Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
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.)
Corning, New York 14831
(Address of principal executive offices) (Zip Code)
______________________
THE CORNING INCORPORATED INVESTMENT PLAN
THE CORNING INCORPORATED INVESTMENT PLAN
FOR UNIONIZED EMPLOYEES
(Full title of plans)
______________________
William C. Ughetta
Senior Vice President
and General Counsel
Corning Incorporated
Corning, NY 14831
(607) 974-9000
(Name, address, and telephone number of agent for service)
_____________________
<TABLE>
CALCULATION OF REGISTRATION FEE
_________________________________________________________________________________________________
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of Securities Amount being offering price aggregate registration
being registered registered per share offering price fee
_________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, par value
$ .50 per share....... 3,000,000 shs.<F1> $46.375 $139,125,000 $42,160
_________________________________________________________________________________________________
<FN>
<F1> Plus such indeterminate number of shares of Common Stock as may be
required in the event of an adjustment as a result of an increase in
the number of issued shares of Common Stock resulting from certain
stock dividends or a reclassification of the Common Stock.
</FN>
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, the
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and
Exchange Commission are incorporated herein by reference:
1. The Corning Incorporated Investment Plan and the
Corning Incorporated Investment Plan for Unionized Employees (the
"Plans") Reports on Form 11-K for the fiscal year ended December
31, 1995, filed pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act").
2. The Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, of Corning Incorporated (the "Company")
filed pursuant to Section 13(a) of the Exchange Act.
3. All other reports filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since
December 31, 1996, consisting of the Company's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 1997 and
the Company's Current Reports on Form 8-K dated January 13, 1997,
January 27, 1997 and April 15, 1997.
4. The registration statement on Form 8-A filed by the
Company on July 11, 1996 which contains a description of the
Company's Preferred Share Purchase Rights Plan.
All documents filed by the Company and the Plans pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective Amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such
documents.
Item 5. Interests of Named Experts and Counsel
The consolidated financial statements of Corning and of Dow
Corning Corporation incorporated in this Registration Statement
by reference to Corning's Annual Report on Form 10-K for the year
ended December 31, 1996 have been so incorporated in reliance on
the reports of Price Waterhouse LLP, independent accountants,
given on the authority of said firm as experts in auditing and
accounting.
Item 6. Indemnification of Directors and Officers
Under the Business Corporation Law of the State of New York
("NYBCL"), a corporation may indemnify its directors and officers
made, or threatened to be made, a party to any action or
proceeding, except for stockholder derivative suits, if such
director or officer acted in good faith, for a purpose which he
or she reasonably believed to be in or, in the case of service to
another corporation or enterprise, not opposed to, the best
interests of the corporation, and, in criminal proceedings, had
no reasonable cause to believe his or her conduct was unlawful.
In the case of stockholder derivative suits, the corporation may
indemnify a director or officer if he or she acted in good faith
for a purpose which he or she reasonably believed to be in or, in
the case of service to another corporation or enterprise, not
opposed to the best interests of the corporation, except that no
indemnification may be made in respect of (i) a threatened
action, or a pending action which is settled or otherwise
disposed of, or (ii) any claim, issue or matter as to which such
person has been adjudged to be liable to the corporation, unless
and only to the extent that the court in which the action was
brought, or, if no action was brought, any court of competent
jurisdiction, determines upon application that, in view of all
the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such portion of the
settlement amount and expenses as the court deems proper.
<PAGE>
Any person who has been successful on the merits or
otherwise in the defense of a civil or criminal action or
proceeding will be entitled to indemnification. Except as
provided in the preceding sentence, unless ordered by a court
pursuant to the NYBCL, any indemnification under the NYBCL
pursuant to the above paragraph may be made only if authorized in
the specific case and after a finding that the director or
officer met the requisite standard of conduct by (i) the
disinterested directors if a quorum is available, (ii) the board
upon the written opinion of independent legal counsel or (iii)
the stockholders.
