<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>marlins-3.txt
<DESCRIPTION>MARLIN S-3
<TEXT>

As filed with the Securities and Exchange Commission on June 13, 2001

                                            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 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. [ ]

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------
<S>                            <C>            <C>                 <C>                  <C>
                                              Proposed            Proposed
Title of Each                                 Maximum             Maximum              Amount of
Class of Securities            Amount to      Offering Price      Aggregate            Registration
to be Registered               be Registered  Per Share (1)       Offering Price(1)    Fee
------------------------------------------------------------------------------------------------------
Common Stock ($.50 par value)  2,039,048 (2)  $ 17.89             $ 36,478,569         $ 9,120
------------------------------------------------------------------------------------------------------

</TABLE>

(1)  Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
     registration fee based upon the average of the high and low sales prices of
     the  Registrant's  Common Stock on the New York Stock  Exchange on June 12,
     2001.

(2)  Pursuant to Rule 416(a) of the  Securities  Act of 1933,  as amended,  this
     includes such indeterminate  number of shares as may be issued by reason of
     any stock split, stock dividend,  recapitalization  on similar  transaction
     effected without the receipt of consideration  which results in an increase
     in the number of outstanding shares of the Registrant's Common Stock.

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

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, as amended,  or until the  Registration  Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a),                               may                               determine.
------------------------------------------------------------------------------


<PAGE>


5 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.


PROSPECTUS        (Subject to Completion dated June 13, 2001)

                              Corning Incorporated

                        2,039,048 Shares of Common Stock
                                ($.50 par value)

     On June 11, 2001, we entered into a Stock Purchase Agreement with Lightwave
Microsystems  pursuant  to which we have  agreed  to issue  2,039,048  shares of
Corning common stock. Through this investment,  we have acquired 4,000000 issued
and outstanding shares of capital stock of Lightwave Microsystems. In connection
with this  investment,  we agreed to  register  all of the  shares of our common
stock to be issued to Lightwave  Microsystems  pursuant to this  prospectus.  We
will not receive any of the  proceeds  from the sale of the shares by  Lightwave
Microsystems.

     Our common stock is listed on the New York Stock  Exchange under the symbol
"GLW." On June 12, 2001 the closing  price of our common  stock,  as reported on
the New York Stock Exchange, was $ 18.08 per share.

     Lightwave  Microsystems,  who we shall refer to as the selling shareholder,
or its 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.

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

Investing in our common stock  involves  risk.  See the section  entitled  "Risk
Factors" in the documents we file with the  Securities  and Exchange  Commission
that are  incorporated  by reference in this  prospectus  for certain  risks and
uncertainties that you should consider.

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>
<CAPTION>
                                TABLE OF CONTENTS

                                                                          Page
                                                                          -----
<S>                                                                        <C>
Forward-Looking Statements.................................................2
About Corning Incorporated.................................................2
Selling Shareholder........................................................3
Plan of Distribution  .....................................................3
Description of Corning Capital Stock.......................................4
Legal Matters..............................................................6
Experts ...................................................................6
Where You Can Find More Information .......................................7

</TABLE>

                           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 Securities and Exchange  Commission (the  "Commission")
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:

        o         Telecommunications;
        o         Advanced Materials; and
        o         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.


<PAGE>


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


                               SELLING SHAREHOLDER

     Pursuant to the terms of the Stock  Purchase  Agreement,  we have agreed to
register  2,039,048  shares of Corning  common  stock for resale by the  selling
shareholder.  On the closing date of the  transaction  contemplated by the Stock
Purchase Agreement,  the selling shareholder's  beneficial ownership interest in
shares of Corning  common stock will be as  indicated  in the table  below.  The
selling  shareholder does not currently own nor will own, upon completion of the
transaction, more than 1% of Corning's outstanding common stock.

<TABLE>
<CAPTION>


               NAME                      NUMBER OF SHARES       MAXIMUM NUMBER OF SHARES        NUMBER OF SHARES
                                        BENEFICIALLY OWNED       TO BE SOLD PURSUANT TO     BENEFICIALLY OWNED AFTER
                                      PRIOR TO THE OFFERING          THIS PROSPECTUS            THE OFFERING (1)
------------------------------------ ------------------------- ---------------------------- --------------------------
<S>                                     <C>                         <C>                             <C>
Lightwave Microsystems Corporation      2,039,048                   2,039,048                       0

</TABLE>


(1)  Assumes the sale of all the shares of Corning  common stock offered by this
     prospectus.

