FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended                   March 31, 2004
                                 ----------------------------------------------

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ___________to____________

                          Commission file number 1-3247



                              CORNING INCORPORATED
                              --------------------
                                  (Registrant)


              New York                                  16-0393470
----------------------------------------   ------------------------------------
       (State of incorporation)            (I.R.S. Employer Identification No.)


One Riverfront Plaza, Corning, New York                   14831
----------------------------------------   ------------------------------------
(Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code: 607-974-9000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to the filing requirements for
at least the past 90 days.

                                                 Yes   X                No ____
                                                     -----

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                                                 Yes   X                No ____
                                                     -----


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

1,372,202,544 shares of Corning's Common Stock, $0.50 Par Value, were
outstanding as of March 31, 2004.






                                      INDEX
                                      -----

PART I - FINANCIAL INFORMATION
------------------------------

Item 1. Financial Statements

                                                                         Page
                                                                         ----

    Consolidated Statements of Operations (Unaudited) for the
      three months ended March 31, 2004 and 2003                           3

    Consolidated Balance Sheets at March 31, 2004 (Unaudited)
      and December 31, 2003                                                4

    Consolidated Statements of Cash Flows (Unaudited) for the
      three months ended March 31, 2004 and 2003                           5

    Notes to Consolidated Financial Statements (Unaudited)                 6

Item 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                       18

Item 3. Quantitative and Qualitative Disclosures About Market Risk        28

Item 4. Controls and Procedures                                           28


PART II - OTHER INFORMATION
---------------------------

Item 1. Legal Proceedings                                                 29

Item 2. Changes in Securities, Use of Proceeds and Issuer
          Purchases of Equity Securities                                  34

Item 4. Submission of Matters to a Vote of Security Holders               34

Item 6. Exhibits and Reports on Form 8-K                                  35

Signatures                                                                37

Exhibit Index                                                             38

Certifications                                                            84







                  CORNING INCORPORATED AND SUBSIDIARY COMPANIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               (Unaudited; in millions, except per share amounts)





                                                                             For the three months ended
                                                                                      March 31,
                                                                             ---------------------------
                                                                                2004              2003
                                                                             ---------         ---------
                                                                                         
Net sales                                                                    $     844         $     746
Cost of sales                                                                      544               546
                                                                             ---------         ---------

Gross margin                                                                       300               200

Operating expenses:
   Selling, general and administrative expenses                                    160               152
   Research, development and engineering expenses                                   84                93
   Amortization of purchased intangibles                                            10                 9
   Restructuring, impairment and other charges and
     (credits) (Note 4)                                                             34                51
   Asbestos settlement (Note 5)                                                     19               298
                                                                             ---------         ---------

Operating loss                                                                      (7)             (403)

Interest income                                                                      6                 8
Interest expense                                                                   (36)              (40)
(Loss) gain on repurchases and retirement of debt, net (Note 10)                   (23)                4
Other expense, net                                                                  (4)              (14)
                                                                             ---------         ---------

Loss before income taxes                                                           (64)             (445)
Benefit for income taxes                                                            12               144
                                                                             ---------         ---------

Loss before minority interests and equity earnings                                 (52)             (301)
Minority interests                                                                                    37
Equity in earnings of associated companies                                         107                59
                                                                             ---------         ---------

Net income (loss)                                                            $      55         $    (205)
                                                                             =========         =========

Basic and diluted earnings (loss) per common share (Note 13)                 $    0.04         $   (0.17)
                                                                             =========         =========


The accompanying notes are an integral part of these statements.




                  CORNING INCORPORATED AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEETS
               (Unaudited; in millions, except per share amounts)




                                                                                           March 31,         December 31,
                                                                                             2004                2003
                                                                                          ----------         ------------
                                                                                                        
Assets

Current assets:
   Cash and cash equivalents                                                              $   1,010           $     833
   Short-term investments, at fair value                                                        451                 433
                                                                                          ---------           ---------
     Total cash, cash equivalents and short-term investments                                  1,461               1,266
   Trade accounts receivable, net of doubtful accounts and allowances - $35 and $38             544                 525
   Inventories (Note 6)                                                                         504                 467
   Deferred income taxes                                                                        242                 242
   Other current assets                                                                         190                 194
                                                                                          ---------           ---------
       Total current assets                                                                   2,941               2,694

Investments (Note 7)                                                                          1,065               1,045
Property, net of accumulated depreciation - $3,543 and $3,415                                 3,640               3,620
Goodwill (Note 8)                                                                             1,730               1,735
Other intangible assets, net (Note 8)                                                           155                 166
Deferred income taxes                                                                         1,277               1,225
Other assets                                                                                    265                 267
                                                                                          ---------           ---------

Total Assets                                                                              $  11,073           $  10,752
                                                                                          =========           =========

Liabilities and Shareholders' Equity

Current liabilities:
   Loans payable                                                                          $     313           $     146
   Accounts payable                                                                             376                 333
   Other accrued liabilities (Note 9)                                                         1,008               1,074
                                                                                          ---------           ---------
       Total current liabilities                                                              1,697               1,553

Long-term debt (Note 10)                                                                      2,553               2,668
Postretirement benefits other than pensions                                                     609                 619
Other liabilities                                                                               414                 412
Commitments and contingencies (Note 11)
Minority interests                                                                               30                  36
Shareholders' equity:
   Preferred stock - Par value $100.00 per share; Shares authorized: 10 million
     Series C mandatory convertible preferred stock - Shares issued: 5.75 million;
     Shares outstanding: 789 thousand and 854 thousand                                           79                  85
   Common stock - Par value $0.50 per share; Shares authorized: 3.8 billion;
     Shares issued: 1,407 million and 1,401 million                                             703                 701
   Additional paid-in capital                                                                10,323              10,298
   Accumulated deficit                                                                       (5,089)             (5,144)
   Treasury stock, at cost; Shares held: 35 million and 58 million                             (346)               (574)
   Accumulated other comprehensive income                                                       100                  98
                                                                                          ---------           ---------
       Total shareholders' equity                                                             5,770               5,464
                                                                                          ---------           ---------

Total Liabilities and Shareholders' Equity                                                $  11,073           $  10,752
                                                                                          =========           =========


The accompanying notes are an integral part of these statements.





                  CORNING INCORPORATED AND SUBSIDIARY COMPANIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited; in millions)



                                                                                        For the three months ended
                                                                                                 March 31,
                                                                                        --------------------------
                                                                                            2004           2003
                                                                                         ---------       ---------
                                                                                                  
Cash flows from operating activities:
   Net income (loss)                                                                      $     55      $  (205)
   Adjustments to reconcile net income (loss) to net
      cash provided by operating activities:
     Amortization of purchased intangibles                                                      10            9
     Depreciation                                                                              120          118
     Restructuring, impairment and other charges and credits                                    34           51
     Asbestos settlement                                                                        19          298
     Loss (gain) on repurchases and retirement of debt, net                                     23           (4)
     Undistributed earnings of associated companies                                            (29)           7
     Minority interests, net of dividends paid                                                              (37)
     Deferred tax benefit                                                                      (40)        (178)
     Interest expense on convertible debentures                                                  2            7
     Restructuring payments                                                                    (34)         (94)
     Income tax refund                                                                                      191
     Tax benefit on stock options                                                                6
     Changes in certain working capital items:
        Trade accounts receivable                                                              (17)         (13)
        Inventories                                                                            (32)           7
        Other current assets                                                                     3           10
        Accounts payable and other current liabilities, net of restructuring payments          (66)        (118)
     Other, net                                                                                 (9)         (26)
                                                                                          --------      -------
Net cash provided by operating activities                                                       45           23
                                                                                          --------      -------

Cash flows from investing activities:
   Capital expenditures                                                                       (134)         (55)
   Net proceeds from sale of precision lens business                                                          9
   Net proceeds from sale or disposal of assets                                                  9           13
   Short-term investments - acquisitions                                                      (302)        (427)
   Short-term investments - liquidations                                                       284          369
   Restricted investments - liquidations                                                         2            3
                                                                                          --------      -------
Net cash used in investing activities                                                         (141)         (88)
                                                                                          --------      -------

Cash flows from financing activities:
   Net repayments of loans payable                                                              (2)         (62)
   Proceeds from issuance of long-term debt, net                                               396
   Repayments of long-term debt                                                               (141)        (189)
   Proceeds from issuance of common stock, net                                                  11            3
   Cash dividends paid to preferred shareholders                                                (2)          (3)
   Proceeds from the exercise of stock options                                                  12
                                                                                          --------      -------
Net cash provided by (used in) financing activities                                            274         (251)
                                                                                          --------      -------
Effect of exchange rates on cash                                                                (1)          17
                                                                                          --------      -------
Net increase (decrease) in cash and cash equivalents                                           177         (299)
Cash and cash equivalents at beginning of period                                               833        1,426
                                                                                          --------      -------

Cash and cash equivalents at end of period                                                $  1,010      $ 1,127
                                                                                          ========      =======


The accompanying notes are an integral part of these statements.





                  CORNING INCORPORATED AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   Basis of Presentation

General

Corning Incorporated and its consolidated  subsidiaries is hereinafter sometimes
referred to as "the Company," "Registrant," "Corning," "we," "our" or "us."

Corning  Incorporated is a diversified  technology company that concentrates its
efforts on high-impact growth  opportunities.  Corning combines its expertise in
specialty  glass,  ceramic  materials,  polymers  and  the  manipulation  of the
properties  of light,  with strong  process and  manufacturing  capabilities  to
develop,  engineer and  commercialize  significant  innovative  products for the
telecommunications,   flat  panel  display,  environmental,  life  sciences  and
semiconductor industries.

The unaudited  consolidated  financial statements reflect all adjustments which,
in the opinion of management,  are necessary for a fair statement of the results
of  operations,  financial  position  and cash  flows  for the  interim  periods
presented.   All  such  adjustments  are  of  a  normal  recurring  nature.  The
consolidated  financial  statements have been prepared pursuant to the rules and
regulations  of the Securities  and Exchange  Commission and in accordance  with
accounting  principles  generally  accepted  in the  United  States  of  America
("GAAP") for interim financial information.

The  preparation  of  financial  statements  in  conformity  with GAAP  requires
management  to make  estimates  and  assumptions  that affect  amounts  reported
therein.  Significant estimates and assumptions in these consolidated  financial
statements include  restructuring and other charges and credits,  allowances for
doubtful  accounts  receivable,   estimates  of  future  cash  flows  and  other
assumptions  associated  with goodwill and long-lived  asset  impairment  tests,
estimates of the fair value of assets held for disposal, environmental and legal
liabilities,  income  taxes  and  deferred  tax  valuation  allowances,  and the
determination   of  discount  and  other  rate   assumptions   for  pension  and
postretirement  employee  benefit  expenses.  Due  to the  inherent  uncertainty
involved in making  estimates,  actual results reported in future periods may be
different from these estimates.

The results for interim periods are not necessarily  indicative of results which
may be  expected  for any other  interim  period,  or for the full  year.  These
interim  consolidated  financial  statements  should be read in conjunction with
Corning's Annual Report on Form 10-K for the year ended December 31, 2003.

Certain amounts for 2003 were reclassified to conform with 2004 classifications.

Stock-Based Compensation

We apply Accounting  Principles  Board Opinion No. 25 (APB No. 25),  "Accounting
for Stock Issued to Employees,"  for our  stock-based  compensation  plans.  The
following table  illustrates the effect on income (loss) and earnings (loss) per
share if we had applied the fair value  recognition  provisions  of Statement of
Financial  Accounting  Standards  (SFAS) No. 123,  "Accounting  for  Stock-Based
Compensation," to stock-based employee compensation. The estimated fair value of
each Corning option is calculated using the Black-Scholes option-pricing model.








