excess of
customary commissions).

     The selling shareholders and any broker-dealers that act in connection with
the sale of shares of Corning common stock might be deemed to be  "underwriters"
within the meaning of Section 2(11) of the Securities  Act, and any  commissions
received  by such  broker-dealers  and any profit on the resale of the shares of
Corning common stock sold by them while acting as principals  might be deemed to
be  underwriting  discounts or  commissions  under the  Securities  Act. We have
agreed to  indemnify  each  selling  shareholder  against  certain  liabilities,
including  certain  liabilities  arising under the  Securities  Act. The selling
shareholders  may agree to indemnify  any agent,  dealer or  broker-dealer  that
participates  in  transactions  involving  sales of the shares of Corning common
stock against certain  liabilities,  including certain liabilities arising under
the Securities Act.

     Because selling shareholders may be deemed to be "underwriters"  within the
meaning of Section 2(11) of the Securities Act, the selling shareholders will be
subject to the prospectus delivery requirements of the Securities Act, which may
include delivery through the facilities of the New York Stock Exchange  pursuant
to Rule 153 under the Securities Act. We have informed the Selling  Shareholders
that the  anti-manipulative  provisions of  Regulation M  promulgated  under the
Exchange Act may apply to their sales in the market.

     The selling  shareholders also may resell all or a portion of the shares of
Corning common stock in open market transactions in reliance upon Rule 144 under
the  Securities  Act,  provided  they  meet  the  criteria  and  conform  to the
requirements of such Rule.


                      DESCRIPTION OF CORNING CAPITAL STOCK

Authorized Capital Stock

     Corning's  authorized  capital stock  consists of  3,800,000,000  shares of
common stock, $.50 par value, and 10,000,000 shares of preferred stock, $100 par
value.

Common Stock

     As of March 5, 2001, there were 928,176,165  outstanding  shares of Corning
common  stock held by  approximately  20,000  holders of record.  The holders of
Corning  common  stock are  entitled  to one vote for each share on all  matters
submitted to a vote of shareholders  and do not have  cumulative  voting rights.
The Corning board of directors is classified into three classes of approximately
equal  size,  one of which is  elected  each  year.  Accordingly,  holders  of a
majority  of the  Corning  common  stock  entitled  to vote in any  election  of
directors may elect all of the directors  standing for election.  The holders of
Corning  common  stock are  entitled  to share  ratably in all assets of Corning
which are legally  available  for  distribution,  after payment of all debts and
other  liabilities  and  subject to the prior  rights of any  holders of Corning
preferred stock then outstanding. The current quarterly cash dividend of Corning
common stock is $.06 per share of common  stock.  The continued  declaration  of
dividends  by the  Corning  board of  directors  is subject to the  current  and
prospective  earnings,  financial condition and capital  requirements of Corning
and any other factors that the Corning board of directors  deems  relevant.  The
holders of Corning common stock have no preemptive, subscription,  redemption or
conversion rights. The outstanding shares of Corning common stock are fully paid
and nonassessable.  The rights, preferences and privileges of holders of Corning
common stock are subject to the rights of the holders of shares of any series of
Corning preferred stock which Corning may issue in the future.

Preferred Stock

     Corning has designated  2,400,000 shares of its preferred stock as Series A
junior participating  preferred stock and 316,822 shares as Series B convertible
preferred  stock. As of March 5, 2001, there were 79,725  outstanding  shares of
Series B preferred stock, held exclusively by the trustee of Corning's  existing
employee  investment  plans.  No other Corning  preferred  stock is outstanding.
Series A preferred  stock is reserved for issuance  upon  exercise of the rights
distributed  to the  holders of Corning  common  stock  pursuant  to the Corning
rights agreement referred to below.

     The  Corning  board  of  directors  has  the  authority,   without  further
shareholder approval, to create other series of preferred stock, to issue shares
of  preferred  stock in such  series up to the  maximum  number of shares of the
relevant class of preferred stock authorized, and to fix the dividend rights and
terms, conversion rights and terms, voting rights,  redemption rights and terms,
liquidation  preferences,  sinking funds and any other rights,  preferences  and
limitations  applicable  to each such  series of Corning  preferred  stock.  The
purpose of  authorizing  the Corning board of directors to determine such rights
and preferences is to eliminate  delays  associated  with a shareholder  vote on
specific  issuances.  The issuance of Corning  preferred stock,  while providing
flexibility  in  connection  with  possible  acquisitions  and  other  corporate
purposes,  could,  among  other  things,  adversely  affect the voting  power of
holders of Corning common stock and, under certain  circumstances,  make it more
difficult for a third party to gain control of Corning.