                              PLAN OF DISTRIBUTION

     The shares covered by this  prospectus may be offered and sold from time to
time by the selling shareholder.  The selling shareholder will act independently
of Corning in making  decisions  with respect to the timing,  manner and size of
each sale. The selling  shareholder  may sell the shares being offered hereby on
the New York  Stock  Exchange,  or  otherwise,  at prices  and under  terms then
prevailing or at prices  related to the then current  market  price,  at varying
prices or at negotiated  prices.  The shares offered hereby may be sold, without
limitation,  by one or more of the following means of distribution:  (a) a block
trade in which the  broker-dealer so engaged will attempt to sell such shares as
agent,  but may  position  and  resell a portion  of the block as  principal  to
facilitate the  transaction;  (b) purchases by a broker-dealer  as principal and
resale by such  broker-dealer  for its own account  pursuant to this prospectus;
(c)  ordinary  brokerage  transactions  and  transactions  in which  the  broker
solicits purchasers; and (d) in privately negotiated transactions. To the extent
required,  this prospectus may be amended and supplemented  from time to time to
describe a specific plan of distribution.

     In connection with distributions of the shares offered hereby or otherwise,
the selling shareholder may enter into hedging  transactions with broker-dealers
or  other  financial   institutions.   In  connection  with  such  transactions,
broker-dealers  or other  financial  institutions  may engage in short  sales of
Corning's  common stock in the course of hedging the positions  they assume with
the selling shareholder.  The selling shareholder may also sell Corning's common
stock short and deliver the shares offered hereby to close out


<PAGE>

such short  positions.  The  selling  shareholder  may also enter into option or
other  transactions with  broker-dealers or other financial  institutions  which
require the delivery to such  broker-dealer  or other  financial  institution of
shares  offered  hereby,  which  shares such  broker-dealer  or other  financial
institution may resell  pursuant to this prospectus (as  supplemented or amended
to reflect such transaction). The selling shareholder may also pledge the shares
offered hereby to a broker-dealer  or other financial  institution,  and, upon a
default, such broker-dealer or other financial institution,  may effect sales of
the pledged shares  pursuant to this  prospectus (as  supplemented or amended to
reflect such transaction).

     Any  broker-dealer  participating in such transactions as agent may receive
commissions from the selling shareholder and/or purchasers of the shares offered
hereby (and,  if it acts as agent for the  purchaser  of such shares,  from such
purchaser).  Usual and  customary  brokerage  fees  will be paid by the  selling
shareholder.  Broker-dealers  may agree with the selling  shareholder  to sell a
specified number of shares at a stipulated  price per share,  and, to the extent
such a  broker-dealer  is  unable  to do so  acting  as  agent  for the  selling
shareholder, to purchase as principal any unsold shares at the price required to
fulfill the broker-dealer commitment to the selling shareholder.  Broker-dealers
who acquire shares as principal may  thereafter  resell such shares from time to
time in transactions  (which may involve cross and block  transactions and which
may involve sales to and through other broker-dealers, including transactions of
the  nature  described  above) in the  over-the-counter  market,  in  negotiated
transactions or otherwise at market prices  prevailing at the time of sale or at
negotiated  prices,  and in connection with such resales,  may pay to or receive
from the purchasers of such shares commissions computed as described above.

     To comply with the securities  laws of certain states,  if applicable,  the
shares offered hereby will be sold in such jurisdictions only through registered
or  licensed  brokers or  dealers.  In  addition,  in certain  states the shares
offered hereby may not be sold unless they have been registered or qualified for
sale  in  the  applicable  state  or  an  exemption  from  the  registration  or
qualification requirement is available and is complied with.

     The selling  shareholder  may also transfer shares owned by it by gift, and
upon  any such  transfer  the  donee  would  have the same  right of sale as the
selling  shareholder.  At the time a  particular  offer of  shares  is made,  if
required,  a prospectus  supplement will be distributed  that will set forth the
number of shares being offered and the terms of the offering, including the name
of any underwriter, dealer or agent, the purchase price paid by any underwriter,
any discount, commission and other item constituting compensation, any discount,
commission  or  concession  allowed or reallowed or paid to any dealer,  and the
proposed selling price to the public.