(In millions, except per share amounts):
------------------------------------------------------------------------------------------------------------------------------------
                                                                                         For the three months ended March 31,
                                                                                         ------------------------------------
                                                                                               2004              2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
Net income (loss) - as reported                                                              $     55         $    (205)
Add:  Stock-based employee compensation expense
  determined under APB No. 25, included in reported net income
  (loss), net of tax                                                                                2                 1
Less:  Stock-based employee compensation expense
  determined under fair value based method, net of tax                                            (29)              (35)
------------------------------------------------------------------------------------------------------------------------------------
Net income (loss) - pro forma                                                                $     28         $    (239)

Earnings (loss) per common share:
    Basic - as reported                                                                      $   0.04         $   (0.17)
    Basic - pro forma                                                                        $   0.02         $   (0.20)

    Diluted - as reported                                                                    $   0.04         $   (0.17)
    Diluted - pro forma                                                                      $   0.02         $   (0.20)
------------------------------------------------------------------------------------------------------------------------------------


For purposes of SFAS No. 123 the fair value of each option grant is estimated on
the date of grant using the  Black-Scholes  option-pricing  model. The following
are  weighted-average  assumptions used for grants under our stock plans in 2004
and 2003, respectively:




------------------------------------------------------------------------------------------------------------------------------------
                                                                                       For the three months ended March 31,
For Options                                                                            ------------------------------------
Granted During                                                                                2004               2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
Expected life in years                                                                          4                   5
Risk free interest rate                                                                        3.2%                2.9%
Expected volatility                                                                           50.0%               78.3%
------------------------------------------------------------------------------------------------------------------------------------


During the first quarter of 2004, Corning updated its analysis of the historical
stock option exercise  behavior of its employees,  among other relevant factors,
and determined  that the best estimate of expected term of stock options granted
in the first  quarter  was 4 years,  compared  to our  previous  estimate  of an
expected term of 5 years.  Additionally,  Corning used a 10 year mean  reversion
analysis,  as allowed by SFAS 123, to determine the volatility  assumption  also
used to estimate the fair value of options  granted in the first quarter.  Prior
to 2004, Corning used historical  trailing  volatility for a period equal to the
expected term of our stock options.  Corning believes a mean reversion  analysis
provides the best estimate of future expectations of volatility.



Changes in the status of outstanding options were as follows:
------------------------------------------------------------------------------------------------------------------------------------
                                                                                         Number of Shares    Weighted-Average
                                                                                          (in thousands)      Exercise Price
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          
Options outstanding December 31, 2003                                                       135,352             $   20.58
Options granted under plans                                                                   6,156             $   11.81
Options exercised                                                                            (2,339)            $    5.63
Options terminated                                                                             (211)            $   25.91
------------------------------------------------------------------------------------------------------------------------------------

Options outstanding March 31, 2004                                                          138,958             $   20.08
------------------------------------------------------------------------------------------------------------------------------------
Options exercisable March 31, 2004                                                           85,538             $   24.87
------------------------------------------------------------------------------------------------------------------------------------







New Accounting Standards

In December 2003, the FASB revised SFAS No. 132,  "Employers'  Disclosures about
Pensions  and Other  Postretirement  Benefits."  The revised  standard  requires
incremental pension and other postretirement benefit plan disclosures,  but does
not change  the  measurement  or  recognition  of those  plans.  Therefore,  the
adoption of this  accounting  standard did not have any effect on our results of
operations or financial position.

In December 2003, the Medicare Prescription Drug,  Improvement and Modernization
Act of 2003  ("the  Act") was  passed  which  expands  Medicare  to  include  an
outpatient  prescription  drug benefit  beginning in 2006. In January 2004,  the
FASB  issued  Staff   Position  No.  FAS  106-1,   "Accounting   and  Disclosure
Requirements  Related  to  the  Medicare  Prescription  Drug,   Improvement  and
Modernization Act of 2003," which provides  preliminary  accounting  guidance on
how to account for the effects of the Act on  postretirement  benefit plans.  As
permitted,  we have elected to defer  accounting for the impact of the Act until
the FASB issues final accounting  guidance later in 2004. Such guidance from the
FASB is pending  and that  guidance,  when  issued,  could  require us to change
previously reported  information.  We are currently evaluating the impact of the
Act on our postretirement benefit plans.

2.   Employee Retirement Plans

Defined Benefit Plans

We  have  defined   benefit   pension  plans  covering   certain   domestic  and
international   employees.   Corning  also  offers  certain  domestic  employees
postretirement  plans that provide health care and life  insurance  benefits for
retirees  and  eligible  dependents.  Employees  may  become  eligible  for such
retirement benefits upon reaching retirement age.

Service cost is used as a guideline for determining  minimum annual contribution
levels.  All plan design  changes are reviewed to determine  their impact on the
liability and whether additional contributions should be made to "pay for" these
design  changes.  The  funded  status of the plan will also  impact  the  annual
contribution  level.We  expect to  contribute  $45 million to our  domestic  and
international pension plans in 2004.




The following table summarizes the components of net periodic benefit cost (in millions):
------------------------------------------------------------------------------------------------------------------------------------
                                                         Pension benefits                    Postretirement benefits
                                                   Three months ended March 31,           Three months ended March 31,
------------------------------------------------------------------------------------------------------------------------------------
                                                   2004                  2003               2004                2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Service cost                                      $  11                 $   8             $    2              $    2
Interest cost                                        38                    30                 13                  11
Expected return on plan assets                      (43)                  (36)
Amortization of net loss                              6                     1                  3                   1
Amortization of prior service cost                    3                     3                 (2)                 (1)
------------------------------------------------------------------------------------------------------------------------------------
Total expense                                     $  15                 $   6             $   16              $   13
------------------------------------------------------------------------------------------------------------------------------------


3.   Discontinued Operations

On December 13, 2002, we completed the sale of our precision lens business to 3M
Company  ("3M") for cash proceeds up to $850  million,  of which $50 million was
deposited in an escrow account.  3M has notified Corning that 3M believes it has
certain claims arising out of the representations and warranties made by Corning
in connection  with the sale of the  precision  lens business to 3M. The parties
are  attempting  to resolve such claims.  At March 31, 2004,  approximately  $49
million  remained  in the escrow  account,  and no other gain on the sale of the
precision  lens business will be recognized  until such claims are resolved.  In
April 2004,  Corning and 3M began  negotiating a settlement  agreement that will
likely result in Corning receiving less than half of the amount in escrow.







4.   Restructuring, Impairment and Other Charges and Credits

2004 Restructuring Actions

In the first  quarter of 2004,  we recorded net  restructuring,  impairment  and
other  charges  and credits  totaling  $34 million  ($21  million  after tax and
minority interest). A summary of these charges and credits follow:

..    We recorded $39 million of accelerated  depreciation and $1 million of exit
     costs  relating  to  the  final  shutdown  of our  semiconductor  materials
     manufacturing facility in Charleston,  South Carolina,  which we previously
     announced in the fourth quarter of 2003.

..    We recorded credits of $6 million,  primarily related to proceeds in excess
     of assumed salvage values for assets that were previously impaired.



The following table illustrates the charges, credits and balances of the restructuring reserves as of and for the three months ended
March 31, 2004 (in millions):
------------------------------------------------------------------------------------------------------------------------------------
                                                               Quarter                                                   Remaining
                                                             ended March       Revisions        Net          Cash       reserve at
                                                January 1,    31, 2004        to existing    charges/      payments      March 31,
                                                   2004        charge            plans      (reversals)     in 2004        2004
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Restructuring charges:
Employee related costs                           $      78                                                  $    (28)  $      50
Other charges                                          108    $       1                      $      1             (6)        103
                                                 -------------------------------------------------------------------------------
     Total restructuring charges                 $     186    $       1                      $      1       $    (34)  $     153
                                                 -------------------------------------------------------------------------------

Impairment of long-lived assets:
Assets to be disposed of by sale
  or abandonment                                                             $      (6)      $     (6)

Other:
Accelerated depreciation                                      $      39                      $     39
                                                              ----------------------------------------

Total restructuring, impairment and other
  charges and (credits)                                       $      40      $      (6)      $     34
Tax benefit and minority interest                                   (15)             2            (13)
                                                              ----------------------------------------
Restructuring, impairment and other
  charges and (credits), net                                  $      25      $     (4)       $     21
------------------------------------------------------------------------------------------------------------------------------------


Cash payments for employee related costs will be  substantially  complete by the
end of 2005, while payments for exit activities will be substantially  completed
by the end of 2006.  As of March  31,  2004,  approximately  1,850 of the  1,975
employees had been separated under the 2003 plans.






2003 Restructuring Actions

In the first quarter of 2003 we recorded net restructuring, impairment and other
charges and credits  totaling $51 million  ($12  million  after tax and minority
interest). A summary of these charges and credits follows:

..    a charge  of $17  million  ($11  million  after  tax)  associated  with the
     discontinuance of optical switching,  which was a photonic product,  due to
     the downturn in the  telecommunications  industry.  The charge included $13
     million for employee  separation costs and $4 million for asset impairments
     related to equipment,
..    a $5  million  ($3  million  after tax)  charge  for other  than  temporary
     declines in certain cost investments in the Telecommunications segment,
..    reversal of $33 million  ($21  million  after tax)  related to revised cost
     estimates of existing  restructuring  plans of which $24 million related to
     employee separation and exit costs which were less than estimated, while $9
     million  related to proceeds in excess of assumed salvage values for assets
     that were previously impaired, and
..    recorded a $62 million ($19 million after tax and minority  interest) asset
     impairment  charge  related to our 51% owned  venture  Corning  Asahi Video
     Products  Company  ("CAV"),  which was a  manufacturer  of glass  panel and
     funnels  for use in  conventional  tube  televisions.  We  agreed  with our
     partner to cease production and shut-down CAV in April 2003.



The following table illustrates the charge, credits and balances of the restructuring reserves as of and for the three months ended
March 31, 2003 (in millions):
------------------------------------------------------------------------------------------------------------------------------------
                                                    Quarter                                Quarter ended                 Remaining
                                                  ended March     Revisions       Net     March 31, 2003      Cash      reserve at
                                     January 1,    31, 2003      to existing   charges/      Non-cash       payments     March 31,
                                        2003        charge          plans     (reversals)      uses          in 2003       2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Restructuring charges:
Employee related costs                $     273    $      13    $     (11)   $       2       $      1       $      79  $     195
Other charges                               132                       (13)         (13)                            15        104
                                      ------------------------------------------------------------------------------------------
     Total restructuring charges      $     405    $      13    $     (24)   $     (11)      $      1       $      94  $     299
                                      ------------------------------------------------------------------------------------------

Impairment of long-lived assets:
Assets to be held and used                         $      62                 $      62
Assets to be disposed of by sale
  or abandonment                                           4    $      (9)          (5)
Cost investments                                           5                         5
                                                   ------------------------------------
     Total impairment charges                      $      71    $      (9)   $      62
                                                   ------------------------------------

Total restructuring and impairment
  charges and (credits)                            $      84    $     (33)   $      51
Tax benefit and minority interest                        (51)          12          (39)
                                                   ------------------------------------
Restructuring and impairment
  charges and (credits), net                       $      33    $    (21)    $      12
------------------------------------------------------------------------------------------------------------------------------------


5.   Asbestos Settlement

On  March  28,  2003,  we  announced  that we had  reached  agreement  with  the
representatives  of asbestos  claimants  for the  settlement  of all current and
future   non-premises   asbestos  claims  against  us  and  Pittsburgh   Corning
Corporation (PCC), which might arise from PCC products or operations.