The indemnification described above under the NYBCL is not
exclusive of other indemnification rights to which a director or
officer may be entitled, whether contained in the certificate of
incorporation or by-laws or when authorized by (i) such
certificate of incorporation or by-laws, (ii) a resolution of
stockholders, (iii) a resolution of directors or (iv) an
agreement providing for such indemnification, provided that no
indemnification may be made to or on behalf of any director or
officer if a judgment or other final adjudication adverse to the
director or officer establishes that his or her acts were
committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so
adjudicated, or that he or she personally gained in fact a
financial profit or other advantage to which he or she was not
legally entitled.
The foregoing statement is qualified in its entirety by
reference to Sections 715, 717 and 721 through 725 of the NYBCL.
Article VIII of the registrant's By-Laws provides that the
registrant 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 registrant to the full extent
permitted by, and consistent with, the NYBCL.
The directors and officers of the registrant are covered by
insurance policies indemnifying them against certain liabilities,
including certain liabilities arising under the Securities Act,
which might be incurred by them in such capacities.
Item 8. Exhibits
(5.1) Internal Revenue Service Determination Letters
(5.2) Opinion of Nixon, Hargrave, Devans & Doyle LLP
(24) Consent of Price Waterhouse LLP.
(25) Powers of Attorney.
Item 9. 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 of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
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 a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement
is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
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 the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
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, 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 the 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 Form S-8 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 29th day of April, 1997.
Corning Incorporated
(Registrant)
by /s/ William C. Ughetta
William C. Ughetta, Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on April 29, 1997 by
the following persons in the capacities indicated:
Signature Capacity
/s/ Roger G. Ackerman Chairman of theBoard,
(Roger G. Ackerman) Principal Executive Officer and
Director
/s/ Van C. Campbell Vice Chairman,
(Van C. Campbell) Principal Financial Officer and
Director
/s/ James B. Flaws Vice President, Controller and
(James B. Flaws) Principal Accounting Officer
* Director
(Robert Barker)
* Director
(John Seely Brown)
* Director
(Lawrence S. Eagleburger)
* Director
(John H. Foster)
Director
(Norman E. Garrity)
* Director
(Gordon Gund)
* Director
(John M. Hennessy)
* Director
(James R. Houghton)
* Director
(James W. Kinnear)
Director
(John W. Loose)
* Director
(James J. O'Connor)
* Director
(Catherine A. Rein)
* Director
(Henry Rosovsky)
* Director
(H. Onno Ruding)
* Director
(William D. Smithburg)
*By /s/ William C. Ughetta
(William C. Ughetta)
Attorney-in-fact
<PAGE>
The Plans
Pursuant to the requirements of the Securities Act of 1933,
the Plans have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Corning, the State of New York, on the
29th day of April, 1997.
Corning Incorporated Investment Plan and
Investment Plan for Unionized Employees
by /s/ Michael W. Donnelly
Michael W. Donnelly
Investment Plan and Investment Plan
for Unionized Employees Committees
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on April 29, 1997 by
the following persons in the capacities indicated:
Signature Capacity
* Plan Committee Member
(Lindsay W. Brown)
* Plan Committee Member
(Michael W. Donnelly)
* Plan Committee Member
(Gary K. Emmick)
* Plan Committee Member
(Kirk P. Gregg)
* Plan Committee Member
(Deborah G. Lauper)
* Plan Committee Member
(E. Marie McKee)
* Plan Committee Member
(Kevyn E. Rigby)
* Plan Committee Member
(Donald W. Stevenson)
*By /s/ Michael W. Donnelly
(Michael W. Donnelly, Attorney-in-fact)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5.1 Internal Revenue Service Determination Letters
5.2 Opinion of Nixon, Hargrave, Devans & Doyle LLP
24 Consent of Price Waterhouse LLP
25 Powers of Attorney
<PAGE>
EXHIBIT 5.1
DEPARTMENT OF TREASURY
INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKLYN, NY 11202
Date: March 11, 1996 Employer Identification Number:
16-0393470
File Folder Number:
163002865
Person to Contact:
LEONARD GALEHOFF
CORNING INCORPORATED Contact Telephone Number:
ONE RIVERFRONT PLAZA (718) 488-2290
CORNING, NY 14831 Plan Name:
CORNING INCORPORATED INVESTMENT
PLAN
Plan Number: 002
Dear Applicant:
We have made a favorable determination on your plan,
identified above, based on the information supplied. Please keep
this letter in your permanent records.
