Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
_______________________
New York Corning, New York 14831 16-0393470
(State or other (Address of principal (Zip Code) (I.R.S. Employer
jurisdiction of executive offices) identification No.)
incorporation or
organization)
1986 STOCK OPTION PLAN
1989 STOCK OPTION PLAN
1994 STOCK OPTION PLAN
1998 STOCK OPTION PLAN
1998 INCENTIVE STOCK PLAN
(Full title of the plans)
_________________________
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 Proposed Maximum Proposed Maximum Amount of
Securities Being Amount Being Offering Price Aggregate Registra-
Registered Registered Per Share Offering Price <F2> tion Fee
Common Stock
Par Value
$.50 per share.....8,000,000 shares<F1> $30.00 $240,000,000 $70,800
________________________________________________________________________________
<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. This registration
statement is also deemed to relate to 929,335 shares previously registered
on, and being carried forward from, Form S-8 (no. 33-58193) in
connection with the 1994 Stock Option Plan with respect to which a
registration fee of $10,595 has been paid.
<F2> Estimated solely for the purpose of calculating the registration fee.
</FN>
</TABLE>
In accordance with Rule 429, the Prospectus which relates to this
registration statement is a combined Prospectus which also relates to
Registration Statement No. 33-12605, No. 33-30815 and No. 33-58193.
<PAGE>
EXPLANATORY STATEMENT
A total of 7,000,000 shares of the Common Stock, par value $.50 per
share, of the registrant, Corning Incorporated, a New York corporation (the
"Company"), were registered by Registration Statement on Form S-8, File
No. 33-58193, to be issued in connection with the Company's 1994 Stock
Option Plan (the "1994 Plan"). Of such shares, options covering 929,335,
with respect to which a registration fee of $10,595 has been paid, have not
been granted under the 1994 Plan and, pursuant to Instruction E to Form S-8,
such shares are carried forward to, and deemed covered by, the Registration
Statement on Form S-8 filed on or about the date hereof in connection with the
Company's 1998 Stock Option Plan and its 1998 Incentive Stock Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 ("Corning" or 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 Reports 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),
13(c), 14 and 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 the Company and of
Dow Corning Corporation incorporated 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 reports 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 Corning, has
rendered an opinion as to the legality of the shares of Corning
Common Stock offered hereby. Mr. Eggers owns substantially less
than 1% of Corning Common Stock.
Item 6. Indemnification of Directors and Officers
Under the New York Business Corporation Law ("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 Section 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 under the Securities Act, which
might be incurred by them in such capacities.
Item 8. List of Exhibits
5.01 Opinion of Counsel.
23.01 Consent of Counsel (included in Exhibit 5.01).
23.02 Consent of PricewaterhouseCoopers LLP.
24.01 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,
represents 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 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 and
(James B. Flaws) 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)
__________*______________ Director
(John H. Foster)
<PAGE>
Signature Capacity
__________*______________ 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
5.01 Opinion of Counsel
23.01 Consent of Counsel (included in Exhibit 5.1)
23.02 Consent of PricewaterhouseCoopers LLP
24.01 Powers of Attorney
<PAGE>
Exhibit 5.1
August 21, 1998
Securities and Exchange Commission
450 Fifth Street, NW
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 8,960,149 shares of Corning's Common Stock, $.50 par value,
(which includes 960,149 shares registered but not issued in
connection with the Company's 1994 Stock Option Plan, which
shares are carried forward to and deemed covered by the Form S-8)
which may be issued or sold by the Company pursuant to its 1998
Stock Option Plan and 1998 Incentive Stock Plan (the "Plans")
described in such registration statement.
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 Plans, when issued or sold in
accordance with the Plans, will be duly authorized, validly
issued, fully paid and non-assessable;
3. The Plans are not subject to the provisions of the
Employee Retirement Income Security Act of 1974.
