SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CORNING DELAWARE, L.P.
(Exact name of registrant as specified in its charter)
Delaware 16-1460072
(State of incorporation or organization) (IRS Employer
Identification No.)
One Riverfront Plaza, Corning, New York 14831
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
___% Convertible Monthly New York Stock Exchange
Income Preferred Securities
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be
Registered.
The description of the ____% Convertible Monthly Income
Preferred Securities, liquidation preference $50 per security
(the "Preferred Securities"), of Corning Delaware, L.P. ("Corning
Delaware") is incorporated herein by reference to the
Registration Statement on Form S-3 (Registration No. 33-53821),
as amended (the "Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") on May 26,
1994. The prospectus to be filed by Corning Delaware pursuant to
Rule 424(b) of the Securities Act of 1933 subsequent to the date
of this Registration Statement on Form 8-A and prior to the
termination of the offering of the Preferred Securities shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date such prospectus is filed.
The form of Amended and Restated Agreement of Limited
Partnership of Corning Delaware specifying the terms and
provisions of the Preferred Securities, which includes as Annex A
thereto the form of Preferred Security, is incorporated herein by
reference. The foregoing description of the Preferred Securities
is qualified in its entirety by reference to such exhibit.
Item 2. Exhibit.
1. Form of Certificate of Limited Partnership
(incorporated by reference to Exhibit 2.1 to the
Registration Statement).
2. Form of Amended and Restated Agreement of Limited
Partnership dated as of July __, 1994 of Corning
Delaware, L.P. (incorporated by reference to
Exhibit 2.2 to the Registration Statement) which
includes as Annex A thereto the form of ____%
Convertible Monthly Income Preferred Securities,
liquidation preference $50 per security.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
CORNING DELAWARE, L.P.
(Registrant)
By Corning Incorporated as
General Partner
Date: July 12, 1994 By: /S/ WILLIAM C. UGHETTA
William C. Ughetta
Senior Vice President
:\MAG\FORM8A.DOC