UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________________________________________________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)
CORNING INCORPORATED
(Name of Issuer)
Common Shares, Par Value $.50 Per Share
(Title of Class of Securities)
219350-10-5
(CUSIP Number)
William C. Ughetta, Esq.
Corning Incorporated
One Riverfront Plaza
Corning, NY 14831
Telephone: (607) 974-8247
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Check the following box if a fee is being paid with this
statement __.
Item 1
(a) Name of Issuer:
Corning Incorporated
(b) Address of Issuer's Principal Executive Offices:
One Riverfront Plaza, Corning, New York 14831
Item 2
(a) Name of Person Filing:
The Investment Plan and the Investment Plan for
Unionized Hourly Employees of Corning Incorporated and
certain affiliated companies (the "Plans")
(b) Address of Principal Business Office:
One Riverfront Plaza, Corning, New York 14831
(c) Citizenship:
Not applicable
(d) Title of Class of Securities:
Common Shares, par value $.50 per share
(e) CUSIP Number:
219350 10 5
Item 3
(a) The Plans are defined contribution plans which are
subject to the provisions of the Employee Retirement
Income Security Act of 1974
Item 4 Ownership
(a) Amount Beneficially Owned:
The equivalent of 11,046,183 Common shares at
December 31, 1996, being 10,160,031 shares of Common
Stock and 221,538 shares of Series B 8% Convertible
Preferred Stock. Each share of Common Stock is
entitled to one vote and each share of Preferred Stock
is entitled to four votes.
b) Percent of Class:
4.46% - Common
100% - Series B Preferred
4.83% - Overall Voting Percent
c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote:
None
(ii) shared power to vote or to direct the vote:
None
(iii) sole power to dispose or to direct the
disposition of:
None
(iv) shared power to dispose or to direct the
disposition of:
None
Under the provisions of the Plans and the related trust
agreement, the power to vote the Common and Series B
Preferred shares and the power to respond to tender
offers or other offers to sell such shares is passed
through to the participants in the Plans.
Only the Trustee of the Plans may be the record owner
of the Series B Preferred shares. Each share of Series
B Preferred Stock, $100 par value, is convertible into
4.79 Common shares at a conversion price of $25 per
share. Holders of the Series B Preferred shares are
entitled to vote on all matters submitted to holders of
Common stock, each share of Series B having four votes.
Item 5 Ownership of Five Percent or Less of a Class
The Investment Plans owned 5.06% of the voting interest
of the Common Stock at December 31, 1995. The voting
percentage at December 31, 1996 was less than 5%.
Item 6 Ownership of More Than Five Percent on Behalf of
Another Person
The Plans hold these securities on behalf of the
employees who are participants in the Plans. Dividends
are reinvested and are not currently distributed to
participants. Common dividends are reinvested in
Common shares. Preferred dividends are reinvested in
fixed income instruments. Beneficiaries of the Plans
have the right to receive securities and/or proceeds
from the sale of the securities allocated to their
respective accounts in the manner and at the time
specified in the Plans. No individual beneficiary's
account under the Plans has been allocated more than
five percent of the issuer's outstanding Common shares.
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company
Not applicable
Item 8 Identification and Classification of Members of the
Group
Not applicable
Item 9 Notice of Dissolution of Group
Not applicable
Item 10 Certification
By signing below the undersigned certifies that, to the
best of its knowledge and belief, the securities
referred to below were acquired in the ordinary course
of business and were not acquired for the purpose of
and do not have the effect of changing or influencing
the control of the issuer of such securities and were
not acquired in connection with or as a participant in
any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certifies
that the information set forth in this statement is true,
complete and correct.
CORNING INCORPORATED, on behalf of
its Investment Plan and Investment
Plan for Unionized Hourly Employees
Date: February 11, 1997 By: _____________________________
Name: A. John Peck, Jr.
Title: Secretary
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