The agreement is expected to be incorporated into a settlement fund as part of a
reorganization  plan  for  PCC.  The  plan  will  be  submitted  to the  federal
bankruptcy  court in  Pittsburgh  for  approval,  and is  subject to a number of
contingencies,  including the resolution of legal  objections that may be raised
at confirmation  hearings to be held in May 2004. We will make our contributions
to the settlement trust under the agreement after the plan is approved,  becomes
effective and is no longer subject to appeal.  We expect the approval process to
be completed in 2004.






When the plan becomes effective, our settlement will require the contribution of
our equity interest in PCC, our one-half  equity interest in Pittsburgh  Corning
Europe N.V. (PCE),  and 25 million shares of our common stock.  The common stock
will be  marked-to-market  each quarter until the  settlement  plan is approved,
thus  resulting  in  adjustments  to  income  and the  settlement  liability  as
appropriate.  The agreement also includes the contribution of cash payments with
a current value of $138 million over six years beginning in June 2005,  which we
may accelerate the full payment to as early as 2005, as needed,  to maximize the
related tax benefits. In addition, we will assign insurance policy proceeds from
our  primary  insurance  and a portion  of our excess  insurance  as part of the
settlement.

We recorded an  additional  charge of $19 million ($18 million after tax) in the
first  quarter of 2004 to reflect the  mark-to-market  value of our common stock
compared to the initial charge of $298 million in the first quarter of 2003. The
minimum  tax  effect  on this  quarter's  charge  reflects  the  fact  that  the
cumulative  asbestos  settlement  charge  recorded  to date is in  excess of the
amount realizable for tax purposes. Beginning with the first quarter of 2003, we
have  recorded  charges of $432 million  ($282 million after tax) to reflect the
settlement and to mark-to-market the value of our common stock.

The carrying  value of our stock in PCE and the fair value of 25 million  shares
of our  common  stock as of March 31,  2004,  have  been  reflected  in  current
liabilities.  The remaining $138 million,  representing the net present value of
the cash payments  discounted at 5.5%, is recorded in  non-current  liabilities.
See Part II-Other  Information,  Item 1. Legal Proceedings for a history of this
matter.

6.   Inventories

Inventories shown on the accompanying balance sheets were comprised of the
following (in millions):
--------------------------------------------------------------------------------
                                 March 31, 2004         December 31, 2003
--------------------------------------------------------------------------------
Finished goods                      $    144               $    141
Work in process                          145                    113
Raw materials and accessories            134                    138
Supplies and packing materials            81                     75
--------------------------------------------------------------------------------
Total inventories                   $    504               $    467
--------------------------------------------------------------------------------

7.   Investments

At March 31, 2004 and December 31, 2003, our total investments  accounted for by
the equity method were $1.0 billion and $978 million,  respectively.  Summarized
results of operations for our two significant  investments  accounted for by the
equity method follow (in millions):

Samsung Corning Precision

--------------------------------------------------------------------------------
                                 For the three months ended March 31,
                                 ------------------------------------
                                      2004                   2003
--------------------------------------------------------------------------------

Statement of Operations:
     Net sales                      $    235               $    107
     Gross profit                   $    179               $     76
     Net income                     $    126               $     50
--------------------------------------------------------------------------------

Our investment in Samsung Corning  Precision Glass Co., Ltd.  ("Samsung  Corning
Precision"),  a 50%-owned  South Korean  based  manufacturer  of liquid  crystal
display glass,  was $319 million and $299 million at March 31, 2004 and December
31, 2003, respectively.






Sales to Samsung  Corning  Precision  totaled $6 million  and $5 million for the
quarters  ended March 31, 2004 and 2003,  respectively.  Purchases  from Samsung
Corning  Precision  totaled $22 million  and $3 million for the  quarters  ended
March 31, 2004 and 2003, respectively.  Balances due to and from Samsung Corning
Precision were immaterial at March 31, 2004 and December 31, 2003.

Dow Corning

--------------------------------------------------------------------------------
                                       For the three months ended March 31,
                                       ------------------------------------
                                            2004               2003
--------------------------------------------------------------------------------

Statement of Operations:
     Net sales                           $    814            $    659
     Gross profit                        $    288            $    186
     Net income                          $     52            $     36
--------------------------------------------------------------------------------

Our  investment in Dow Corning  Corporation  ("Dow  Corning"),  a 50%-owned U.S.
based  manufacturer of silicone  products,  was $191 million and $185 million at
March 31, 2004 and December 31, 2003,  respectively.  For information related to
Dow Corning litigation and bankruptcy proceedings see Part II-Other Information,
Item 1. Legal Proceedings.

8.   Goodwill and Other Intangible Assets



The changes in the carrying amount of goodwill for the three months ended March 31, 2004, were as follows (in millions):
------------------------------------------------------------------------------------------------------------------------------------
                                                 Telecom-               Display           Unallocated
                                                munications          Technologies          and Other            Total
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 
Balance at January 1, 2004                      $  1,576                $    9            $     150          $   1,735
Foreign currency translation                          (2)                                                           (2)
Other                                                 (3)                                                           (3)
------------------------------------------------------------------------------------------------------------------------------------
Balance at March 31, 2004                       $  1,571                $    9            $     150          $   1,730
------------------------------------------------------------------------------------------------------------------------------------


We must exercise judgment in assessing the recoverability of goodwill.  See Risk
Factors and Critical Accounting  Estimates of our Annual Report on Form 10-K for
more information.



Other intangible assets consisted of the following (in millions):
------------------------------------------------------------------------------------------------------------------------------------
                                                          March 31, 2004                             December 31, 2003
                                                 -------------------------------------------------------------------------------
                                                           Accumulated                                 Accumulated
                                                 Gross     Amortization       Net            Gross     Amortization      Net
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Amortized intangible assets:
     Patents and trademarks                      $  144       $    61      $    83           $  145       $   57       $    88
     Non-competition agreements                     112            94           18              113           89            24
     Other                                            4             1            3                4            1             3
                                                 -----------------------------------         -----------------------------------
         Total amortized intangible assets          260           156          104              262          147           115
                                                 -----------------------------------         -----------------------------------

Other intangible assets:
     Intangible pension assets                       51                         51               51                         51
                                                 -----------------------------------         -----------------------------------
Total                                            $  311       $   156      $   155           $  313       $  147       $   166
------------------------------------------------------------------------------------------------------------------------------------


Amortized  intangible  assets are  primarily  related to the  Telecommunications
segment.

Amortization  expense  related  to these  intangible  assets is  expected  to be
approximately $16 million in 2005, $11 million in 2006, $11 million in 2007, and
insignificant thereafter.







9.   Product Warranty Liability



Our product warranty reserves relate primarily to our Telecommunications segment. A reconciliation of the changes in the product
warranty liability during the three months ended March 31 follows (in millions):
------------------------------------------------------------------------------------------------------------------------------------
                                                                     2004                        2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                          
Balance at January 1                                               $   41                       $  64
Provision based on current year sales                                   1
Adjustments to liability existing on January 1                         (2)                         (6)
Foreign currency translation                                           (1)
Settlements made during the current quarter                            (1)                         (4)
                                                                   ------                       -----
Balance at March 31                                                $   38                       $  54
------------------------------------------------------------------------------------------------------------------------------------


10.  Long-Term Debt



During the first quarter of 2004 we issued $400 million of senior unsecured notes and repurchased and retired $332 million of our
long term debt. A summary of our long-term debt and debentures that were affected follows (in millions):
------------------------------------------------------------------------------------------------------------------------------------
                                                               March 31, 2004             December 31, 2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                         
Long-Term Debt                                                  $     2,839                    $   2,788
Less current portion of long-term debt                                  286                          120
                                                                ----------------------------------------
Long-Term Debt                                                  $     2,553                    $   2,668

Summary of debentures affected:
Debentures, 5.9%, due 2014, redeemable                          $       200
Debentures, 6.2%, due 2016, redeemable                          $       200
Convertible debentures, 3.5%, due 2008                          $       452                    $     665
Zero coupon convertible debentures, 2% due 2015,
  redeemable and callable in 2005                               $       268                    $     385
------------------------------------------------------------------------------------------------------------------------------------


Issuance of Long-Term Debt

In March 2004, we issued $400 million of senior  unsecured  notes, of which $200
million  aggregate  principal amount of 5.90% notes mature on March 15, 2014 and
$200 million aggregate principal amount of 6.20% notes mature on March 15, 2016.
These senior unsecured notes were issued under our existing $5 billion universal
shelf registration statement,  which became effective in March 2001. We realized
net proceeds of approximately  $396 million from the issuance of these notes. We
will pay interest on these senior unsecured notes on each March 15 and September
15.

Loss on Repurchases and Retirement of Debt, Net

3.5% convertible debentures
---------------------------
During the first  quarter of 2004,  we issued 22 million  shares of common stock
and paid $24 million in cash in  exchange  for our 3.5%  convertible  debentures
with a book  value  of $213  million  resulting  in a loss of $23  million  ($21
million after tax).






Zero coupon convertible debentures
----------------------------------
During the three  months  ended  March 31,  2004 and 2003,  we  repurchased  and
retired a  significant  portion of our zero  coupon  convertible  debentures  as
follows (dollars in millions):
--------------------------------------------------------------------------------
                                           For the three months ended March 31,
                                           ------------------------------------
                                                   2004             2003
--------------------------------------------------------------------------------

Bonds repurchased or exchanged for equity        150,000          353,500
Book value                                      $    119         $    274
Fair value                                      $    117         $    226
Pre-tax gain (a)                                                 $      4
After-tax gain (a)                                               $      3
--------------------------------------------------------------------------------

(a) Net of the write-off of unamortized issuance and deal costs.

In the first quarter of 2003, we also issued 6.5 million  shares of common stock
from treasury in exchange for 55,000  debentures  with an accreted  value of $43
million, and recognized a charge of $35 million reflecting the fair value of the
incremental  shares issued beyond those required by the terms of the debentures.
The increase in equity due to the issuance of shares from treasury stock was $77
million.

11.  Commitments and Contingencies

In 2003, we adopted the initial  recognition and measurement  provisions of FASB
Interpretation  No.  45  (FIN  45).  We do  not  routinely  provide  significant
third-party  guarantees  and,  as a result,  this  interpretation  has not had a
material effect on our financial statements.

We provide financial guarantees and incur contingent  liabilities in the form of
purchase price adjustments related to attainment of milestones, stand-by letters
of credit and performance  bonds.  These guarantees have various terms, and none
of these guarantees are individually significant. We have also agreed to provide
a  credit  facility  related  to Dow  Corning  as  discussed  in  Note 10 to the
Consolidated  Financial Statements in our 2003 Form 10-K. The funding of the Dow
Corning  $150  million  credit  facility is subject to events  connected  to the
Bankruptcy Plan. As of March 31, 2004, we were contingently liable for the items
described  above  totaling $394 million,  compared with $445 million at December
31, 2003. We believe a significant  majority of these  guarantees and contingent
liabilities will expire without being funded.

From time to time, we are subject to  uncertainties  and  litigation and are not
always able to predict the outcome of these items with assurance.  Various legal
actions,  claims and proceedings are pending against us, including those arising
out  of  alleged  product  defects,  shareholder  matters,  product  warranties,
patents,  asbestos and environmental matters. These issues are discussed in Part
II-Other Information, Item 1. Legal Proceedings of this Form 10-Q.

