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)
______________________
SIECOR INVESTMENT PLAN
(Full title of plan)
______________________
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
_________________________________________________________________________________________
<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum Amount of
Title of Securities Amount being offering price aggregate registration
being registered registered per share offering price fee
_________________________________________________________________________________________
Common Stock, par value
$ .50 per share...... 250,000 shs.<F1> $46.125 $11,531,250 $3,495
_________________________________________________________________________________________________
<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 Siecor Investment Plan (the "Plan") Report 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 Current Reports on
Form 8-K dated January 13, 1997 and January 27, 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 Plan 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.
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) Internal Revenue Service Determination Letter.
(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.
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 1st day of April, 1997.
Corning Incorporated
(Registrant)
by /s/ Larry Aiello, Jr.
Larry Aiello, Jr., Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on April 1, 1997 by
the following persons in the capacities indicated:
Signature Capacity
/s/ Roger G. Ackerman Chairman of the Board,
(Roger G. Ackerman) Principal Executive Officer and
Director
/s/ Van C. Campbell Vice Chairman,
(Van C. Campbell) Principal Financial Officer and
Director
/s/ Katherine A. Asbeck Principal Accounting Officer
(Katherine A. Asbeck)
* Director
(Robert Barker)
* Director
(John Seely Brown)
* Director
(Mary L. Bundy)
* 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/ Larry Aiello, Jr.
(Larry Aiello, Jr.)
Attorney-in-fact
The Plan
Pursuant to the requirements of the Securities Act of 1933,
the Plan has 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 1st day of
April, 1997.
Siecor Investment Plan
by /s/ Frank L. Boldon
Frank L. Boldon
Siecor Investment Plan Committee
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on April 1, 1997 by
the following persons in the capacities indicated:
Signature Capacity
* Plan Committee Member
(Lindsay W. Brown)
* Plan Committee Member
(Frank L. Boldon)
* Plan Committee Member
(Joseph D. Hicks)
* Plan Committee Member
(Larry R. McMillen)
* Plan Committee Member
(Peggy S. Travis)
*By /s/ Frank L. Boldon
(Frank L. Boldon, Attorney-in-fact)
EXHIBIT INDEX
Exhibit
Number Description
5 Internal Revenue Service Determination Letter
24 Consent of Price Waterhouse LLP
25 Powers of Attorney
EXHIBIT 5
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR
P. O. BOX 941
ATLANTA, GA 30370 Employer Identification Number:
56-1258023
File Folder Number:
560001550
Person to Contact:
FRANK FAIRCLOTH
SIECOR CORPORATION Contact Telephone Number:
489 SIECOR PARK (404) 331-8971
HICKORY, NC 28803-0439 Plan Name:
SIECOR INVESTMENT PLAN
Plan Number: 005
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 11/18/91 and
2/21/92. 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 6/26/90 & 4/15/91.
This determination letter is applicable for the plan adopted
on 11/25/91.
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.
- 2 -
SIECOR CORPORATION
If you have questions concerning this matter, please contact
the person whose name and telephone number are shown above.
Sincerely yours,
/s/PAUL WILLIAMS
Paul Williams
District Director
Enclosures
Publication 794
PWBA 515
Addendum
- 3 -
SIECOR CORPORATION
The cash or deferred arrangements meet the requirement of
Internal Revenue Code Section 401(K).
The favorable determination letter supersedes the favorable
determination letter dated June 4, 1992.
EXHIBIT 24
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 "Interest 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 1, 1997
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 250,000 shares of its Common Stock to be offered by
Siecor Corporation to its employees pursuant to the Investment
Plan of Siecor 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 1st day of February, 1996.
/s/ Roger G. Ackerman
ROGER G. ACKERMAN
\poa\siecor.poa
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 250,000 shares of its Common Stock to be offered by
Siecor Corporation to its employees pursuant to the Investment
Plan of Siecor 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 5th day of February, 1996.
/s/ Van C. Campbell
VAN C. CAMPBELL
\poa\siecor.poa
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 250,000 shares of its Common Stock to be offered by
Siecor Corporation to its employees pursuant to the Investment
Plan of Siecor 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 7th day of February, 1996.
/s/ Robert Barker
ROBERT BARKER
\poa\siecor.poa
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 250,000 shares of its Common Stock to be offered by
Siecor Corporation to its employees pursuant to the Investment
Plan of Siecor 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 5th day of February, 1996.
/s/ Mary L. Bundy
MARY L. BUNDY
\poa\siecor.poa
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 250,000 shares of its Common Stock to be offered by
Siecor Corporation to its employees pursuant to the Investment
Plan of Siecor 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 1st day of February, 1996.
/s/ Lawrence S. Eagleburger
LAWRENCE S. EAGLEBURGER
\poa\siecor.poa
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 250,000 shares of its Common Stock to be offered by
Siecor Corporation to its employees pursuant to the Investment
Plan of Siecor 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 5th day of February, 1996.