Rights Agreement

     Corning has  adopted a Rights  Agreement,  dated as of June 5, 1996,  which
provides  for the  issuance  of one right to the holder of each share of Corning
common  stock.  Ten days after any person or group  acquires  or  announces  its
intention to acquire 20% or more of the outstanding  Corning common stock,  each
Corning right will entitle the holder, other than the acquiring person or group,
to purchase  one  one-hundredth  of a share of Series A preferred  stock,  at an
exercise price of $41.67 subject to certain antidilution adjustments.

     If a person or group  announces its intention to acquire 20% or more of the
outstanding  Corning common stock or if Corning is acquired in a merger or other
business  combination or sells 50% or more of its assets or earning power,  each
Corning right,  other than a Corning right  beneficially  owned by the acquiring
person or group, which will be void, will entitle the holder to purchase, at the
exercise price,  common stock of the acquiring  person or group having a current
market value of two times the exercise price of the right.  Prior to a person or
group acquiring 50% or more of the outstanding Corning common stock, the Corning
board of  directors  may also elect to issue a share of Corning  common stock in
exchange for each Corning right, other than Corning rights held by the acquiring
person or group.

     The Corning rights expire on July 15, 2006,  unless this expiration date is
extended or the Corning  rights are exchanged or redeemed by Corning before such
date. Prior to an announcement by a person or group of its intent to acquire 20%
or more of the outstanding Corning common stock,  Corning may redeem the Corning
rights in whole,  but not in part, for $.01 per Corning  right,  or it may amend
the Corning  rights  agreement  in any way without the consent of the holders of
the Corning rights.

Indemnification and Liability of Directors and Officers

     Sections  722 and 723 of the Business  Corporation  Law of the State of New
York provide that a corporation  may indemnify its current and former  directors
and officers under certain circumstances. Corning's bylaws provide that it shall
indemnify each director and officer against all costs and expenses  actually and
reasonably  incurred  by him in  connection  with the  defense  of any action or
proceeding against him or related appeal by reason of his being or having been a
director  or officer of Corning to the full  extent  permitted  by the  Business
Corporation Law.

     Section 402(b) of the Business  Corporation Law provides that a corporation
may  include a  provision  in its  certificate  of  incorporation  limiting  the
liability of its directors to the  corporation or its  shareholders  for damages
for  the  breach  of  any  duty,  except  for  a  breach  involving  intentional
misconduct,  bad faith,  a knowing  violation  of law or receipt of an  improper
personal benefit or for certain illegal  dividends,  loans or stock repurchases.
Corning's  restated  certificate of  incorporation  provides that its directors'
liability is limited to the extent permitted by the Business Corporation Law.

Transfer Agent and Register

     The  transfer   agent  and  registrar  for  the  Corning  common  stock  is
Computershare Investor Services LLC in Chicago, Illinois.


                                  LEGAL MATTERS

     The validity of the shares of our common stock is being passed on for us by
William D. Eggers,  Esq.,  Senior Vice President and General  Counsel of Corning
Incorporated.  Mr.  Eggers owns  substantially  less than 1% of the  outstanding
shares of our common stock.


                                     EXPERTS

          The  consolidated   financial   statements  of  Corning   Incorporated
     incorporated in this prospectus by reference to Corning Incorporated's 2000
     Annual Report on Form 10-K for the year ended December 31, 2000,  have been
     so  incorporated in reliance on the report of  PricewaterhouseCoopers  LLP,
     independent accountants,  given on the authority of that firm as experts in
     auditing and accounting.


                       WHERE YOU CAN FIND MORE INFORMATION

     Corning is subject to the  informational  requirements  of the Exchange Act
and,  in  accordance   therewith  file  reports,   proxy  statements  and  other
information with the SEC. The reports,  proxy  statements and other  information
filed by Corning  with the SEC can be viewed  electronically  through  the SEC's
Electronic  Data  Gathering,  Analysis and  Retrieval  (EDGAR)  system.  The SEC
maintains a World Wide Web site at  http://www.sec.gov  that  contains  reports,
proxy and information  statements and other  information  regarding  registrants
that file electronically with the SEC. Copies can be inspected and copied at the
public  reference  facilities  maintained  by the SEC at Room  1024,  450  Fifth
Street, N.W., Washington,  D.C. 20549, and at the SEC's Regional Offices located
at 7 World  Trade  Center,  13th  Floor,  New York,  New York 10048 and 500 West
Madison Street,  Suite 1400,  Chicago,  Illinois 60661. Copies of such materials
also can be obtained at prescribed  rates from the Public  Reference  Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Information regarding
the Public  Reference Room may be obtained by calling the SEC at (800) 732-0330.
Corning common stock is listed on the New York Stock Exchange. Reports and other
information  concerning  Corning may also be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.