                      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


<PAGE>


for each share on all matters  submitted  to a vote of  shareholders  and do not
have cumulative  voting rights.  Corning's 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 Corning's board of directors is subject to
the  current  and  prospective   earnings,   financial   condition  and  capital
requirements  of Corning and any other factors that Corning's 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.

     Corning's 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 Corning's 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


<PAGE>


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, Corning's 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  in this
prospectus  by reference to  Corning's  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  Commission.  The  reports,  proxy  statements  and  other
information  filed by Corning with the Commission  can be viewed  electronically
through the  Commission's  Electronic  Data  Gathering,  Analysis and  Retrieval
(EDGAR)   system.   The   Commission   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
Commission.  Copies  can  be  inspected  and  copied  at  the  public  reference
facilities  maintained by the Commission at Room 1024,  450 Fifth Street,  N.W.,
Washington,  D.C. 20549, and at the  Commission'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
Commission  at 450 Fifth  Street,  N.W.,  Washington,  D.C.  20549.  Information
regarding the Public Reference Room may be obtained by calling the Commission 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 Commission a registration  statement on Form S-3
under the  Securities  Act with  respect to the shares of Corning  common  stock
issued in  connection  with its  investment  in the  selling  shareholder.  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  Commission.  For further  information  with respect to
Corning and the Corning  common  stock,  reference  is made to the  registration
statement (including its exhibits).

     The Commission  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  Commission.
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  Commission.  These  documents  contain
important information about Corning and its finances.


<TABLE>
<CAPTION>

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

<S>                                            <C>
Quarterly Report on Form 10-Q..................Quarter ended March 31, 2001

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

<PAGE>

                                               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

</TABLE>

         All documents and reports subsequently filed by Corning pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act 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.

<TABLE>
<CAPTION>

<S>                                                                  <C>
Registration Fee ................................................... $  9,120
Legal Fees.......................................................... $  8,000
Fees and expenses of accountants.................................... $  5,000
Printing Fees....................................................... $  5,000
Miscellaneous....................................................... $  5,000
                                                                      -------
Total............................................................... $ 27,120
                                                                      =======

</TABLE>


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.

<PAGE>


Item 16.  Exhibits.

<TABLE>
<CAPTION>

                                    EXHIBITS


Exhibit
Number            Description
--------          -----------
<S>            <C>
3.1            Restated  Certificate  of  Incorporation  of the  Company,  dated
               December 6, 2000  (incorporated  by  reference to Exhibit 3(i) of
               the  Company'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  Company's  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 of the Company's 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 of 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

</TABLE>


<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.

<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.


<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  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 13th day of June, 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
Registration  Statement  has been signed below on June 13, 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)

<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)





<PAGE>



                                  Exhibit Index

Exhibit                                                                  Page
Number         Description                                               Number
-------        -----------                                               ------

3.1            Restated  Certificate  of  Incorporation  of the  Company,  dated
               December  6, 2000  reference  to  Exhibit  3(i) of the  Company'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  Company's  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 of the Company's 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 of 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


<PAGE>


                                                               Exhibit 5.1


June 13, 2001

To the Board of Directors of
Corning Incorporated

Ladies and Gentlemen:

     I am Senior Vice President and General Counsel of Corning  Incorporated,  a
New York  corporation  ("Corning"),  and am familiar  with the  preparation  and
filing of a Registration  Statement on Form S-3 (the  "Registration  Statement")
under the Securities Act of 1933, as amended,  with respect to 2,039,048  shares
of Corning Common Stock,  par value $.50 per share, to be issued in June 2001 to
Lightwave Microsystems Corporation, a Delaware corporation,  pursuant to a Stock
Purchase  Agreement (the "Agreement")  dated as of June 11, 2001, by and between
Lightwave Microsystems Corporation and Corning.

     In this connection,  I have examined the originals,  or copies certified to
my satisfaction,  of such corporate  records of Corning,  certificates of public
officials and officers of Corning,  and other documents as I deemed pertinent as
a basis for the opinions hereinafter expressed.

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

          1.   Corning is a corporation  duly  incorporated and validly existing
               under the laws of the State of New York;

          2.   The  execution and delivery on behalf of Corning of the Agreement
               has been duly authorized by all proper  corporate  proceedings of
               Corning and the Agreement  constitutes a legal, valid and binding
               instrument of Corning; and

          3.   The  shares of  Corning  common  stock,  when  issued by  Corning
               pursuant to the terms of the Agreement,  will be legally  issued,
               fully paid and non-assessable.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration  Statement  and  further  consent  to the use of my name  under the
caption "Legal Matters" in the Registration Statement.