/s/ John H. Foster
JOHN H. FOSTER
\poa\siecor.poa
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 250,000 shares of its Common Stock to be offered by
Siecor Corporation to its employees pursuant to the Investment
Plan of Siecor 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 6th day of February, 1996.
/s/ Gordon Gund
GORDON GUND
\poa\siecor.poa
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 250,000 shares of its Common Stock to be offered by
Siecor Corporation to its employees pursuant to the Investment
Plan of Siecor 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 5th day of February, 1996.
/s/ John M. Hennessy
JOHN M. HENNESSY
\poa\siecor.poa
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 250,000 shares of its Common Stock to be offered by
Siecor Corporation to its employees pursuant to the Investment
Plan of Siecor 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 5th day of February, 1996.
/s/ James R. Houghton
JAMES R. HOUGHTON
\poa\siecor.poa
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 250,000 shares of its Common Stock to be offered by
Siecor Corporation to its employees pursuant to the Investment
Plan of Siecor 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 5th day of February, 1996.
/s/ James W. Kinnear
JAMES W. KINNEAR
\poa\siecor.poa
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 250,000 shares of its Common Stock to be offered by
Siecor Corporation to its employees pursuant to the Investment
Plan of Siecor 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 1st day of February, 1996.
/s/ James J. O'Connor
JAMES J. O'CONNOR
\poa\siecor.poa
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 250,000 shares of its Common Stock to be offered by
Siecor Corporation to its employees pursuant to the Investment
Plan of Siecor 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 1st day of February, 1996.
Catherine A. Rein
CATHERINE A. REIN
\poa\siecor.poa
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 250,000 shares of its Common Stock to be offered by
Siecor Corporation to its employees pursuant to the Investment
Plan of Siecor 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 5th day of February, 1996.
/s/ Henry Rosovsky
HENRY ROSOVSKY
\poa\siecor.poa
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 250,000 shares of its Common Stock to be offered by
Siecor Corporation to its employees pursuant to the Investment
Plan of Siecor 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 5th day of February, 1996.
/s/ H. Onno Ruding
H. ONNO RUDING
\poa\siecor.poa
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 250,000 shares of its Common Stock to be offered by
Siecor Corporation to its employees pursuant to the Investment
Plan of Siecor 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 6th day of February, 1996.
/s/ William D. Smithburg
WILLIAM D. SMITHBURG
\poa\siecor.poa
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 250,000 shares of its Common Stock to be offered by
Siecor Corporation to its employees pursuant to the Investment
Plan of Siecor 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 10th day of February, 1996.
/s/ John Seely Brown
JOHN SEELY BROWN
\poa\siecor.poa
SIECOR INVESTMENT PLAN COMMITTEE
________________________
POWER OF ATTORNEY
________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned member
of the Siecor Investment Plan Committee (the "Committee")
responsible for administering the Siecor Investment Plan (the
"Plan") hereby constitutes and appoints Frank L. Boldon and Peggy
S. Travis, 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 Plan 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 9th day of May, 1996.
/s/ Lindsay W. Brown
LINDSAY W. BROWN
\poa\siecorcm.poa
SIECOR INVESTMENT PLAN COMMITTEE
________________________
POWER OF ATTORNEY
________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned member
of the Siecor Investment Plan Committee (the "Committee")
responsible for administering the Siecor Investment Plan (the
"Plan") hereby constitutes and appoints Frank L. Boldon and Peggy
S. Travis, 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 Plan 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 9th day of May, 1996.
/s/ Frank L. Boldon
FRANK L. BOLDON
\poa\siecorcm.poa
SIECOR INVESTMENT PLAN COMMITTEE
________________________
POWER OF ATTORNEY
________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned member
of the Siecor Investment Plan Committee (the "Committee")
responsible for administering the Siecor Investment Plan (the
"Plan") hereby constitutes and appoints Frank L. Boldon and Peggy
S. Travis, 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 Plan 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 17th day of May, 1996.
/s/ Larry R. McMillen
LARRY R. MCMILLEN
\poa\siecorcm.poa
SIECOR INVESTMENT PLAN COMMITTEE
________________________
POWER OF ATTORNEY
________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned member
of the Siecor Investment Plan Committee (the "Committee")
responsible for administering the Siecor Investment Plan (the
"Plan") hereby constitutes and appoints Frank L. Boldon and Peggy
S. Travis, 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 Plan 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 9th day of May, 1996.
/s/ Peggy S. Travis
PEGGY S. TRAVIS
\poa\siecorcm.poa
SIECOR INVESTMENT PLAN COMMITTEE
________________________
POWER OF ATTORNEY
________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned member
of the Siecor Investment Plan Committee (the "Committee")
responsible for administering the Siecor Investment Plan (the
"Plan") hereby constitutes and appoints Frank L. Boldon and Peggy
S. Travis, 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 Plan 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 9th day of May, 1996.
/s/ Joseph D. Hicks
JOSEPH D. HICKS
\poa\siecorcm.poa