     Corning has filed with the SEC a  registration  statement on Form S-3 under
the  Securities Act with respect to the shares of Corning common stock issued in
its acquisition of all of the issued and outstanding stock of Tropel Corporation
from  the  selling  shareholders.  This  prospectus  does  not  contain  all the
information set forth in the registration statement,  selected portions of which
are omitted in accordance with the rules and regulations of the SEC. For further
information  with respect to Corning and the Corning common stock,  reference is
made to the registration statement (including its exhibits).

     The SEC  allows us to  "incorporate  by  reference"  information  into this
prospectus,  which means that we can disclose  important  information  to you by
referring you to another  document  filed  separately  with the SEC.  Statements
contained in this  prospectus  or in any document  incorporated  by reference in
this prospectus as to the contents of any contract or other document referred to
herein or therein are not necessarily  complete,  and in each instance reference
is made to the copy of such  contract  or other  document  (if any)  filed as an
exhibit  to the  registration  statement  or  such  other  document,  each  such
statement  being  qualified in all respects by such  reference.  The information
incorporated  by  reference  is  deemed  to be  part of  this  prospectus.  This
prospectus  incorporates by reference the documents set forth below that Corning
has previously filed with the SEC. These documents contain important information
about Corning and its finances.

         Corning Filings (File No. 1-03247)                 Period
         ----------------------------------                 ------

         Annual Report on Form 10-K............Year ended December 31, 2000

         Registration Statement on Form 8-A....Filed on July 11, 1996

         Current Reports on Form 8-K...........Filed on January 25, 2001
                                               Filed on March 19, 2001
                                               Filed on April 18, 2001
                                               Filed on April 26, 2001

         Current Report on Form 8-K/A..........Filed on February 23, 2001


     All documents and reports subsequently filed by Corning pursuant to Section
13(a),  13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
and prior to the termination of this offering shall be deemed to be incorporated
by reference in this  prospectus and to be a part hereof from the date of filing
of such documents or reports. Any statement contained in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or  superseded  for purposes of this  prospectus  to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.

     This prospectus  incorporates  important business and financial information
about  Corning  that is not  included  in or  delivered  with  this  prospectus.
Documents  incorporated by reference which are not presented herein or delivered
herewith  (other  than  exhibits to such  documents  unless  such  exhibits  are
specifically  incorporated by reference) are available to any person,  including
any beneficial  owner, to whom this prospectus is delivered,  on written or oral
request, without charge to: Corning Incorporated, One Riverfront Plaza, Corning,
New York 14831 (telephone number (607) 974-9000), Attention: Secretary.


<PAGE>


                 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

     The following table sets forth all expenses payable by Corning Incorporated
(the  "Company")  in  connection  with  the  issuance  and  distribution  of the
securities,  other than underwriting discounts and commissions. The Company will
bear all of such  expenses.  All the  amounts  shown are  estimates,  except the
registration fee.

Registration Fee ................................ $   9,248
Legal Fees....................................... $   8,000
Fees and expenses of accountants................. $   5,000
Printing Fees.................................... $   5,000
Miscellaneous.................................... $   5,000
                                                  ---------
Total............................................ $  32,248
                                                  =========

Item 15.  Indemnification of Directors and Officers.

     Sections  722 and 723 of the Business  Corporation  Law of the State of New
York ("BCL")  provide that a  corporation  may  indemnify its current and former
directors  and  officers  under  certain  circumstances.  Article  VIII  of  the
Company's  By-Laws  provides that the Company shall  indemnify each director and
officer against all costs and expenses  actually and reasonably  incurred by him
in connection with the defense of any claim,  action, suit or proceeding against
him by reason of his being or having  been a director  or officer of the Company
to the full extent permitted by, and consistent with, the BCL.

     Section  402(b)  of the BCL  provides  that a  corporation  may  include  a
provision in its  certificate  of  incorporation  limiting the  liability of its
directors to the corporation or its  shareholders  for damages for the breach of
any duty,  except for a breach involving  intentional  misconduct,  bad faith, a
knowing  violation  of law or receipt  of an  improper  personal  benefit or for
certain  illegal  dividends,  loans or  stock  repurchases.  Paragraph  7 of the
Company's Restated Certificate of Incorporation contains such a provision.