Continued qualification of the plan under its present form
will depend on its effect in operation. (See section 1.401-
1(b)(3) of the Income Tax Regulations.) We will review the
status of the plan in operation periodically.
The enclosed document explains the significance of this
favorable determination letter, points out some features that may
affect the qualified status of your employee retirement plan, and
provides information on the reporting requirements for your plan.
It also describes some events that automatically nullify it. It
is very important that you read the publication.
This letter relates only to the status of your plan under
the Internal Revenue Code. It is not a determination regarding
the effect of other federal or local statutes.
This determination is subject to your adoption of the
proposed amendments submitted in your letter dated 3/31/95. The
proposed amendments should be adopted on or before the date
prescribed by the regulations under Code section 401(b).
This determination letter is also applicable for the
amendment(s) adopted on 12/20/94 & 1/22/96.
This plan satisfies the requirements of Code section
4975(e)(7).
This plan has been mandatorily disaggregated, permissively
aggregated, or restructured to satisfy the nondiscrimination
requirements.
This plan satisfies the minimum coverage requirements on the
basis of the average benefit test in section 410(b)(2) of the
Code.
This plan satisfies the nondiscrimination in amount
requirement of section 1.401(a)(4)-1(b)(2) of the regulations on
the basis of a design-based safe harbor described in the
regulations.
This letter is issued under Rev. Proc 93-39 and considers
the amendments required by the Tax Reform Act of 1986 except as
otherwise specified in this letter.
This plan satisfies the nondiscriminatory current
availability requirements of section 1.401(a)(4)-4(b) of the
regulations with respect to those benefits, rights, and features
that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group
consists of those employees treated as currently benefiting for
purposes of demonstrating that the plan satisfies the minimum
coverage requirements of section 410(b) of the Code.
This plan also satisfies the requirements of section
1.401(a)(4)-4(b) of the regulations with respect to the specific
benefits, rights, or features for which you have provided
information.
This letter may not be relied upon with respect to whether
the plan satisfies the qualification requirements as amended by
the Uruguay Round Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part
of this determination. Please be sure to read and keep it with
this letter.
We have sent a copy of this letter to your representative as
indicated in the power of attorney.
If you have questions concerning this matter, please contact
the person whose name and telephone number are shown above.
Sincerely yours,
/s/HERBERT J. HUFF
Herbert J. Huff
District Director
Enclosures
Publication 794
Addendum
[S]
DEPARTMENT OF TREASURY
INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKLYN, NY 11202
Date: January 22, 1996 Employer Identification Number:
16-0393470
File Folder Number:
163002865
Person to Contact:
LEONARD GALEHOFF
CORNING INCORPORATED Contact Telephone Number:
C/O A JOHN PECK JR (718) 488-2290
ONE RIVERFRONT PLAZA Plan Name:
CORNING, NY 14831 CORNING INCORPORATED INVESTMENT
PLAN FOR UNIONIZED EMPLOYEES
Plan Number: 006
Dear Applicant:
We have made a favorable determination on your plan,
identified above, based on the information supplied. Please keep
this letter in your permanent records.
Continued qualification of the plan under its present form
will depend on its effect in operation. (See section 1.401-
1(b)(3) of the Income Tax Regulations.) We will review the
status of the plan in operation periodically.
The enclosed document explains the significance of this
favorable determination letter, points out some features that may
affect the qualified status of your employee retirement plan, and
provides information on the reporting requirements for your plan.
It also describes some events that automatically nullify it. It
is very important that you read the publication.
This letter relates only to the status of your plan under
the Internal Revenue Code. It is not a determination regarding
the effect of other federal or local statutes.
This determination letter is applicable for the amendment(s)
adopted on December 20, 1994.
This plan satisfies the requirements of Code section
4975(e)(7).