                                                      Very truly yours,

                                                      /s/  WILLIAM D. EGGERS

<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 such
Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP

PRICEWATERHOUSECOOPERS LLP
New York, New York
June 13, 2001



<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  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
June 13, 2001



<PAGE>

                                                                 Exhibit 24.1


                              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
Katherine A. Asbeck,  William D. Eggers and James B. Flaws,  or any one 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 up to 2,500,000 shares of
its Common Stock in connection with the  acquisition by Corning  Incorporated of
shares  of  capital  stock  of  Lightwave  Microsystems  Corporation,  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 said  shares of Common
Stock, to any and all amendments to the said Registration Statements,  including
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 8th
day of June, 2001.



                                              /s/  ROGER G. ACKERMAN
                                              ---------------------------------
                                             Roger G. Ackerman


<PAGE>


                                                                 EXHIBIT 24.1


                              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
Katherine A. Asbeck,  William D. Eggers and James B. Flaws,  or any one 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 up to 2,500,000 shares of
its Common Stock in connection with the  acquisition by Corning  Incorporated of
shares  of  capital  stock  of  Lightwave  Microsystems  Corporation,  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 said  shares of Common
Stock, to any and all amendments to the said Registration Statements,  including
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 8th
day of June, 2001.



                                                    /s/   JOHN SEELY BROWN
                                                    ---------------------------
                                                    John Seely Brown


<PAGE>
                                                                EXHIBIT 24.1

                              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
Katherine A. Asbeck,  William D. Eggers and James B. Flaws,  or any one 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 up to 2,500,000 shares of
its Common Stock in connection with the  acquisition by Corning  Incorporated of
shares  of  capital  stock  of  Lightwave  Microsystems  Corporation,  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 said  shares of Common
Stock, to any and all amendments to the said Registration Statements,  including
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 8th
day of June, 2001.



                                               /s/   JAMES B. FLAWS
                                               -------------------------------
                                               James B. Flaws


<PAGE>

                                                               EXHIBIT 24.1

                              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
Katherine A. Asbeck,  William D. Eggers and James B. Flaws,  or any one 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 up to 2,500,000 shares of
its Common Stock in connection with the  acquisition by Corning  Incorporated of
shares  of  capital  stock  of  Lightwave  Microsystems  Corporation,  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 said  shares of Common
Stock, to any and all amendments to the said Registration Statements,  including
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 8th
day of June, 2001.



                                                 /s/  JOHN H. FOSTER
                                                 -----------------------------
                                                 John H. Foster


<PAGE>


                                                                EXHIBIT 24.1


                              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
Katherine A. Asbeck,  William D. Eggers and James B. Flaws,  or any one 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 up to 2,500,000 shares of
its Common Stock in connection with the  acquisition by Corning  Incorporated of
shares  of  capital  stock  of  Lightwave  Microsystems  Corporation,  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 said  shares of Common
Stock, to any and all amendments to the said Registration Statements,  including
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 ___
day of June, 2001.


                                                    /S/  GORDON GUND
                                                    ------------------------
                                                    Gordon Gund


<PAGE>


                                                            EXHIBIT 24.1

                              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
Katherine A. Asbeck,  William D. Eggers and James B. Flaws,  or any one 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 up to 2,500,000 shares of
its Common Stock in connection with the  acquisition by Corning  Incorporated of
shares  of  capital  stock  of  Lightwave  Microsystems  Corporation,  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 said  shares of Common
Stock, to any and all amendments to the said Registration Statements,  including
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 8th
day of June, 2001.



                                                /s/    JOHN M. HENNESSY
                                                ---------------------------
                                                John M. Hennessy


<PAGE>

                                                                EXHIBIT 24.1

                              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
Katherine A. Asbeck,  William D. Eggers and James B. Flaws,  or any one 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 up to 2,500,000 shares of
its Common Stock in connection with the  acquisition by Corning  Incorporated of
shares  of  capital  stock  of  Lightwave  Microsystems  Corporation,  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 said  shares of Common
Stock, to any and all amendments to the said Registration Statements,  including
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 8th
day of June, 2001.



