<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 2000
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CORNING INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 16-0393470
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
ONE RIVERFRONT PLAZA
CORNING, NEW YORK 14831
(607) 974-9000
(ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
WILLIAM D. EGGERS
SENIOR VICE PRESIDENT AND
GENERAL COUNSEL
CORNING INCORPORATED
ONE RIVERFRONT PLAZA
CORNING, NEW YORK 14831
(607) 974-9000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
DONALD C. WALKOVIK JONATHAN JEWETT
SULLIVAN & CROMWELL SHEARMAN & STERLING
125 BROAD STREET 599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10004 NEW YORK, NEW YORK 10022
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act") other than securities offered only
in connection with dividend or interest reinvestment plans, check the following
box./ /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-81299;
333-81299-01.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering./ /
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration number of the earlier effective registration statement for the
same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
<TABLE>
<CAPTION>
===============================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,242,321 shares $151.375 $188,056,342 $49,647
===============================================================================================================================
</TABLE>
(1) Includes 1,950,000 shares of common stock which the underwriters may
purchase to cover overallotments, if any.
<PAGE>
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The information in the
Registration Statement on Form S-3 filed by Corning Incorporated and Corning
Finance B.V. with the Securities and Exchange Commission (File Nos. 333-81299
and 333-81299-01) pursuant to the Securities Act of 1933, as amended, and
declared effective on October 1, 1999 is incorporated by reference into this
Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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 January 25, 2000.
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 by the following persons on January 25,
2000, in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<S> <C>
/s/ ROGER G. ACKERMAN
- ----------------------------------------- Chairman of the Board, Principal Executive Officer
(Roger G. Ackerman) and Director
/s/ JAMES B. FLAWS
- ----------------------------------------- Senior Vice President and Principal
(James B. Flaws) Financial Officer
/s/ KATHERINE A. ASBECK
- ----------------------------------------- Vice President, Controller and Principal Accounting
(Katherine A. Asbeck) Officer
*
________________________________________ Director
(Robert Barker)
*
________________________________________ Director
(John Seely Brown)
*
________________________________________ Director
(John H. Foster)
*
________________________________________ Director
(Norman E. Garrity)
*
________________________________________ Director
(Gordon Gund)
*
________________________________________ Director
(John M. Hennessy)
<PAGE>
*
________________________________________ Director
(James R. Houghton)
*
________________________________________ Director
(James W. Kinnear)
*
________________________________________ Director
(John W. Loose)
*
________________________________________ Director
(James J. O'Connor)
*
________________________________________ Director
(Catherine A. Rein)
________________________________________ Director
(Deborah D. Rieman)
*
________________________________________ Director
(H. Onno Ruding)
*
________________________________________ Director
(William D. Smithburg)
*By: /s/ WILLIAM D. EGGERS
-------------------------------------
(William D. Eggers, Attorney-in-Fact)
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
5.01 Opinion of William D. Eggers, Esq.
23.01 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.02 Consent of William D. Eggers, Esq. (included in the Exhibit 5.01)
24.01 Power of Attorney of certain directors.
</TABLE>
<PAGE>
Exhibit 5.01
January 25, 2000
To the Board of Directors
Corning Incorporated
Ladies and Gentlemen:
As General Counsel of Corning Incorporated (the "Company"), I am
furnishing this opinion in connection with the Registration Statement (the
"Registration Statement") on Form S-3 being filed with the Securities and
Exchange Commission (the "Commission") under Rule 462(b) of the Securities Act
of 1933, as amended, with respect to the proposed offering of up to
$188,056,342 aggregate amount of shares of the Company's Common Stock, par
value $.50 per share (the Common Shares").
I have examined the resolutions of the Board of Directors of the
Company (the "Resolutions") authorizing the issuance, offering and sale of the
Common Shares. I have also examined the originals, or copies identified to my
satisfaction, of such corporate records of the Company, such other agreements
and instruments, certificates of public officials and officers of the Company
and other persons; and such other documents as I have deemed necessary as a
basis for the opinions hereinafter expressed.
Based on the foregoing, and having regard for such legal considerations
as I have deemed relevant, I am of the opinion that:
1. The Company has been duly incorporated and is validly existing under
the laws of the State of New York.