This plan satisfies the minimum coverage and
nondiscrimination requirements of sections 410(b) and 401(a)(4)
of the Code because the plan benefits only collectively bargained
employees or employees treated as collectively bargained
employees.
This letter is issued under Rev. Proc 93-39 and considers
the amendments required by the Tax Reform Act of 1986 except as
otherwise specified in this letter.
This letter may not be relied upon with respect to whether
the plan satisfies the qualification requirements as amended by
the Uruguay Round Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as
indicated in the power of attorney.
If you have questions concerning this matter, please contact
the person whose name and telephone number are shown above.
Sincerely yours,
/s/HERBERT J. HUFF
Herbert J. Huff
District Director
Enclosures
Publication 794
<PAGE>
EXHIBIT 5.2
Nixon, Hargrave, Devans & Doyle LLP
Attorneys and Counselors at Law
Clinton Square
Post Office Box 1051
Rochester, NY 14603-1051
April 29, 1997
Corning Incorporated
MP-HQ-E2
Corning, New York 14831
Dear Sir or Madam:
Corning Incorporated (the "Company") is filing a
registration statement on Form S-8 with the Securities and
Exchange Commission pursuant to the Securities Act of 1933
relating to participation interests in the Corning Incorporated
Investment Plan and the Corning Incorporated Investment Plan for
Unionized Employees (collectively, the "Plans") and Company
common stock issuable pursuant to the Plans. The Internal
Revenue Service has issued determination letters that the Plans
are qualified under Section 401 of the Internal Revenue Code,
which letters we understand will be filed by you as exhibits to
the registration statement. Subsequent to the amendments covered
by those determination letters, the Plans have been further
amended. You have requested our opinion, to be filed as an
exhibit to the registration statement. We have examined copies
of the Plans, as amended, and you have advised us that these
copies are complete and accurate copies of the Plans, as
presently in effect.
Based on the foregoing, it is our opinion that the
provisions of the amendments to written documents constituting
the Plans which have been adopted subsequent to the amendments
covered by the determination letters comply with the requirements
of the Employee Retirement Income Security Act of 1974, as
amended, applicable to such provisions.
We express no opinion as to any matter other than as
expressly set forth above, and no other opinion is intended to be
implied or inferred therefrom. The opinion expressed above is
given as of the date hereof and we disclaim any obligation to
advise you of any change after the date of this opinion
pertaining thereto. The opinion expressed above is solely for
your benefit in connection with the above-referenced registration
<PAGE>
statement and may not be used or relied upon in connection with
any other matter or transaction by any other person or entity.
Very truly yours,
/s/ Nixon, Hargrave, Devans & Doyle LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
January 27, 1997 which appears on Page 22 of the Corning
Incorporated 1996 Annual Report on Form 10-K for the fiscal year
ended December 31, 1996. We also consent to the incorporation by
reference of our report dated January 21, 1997 on the financial
statements of Dow Corning Corporation, which appears on Page 57
of the Corning Incorporated Annual Report on Form 10-K for the
fiscal year ended December 31, 1996. We also consent to the
reference to us under the heading "Interests of Named Experts and
Counsel" in this Registration Statement.
/s/Price Waterhouse LLP
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, NY 10036
April 29, 1997
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, 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 3,000,000 shares of its Common Stock to be offered by
CORNING INCORPORATED in connection with its Investment Plan and
its Investment Plan for Unionized Hourly Employees, 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 of 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 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 5th day of February, 1996.
/s/ James R. Houghton
JAMES R. HOUGHTON
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, 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 3,000,000 shares of its Common Stock to be offered by
CORNING INCORPORATED in connection with its Investment Plan and
its Investment Plan for Unionized Hourly Employees, 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 of 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 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 1st day of February, 1996.
/s/ Roger G. Ackerman
ROGER G. ACKERMAN
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, 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 3,000,000 shares of its Common Stock to be offered by
CORNING INCORPORATED in connection with its Investment Plan and
its Investment Plan for Unionized Hourly Employees, 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 of 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 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 5th day of February, 1996.