12.  Comprehensive Income (Loss)

Comprehensive income (loss), net of tax, was as follows (in millions):
--------------------------------------------------------------------------------
                                           For the three months ended March 31,
                                           ------------------------------------
                                              2004                       2003
--------------------------------------------------------------------------------

Net income (loss)                           $   55                     $ (205)
Other comprehensive income                       2                         37
--------------------------------------------------------------------------------
Total comprehensive income (loss)           $   57                     $ (168)
--------------------------------------------------------------------------------







13.  Earnings (Loss) Per Common Share



The reconciliation of the amounts used in the basic and diluted earnings (loss) per common share computations was as follows
(in millions, except per share amounts):
------------------------------------------------------------------------------------------------------------------------------------
                                                                           For the three months ended March 31,
                                                    --------------------------------------------------------------------------------
                                                                     2004                                     2003
                                                    ----------------------------------------   -------------------------------------
                                                       Net         Weighted-      Per Share       Net       Weighted-      Per Share
                                                     Income     Average Shares     Amount        Loss    Average Shares     Amount
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          
Basic earnings (loss) per common share               $    55       1,358          $  0.04      $ (205)        1,200         $ (0.17)
------------------------------------------------------------------------------------------------------------------------------------

Effect of dilutive securities:
   Stock options                                                      37
   7% mandatory convertible preferred stock                           42
------------------------------------------------------------------------------------------------------------------------------------

Diluted earnings (loss) per common share             $    55       1,437          $  0.04      $ (205)        1,200         $ (0.17)
------------------------------------------------------------------------------------------------------------------------------------




The potential common shares excluded from the calculation of diluted earnings (loss) per common share because their effect would be
anti-dilutive and the amount of stock options excluded from the calculation of diluted earnings (loss) per common share because
their exercise price was greater than the average market price of the common shares of the periods presented were as follows
(in millions):
------------------------------------------------------------------------------------------------------------------------------------
                                                                                   For the three months ended March 31,
                                                                                   ------------------------------------
                                                                                            2004        2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Potential common shares excluded from the calculation of diluted earnings (loss)
  per common share:
     Stock options                                                                                         8
     7% mandatory convertible preferred stock                                                             79
     4.875% convertible notes                                                                 6            6
     3.5% convertible debentures                                                             57           69
     Zero coupon convertible debentures                                                       4           16
                                                                                           -----------------
     Total                                                                                   67          178
                                                                                           =================

Stock options excluded from the calculation of diluted earnings (loss) per share
  because the exercise price was greater
  than the average market price of the common shares                                         55           88
------------------------------------------------------------------------------------------------------------------------------------


14.  Operating Segments

Effective with this Quarterly  Report on Form 10-Q, we have revised our segments
from Telecommunications and Technologies to four key operating segments:

..    Telecommunications - manufactures optical fiber and cable, and hardware and
     equipment components for the worldwide telecommunications industry;
..    Display  Technologies - manufactures  liquid crystal display glass for flat
     panel displays (previously included in the Technologies segment);
..    Environmental Technologies - manufactures ceramic substrates for automobile
     and diesel applications  (previously included in the Technologies segment);
     and
..    Life Sciences - manufactures  glass and plastic  consumables for scientific
     applications (previously included in the Technologies segment).




The change in our segment  presentation  reflects how Corning's  Chief Operating
Decision Making ("CODM") group allocates  resources and assesses the performance
of its  businesses.  Specifically,  the CODM  group is  increasing  its level of
review of the  Display  Technologies  segment  significantly  due to the  recent
increase in growth and capital spending in that segment. In addition,  Corning's
CODM group is increasing its review of the  Environmental  Technologies and Life
Sciences  products to strengthen the overall  balance and stability of Corning's
portfolio of businesses.

All  other  businesses  or  product  lines  that do not  meet  the  quantitative
threshold  for  determining   reportable   segments  (e.g.   conventional  video
components, semiconductor materials, and ophthalmic products), certain corporate
investments  (e.g.  Dow Corning and Steuben),  and  unallocated  expenses  (e.g.
research  and other  expenses  related  to new  business  development  and other
corporate items) have been grouped as "Unallocated  and Other".  Unallocated and
Other also represents the  reconciliation  between the totals for the reportable
segments and our consolidated total.

We prepared the financial results for our operating  segments on a basis that is
consistent  with  the  manner  in  which we  internally  disaggregate  financial
information to assist in making  internal  operating  decisions.  We include the
earnings of equity  affiliates  that are closely  associated  with our operating
segments in segment  results.  We have allocated  certain common  expenses among
segments  differently  than  we  would  for  stand-alone  financial  information
prepared in accordance with GAAP.  These expenses  include  interest,  taxes and
corporate  functions.  This method of  preparation  may not be  consistent  with
methods  used by other  companies.  The  accounting  policies  of our  operating
segments are the same as those applied in the consolidated financial statements.



------------------------------------------------------------------------------------------------------------------------------------
Operating Segments                             Telecom-        Display       Environmental     Life     Unallocated     Consolidated
(in millions)                                 munications   Technologies     Technologies    Sciences     and Other         Total
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
For the three months ended March 31, 2004
Net sales                                      $   312        $    230        $    141        $    79      $     82      $    844
Research, development and engineering
  expenses (1)                                 $    25        $     16        $     20        $     9      $     14      $     84
Restructuring, impairment and other charges
  and (credits) (2)                            $    (4)                                                    $     38      $     34
Interest expense (3)                           $    16        $     11        $      5        $     1      $      3      $     36
(Benefit) provision for income taxes           $   (23)       $     26        $      3        $     3      $    (21)     $    (12)
(Loss) income before minority interests and
  equity earnings (4)(5)                       $   (47)       $     53        $      6        $     5      $    (69)     $    (52)
Minority interests                                   1                                                           (1)
Equity in earnings of associated
   companies                                         3              65                                           39           107
                                               -------        --------        --------        -------      --------      --------
Net (loss) income                              $   (43)       $    118        $      6        $     5      $    (31)     $     55
------------------------------------------------------------------------------------------------------------------------------------

For the three months ended March 31, 2003
Net sales                                      $   352        $    117        $    115        $    73      $     89      $    746
Research, development and engineering
  expenses (1)                                 $    38        $     12        $     21        $     7      $     15      $     93
Restructuring, impairment and other charges
  and (credits) (2)                            $    (9)                                                    $     60      $     51
Interest expense (3)                           $    21        $      9        $      5        $     2      $      3      $     40
(Benefit) provision for income taxes           $   (25)       $      6        $      2        $     4      $   (131)     $   (144)
(Loss) income before minority interests and
  equity (losses) earnings (4)(5)              $   (60)       $     13        $      3        $     8      $   (265)     $   (301)
Minority interests (6)                                                                                           37            37
Equity in (losses) earnings of associated
  companies                                         (3)             24               2                           36            59
                                               -------        --------        --------        -------      --------      --------
Net (loss) income                              $   (63)       $     37        $      5        $     8      $   (192)     $   (205)
------------------------------------------------------------------------------------------------------------------------------------




(1)  Non-direct  research,  development and  engineering  expenses are allocated
     based upon direct project spending for each segment.
(2)  Related tax (expense) benefit:
         Three months ended March 31, 2004: $(1), $0, $0, $0, $15 and $14.
         Three months ended March 31, 2003: $(4), $0, $0, $0, $12 and $8.
(3)  Interest  expense is allocated to segments based on a percentage of segment
     net operating assets.  Consolidated  subsidiaries with independent  capital
     structures do not receive additional allocations of interest expense.
(4)  Many of Corning's  administrative  and staff  functions  are performed on a
     centralized  basis.  Where  practicable,  Corning charges these expenses to
     segments  based upon the extent to which each  business  uses a centralized
     function. Other staff functions, such as corporate finance, human resources
     and legal are allocated to segments, primarily as a percentage of sales.
(5)  Includes an allocation of  depreciation  of corporate  property,  plant and
     equipment not specifically  identifiable to a segment.  Related depreciable
     assets are not allocated to segment assets.
(6)  Includes  $30 related to  impairment  of  long-lived  assets of CAV for the
     three months ended March 31, 2003.



A reconciliation of reportable segment net income (loss) to consolidated net
income (loss) follows (in millions):
----------------------------------------------------------------------------------------------------------------
                                                                    For the three months ended March 31,
                                                                    ------------------------------------
                                                                           2004              2003
----------------------------------------------------------------------------------------------------------------
                                                                                    
Net income (loss) of reportable segments                                 $      86        $     (13)
Non-reportable operating segments net loss (1)                                 (18)             (21)
Unallocated amounts:
    Non-segment loss and other (2)                                              (3)             (15)
    Non-segment restructuring, impairment and
       other (charges) and credits
    Asbestos settlement                                                        (19)            (298)
    Interest income                                                              6                8
    (Loss) gain on repurchases of debt                                         (23)               4
    Benefit for income taxes (3)                                                 2              112
    Equity in earnings of associated companies (4)                              24               18
                                                                         ---------        ---------
Net income (loss)                                                        $      55        $    (205)
----------------------------------------------------------------------------------------------------------------


(1)  Includes the results of non-reportable operating segments.
(2)  Includes  the  results  of  non-segment   operations  and  other  corporate
     activities.
(3)  Includes tax  associated  with  non-segment  restructuring,  impairment and
     other charges.
(4)  Includes amounts derived from corporate investments,  primarily Dow Corning
     Corporation.







ITEM 2.
                     Management's Discussion and Analysis of
                     ---------------------------------------
                  Financial Condition and Results of Operations
                  ---------------------------------------------

Overview

We continue to focus on three key  priorities  in 2004: to protect our financial
health, to improve our  profitability,  and to invest in the future. We continue
to make progress towards all three in 2004.

Financial Health
In the first  quarter of 2004,  we improved our balance  sheet  through  several
transactions  including  issuing $400  million in principal of senior  unsecured
notes at historically  low rates and at very attractive  terms.  The new capital
will  enable  us to repay  existing  debt to  extend  the  duration  of our debt
portfolio and to fund capital spending.  In addition, we reduced our zero coupon
and 3.5% debentures by $332 million through our ongoing debt reduction  program.
Our debt to capital  ratio  improved to 33% at March 31, 2004 compared to 34% at
December 31, 2003.

Profitability
For the first  quarter of 2004,  we had net income of $55 million,  or $0.04 per
share,  compared to a net loss of $205  million or $0.17 per share for the first
quarter  of 2003.  Our  profitability  in the first  quarter  of 2004 was driven
primarily by the smaller charge related to the asbestos settlement,  significant
growth of our Display Technologies  segment, and improved operating results from
our Telecommunications segment.

Investing in our Future
We are  investing in a wide variety of  technologies  including  liquid  crystal
displays,  diesel  filters and  substrates,  and the optical fiber,  cable,  and
hardware and  equipment  that will enable  fiber-to-the-premises.  Our research,
development and engineering  expenses were 10% of our sales in the first quarter
of 2004.  The decline from the first  quarter of 2003 was due to the exit of the
photonics product line within the Telecommunications segment in mid 2003.

Capital  spending in the first quarter of 2004 and 2003 was $134 million and $55
million,  respectively.  The  majority  of our  capital  spending  was to expand
capacity for our Display Technologies  segment. As a result of market expansion,
we expect our 2004 consolidated  capital spending to approximate $650 million to
$700 million,  of which $425 million to $475 million will be to expand  capacity
for liquid crystal display glass production.