I hereby 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>
EXHIBIT 23.02
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 shares of its Common Stock to be offered and sold by Corning
Incorporated to its employees and to employees of certain of its
subsidiaries pursuant to its 1998 Employee Equity Participation
Program comprised of the 1998 Stock Option Plan and the 1998
Incentive Stock Plan plus shares of its Common Stock available
for option or grant, shares from expired or terminated options,
shares not earned or forfeited and shares withheld for the
payment of taxes under its 1994 Employee Equity Participation
Program, 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 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 shares of its Common Stock to be offered and sold by Corning
Incorporated to its employees and to employees of certain of its
subsidiaries pursuant to its 1998 Employee Equity Participation
Program comprised of the 1998 Stock Option Plan and the 1998
Incentive Stock Plan plus shares of its Common Stock available
for option or grant, shares from expired or terminated options,
shares not earned or forfeited and shares withheld for the
payment of taxes under its 1994 Employee Equity Participation
Program, 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 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 shares of its Common Stock to be offered and sold by Corning
Incorporated to its employees and to employees of certain of its
subsidiaries pursuant to its 1998 Employee Equity Participation
Program comprised of the 1998 Stock Option Plan and the 1998
Incentive Stock Plan plus shares of its Common Stock available
for option or grant, shares from expired or terminated options,
shares not earned or forfeited and shares withheld for the
payment of taxes under its 1994 Employee Equity Participation
Program, 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 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/ 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 shares of its Common Stock to be offered and sold by Corning
Incorporated to its employees and to employees of certain of its
subsidiaries pursuant to its 1998 Employee Equity Participation
Program comprised of the 1998 Stock Option Plan and the 1998
Incentive Stock Plan plus shares of its Common Stock available
for option or grant, shares from expired or terminated options,
shares not earned or forfeited and shares withheld for the
payment of taxes under its 1994 Employee Equity Participation
Program, 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 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 shares of its Common Stock to be offered and sold by Corning
Incorporated to its employees and to employees of certain of its
subsidiaries pursuant to its 1998 Employee Equity Participation
Program comprised of the 1998 Stock Option Plan and the 1998
Incentive Stock Plan plus shares of its Common Stock available
for option or grant, shares from expired or terminated options,
shares not earned or forfeited and shares withheld for the
payment of taxes under its 1994 Employee Equity Participation
Program, 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 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 shares of its Common Stock to be offered and sold by Corning
Incorporated to its employees and to employees of certain of its
subsidiaries pursuant to its 1998 Employee Equity Participation
Program comprised of the 1998 Stock Option Plan and the 1998
Incentive Stock Plan plus shares of its Common Stock available
for option or grant, shares from expired or terminated options,
shares not earned or forfeited and shares withheld for the
payment of taxes under its 1994 Employee Equity Participation
Program, 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 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 shares of its Common Stock to be offered and sold by Corning
Incorporated to its employees and to employees of certain of its
subsidiaries pursuant to its 1998 Employee Equity Participation
Program comprised of the 1998 Stock Option Plan and the 1998
Incentive Stock Plan plus shares of its Common Stock available
for option or grant, shares from expired or terminated options,
shares not earned or forfeited and shares withheld for the
payment of taxes under its 1994 Employee Equity Participation
Program, 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 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 shares of its Common Stock to be offered and sold by Corning
Incorporated to its employees and to employees of certain of its
subsidiaries pursuant to its 1998 Employee Equity Participation
Program comprised of the 1998 Stock Option Plan and the 1998
Incentive Stock Plan plus shares of its Common Stock available
for option or grant, shares from expired or terminated options,
shares not earned or forfeited and shares withheld for the
payment of taxes under its 1994 Employee Equity Participation
Program, 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 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 shares of its Common Stock to be offered and sold by Corning
Incorporated to its employees and to employees of certain of its
subsidiaries pursuant to its 1998 Employee Equity Participation
Program comprised of the 1998 Stock Option Plan and the 1998
Incentive Stock Plan plus shares of its Common Stock available
for option or grant, shares from expired or terminated options,
shares not earned or forfeited and shares withheld for the
payment of taxes under its 1994 Employee Equity Participation
Program, 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 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 shares of its Common Stock to be offered and sold by Corning
Incorporated to its employees and to employees of certain of its
subsidiaries pursuant to its 1998 Employee Equity Participation
Program comprised of the 1998 Stock Option Plan and the 1998
Incentive Stock Plan plus shares of its Common Stock available
for option or grant, shares from expired or terminated options,
shares not earned or forfeited and shares withheld for the
payment of taxes under its 1994 Employee Equity Participation
Program, 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 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 shares of its Common Stock to be offered and sold by Corning
Incorporated to its employees and to employees of certain of its
subsidiaries pursuant to its 1998 Employee Equity Participation
Program comprised of the 1998 Stock Option Plan and the 1998
Incentive Stock Plan plus shares of its Common Stock available
for option or grant, shares from expired or terminated options,
shares not earned or forfeited and shares withheld for the
payment of taxes under its 1994 Employee Equity Participation
Program, 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 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 shares of its Common Stock to be offered and sold by Corning
Incorporated to its employees and to employees of certain of its
subsidiaries pursuant to its 1998 Employee Equity Participation
Program comprised of the 1998 Stock Option Plan and the 1998
Incentive Stock Plan plus shares of its Common Stock available
for option or grant, shares from expired or terminated options,
shares not earned or forfeited and shares withheld for the
payment of taxes under its 1994 Employee Equity Participation
Program, 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 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 shares of its Common Stock to be offered and sold by Corning
Incorporated to its employees and to employees of certain of its
subsidiaries pursuant to its 1998 Employee Equity Participation
Program comprised of the 1998 Stock Option Plan and the 1998
Incentive Stock Plan plus shares of its Common Stock available
for option or grant, shares from expired or terminated options,
shares not earned or forfeited and shares withheld for the
payment of taxes under its 1994 Employee Equity Participation
Program, 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 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 shares of its Common Stock to be offered and sold by Corning
Incorporated to its employees and to employees of certain of its
subsidiaries pursuant to its 1998 Employee Equity Participation
Program comprised of the 1998 Stock Option Plan and the 1998
Incentive Stock Plan plus shares of its Common Stock available
for option or grant, shares from expired or terminated options,
shares not earned or forfeited and shares withheld for the
payment of taxes under its 1994 Employee Equity Participation
Program, 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 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 shares of its Common Stock to be offered and sold by Corning
Incorporated to its employees and to employees of certain of its
subsidiaries pursuant to its 1998 Employee Equity Participation
Program comprised of the 1998 Stock Option Plan and the 1998
Incentive Stock Plan plus shares of its Common Stock available
for option or grant, shares from expired or terminated options,
shares not earned or forfeited and shares withheld for the
payment of taxes under its 1994 Employee Equity Participation
Program, 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 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