/s/ Van C. Campbell
VAN C. CAMPBELL
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, 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 3,000,000 shares of its Common Stock to be offered by
CORNING INCORPORATED in connection with its Investment Plan and
its Investment Plan for Unionized Hourly Employees, 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 of 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 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 7th day of February, 1996.
/s/ Robert Barker
ROBERT BARKER
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, 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 3,000,000 shares of its Common Stock to be offered by
CORNING INCORPORATED in connection with its Investment Plan and
its Investment Plan for Unionized Hourly Employees, 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 of 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 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 1st day of February, 1996.
/s/ Lawrence S. Eagleburger
LAWRENCE S. EAGLEBURGER
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, 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 3,000,000 shares of its Common Stock to be offered by
CORNING INCORPORATED in connection with its Investment Plan and
its Investment Plan for Unionized Hourly Employees, 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 of 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 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 5th day of February, 1996.
/s/ John H. Foster
JOHN H. FOSTER
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, 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 3,000,000 shares of its Common Stock to be offered by
CORNING INCORPORATED in connection with its Investment Plan and
its Investment Plan for Unionized Hourly Employees, 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 of 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 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 6th day of February, 1996.
/s/ Gordon Gund
GORDON GUND
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, 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 3,000,000 shares of its Common Stock to be offered by
CORNING INCORPORATED in connection with its Investment Plan and
its Investment Plan for Unionized Hourly Employees, 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 of 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 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 5th day of February, 1996.
/s/ John M. Hennessy
JOHN M. HENNESSY
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, 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 3,000,000 shares of its Common Stock to be offered by
CORNING INCORPORATED in connection with its Investment Plan and
its Investment Plan for Unionized Hourly Employees, 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 of 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 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 5th day of February, 1996.
/s/ James W. Kinnear
JAMES W. KINNEAR
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, 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 3,000,000 shares of its Common Stock to be offered by
CORNING INCORPORATED in connection with its Investment Plan and
its Investment Plan for Unionized Hourly Employees, 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 of 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 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 1st day of February, 1996.
James J. O'Connor
JAMES J. O'CONNOR
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, 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 3,000,000 shares of its Common Stock to be offered by
CORNING INCORPORATED in connection with its Investment Plan and
its Investment Plan for Unionized Hourly Employees, 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 of 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 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 1st day of February, 1996.
/s/ Catherine A. Rein
CATHERINE A. REIN
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, 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 3,000,000 shares of its Common Stock to be offered by
CORNING INCORPORATED in connection with its Investment Plan and
its Investment Plan for Unionized Hourly Employees, 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 of 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 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 5th day of February, 1996.
/s/ Henry Rosovsky
HENRY ROSOVSKY
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, 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 3,000,000 shares of its Common Stock to be offered by
CORNING INCORPORATED in connection with its Investment Plan and
its Investment Plan for Unionized Hourly Employees, 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 of 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 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 5th day of February, 1996.
/s/ H. Onno Ruding
H. ONNO RUDING
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, 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 3,000,000 shares of its Common Stock to be offered by
CORNING INCORPORATED in connection with its Investment Plan and
its Investment Plan for Unionized Hourly Employees, 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 of 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 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 6th day of February, 1996.
/s/ William D. Smithburg
WILLIAM D. SMITHBURG
<PAGE>
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director
and/or Officer of Corning Incorporated, a New York corporation,
hereby constitutes and appoints Van C. Campbell, Larry Aiello,
Jr. and William C. Ughetta, 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 3,000,000 shares of its Common Stock to be offered by
CORNING INCORPORATED in connection with its Investment Plan and
its Investment Plan for Unionized Hourly Employees, 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 of 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 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 10th day of February, 1996.