2. The Common Shares have been duly authorized and, when issued and
delivered pursuant to the authority granted in the Resolutions and paid for,
will be legally issued, fully paid and non-assessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of my name under the headings "Legal
Matters" and "Validity of Securities" in the related prospectus.
Very truly yours,
/s/ William D. Eggers
<PAGE>
Exhibit 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 25, 1999, except for Note 4
and Note 11, which are as of February 16, 1999, relating to the financial
statements and financial statement schedule, which appears in Corning
Incorporated's Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSE COOPERS LLP
New York, New York
January 24, 2000
<PAGE>
Exhibit 24.01
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 William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any 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 an issue
or issues not exceeding $415,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter, 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 the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and 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 January, 2000.
/s/ Robert Barker
-----------------------------------
<PAGE>
CORNING INCORPORATED
-------------------------------------
POWER OF ATTORNEY
-------------------------------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any 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 an issue
or issues not exceeding $415,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter, 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 the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and 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 January, 2000.
/s/ John Sealy Brown
-----------------------------------
<PAGE>
CORNING INCORPORATED
-------------------------------------
POWER OF ATTORNEY
-------------------------------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any 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 an issue
or issues not exceeding $415,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter, 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 the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and 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
____ day of January, 2000.
/s/ John H. Foster
-----------------------------------
<PAGE>
CORNING INCORPORATED
-------------------------------------
POWER OF ATTORNEY
-------------------------------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any 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 an issue
or issues not exceeding $415,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter, 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 the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and 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 January, 2000.
/s/ Norman E. Garrity
-----------------------------------
<PAGE>
CORNING INCORPORATED
-------------------------------------
POWER OF ATTORNEY
-------------------------------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any 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 an issue
or issues not exceeding $415,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter, 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 the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and 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 January, 2000.
/s/ Gordon Gund
-----------------------------------
<PAGE>
CORNING INCORPORATED
-------------------------------------
POWER OF ATTORNEY
-------------------------------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any 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 an issue
or issues not exceeding $415,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter, 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 the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and 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 January, 2000.
/s/ John M. Hennessy
-----------------------------------
John M. Hennessy
<PAGE>
CORNING INCORPORATED
-------------------------------------
POWER OF ATTORNEY
-------------------------------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any 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 an issue
or issues not exceeding $415,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter, 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 the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and 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 January, 2000.
/s/ James R. Houghton
-----------------------------------
<PAGE>
CORNING INCORPORATED
-------------------------------------
POWER OF ATTORNEY
-------------------------------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any 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 an issue
or issues not exceeding $415,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter, 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 the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and 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 January, 2000.
/s/ James W. Kinnear
-----------------------------------
<PAGE>
CORNING INCORPORATED
-------------------------------------
POWER OF ATTORNEY
-------------------------------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any 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 an issue
or issues not exceeding $415,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter, 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 the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and 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 January, 2000.
/s/ John W. Loose
-----------------------------------
<PAGE>
CORNING INCORPORATED
-------------------------------------
POWER OF ATTORNEY
-------------------------------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any 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 an issue
or issues not exceeding $415,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter, 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 the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and 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 January, 2000.
/s/ James J. O'Connor
-----------------------------------
<PAGE>
CORNING INCORPORATED
-------------------------------------
POWER OF ATTORNEY
-------------------------------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any 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 an issue
or issues not exceeding $415,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter, 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 the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and 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 January, 2000.
/s/ Catherine A. Rein
-----------------------------------
<PAGE>
CORNING INCORPORATED
-------------------------------------
POWER OF ATTORNEY
-------------------------------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any 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 an issue
or issues not exceeding $415,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter, 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 the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and 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 January, 2000.
/s/ H. Onno Ruding
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<PAGE>
CORNING INCORPORATED
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POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints William D. Eggers, James B. Flaws and Katherine A. Asbeck, or
any 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 an issue
or issues not exceeding $415,000,000 principal amount of securities of the
Corporation, including without limitation, debentures, notes, shares of
Common Stock and shares of Preferred Stock of the Corporation, to be issued
and sold by it in 2000 or thereafter, 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 the above-described securities, to any
and all amendments to the said Registration Statements, including
Pre-Effective and 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 January, 2000.
/s/ William D. Smithburg
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