RESULTS OF CONTINUING OPERATIONS



Selected highlights for the first quarter were as follows (dollars in millions):
-----------------------------------------------------------------------------------------------------------------------
                                                                             For the three months ended March 31,
                                                                             ------------------------------------
                                                                                  2004                  2003
-----------------------------------------------------------------------------------------------------------------------
                                                                                               
Net sales                                                                       $    844             $     746

Gross margin                                                                    $    300             $     200
  (gross margin %)                                                                   36%                   27%

Selling, general and administrative expenses                                    $    160             $     152
  (as a % of net sales)                                                              19%                   20%

Research, development and engineering expenses                                  $     84             $      93
  (as a % of net sales)                                                              10%                   12%

Restructuring, impairment and other charges and credits                         $     34             $      51
  (as a % of net sales)                                                               4%                    7%

Asbestos settlement                                                             $     19             $     298
  (as a % of net sales)                                                               2%                   40%

Operating loss                                                                  $    (7)             $   (403)
  (as a % of net sales)                                                             (1)%                 (54)%

Benefit for income taxes                                                        $   (12)             $   (144)
  (as a % of net sales)                                                             (1)%                 (19)%

Equity in earnings of associated companies                                      $    107             $      59
  (as a % of net sales)                                                              13%                    8%

Net income (loss)                                                               $     55             $   (205)
  (as a % of net sales)                                                               7%                 (27)%
-----------------------------------------------------------------------------------------------------------------------


Net Sales
Consolidated  net sales for the first three months of 2004 increased 13%, or $98
million,  from sales  reported in the prior year  quarter.  The increase was due
primarily to our Display  Technologies  segment  where higher  demand for liquid
crystal display glass  continues to grow  significantly  and favorable  exchange
rates, offset by sales decreases totaling $41 million related to the exit of CAV
and our  photonics  product  line within the  Telecommunications  segment in mid
2003.

Gross Margin
As a  percentage  of net  sales,  gross  margin  improved  9 points in the first
quarter of 2004 to 36%,  compared to the prior year quarter.  The improvement is
primarily   due  to   improved   manufacturing   efficiencies   in  our  Display
Technologies, Environmental Technologies and Life Sciences segments.

Selling, General and Administrative Expenses
Selling, general and administrative (SG&A) expenses increased 5%, or $8 million,
in the first  quarter  of 2004,  compared  to the prior  year  quarter  but as a
percentage  of net sales  improved 1 point  compared  with the first  quarter of
2003.

Research, Development and Engineering
Research,  development  and  engineering  expenses  (RD&E)  decreased 10%, or $9
million,  for the first quarter of 2004,  compared to the first quarter of 2003.
As a percentage of net sales, RD&E decreased 2 points for the same period.  This
decrease  is the result of our exit of the  photonics  product  line  within the
Telecommunications segment in mid 2003.






Restructuring, Impairment and Other Charges and Credits
Restructuring,  impairment  and other charges and credits  decreased 33%, or $17
million,  for the first quarter of 2004,  compared to the first quarter of 2003.
See Note 4 for additional information.

Asbestos Settlement
We incurred a $19 million  charge  related to the  quarterly  mark-to-market  of
Corning's  common  stock in the first  quarter of 2004,  compared to our initial
$298  million  charge in the first  quarter of 2003.  See Note 5 for  additional
information.

Operating Loss
We  incurred  an  operating  loss of $7  million  in the first  quarter of 2004,
compared  to an  operating  loss of $403  million in 2003.  The  decrease in the
operating  loss was  primarily  due to the  improvements  in gross  margin and a
decrease in the asbestos  charge.  As a percentage  of net sales,  the operating
loss improved 53 points over the prior year quarter.

Income Taxes
Our benefit for income  taxes and the related  effective  benefit  rates were as
follows (in millions):
--------------------------------------------------------------------------------
                                     For the three months ended March 31,
                                     ------------------------------------
                                          2004                   2003
--------------------------------------------------------------------------------
Benefit for income taxes               $   (12)               $   (144)
Effective benefit rate                   (19.2)%                 (32.4)%
--------------------------------------------------------------------------------

The effective  benefit rate for the first quarter of 2004 and 2003 is lower than
the U.S.  statutory  income  tax rate of 35%.  Our  effective  benefit  rate was
impacted by restructuring, impairment and other charges, asbestos settlement and
debt  transactions.  The effective  benefit rate without  consideration of these
items was 33% for the first  quarter  of 2004 and 30% for the first  quarter  of
2003.

At March 31, 2004, we have recorded gross  deferred tax assets of  approximately
$2.0  billion with a valuation  allowance of  approximately  $450  million.  The
valuation allowance is primarily  attributable to the uncertainty  regarding the
realization of specific foreign and state tax benefits, net operating losses and
tax credits.  The net deferred tax assets of approximately  $1.5 billion consist
of a combination  of domestic  (U.S.  federal,  state and local) and foreign tax
benefits  for:  (a) items which have been  recognized  for  financial  reporting
purposes,  but which will be  reported on tax returns to be filed in the future,
and (b)  loss and tax  credit  carryforwards.  We have  performed  the  required
assessment of positive and negative  evidence  regarding the  realization of the
net  deferred  tax  assets in  accordance  with SFAS No.  109.  This  assessment
included  the  evaluation  of scheduled  reversals of deferred tax  liabilities,
estimates of projected future taxable income and tax-planning strategies as well
as related key assumptions, which are further described in Note 9 - Income Taxes
to the consolidated financial statements in Corning's 2003 Annual Report on Form
10-K. We believe the key  assumptions  underlying our assessment  continue to be
appropriate.  Although realization is not assured,  based on our assessment,  we
have  concluded  that it is more  likely than not that such  assets,  net of the
existing valuation  allowance,  will be realized.  See Risk Factors and Critical
Accounting Estimates in our Annual Report on Form 10-K for more information.







Equity Earnings
Equity  earnings  increased  $48  million,  or 81%,  compared  to the prior year
quarter,  primarily due to the strong  performance of Samsung Corning  Precision
and Dow Corning. A summary of equity earnings follows (in millions):
--------------------------------------------------------------------------------
                                            For the three months ended March 31,
                                            ------------------------------------
                                                  2004              2003
--------------------------------------------------------------------------------
Samsung Corning Precision                       $    65            $  24
Dow Corning                                          24               18
All other                                            18               17
                                                -------            -----
Total equity earnings                           $   107            $  59
--------------------------------------------------------------------------------

Dow  Corning  will  take a charge  in the  second  quarter  as a result of their
restructuring  and cost  reduction  program.  Our share of these charges will be
approximately  $10 million,  and will be reported  within equity earnings in the
second quarter of 2004.

See Note 7 for additional  information relating to Samsung Corning Precision and
Dow Corning's operating results.

Net Income (Loss)
As a result of the  above,  our net  income  (loss)  and per  share  data was as
follows (in millions, except per share amounts):
--------------------------------------------------------------------------------
                                            For the three months ended March 31,
                                            ------------------------------------
                                                   2004             2003
--------------------------------------------------------------------------------

Net income (loss)                               $      55        $    (205)
Basic earnings (loss) per common share          $    0.04        $   (0.17)
Diluted earnings (loss) per common share        $    0.04        $   (0.17)
Shares used in computing per share amounts:
     Basic                                          1,358            1,200
     Diluted                                        1,437            1,200
--------------------------------------------------------------------------------

OPERATING SEGMENTS

Effective with this Quarterly  Report on Form 10-Q, we have revised our segments
from Telecommunications and Technologies to four key operating segments:

..    Telecommunications - manufactures optical fiber and cable, and hardware and
     equipment components for the worldwide telecommunications industry;
..    Display  Technologies - manufactures  liquid crystal display glass for flat
     panel displays (previously included in the Technologies segment);
..    Environmental Technologies - manufactures ceramic substrates for automobile
     and diesel applications  (previously included in the Technologies segment);
     and
..    Life Sciences - manufactures  glass and plastic  consumables for scientific
     applications (previously included in the Technologies segment).

The change in our segment  presentation  reflects how Corning's  Chief Operating
Decision Making ("CODM") group allocates  resources and assesses the performance
of its  businesses.  Specifically,  the CODM  group is  increasing  its level of
review of the  Display  Technologies  segment  significantly  due to the  recent
increase in growth and capital spending in that segment. In addition,  Corning's
CODM group is increasing its review of the  Environmental  Technologies and Life
Sciences  products to strengthen the overall  balance and stability of Corning's
portfolio of businesses.






All  other  businesses  or  product  lines  that do not  meet  the  quantitative
threshold  for  determining   reportable   segments  (e.g.   conventional  video
components, semiconductor materials, and ophthalmic products), certain corporate
investments  (e.g.  Dow Corning and Steuben),  and  unallocated  expenses  (e.g.
research  and other  expenses  related  to new  business  development  and other
corporate items) have been grouped as "Unallocated  and Other".  Unallocated and
Other also represents the  reconciliation  between the totals for the reportable
segments and our consolidated total.

We prepared the financial results for our operating  segments on a basis that is
consistent  with  the  manner  in  which we  internally  disaggregate  financial
information to assist in making  internal  operating  decisions.  We include the
earnings of equity  affiliates  that are closely  associated  with our operating
segments in segment  results.  We have allocated  certain common  expenses among
segments  differently  than  we  would  for  stand-alone  financial  information
prepared in accordance with GAAP.  These expenses  include  interest,  taxes and
corporate  functions.  This method of  preparation  may not be  consistent  with
methods  used by other  companies.  The  accounting  policies  of our  operating
segments are the same as those applied in the consolidated financial statements.

See Exhibit 99.1 for revised  segment data related to the years ended 2003, 2002
and 2001.

Telecommunications
In 2003, we exited the photonic technologies product line. The following table
provides net sales and other data (in millions):
--------------------------------------------------------------------------------
                                            For the three months ended March 31,
                                            ------------------------------------
                                                     2004          2003
--------------------------------------------------------------------------------

Net sales:
   Optical fiber and cable                         $   149        $   193
   Hardware and equipment                              163            141
   Photonic technologies                                               18
                                                   -------        -------
     Total net sales                               $   312        $   352
                                                   =======        =======

Net (loss)                                         $   (43)       $   (63)
                                                   =======        =======

Segment net loss as a percentage of segment sales      (14)%          (18)%
--------------------------------------------------------------------------------

Sales  decreased 11%, or $40 million,  for the first quarter of 2004 compared to
the prior year quarter.  This  decrease was  primarily  due to unusually  strong
demand in Japan and China in the first  quarter of 2003 that was not repeated in
the  first  quarter  of 2004,  price  reductions  and the exit of the  photonics
business in 2003. Net loss decreased 32%, or $20 million,  for the first quarter
of 2004 compared to the prior year quarter. This improvement was due to the exit
of the  photonics  business in 2003 and the full  benefit of 2002  restructuring
actions.

Outlook:
--------
We expect sales in the second quarter of 2004 to increase  compared to the first
quarter of 2004 due primarily to volume  increases  associated with the market's
historical seasonal cycle and moderate pricing declines.









Display Technologies
The following table provides net sales and other data (in millions):
----------------------------------------------------------------------------------------------------------
                                                                For the three months ended March 31,
                                                                ------------------------------------
                                                                       2004             2003
----------------------------------------------------------------------------------------------------------
                                                                                
Sales                                                                $    230         $     117
Income before equity earnings                                        $     53         $      13
Equity earnings of associated companies                              $     65         $      24
Net income                                                           $    118         $      37

Segment income before equity earnings as a percentage
  of segment sales                                                        23%               11%
Segment net income as a percentage of segment sales                       51%               32%
----------------------------------------------------------------------------------------------------------


Sales of liquid crystal  display glass  increased 97%, or $113 million,  for the
first  quarter of 2004,  compared  to the prior year  quarter due  primarily  to
volume increases of more than 70%,  favorable foreign exchange rates, and modest
pricing  increases due to product mix.  Income before equity  earnings more than
quadrupled  due to the  significant  increase  in  sales  as  well  as  improved
manufacturing efficiencies.  Equity earnings from Samsung Corning Precision more
than doubled  compared to the prior year  quarter due to sales volume  increases
and  improved   manufacturing   performance.   As  a  result  of  sales  growth,
manufacturing improvements,  and increased equity earnings, net income more than
tripled.