/s/ John Seely Brown
JOHN SEELY BROWN
<PAGE>
CORNING INCORPORATED
INVESTMENT PLAN AND
INVESTMENT PLAN FOR UNIONIZED HOURLY EMPLOYEES
________________________
POWER OF ATTORNEY
________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned member
of the Corning Incorporated Investment Plan Committee and the
Corning Incorporated Investment Plan for Unionized Hourly
Employees Committee (the "Committees") responsible for
administering the Corning Incorporated Investment Plan and the
Corning Incorporated Investment Plan for Unionized Hourly
Employees (the "Plans") hereby constitutes and appoints Lindsay
W. Brown and Michael W. Donnelly, or either of them, his true and
lawful attorney-in-fact and agent, 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 attorney-in-fact and agent
may deem necessary or advisable to enable the Plans to comply
with the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, 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 participation interests of employees of Siecor
Corporation, including specifically, but without limiting the
generality of the foregoing, (1) the power or authority to sign
on behalf of the undersigned in his capacity as a Committee
member the Registration Statement to be filed with the Securities
and Registration Commission in respect of said participation
interests, to any and all amendments to the said Registration
Statement, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statement or amendments thereto; and
(2) the power and authority to sign on behalf of the Committee
any and all annual reports on Form 11-K to be filed with the
Securities and Exchange Commission in respect of the Plan and to
any and all amendments to the said annual reports on Form 11-K,
HEREBY RATIFYING AND CONFIRMING all that said attorney-in-fact
and agent, or either of them, shall do or cause be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 25th day of March, 1997.
/s/ Lindsay W. Brown
LINDSAY W. BROWN
<PAGE>
CORNING INCORPORATED
INVESTMENT PLAN AND
INVESTMENT PLAN FOR UNIONIZED HOURLY EMPLOYEES
________________________
POWER OF ATTORNEY
________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned member
of the Corning Incorporated Investment Plan Committee and the
Corning Incorporated Investment Plan for Unionized Hourly
Employees Committee (the "Committees") responsible for
administering the Corning Incorporated Investment Plan and the
Corning Incorporated Investment Plan for Unionized Hourly
Employees (the "Plans") hereby constitutes and appoints Lindsay
W. Brown and Michael W. Donnelly, or either of them, his true and
lawful attorney-in-fact and agent, 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 attorney-in-fact and agent
may deem necessary or advisable to enable the Plans to comply
with the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, 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 participation interests of employees of Siecor
Corporation, including specifically, but without limiting the
generality of the foregoing, (1) the power or authority to sign
on behalf of the undersigned in his capacity as a Committee
member the Registration Statement to be filed with the Securities
and Registration Commission in respect of said participation
interests, to any and all amendments to the said Registration
Statement, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statement or amendments thereto; and
(2) the power and authority to sign on behalf of the Committee
any and all annual reports on Form 11-K to be filed with the
Securities and Exchange Commission in respect of the Plan and to
any and all amendments to the said annual reports on Form 11-K,
HEREBY RATIFYING AND CONFIRMING all that said attorney-in-fact
and agent, or either of them, shall do or cause be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 25th day of March, 1997.
/s/ Michael W. Donnelly
MICHAEL W. DONNELLY
<PAGE>
CORNING INCORPORATED
INVESTMENT PLAN AND
INVESTMENT PLAN FOR UNIONIZED HOURLY EMPLOYEES
________________________
POWER OF ATTORNEY
________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned member
of the Corning Incorporated Investment Plan Committee and the
Corning Incorporated Investment Plan for Unionized Hourly
Employees Committee (the "Committees") responsible for
administering the Corning Incorporated Investment Plan and the
Corning Incorporated Investment Plan for Unionized Hourly
Employees (the "Plans") hereby constitutes and appoints Lindsay
W. Brown and Michael W. Donnelly, or either of them, his true and
lawful attorney-in-fact and agent, 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 attorney-in-fact and agent
may deem necessary or advisable to enable the Plans to comply
with the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, 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 participation interests of employees of Siecor
Corporation, including specifically, but without limiting the
generality of the foregoing, (1) the power or authority to sign
on behalf of the undersigned in his capacity as a Committee
member the Registration Statement to be filed with the Securities
and Registration Commission in respect of said participation
interests, to any and all amendments to the said Registration
Statement, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statement or amendments thereto; and
(2) the power and authority to sign on behalf of the Committee
any and all annual reports on Form 11-K to be filed with the
Securities and Exchange Commission in respect of the Plan and to
any and all amendments to the said annual reports on Form 11-K,
HEREBY RATIFYING AND CONFIRMING all that said attorney-in-fact
and agent, or either of them, shall do or cause be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 28th day of March, 1997.