                                                /s/   JAMES R. HOUGHTON
                                                ------------------------------
                                                James R. Houghton


<PAGE>


                                                                EXHIBIT 24.1

                              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
Katherine A. Asbeck,  William D. Eggers and James B. Flaws,  or any one 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 up to 2,500,000 shares of
its Common Stock in connection with the  acquisition by Corning  Incorporated of
shares  of  capital  stock  of  Lightwave  Microsystems  Corporation,  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 said  shares of Common
Stock, to any and all amendments to the said Registration Statements,  including
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 8th
day of June, 2001.



                                              /s/   JOHN W. LOOSE
                                             ---------------------------------
                                             John W. Loose


<PAGE>


                                                               EXHIBIT 24.1

                              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
Katherine A. Asbeck,  William D. Eggers and James B. Flaws,  or any one 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 up to 2,500,000 shares of
its Common Stock in connection with the  acquisition by Corning  Incorporated of
shares  of  capital  stock  of  Lightwave  Microsystems  Corporation,  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 said  shares of Common
Stock, to any and all amendments to the said Registration Statements,  including
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 8th
day of June, 2001.



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


<PAGE>


                                                                 EXHIBIT 24.1

                              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
Katherine A. Asbeck,  William D. Eggers and James B. Flaws,  or any one 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 up to 2,500,000 shares of
its Common Stock in connection with the  acquisition by Corning  Incorporated of
shares  of  capital  stock  of  Lightwave  Microsystems  Corporation,  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 said  shares of Common
Stock, to any and all amendments to the said Registration Statements,  including
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
8th day of June, 2001.



                                             /s/  CATHERINE A. REIN
                                             ----------------------------------
                                             Catherine A. Rein


<PAGE>


                                                              EXHIBIT 24.1

                              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
Katherine A. Asbeck,  William D. Eggers and James B. Flaws,  or any one 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 up to 2,500,000 shares of
its Common Stock in connection with the  acquisition by Corning  Incorporated of
shares  of  capital  stock  of  Lightwave  Microsystems  Corporation,  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 said  shares of Common
Stock, to any and all amendments to the said Registration Statements,  including
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 8th
day of June, 2001.



                                           /s/   DEBORAH D. RIEMAN
                                           -----------------------------------
                                           Deborah D. Rieman


<PAGE>


                                                                EXHIBIT 24.1

                              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
Katherine A. Asbeck,  William D. Eggers and James B. Flaws,  or any one 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 up to 2,500,000 shares of
its Common Stock in connection with the  acquisition by Corning  Incorporated of
shares  of  capital  stock  of  Lightwave  Microsystems  Corporation,  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 said  shares of Common
Stock, to any and all amendments to the said Registration Statements,  including
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 8th
day of June, 2001.



                                            /s/  H. ONNO RUDING
                                           ------------------------
                                           H. Onno Ruding


<PAGE>


                                                                 EXHIBIT 24.1

                              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
Katherine A. Asbeck,  William D. Eggers and James B. Flaws,  or any one 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 up to 2,500,000 shares of
its Common Stock in connection with the  acquisition by Corning  Incorporated of
shares  of  capital  stock  of  Lightwave  Microsystems  Corporation,  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 said  shares of Common
Stock, to any and all amendments to the said Registration Statements,  including
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 8th
day of June, 2001.



                                          /s/  WILLIAM D. SMITHBURG
                                         -----------------------------------
                                         William D. Smithburg


<PAGE>


                                                                EXHIBIT 24.1

                              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
Katherine A. Asbeck,  William D. Eggers and James B. Flaws,  or any one 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 up to 2,500,000 shares of
its Common Stock in connection with the  acquisition by Corning  Incorporated of
shares  of  capital  stock  of  Lightwave  Microsystems  Corporation,  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 said  shares of Common
Stock, to any and all amendments to the said Registration Statements,  including
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 8th
day of June, 2001.



                                           /s/   PETER F. VOLANAKIS
                                           -----------------------------------
                                           Peter F. Volanakis


<PAGE>


                                                               EXHIBIT 24.1

                              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
Katherine A. Asbeck,  William D. Eggers and James B. Flaws,  or any one 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 up to 2,500,000 shares of
its Common Stock in connection with the  acquisition by Corning  Incorporated of
shares  of  capital  stock  of  Lightwave  Microsystems  Corporation,  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 said  shares of Common
Stock, to any and all amendments to the said Registration Statements,  including
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 8th
day of June, 2001.



                                             /s/   WENDELL P. WEEKS
                                             ----------------------------------
                                             Wendell P. Weeks


</TEXT>
</DOCUMENT>