Outlook:
--------
We expect sales volume in the second quarter of 2004 to increase between 10% and
15%  compared to the first  quarter and pricing to be stable.  In  addition,  we
expect to remain sold out throughout the quarter and plan to bring on additional
capacity throughout the year.




Environmental Technologies
The following table provides net sales and other data (in millions):
----------------------------------------------------------------------------------------------------------
                                                                For the three months ended March 31,
                                                                ------------------------------------
                                                                       2004             2003
----------------------------------------------------------------------------------------------------------
                                                                                
Sales                                                                $    141         $     115
Net income                                                           $      6         $       5

Segment net income as a percentage of segment sales                        4%                4%
----------------------------------------------------------------------------------------------------------


Sales in the Environmental  Technologies  segment increased 23%, or $26 million,
for the first quarter of 2004, compared to the prior year quarter, primarily due
to strong demand for our  thin-wall  automotive  substrate and diesel  products.
Income increased for the quarter  compared to the prior year quarter,  primarily
due to higher sales, offset by higher development spending related to our diesel
products.

Outlook:
--------
For the second quarter of 2004, we expect sales to be comparable  with the first
quarter.






Life Sciences
The Life Sciences segment produces scientific laboratory products. The following
table provides net sales and other data (in millions):
--------------------------------------------------------------------------------
                                           For the three months ended March 31,
                                           ------------------------------------
                                               2004             2003
--------------------------------------------------------------------------------

Sales                                       $      79         $     73
Net income                                  $       5         $      8

Segment net income as a percentage
  of segment sales                                 6%              11%
--------------------------------------------------------------------------------

Sales in the life sciences  segment  increased 8%, or $6 million,  for the first
quarter of 2004,  compared to the prior year  quarter  primarily  due to volume.
Income decreased compared to the prior year quarter primarily due to a gain from
the disposition of a minor product line in the first quarter of 2003.

Outlook:
--------
For the second quarter of 2004, we expect sales to be comparable  with the first
quarter.




Unallocated and Other
The following table provides net sales and other data (in millions):
---------------------------------------------------------------------------------------------------------------
                                                                      For the three months ended March 31,
                                                                      ------------------------------------
                                                                              2004             2003
---------------------------------------------------------------------------------------------------------------
                                                                                       
Net sales:
   Conventional Video Components                                           $       2         $     25
   Other businesses                                                               75               58
                                                                           ---------         --------
     Total net sales                                                       $      77         $     83
                                                                           =========         ========

Non-reportable operating segments net loss                                 $     (18)        $    (21)
Non-reportable operating segments net loss as a percentage
   of non-reportable operating segment sales                                   (23)%            (25)%
---------------------------------------------------------------------------------------------------------------


Sales  decreased  7%, or $6 million,  due  primarily  to our  decision  with our
partner to shut down CAV, a 51% owned  venture  that  manufactured  conventional
video components,  offset by sales increases from our other  businesses.  Losses
decreased   compared  to  the  prior  year   quarter  due   primarily  to  lower
restructuring, impairment and other charges and an improvement in gross margins.

LIQUIDITY AND CAPITAL RESOURCES

Financing Structure
In March  2004,  we issued  $400  million of senior  unsecured  notes  under our
existing  $5  billion  universal  shelf  registration  statement,  which  became
effective in March 2001. We realized net proceeds of approximately  $396 million
from the  issuance of these notes.  As of May 4, 2004,  our  remaining  capacity
under the shelf registration was approximately $2.5 billion.

During the first  quarter of 2004,  we issued 22 million  shares of common stock
and paid $24 million in cash in  exchange  for our 3.5%  convertible  debentures
with a book value of $213 million.  In addition,  we repurchased 150 thousand of
our zero coupon  convertible  debentures with a book value $119 million for $117
million in cash.  As a result of these  transactions,  we recorded a loss of $23
million ($21 million after tax). See Note 10 for additional  information related
to our debt activity in the first quarter.






As an additional source of funds, we currently have full unrestricted  access to
a $2 billion  revolving  credit  facility with 17 banks,  expiring on August 17,
2005. As of March 31, 2004,  there were no borrowings under the credit facility.
The facility includes one financial covenant limiting the ratio of total debt to
total capital, as defined, to not greater than 60%. At March 31, 2004 this ratio
was 33%.

Capital Spending
Capital spending totaled $134 million and $55 million in the first quarter ended
March 31, 2004 and 2003,  respectively.  We expect our 2004 consolidated capital
spending to approximate $650 million to $700 million.

Restructuring
During the first  quarter of 2004,  we made  payments of $28 million  related to
employee  severance  and  termination  costs and $6  million in other exit costs
resulting from restructuring  actions. We expect additional payments for actions
taken in 2001, 2002 and 2003 to range from $50 million to $65 million in 2004.

Key Balance Sheet Data
At March  31,  2004,  cash and  short-term  investments  totaled  $1.5  billion,
compared with $1.3 billion at December 31, 2003.  The increase was primarily due
to cash  proceeds  received  from the  issuance of the $400 in senior  unsecured
notes, offset by repurchases of long-term debt and capital spending in the first
quarter.



Balance sheet and working capital measures are provided in the following table (dollars in millions):
----------------------------------------------------------------------------------------------------------------------------
                                                                      As of March 31,       As of December 31,
                                                                      ---------------       ------------------
                                                                           2004                    2003
----------------------------------------------------------------------------------------------------------------------------
                                                                                           
Working capital                                                           $ 1,244                $ 1,141
Working capital, excluding cash and short-term investments                $  (217)               $  (125)
Current ratio                                                               1.7:1                  1.7:1
Trade accounts receivable, net of allowances                              $   544                $   525
Days sales outstanding                                                         58                     58
Inventories                                                               $   504                $   467
Inventory turns                                                               4.5                    4.8
Days payable outstanding                                                       62                     52
Long-term debt                                                            $ 2,553                $ 2,668
Total debt to total capital                                                   33%                    34%
----------------------------------------------------------------------------------------------------------------------------




Credit Ratings
Our credit ratings remain unchanged from those disclosed in the 2003 Form 10-K as follows:
----------------------------------------------------------------------------------------------------------------------------
RATING AGENCY                                     Rating                         Rating                      Outlook
Last Update                                   Long-Term Debt                Commercial Paper               Last Update
----------------------------------------------------------------------------------------------------------------------------
                                                                                               
Standard & Poor's                                   BB+                             B                        Stable
    July 29, 2002                                                                                       January 16, 2004

Moody's                                             Ba2                         Not Prime                    Stable
    July 29, 2002                                                                                       November 19, 2003

Fitch                                               BB                              B                        Stable
    July 24, 2002                                                                                         July 24, 2003
----------------------------------------------------------------------------------------------------------------------------







Management Assessment of Liquidity
Our major source of funding for 2004 and beyond will be our existing  balance of
cash, cash equivalents and short-term investments. We believe we have sufficient
liquidity  for the next several  years to fund  operations,  restructuring,  the
asbestos  settlement,   research  and  development,   capital  expenditures  and
scheduled debt repayments.

Off Balance Sheet Arrangements
We have two variable  interest entities ("VIEs") that are not consolidated as we
are not the primary beneficiary. The assets and debt of these entities total $11
million.  Our maximum loss  exposure as a result of our  involvement  with these
VIEs is approximately $18 million. This amount represents payments that would be
due to the lessor in the event of a total loss of the assets. We carry insurance
coverage for this risk.

Contractual Obligations
There have been no material  changes  outside the ordinary course of business in
the  contractual  obligations  disclosed in our Annual Report on Form 10-K under
the caption "Contractual Obligations."

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial  statements  requires  management to make estimates
and  assumptions  that affect  amounts  reported  therein.  The  estimates  that
required  management's  most  difficult,  subjective  or complex  judgments  are
described in our 2003 Annual  Report on Form 10-K and remain  unchanged  through
the first quarter of 2004.

ENVIRONMENT

We have been named by the  Environmental  Protection  Agency under the Superfund
Act,  or by  state  governments  under  similar  state  laws,  as a  potentially
responsible party for 13 active hazardous waste sites.  Under the Superfund Act,
all  parties  who may have  contributed  any waste to a  hazardous  waste  site,
identified  by such  Agency,  are jointly and  severally  liable for the cost of
cleanup unless the Agency agrees  otherwise.  It is our policy to accrue for the
estimated   liability  related  to  Superfund  sites  and  other   environmental
liabilities  related  to  property  owned  and  operated  by us based on  expert
analysis and continual monitoring by both internal and external consultants.  We
have  accrued   approximately  $21  million  for  the  estimated  liability  for
environmental  cleanup and related  litigation at March 31, 2004. Based upon the
information  developed  to  date,  we  believe  that  the  accrued  amount  is a
reasonable  estimate of our liability and that the risk of an additional loss in
an amount materially higher than that accrued is remote.






FORWARD-LOOKING STATEMENTS

The  statements in this Quarterly  Report on Form 10-Q, in reports  subsequently
filed by Corning with the SEC on Forms 8-K, and related  comments by  management
which  are not  historical  facts  or  information  and  contain  words  such as
"believes,"  "expects,"  "anticipates,"  "estimates,"  "forecasts,"  and similar
expressions are forward-looking  statements.  These  forward-looking  statements
involve  risks  and  uncertainties  that may  cause  the  actual  outcome  to be
materially different.  Such risks and uncertainties include, but are not limited
to:

-    global economic and political conditions;
-    tariffs, import duties and currency fluctuations;
-    product demand and industry capacity;
-    competitive products and pricing;
-    sufficiency of manufacturing capacity and efficiencies;
-    cost reductions;
-    availability and costs of critical components and materials;
-    new product development and commercialization;
-    order activity and demand from major customers;
-    fluctuations in capital spending by customers in the liquid crystal display
     industry and other business segments;
-    changes in the mix of sales between premium and non-premium products;
-    possible  disruption in commercial  activities  due to terrorist  activity,
     armed conflict, political instability or major health concerns;
-    facility expansions and new plant start-up costs;
-    effect of regulatory and legal developments;
-    capital resource and cash flow activities;
-    ability to pace capital spending to anticipated  levels of customer demand,
     which may fluctuate;
-    equity company activities;
-    interest costs;
-    credit rating and ability to obtain  financing and capital on  commercially
     reasonable terms;
-    adequacy and availability of insurance;
-    financial risk management;
-    acquisition and divestiture activities;
-    rate of technology change;
-    level of excess or obsolete inventory;
-    ability to enforce patents;
-    adverse litigation;
-    product and components performance issues;
-    stock price fluctuations, and
-    other risks detailed in Corning's SEC filings.







ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Disclosures

There have been no material changes to our market risk exposure during the first
three months of 2004. For a discussion of our exposure to market risk,  refer to
Item 7A, Quantitative and Qualitative  Disclosures About Market Risks, contained
in our 2003 Annual Report on Form 10-K.


ITEM 4.  CONTROLS AND PROCEDURES

The  company  carried  out an  evaluation,  under the  supervision  and with the
participation  of  the  company's  management,  including  the  company's  chief
executive officer and its chief financial  officer,  of the effectiveness of the
design and operation of the company's  disclosure  controls and procedures as of
March 31, 2004,  the end of the period  covered by this  report.  Based upon the
evaluation,  the chief executive  officer and chief financial  officer concluded
that as of the Evaluation Date, the company's disclosure controls and procedures
are effective to ensure that information required to be disclosed by the company
in  reports  that it  files or  submits  under  the  Exchange  Act is  recorded,
processed,  summarized  and  reported  within  the  time  periods  specified  in
Securities and Exchange Commission rules and forms.