/s/ Gary K. Emmick
GARY K. EMMICK
<PAGE>
CORNING INCORPORATED
INVESTMENT PLAN AND
INVESTMENT PLAN FOR UNIONIZED HOURLY EMPLOYEES
________________________
POWER OF ATTORNEY
________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned member
of the Corning Incorporated Investment Plan Committee and the
Corning Incorporated Investment Plan for Unionized Hourly
Employees Committee (the "Committees") responsible for
administering the Corning Incorporated Investment Plan and the
Corning Incorporated Investment Plan for Unionized Hourly
Employees (the "Plans") hereby constitutes and appoints Lindsay
W. Brown and Michael W. Donnelly, or either of them, his true and
lawful attorney-in-fact and agent, 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 attorney-in-fact and agent
may deem necessary or advisable to enable the Plans to comply
with the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, 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 participation interests of employees of Siecor
Corporation, including specifically, but without limiting the
generality of the foregoing, (1) the power or authority to sign
on behalf of the undersigned in his capacity as a Committee
member the Registration Statement to be filed with the Securities
and Registration Commission in respect of said participation
interests, to any and all amendments to the said Registration
Statement, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statement or amendments thereto; and
(2) the power and authority to sign on behalf of the Committee
any and all annual reports on Form 11-K to be filed with the
Securities and Exchange Commission in respect of the Plan and to
any and all amendments to the said annual reports on Form 11-K,
HEREBY RATIFYING AND CONFIRMING all that said attorney-in-fact
and agent, or either of them, shall do or cause be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 27th day of March, 1997.
/s/ Kirk P. Gregg
KIRK P. GREGG
<PAGE>
CORNING INCORPORATED
INVESTMENT PLAN AND
INVESTMENT PLAN FOR UNIONIZED HOURLY EMPLOYEES
________________________
POWER OF ATTORNEY
________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned member
of the Corning Incorporated Investment Plan Committee and the
Corning Incorporated Investment Plan for Unionized Hourly
Employees Committee (the "Committees") responsible for
administering the Corning Incorporated Investment Plan and the
Corning Incorporated Investment Plan for Unionized Hourly
Employees (the "Plans") hereby constitutes and appoints Lindsay
W. Brown and Michael W. Donnelly, or either of them, his true and
lawful attorney-in-fact and agent, 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 attorney-in-fact and agent
may deem necessary or advisable to enable the Plans to comply
with the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, 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 participation interests of employees of Siecor
Corporation, including specifically, but without limiting the
generality of the foregoing, (1) the power or authority to sign
on behalf of the undersigned in his capacity as a Committee
member the Registration Statement to be filed with the Securities
and Registration Commission in respect of said participation
interests, to any and all amendments to the said Registration
Statement, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statement or amendments thereto; and
(2) the power and authority to sign on behalf of the Committee
any and all annual reports on Form 11-K to be filed with the
Securities and Exchange Commission in respect of the Plan and to
any and all amendments to the said annual reports on Form 11-K,
HEREBY RATIFYING AND CONFIRMING all that said attorney-in-fact
and agent, or either of them, shall do or cause be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 26th day of March, 1997.
/s/ Deborah G. Lauper
DEBORAH G. LAUPER
<PAGE>
CORNING INCORPORATED
INVESTMENT PLAN AND
INVESTMENT PLAN FOR UNIONIZED HOURLY EMPLOYEES
________________________
POWER OF ATTORNEY
________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned member
of the Corning Incorporated Investment Plan Committee and the
Corning Incorporated Investment Plan for Unionized Hourly
Employees Committee (the "Committees") responsible for
administering the Corning Incorporated Investment Plan and the
Corning Incorporated Investment Plan for Unionized Hourly
Employees (the "Plans") hereby constitutes and appoints Lindsay
W. Brown and Michael W. Donnelly, or either of them, his true and
lawful attorney-in-fact and agent, 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 attorney-in-fact and agent
may deem necessary or advisable to enable the Plans to comply
with the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, 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 participation interests of employees of Siecor
Corporation, including specifically, but without limiting the
generality of the foregoing, (1) the power or authority to sign
on behalf of the undersigned in his capacity as a Committee
member the Registration Statement to be filed with the Securities
and Registration Commission in respect of said participation
interests, to any and all amendments to the said Registration
Statement, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statement or amendments thereto; and
(2) the power and authority to sign on behalf of the Committee
any and all annual reports on Form 11-K to be filed with the
Securities and Exchange Commission in respect of the Plan and to
any and all amendments to the said annual reports on Form 11-K,
HEREBY RATIFYING AND CONFIRMING all that said attorney-in-fact
and agent, or either of them, shall do or cause be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 27th day of March, 1997.