     For the  undertaking  in  relation to  indemnification,  please see Item 17
below.


                                      II-1

<PAGE>


Item 16 Exhibits
                                    EXHIBITS
Exhibit
Number   Description
-------  -----------

2.1  Agreement  and Plan of Merger dated as of January 22, 2001,  by and between
     the Company,  Tropel Merger Sub, Inc., Tropel Corporation,  John H. Bruning
     and Alan H. Bordenstein.**

3.1  Restated  Certificate of  Incorporation  of the Company,  dated December 6,
     2000 (incorporated by reference to Exhibit 3(i) of the registrant's  Annual
     Report on Form 10-K for the fiscal year ended December 31, 2000).

3.2  By-laws  of  the  Company  effective  December  6,  2000  (incorporated  by
     reference to Exhibit  3(ii) of the  registrants  Annual Report on Form 10-K
     for the fiscal year ended December 31, 2000).

4.1  Form of Common Stock Certificate of the Company  (incorporated by reference
     to  Exhibit  4 to  Registration  Statement  on  Form  S-4  filed  with  the
     Commission on June 17, 1992 (Registration Statement No. 33-48488).

4.2  Rights Agreement,  dated as of June 5, 1996, between the Company and Harris
     Trust and Savings  Bank,  as rights  agent  (incorporated  by  reference to
     Exhibit 1 to the Company's Current Report on Form 8-K dated July 10, 1996).

4.3  Form of Preferred Share Purchase Right of the Company  (included in Exhibit
     4.2).

5.1  Opinion  of  William  D.  Eggers,   Esq.  as  to  the  legality  of  shares
     registered.**

23.1 Consent of William D. Eggers, Esq. (included in Exhibit 5.1). **

23.2 Consent of PricewaterhouseCoopers LLP.*

23.3 Consent of PricewaterhouseCoopers SpA.*

24.1 Powers of Attorney.**
-----------------------------
*    Filed herewith
**   Previously Filed
                                      II-2

<PAGE>


Item 17.  Undertakings.

     (a)  The undersigned registrant hereby undertakes

          (1)  to file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)  to include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act;

               (ii) to reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this registration  statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent  no more than 20% change in the maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   registration
                    statement; and

               (iii)to include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously  disclosed  in  this
                    registration  statement  or  any  material  change  to  such
                    information in the registration statement;

     provided,  however,  that  paragraphs  (i)  and  (ii) do not  apply  if the
     information  required to be included in a post-effective  amendment thereby
     is contained in periodic  reports filed by the Company  pursuant to Section
     13 or Section 15(d) of the  Securities  Exchange Act of 1934 (the "Exchange
     Act") that are incorporated by reference in the registration statement;

          (2)  that,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof; and

          (3)  to remove from registration by means of post-effective  amendment
               any of the securities being registered which remain unsold at the
               termination of the offering.

     (b)  The   undersigned   registrant   undertakes   that,  for  purposes  of
          determining any liability under the Securities Act, each filing of the
          Company's  annual report pursuant to Section 13(a) or Section 15(d) of
          the Exchange Act (and,  where  applicable,  each filing of an employee
          benefit plan's annual report pursuant to Section 15(d) of the Exchange
          Act) that is incorporated by reference in the  registration  statement
          shall be deemed to be a new  registration  statement  relating  to the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof.

                                      II-3

<PAGE>

     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities Act may be permitted to directors, officers and controlling
          persons of a  registrant  pursuant  to the  foregoing  provisions,  or
          otherwise,  the registrant has been advised that in the opinion of the
          Securities and Exchange  Commission  such  indemnification  is against
          public   policy  as   expressed   in  such  Act  and  is,   therefore,
          unenforceable.  In the  event  a  claim  against  the  registrant  for
          indemnification  against such liabilities (other than the payment by a
          registrant  of expenses  incurred  or paid by a  director,  officer or
          controlling person of such registrant in the successful defense of any
          action,  suit or proceeding) is asserted by such director,  officer or
          controlling  person in connection with the securities being registered
          herein,  the registrant will, unless in the opinion of its counsel the
          matter has been settled by controlling precedent, submit to a court of
          appropriate  jurisdiction the question whether such indemnification by
          it is  against  public  policy  as  expressed  in such Act and will be
          governed by the final adjudication of such issue.


                                      II-4

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant,
Corning Incorporated,  a New York corporation,  certifies that it has reasonable
grounds to believe it meets all the requirements for filing on Form S-3, and has
duly caused this First Amendment to  Registration  Statement to be signed on its
behalf by the undersigned,  thereunto duly  authorized,  in the City of Corning,
State of New York, on the 1st day of May, 2001.