During the fiscal quarter ended March 31, 2004,  there has been no change in our
internal  control over financial  reporting  that has materially  affected or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.






                           Part II - Other Information

ITEM 1.  LEGAL PROCEEDINGS

Environmental Litigation. Corning has been named by the Environmental Protection
Agency under the  Superfund  Act, or by state  governments  under  similar state
laws, as a potentially  responsible  party at 13 active  hazardous  waste sites.
Under the  Superfund  Act, all parties who may have  contributed  any waste to a
hazardous  waste site,  identified  by such  Agency,  are jointly and  severally
liable  for the cost of  cleanup  unless  the  Agency  agrees  otherwise.  It is
Corning's  policy to accrue for its  estimated  liability  related to  Superfund
sites and other  environmental  liabilities related to property owned by Corning
based on expert analysis and continual  monitoring by both internal and external
consultants.  Corning has accrued  approximately  $21 million for its  estimated
liability for environmental cleanup and litigation at March 31, 2004. Based upon
the information  developed to date, management believes that the accrued reserve
is a reasonable  estimate of the Company's estimated liability and that the risk
of an  additional  loss in an amount  materially  higher  than that  accrued  is
remote.

Schwinger and Stevens  Toxins  Lawsuits.  In April 2002,  Corning was named as a
defendant in two actions,  Schwinger  and  Stevens,  filed in the U.S.  District
Court for the Eastern  District of New York,  which  asserted  various  personal
injury and property  damage  claims  against a number of  corporate  defendants.
These  claims  allegedly  arise  from the  release  of toxic  substances  from a
Sylvania  nuclear  materials  processing  facility  near  Hicksville,  New York.
Amended  complaints  naming 205 plaintiffs  and seeking  damages in excess of $3
billion  were served in  September  2002.  The sole basis of  liability  against
Corning was plaintiffs' claim that Corning was the successor to Sylvania-Corning
Nuclear  Corporation,  a Delaware  corporation  formed in 1957 and  dissolved in
1960.  Management  intends to vigorously  contest all claims against Corning for
the reason that  Corning is not the  successor to  Sylvania-Corning.  Management
will also defend on the grounds that almost all of the wrongful death claims and
personal injury claims are time-barred. At a status conference in December 2002,
the Court  decided to  "administratively  close" the Schwinger and Stevens cases
and  ordered   plaintiffs'   counsel  to  bring  new  amended   complaints  with
"bellwether" plaintiffs. In these actions, known as Schwinger II and Astuto, the
plaintiffs  have not named  Corning as a  defendant.  Although  it appears  that
plaintiffs may proceed only against the other corporate defendants, the original
Schwinger  and  Stevens  cases  remain  pending  and no order  has been  entered
dismissing  Corning.   Based  upon  the  information   developed  to  date,  and
recognizing  that the outcome of litigation is  uncertain,  management  believes
that the  likelihood  of a  materially  adverse  impact to  Corning's  financial
statements is remote.

Dow  Corning  Bankruptcy.  Corning and Dow  Chemical  each own 50% of the common
stock of Dow Corning, which has been in reorganization proceedings under Chapter
11 of the U.S.  Bankruptcy Code since May 1995. Dow Corning filed for bankruptcy
protection to address pending and claimed liabilities arising from many thousand
breast-implant product lawsuits each of which typically sought damages in excess
of one million dollars.  On November 8, 1998, Dow Corning and the Tort Claimants
Committee  jointly  filed a revised  Plan of  Reorganization  (Joint Plan) which
provided for the  settlement or other  resolution of implant  claims.  The Joint
Plan included releases for third parties  (including Corning and Dow Chemical as
shareholders) in exchange for contributions to the Joint Plan. By an order dated
November 30, 1999,  the  Bankruptcy  Court  confirmed  the Joint Plan,  but with
certain  limitations  concerning  the third party  releases as  reflected  in an
opinion  issued on December 21, 1999.  On November 13, 2000,  the U.S.  District
Court for the Eastern  District  of Michigan  reversed  the  Bankruptcy  Court's
order, restored the third-party releases,  and confirmed the Joint Plan. Certain
foreign  claimants,  the U.S.  government,  and  certain  other  tort  claimants
appealed from the District Court's order. On January 29, 2002, the U.S. Court of
Appeals for the Sixth Circuit affirmed the  determinations  made in the District
Court with respect to the foreign claimants,  but remanded to the District Court
for  further  proceedings  with  respect  to  certain  lien  claims  of the U.S.
government and with respect to the findings  supporting the non-debtor  releases
in favor of Dow Corning's  shareholders,  foreign subsidiaries and insurers. The
Plan  proponents  have settled the lien claims of the U.S.  government  for $9.8
million to be paid from the  Settlement  Fund under the Plan.  On  December  11,
2002, the District Court entered further findings and conclusions supporting the
non-debtor  releases.  Certain tort claimants filed appeals to the U.S. Court of
Appeals for the Sixth  Circuit from the  District  Court's  order,  but all such
appeals were later  dismissed.  On April 2, 2004 the District Court  established
June 1, 2004 as the effective  date of the Plan. Any remaining  personal  injury
claims  against  Corning in these  matters will be  channeled to the  resolution
procedures under the Joint Plan.






Under the terms of the Joint Plan, Dow Corning will establish a Settlement Trust
and a  Litigation  Facility to provide a means for tort  claimants  to settle or
litigate  their claims.  Dow Corning would have the obligation to fund the Trust
and  the  Facility,  over  a  period  of up  to 16  years,  in an  amount  up to
approximately  $3.3 billion,  subject to the  limitations,  terms and conditions
stated in the Joint Plan. Corning and Dow Chemical have each agreed to provide a
credit  facility  to Dow  Corning  of up to $150  million  ($300  million in the
aggregate),  subject to the terms and  conditions  stated in the Joint Plan. The
Joint Plan also provides for Dow Corning to make full payment,  through cash and
issuance of senior notes,  to its commercial  creditors.  These  creditors claim
approximately  $810 million in  principal  plus an  additional  sum for pendency
interest,  costs and fees from the  petition  date (May 15,  1995)  through  the
effective  date under the Plan when payment is made.  The  commercial  creditors
have  contested  the  Bankruptcy  Court's   disallowance  of  their  claims  for
post-petition  interest at default  rates of interest,  and have appealed to the
District Court. The District Court heard oral arguments on this appeal on May 2,
2002, and on March 31, 2004 affirmed the ruling by the Bankruptcy  Court.  It is
possible that the commercial  creditors will seek further  consideration  in the
District Court or pursue an appeal.

In 1995,  Corning  fully  impaired its  investment in Dow Corning upon its entry
into  bankruptcy  proceedings  and did not  recognize  equity  earnings from the
second quarter of 1995 through the end of 2002. Corning began recognizing equity
earnings  in the  first  quarter  of 2003  when  management  concluded  that its
emergence  from  bankruptcy  protection  was probable  based upon the Bankruptcy
Court's  findings on December 11, 2002. With the exception of the possibility of
a future bankruptcy related charge, Corning considers the difference between the
carrying  value  of its  investment  in Dow  Corning  and its 50%  share  of Dow
Corning's equity to be permanent. This difference is $270 million.

Corning  received no  dividends  from Dow Corning in 2003 and does not expect to
receive any in 2004.

Implant  Tort  Lawsuits.  Corning  and Dow  Chemical,  the  shareholders  of Dow
Corning,  were named in a number of state and  federal  tort  lawsuits  alleging
injuries  arising from Dow Corning's  implant  products.  The claims against the
shareholders  alleged a variety of direct or indirect theories of liability.  In
1992, the federal breast implants cases were  coordinated for pretrial  purposes
in the U.S. District Court,  Northern District of Alabama (Judge Sam C. Pointer,
Jr.).  In April 1995,  the District  Court  granted  Corning a summary  judgment
dismissing it from over 4,000 federal court cases.  On March 12, 1996,  the U.S.
Court of Appeals for the Eleventh Circuit dismissed the plaintiffs'  appeal from
that judgment.  In state court litigation,  Corning was awarded summary judgment
in  California,  Connecticut,  Illinois,  Indiana,  Michigan,  Mississippi,  New
Jersey,  New York,  Pennsylvania,  Tennessee,  and  Dallas,  Harris  and  Travis
Counties  in Texas,  thereby  dismissing  approximately  7,000 state  cases.  In
Louisiana,  Corning's  summary  judgment was vacated by an intermediate  appeals
court in Louisiana as premature.  The Louisiana  cases were  transferred  to the
U.S.  District  Court for the Eastern  District of  Michigan  (Michigan  Federal
Court) to which substantially all breast implant cases were transferred in 1997.
In the Michigan Federal Court,  Corning is named as a defendant in approximately
70 pending cases (including some cases with multiple claimants),  in addition to
the  transferred  Louisiana  cases.  The Michigan  Federal Court heard Corning's
motion for summary judgment on February 27, 1998, but has not ruled. In light of
the  confirmation of the Plan of  Reorganization,  providing a channeling of all
claims into facilities  established by the Plan and releasing the  shareholders,
management  believes  that the  likelihood  of a  materially  adverse  impact to
Corning's financial statements is remote.

Federal Securities Cases. A federal securities class action lawsuit was filed in
1992 against Corning and certain individual  defendants by a class of purchasers
of Corning stock who allege  misrepresentations  and omissions of material facts
relative to the silicone gel breast implant  business  conducted by Dow Corning.
This action is pending in the U.S.  District Court for the Southern  District of
New York. The class consists of those  purchasers of Corning stock in the period
from June 14, 1989 to January 13,  1992,  who  allegedly  purchased  at inflated
prices due to the  non-disclosure  or  concealment of material  information.  No
amount of damages is specified in the complaint.  In 1997,  the Court  dismissed
the  individual  defendants  from the case.  In December  1998,  Corning filed a
motion for summary judgment  requesting that all claims against it be dismissed.
Plaintiffs  requested the opportunity to take depositions  before  responding to
the motion for summary  judgment.  In June 2003,  Corning renewed its motion for
summary  judgment  upon papers  incorporating  additional  discovery  materials.
Corning  intends to continue to defend  this action  vigorously.  Based upon the
information  developed to date and recognizing that the outcome of litigation is
uncertain,  management  believes  that the  likelihood  of a materially  adverse
impact to Corning's financial statements is remote.