/s/ E. Marie McKee______
E. MARIE MCKEE
CORNING INCORPORATED
INVESTMENT PLAN AND
INVESTMENT PLAN FOR UNIONIZED HOURLY EMPLOYEES
________________________
POWER OF ATTORNEY
________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned member
of the Corning Incorporated Investment Plan Committee and the
Corning Incorporated Investment Plan for Unionized Hourly
Employees Committee (the "Committees") responsible for
administering the Corning Incorporated Investment Plan and the
Corning Incorporated Investment Plan for Unionized Hourly
Employees (the "Plans") hereby constitutes and appoints Lindsay
W. Brown and Michael W. Donnelly, or either of them, his true and
lawful attorney-in-fact and agent, 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 attorney-in-fact and agent
may deem necessary or advisable to enable the Plans to comply
with the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, 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 participation interests of employees of Siecor
Corporation, including specifically, but without limiting the
generality of the foregoing, (1) the power or authority to sign
on behalf of the undersigned in his capacity as a Committee
member the Registration Statement to be filed with the Securities
and Registration Commission in respect of said participation
interests, to any and all amendments to the said Registration
Statement, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statement or amendments thereto; and
(2) the power and authority to sign on behalf of the Committee
any and all annual reports on Form 11-K to be filed with the
Securities and Exchange Commission in respect of the Plan and to
any and all amendments to the said annual reports on Form 11-K,
HEREBY RATIFYING AND CONFIRMING all that said attorney-in-fact
and agent, or either of them, shall do or cause be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 25th day of March, 1997.
/s/ Kevyn E. Rigby
KEVYN E. RIGBY
<PAGE>
CORNING INCORPORATED
INVESTMENT PLAN AND
INVESTMENT PLAN FOR UNIONIZED HOURLY EMPLOYEES
________________________
POWER OF ATTORNEY
________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned member
of the Corning Incorporated Investment Plan Committee and the
Corning Incorporated Investment Plan for Unionized Hourly
Employees Committee (the "Committees") responsible for
administering the Corning Incorporated Investment Plan and the
Corning Incorporated Investment Plan for Unionized Hourly
Employees (the "Plans") hereby constitutes and appoints Lindsay
W. Brown and Michael W. Donnelly, or either of them, his true and
lawful attorney-in-fact and agent, 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 attorney-in-fact and agent
may deem necessary or advisable to enable the Plans to comply
with the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, 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 participation interests of employees of Siecor
Corporation, including specifically, but without limiting the
generality of the foregoing, (1) the power or authority to sign
on behalf of the undersigned in his capacity as a Committee
member the Registration Statement to be filed with the Securities
and Registration Commission in respect of said participation
interests, to any and all amendments to the said Registration
Statement, including Post-Effective Amendments, and to any and
all instruments and documents filed as a part of or in connection
with the said Registration Statement or amendments thereto; and
(2) the power and authority to sign on behalf of the Committee
any and all annual reports on Form 11-K to be filed with the
Securities and Exchange Commission in respect of the Plan and to
any and all amendments to the said annual reports on Form 11-K,
HEREBY RATIFYING AND CONFIRMING all that said attorney-in-fact
and agent, or either of them, shall do or cause be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 31st day of March, 1997.
/s/ Donald W. Stevenson
DONALD W. STEVENSON
