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 issuer 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)
_________________
1998 WORLDWIDE EMPLOYEE SHARE PURCHASE PLAN
(Full title of the plan)
_________________
William D. Eggers
Senior Vice President
and General Counsel
Corning Incorporated
Corning, New York 14831
(607) 974-5656
(Name, address, and telephone number of agent for service)
_________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
Title of
securities Proposed maximum Proposed maximum Amount of
being Amount being offering price aggregate registration
registered registered per share offering price <F2> fee
________________________________________________________________________________
Common Stock, par value
$.50 per share..2,000,000 shs.<F1> $30.00 $60,000,000 $17,700
<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.
<F2> Estimated solely for the purpose of calculating the registration fee.
</FN>
</TABLE>
<PAGE>
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and
Exchange Commission (the "Commission") (File No. 1-3247) are
incorporated herein by reference:
1. The Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, of Corning Incorporated (the "Company"), as
amended by Amendment No. 1 on Form 10-K/A filed on July 8, 1998,
filed pursuant to Section 13(a) of the Exchange Act.
2. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1997,
consisting of the Company's Quarterly Report on Form 10-Q for the
periods ended March 31, 1998 and June 30, 1998, respectively, and
Current Reports on Form 8-K dated January 28, 1998, April 13, 1998,
April 17, 1998 and July 21, 1998, respectively.
3. 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 pursuant to sections
13(a) 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 by reference in this
Registration Statement by reference to Corning's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, as
amended on July 8, 1998, have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
William D. Eggers, Esq., Senior Vice President and General
Counsel of the Company, has rendered an opinion as to the
legality of the shares of the Common Stock offered pursuant to
this Registration Statement. Mr. Eggers owns substantially less
than 1% of the Common Stock.
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 Opinion of William D. Eggers, Senior Vice President and
General Counsel.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of William D. Eggers, Esq. (included in Exhibit 5.1).
24.1 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)(l)(i) and (a)(l)(ii)
of this section do not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3 and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission 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) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus to each person to whom
the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) 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 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 on 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 21st day of August, 1998.
Corning Incorporated
(Registrant)
by /s/ WILLIAM D. EGGERS
William D. Eggers, Senior Vice President
Pursuant to the requirements of the Securities Act of 1933 this
Registration Statement has been signed below on August 21, 1998
by the following persons in the capacities and on the dates indicated:
Signature Capacity
/s/ ROGER G. ACKERMAN Chairman of the Board,
(Roger G. Ackerman) Principal Executive
Officer and Director
/s/ JAMES B. FLAWS Senior Vice President, Treasurer
(James B. Flaws) and Principal Financial Officer
/s/ KATHERINE A. ASBECK Vice President, Controller and
(Katherine A. Asbeck) Principal Accounting Officer
Director
(Robert Barker)
* Director
(John Seely Brown)
* Director
(Van C. Campbell)
Director
(Lawrence S. Eagleburger)
<PAGE>
Signature Capacity
* 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 D. EGGERS
(William D. Eggers)
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney
<PAGE>
EXHIBIT 5.1
August 21, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sirs:
I am Senior Vice President and General Counsel of Corning Incorporated
(the "Company") and am familiar with the preparation and filing of a
registration statement on Form S-8 under the Securities Act of 1933, as
amended, with respect to an aggregate of 2,000,000 shares of the Company's
Common Stock, $.50 par value, which may be sold by the Company pursuant to
its 1998 Worldwide Employee Share Purchase Plan (the "Plan").
In this connection, I have examined the originals, or copies certified
to my satisfaction, of such corporate records of the Company, certificates
of public officials and officers of the Company, and other documents as I
deemed pertinent as a basis for the opinions hereinafter expressed.
Based upon the foregoing, and having regard for such legal
considerations as I have deemed relevant, I am of the opinion that:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of New York.
2. The shares of the Company's Common Stock to be sold by the Company
pursuant to the Plan have been duly authorized, and when issued and
sold in accordance with the Plan will be, validly issued, fully paid
and non-assessable.
3. The Plan is not a qualified plan under Section 401(a) of the Internal
Revenue Code of 1986, as amended, and is not subject to the
provisions of the Employee Retirement Income Security Act of 1974.
I consent to the filing of this opinion as an Exhibit to the
Registration Statement referred to above and further consent to the
use of my name in "Interests of Named Experts and Counsel" in such
Registration Statement.
Very truly yours,
/s/ William D. Eggers
<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 28, 1998,
except for the first paragraph of Note 1, as to which the date is June 30,
1998, which appears on Page 3 of the Corning Incorporated Form 10-K/A
for the year ended December 31, 1997. We also consent to the
incorporation by reference of our report dated January 21, 1998
on the financial statements of Dow Corning Corporation, which
appears on Page 34 of the Corning Incorporated Form 10-K/A for the
year ended December 31, 1997. We also consent to the reference to us
under the heading "Interests of Named Experts and Counsel" in this
Registration Statement.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, NY 10036
August 20, 1998
<PAGE>
EXHIBIT 24.1
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, 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
20th day of July, 1998.
/s/ ROGER G. ACKERMAN
Roger G. Ackerman
<PAGE>
EXHIBIT 24.1
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, 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
25th day of July, 1998.
/s/ JOHN SEELY BROWN
John Seely Brown
<PAGE>
EXHIBIT 24.1
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, 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
29th day of July, 1998.
/s/ VAN C. CAMPBELL
Van C. Campbell
<PAGE>
EXHIBIT 24.1
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, 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
31st day of July, 1998.
/s/ JOHN H. FOSTER
John H. Foster
<PAGE>
EXHIBIT 24.1
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, 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
17th day of July, 1998.
/s/ NORMAN E. GARRITY
Norman E. Garrity
<PAGE>
EXHIBIT 24.1
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, 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
27th day of July, 1998.
/s/ GORDON GUND
Gordon Gund
<PAGE>
EXHIBIT 24.1
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, 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
20th day of July, 1998.
/s/ JOHN M. HENNESSY
John M. Hennessy
<PAGE>
EXHIBIT 24.1
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, 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
22nd day of July, 1998.
/s/ JAMES R. HOUGHTON
James R. Houghton
<PAGE>
EXHIBIT 24.1
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, 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
27th day of July, 1998.
/s/ JAMES W. KINNEAR
James W. Kinnear
<PAGE>
EXHIBIT 24.1
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, 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
21st day of July, 1998.
/s/ JOHN W. LOOSE
John W. Loose
<PAGE>
EXHIBIT 24.1
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, 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
20th day of July, 1998.
/s/ JAMES J. O'CONNOR
James J. O'Connor
<PAGE>
EXHIBIT 24.1
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, 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
21st day of July, 1998.
/s/ CATHERINE A. REIN
Catherine A. Rein
<PAGE>
EXHIBIT 24.1
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, 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
21st day of July, 1998.
/s/ HENRY ROSOVSKY
Henry Rosovsky
<PAGE>
EXHIBIT 24.1
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, 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
21st day of July, 1998.
/s/ H. ONNO RUDING
H. Onno Ruding
<PAGE>
EXHIBIT 24.1
CORNING INCORPORATED
__________________________
POWER OF ATTORNEY
__________________________
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, 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
22nd day of July, 1998.
/s/ WILLIAM D. SMITHBURG
William D. Smithburg