                                                        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 First
Amendment to  Registration  Statement  has been signed below on May 1st, 2001 by
the following persons in the capacities indicated:

Name and Signature                         Title
-------------------                        -----

/S/  JOHN W. LOOSE                         President, Chief Executive Officer
-----------------------------              and Director
(John W. Loose)                            (Principal Executive Officer)


/S/  JAMES B. FLAWS                        Executive Vice President, Chief
-----------------------------              Financial Officer and Director
(James B. Flaws)                           (Principal Financial Officer)


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

                 *                         Chairman of the Board
----------------------------
(Roger G. Ackerman)

                 *                         Director
-----------------------------
(John Seely Brown)

                 *                         Director
-----------------------------
(John H. Foster)

                  *                        Director
-----------------------------
(Gordon Gund)

                  *                        Director
-----------------------------
(John M. Hennessy)
                                      II-5

<PAGE>


Name and Signature                         Title
------------------                         -----


                 *                         Director
----------------------------
(James R. Houghton)

                 *                         Director
----------------------------
(James J. O'Connor)

                 *                         Director
----------------------------
(Catherine A. Rein)

                 *                         Director
----------------------------
(Deborah D. Rieman)

                 *                         Director
----------------------------
(H. Onno Ruding)

                 *                         Director
----------------------------
(William D. Smithburg)

                 *                         Director
----------------------------
(Peter F. Volanakis)

                 *                         Director
----------------------------
(Wendell P. Weeks)





*By: /S/         WILLIAM D. EGGERS
     --------------------------------------
     (William D. Eggers)
     (Attorney-in-fact)



                                      II-6
<PAGE>


<TABLE>
<CAPTION>

                                INDEX TO EXHIBITS
Exhibit                                                                                 Page
Number   Description                                                                    Number
-------  -----------                                                                    ------

<S>  <C>
2.1  Agreement  and Plan of Merger dated as of January 22, 2001,  by and between
     the Company,  Tropel Merger Sub, Inc., Tropel Corporation,  John H. Bruning
     and Alan H. Bordenstein.**

3.1  Restated  Certificate of  Incorporation  of the Company,  dated December 6,
     2000 (incorporated by reference to Exhibit 3(i) of the registrant's  Annual
     Report on Form 10-K for the fiscal year ended December 31, 2000).

3.2  By-laws  of  the  Company  effective  December  6,  2000  (incorporated  by
     reference to Exhibit  3(ii) of the  registrants  Annual Report on Form 10-K
     for the fiscal year ended December 31, 2000).

4.1  Form of Common Stock Certificate of the Company  (incorporated by reference
     to  Exhibit  4 to  Registration  Statement  on  Form  S-4  filed  with  the
     Commission on June 17, 1992 (Registration Statement No. 33-48488).

4.2  Rights Agreement,  dated as of June 5, 1996, between the Company and Harris
     Trust and Savings  Bank,  as rights  agent  (incorporated  by  reference to
     Exhibit 1 to the Company's Current Report on Form 8-K dated July 10, 1996).

4.3  Form of Preferred Share Purchase Right of the Company  (included in Exhibit
     4.2).

5.1  Opinion  of  William  D.  Eggers,   Esq.  as  to  the  legality  of  shares
     registered.**

23.1 Consent of William D. Eggers, Esq. (included in Exhibit 5.1). **

23.2 Consent of PricewaterhouseCoopers LLP.*

23.3 Consent of PricewaterhouseCoopers SpA.*

24.1 Powers of Attorney.**
-----------------------------
*    Filed herewith
**   Previously Filed
</TABLE>

                                      II-7

<PAGE>

                                                                    Exhibit 23.2
                       CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-3 of our report  dated  January 24,  2001,  relating to the
financial statements and financial statement schedule,  which appears in Corning
Incorporated's  Annual Report on Form 10-K for the year ended December 31, 2000.
We also  consent  to the  reference  to us under the  heading  "Experts"  in the
Registration Statement.




PricewaterhouseCoopers  LLP
New York, New York

May 2, 2001


<PAGE>


                                                                    Exhibit 23.3


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-3 of our report dated  November 15, 2000,  appearing in the
Current Report on Form 8-K/A of Corning Incorporated filed on February 23, 2001.




PricewaterhouseCoopers SpA
Milan, Italy

May 2, 2001




</TEXT>
</DOCUMENT>