From  December  2001 through  April 2002,  Corning and three of its officers and
directors  were named  defendants  in lawsuits  alleging  violations of the U.S.
securities  laws in  connection  with  Corning's  November  2000  offering of 30
million  shares  of  common  stock  and $2.7  billion  zero  coupon  convertible
debentures,  due  November  2015.  In  addition,  the Company and the same three
officers and directors were named in lawsuits  alleging  misleading  disclosures
and non-disclosures  that allegedly inflated the price of Corning's common stock
in the period from  September 2000 through July 9, 2001. The plaintiffs in these
actions seek to represent  classes of  purchasers  of Corning's  stock in all or
part of the period indicated.  On August 2, 2002, the U.S. District Court of the
Western  District of New York entered an order  consolidating  these actions for
all  purposes,  designating  lead  plaintiffs  and lead  counsel,  and directing
service of a consolidated complaint. The consolidated amended complaint requests
"substantial"  damages in an  unspecified  amount to be  provided  at trial.  In
February 2003, defendants filed a motion to dismiss the complaint for failure to
allege the  requisite  elements  of the claims  with  particularity.  Plaintiffs
responded with opposing  papers on April 7, 2003.  The Court heard  arguments on
May 29 and June 9,  2003,  and on April 9,  2004  entered a  Decision  and Order
dismissing  the  complaint.  The time to appeal  will  expire  on May 12,  2004.
Another  lawsuit has been filed,  also in the Western  District of New York,  on
behalf of participants in the Company's  Investment Plan for Salaried Employees,
purportedly  as a class  action  on  behalf  of  participants  in the  Plan  who
purchased or held Corning stock in a Plan account. The defendants responded with
a motion to dismiss the lawsuit,  which was granted by the  District  Court in a
judgment entered on December 12, 2002. On December 19, 2002,  plaintiffs filed a
motion to open the  judgment  and for leave to file an amended  complaint.  This
motion was argued on April 10, 2003 and denied in a decision  and order  entered
on January 14, 2004.  Plaintiffs  have filed notice of an appeal.  Management is
prepared to defend these lawsuits  vigorously.  Recognizing  that the outcome of
litigation is uncertain, management believes that the likelihood of a materially
adverse impact to Corning's financial  statements,  net of applicable insurance,
is remote.

Pittsburgh Corning  Corporation.  Corning and PPG Industries,  Inc. ("PPG") each
own 50% of the capital stock of PCC. Over a period of more than two decades, PCC
and several  other  defendants  have been named in numerous  lawsuits  involving
claims alleging  personal  injury from exposure to asbestos.  On April 16, 2000,
PCC filed for Chapter 11  reorganization  in the U.S.  Bankruptcy  Court for the
Western District of Pennsylvania. As of the bankruptcy filing, PCC had in excess
of 140,000 open claims and had  insufficient  remaining  insurance and assets to
deal  with its  alleged  current  and  future  liabilities.  More  than  100,000
additional  claims have been filed with PCC after its bankruptcy  filing. At the
time PCC filed for bankruptcy protection, there were approximately 12,400 claims
pending against  Corning in state court lawsuits  alleging  various  theories of
liability based on exposure to PCC's asbestos products and typically  requesting
monetary  damages  in excess of one  million  dollars  per  claim.  Corning  has
defended those claims on the basis of the separate  corporate  status of PCC and
the absence of any facts  supporting  claims of direct  liability  arising  from
PCC's asbestos products. Corning is also currently named in approximately 11,200
other cases  (approximately  40,700 claims) alleging  injuries from asbestos and
similar amounts of monetary damages per claim.  Those cases have been covered by
insurance  without  material impact to Corning to date.  Asbestos  litigation is
inherently  difficult,  and past  trends in  resolving  these  claims may not be
indicators of future outcomes.

In the  bankruptcy  court,  PCC in April 2000 obtained a preliminary  injunction
against the prosecution of asbestos  actions arising from PCC's products against
its two  shareholders  to afford  the  parties a period of time (the  Injunction
Period) in which to negotiate a plan of reorganization for PCC ("PCC Plan"). The
Injunction  Period was  extended  on several  occasions  and will now  continue,
pending developments with respect to the PCC Plan as described below.

On May 14, 2002,  PPG announced that it had agreed with certain of its insurance
carriers and  representatives  of current and future  asbestos  claimants on the
terms of a  settlement  arrangement  applicable  to claims  arising  from  PCC's
products. The announced arrangement would permit PPG and certain of its insurers
to make  contributions  of cash over a period of years,  PPG's shares in PCC and
Pittsburgh  Corning  Europe N.V.  (PCE),  a Belgian  corporation,  and an agreed
number of shares of PPG's  common  stock in return for a release and  injunction
channeling claims against PPG into a settlement trust under the PCC Plan.






On March 28, 2003,  Corning  announced  that it had also reached  agreement with
representatives  of  current  and  future  asbestos  claimants  on a  settlement
arrangement  that will be  incorporated  into the PCC Plan.  This  settlement is
subject to a number of  contingencies,  including a favorable vote by 75% of the
asbestos claimants voting on the PCC Plan, and approval by the bankruptcy court.
Corning's  settlement  will  require  the  contribution,  when the Plan  becomes
effective,  of its equity  interest in PCC, its one-half equity interest in PCE,
and 25 million shares of Corning common stock.  Corning also will be making cash
payments  of $138  million  (net  present  value  as of March  31,  2004) in six
installments beginning in June 2005 assuming the Plan is effective. In addition,
Corning will assign policy rights or proceeds under primary  insurance from 1962
through 1984, as well as rights to sell proceeds under certain excess insurance,
most of which falls  within the period  from 1962  through  1973.  In return for
these  contributions,  Corning  expects to receive a release  and an  injunction
channeling  asbestos  claims  against it into a  settlement  trust under the PCC
Plan.

Corning  recorded an initial charge of $298 million ($192 million  after-tax) in
the period ending March 31, 2003 to reflect the settlement terms.  However,  the
amount of the charge for this settlement  requires adjustment each quarter based
upon  movement in  Corning's  common  stock price prior to  contribution  of the
shares  to the  trust.  In the  first  quarter  of  2004,  Corning  recorded  an
additional  charge  of $19  million  ($18  million  after  tax) to  reflect  the
mark-to-market  of Corning  common  stock.  Beginning  with the first quarter of
2003, Corning recorded total charges of $432 million ($282 million after-tax) to
reflect the settlement and to mark-to-market the value of Corning common stock.

Two of Corning's  primary  insurers and several  excess  insurers have commenced
litigation for a declaration of the rights and  obligations of the parties under
insurance  policies,  including  rights that may be  affected by the  settlement
arrangement  described  above.  Corning is  vigorously  contesting  these cases.
Management is unable to predict the outcome of this insurance litigation.

The PCC Plan, a disclosure  statement and various supplement Plan documents were
mailed to  creditors  for voting  completed in March 2004.  The Plan  received a
favorable vote.  Hearings to confirm the Plan will be held in May 2004. Although
the confirmation of the PCC Plan is subject to a number of contingencies,  apart
from the  quarterly  adjustment  in the value of 25  million  shares of  Corning
common  stock,  management  believes that the  likelihood of a material  adverse
impact to Corning's financial statements is remote.

Astrium. In December of 2000, Astrium,  SAS and Astrium,  Ltd. filed a complaint
for negligence in the U.S. District Court for the Central District of California
against TRW,  Inc.,  Pilkington  Optronics  Inc.,  Corning  NetOptix,  Inc., OFC
Corporation and Optical Filter  Corporation  claiming  damages in excess of $150
million.  The complaint alleges that certain cover glasses for solar arrays used
to  generate  electricity  from solar  energy on  satellites  sold by  Astrium's
corporate  successor  were  negligently  coated by NetOptix or its  subsidiaries
(prior to  Corning's  acquisition  of NetOptix) in such a way that the amount of
electricity  the satellite can produce and their  effective life were materially
reduced.  NetOptix  has denied  that the  coatings  produced  by NetOptix or its
subsidiaries  caused the damage alleged in the complaint,  or that it is legally
liable for any damages that  Astrium may have  experienced.  In April 2002,  the
Court granted motions for summary  judgment by NetOptix and other  defendants to
dismiss  the  negligence  claims,  but  permitted  plaintiffs  to add  fraud and
negligent  misrepresentation  claims  against  all  defendants  and a breach  of
warranty claim against NetOptix and its subsidiaries. In October 2002, the Court
again  granted  defendants'  motions  for summary  judgment  and  dismissed  the
negligent misrepresentation and breach of warranty claims. The intentional fraud
claims were dismissed against all non-settling  defendants on February 25, 2003.
On March 19, 2003,  Astrium  appealed all of the Court's  Rulings  regarding the
various  summary  judgment  motions to the Ninth Circuit  Court of Appeals.  The
Circuit Court has stayed the appeal  pending a decision in a case being appealed
to the California  Supreme Court  involving  similar issues of law.  Recognizing
that the  outcome of  litigation  is  uncertain,  management  believes  that the
likelihood of a materially adverse impact to Corning's  financial  statements is
remote.






Astarte/Tellium. In July of 2002, Corning filed a demand for binding arbitration
between  Corning and Astarte Fiber Networks Inc.;  Tellium,  Inc.; AFN, LLC; and
their related parties.  The arbitration  concerns a contract relating to certain
patents and patent applications  previously owned by Astarte and now held by AFN
and  Tellium,  Astarte's  successor.  Corning's  demand  includes  a  claim  for
approximately $38 million from those parties due to material  misrepresentations
and  fraud,  as well as claims for unjust  enrichment  and to have the  contract
canceled  for breach.  AFN has  counterclaimed  in the  arbitration,  asking the
arbitrators  to decide that  Corning  remains  obligated  under the contract for
future  contingent  payments to AFN of up to $50 million.  In January 2004, upon
application by Tellium, the U.S. District Court for the Southern District of New
York granted a preliminary injunction preventing the arbitration from proceeding
against  Tellium.  The arbitration  hearings began in March 2004, and additional
sessions are  scheduled in April and May 2004. A range of outcomes is reasonably
possible.  This range is within the limits of Corning's claim for  approximately
$38 million and AFN's counterclaim of up to $50 million.

Furukawa  Electric  Company.  On February 3, 2003, The Furukawa Electric Company
filed suit in the Tokyo  District  Court in Japan against  Corning Cable Systems
International   Corporation  ("CCS  International")   alleging  infringement  of
Furukawa's Japanese Patent No. 2,023,966 which relates to separable fiber ribbon
units used in optical cable.  Furukawa's  complaint  requests slightly over (Y)6
billion in damages (approximately $56 million) and an injunction against further
sales in Japan of these fiber ribbon  units.  CCS  International  has denied the
allegation  of  infringement,  asserted  that  the  patent  is  invalid,  and is
defending  vigorously  against  this  lawsuit.   Management  believes  that  the
likelihood of a materially adverse impact to Corning's  financial  statements is
remote.

Chinese  Anti-Dumping  Investigation.  On July 1, 2003, the Chinese  Ministry of
Commerce  announced  an  anti-dumping  investigation  against  manufacturers  of
optical  fiber  based  in the U.S,  Korea  and  Japan,  alleging  that  standard
single-mode  optical  fiber  was  sold in  China  at  lower  prices  than in the
respective home country.  This matter does not present a claim for damages,  but
the  Ministry  may impose an  additional  prospective  duty on  important  fiber
products. The Ministry's preliminary  determination is anticipated in the second
quarter of 2004 and a final  determination is possible by July 1, 2004.  Corning
is defending  vigorously.  Corning management is not able to estimate the impact
of  this   proceeding  upon  its  export  business  to  China  pending  a  final
determination  nor to  express  assurances  regarding  the  likelihood  that  an
additional duty may be imposed.

PicVue  Electronics  Ltd.,  PicVue  OptoElectronics   International,   Inc.  and
Eglasstrek Gmbh. In June 2002, Corning brought an action seeking to restrain the
use of its trade  secrets  and for  copyright  infringement  relating to certain
aspects  of the  fusion  draw  machine  used for liquid  crystal  display  glass
melting.  This  action is pending  in the U.S.  District  Court for the  Western
District of New York against these three named defendants. The District Court in
July  2003  denied  the  PicVue  motion to  dismiss  and  granted a  preliminary
injunction  in favor of  Corning,  subject  to posting a bond in an amount to be
determined.  PicVue,  a  Taiwanese  company,  responded  in  July  2003  with  a
counterclaim  alleging  violations of the antitrust laws and claiming damages of
more than  $120  million  as well as  requesting  trebled  damages.  PicVue  has
appealed the District  Court's ruling and the District Court has deferred ruling
on the bond amount  until the  completion  of such  appeal.  In April 2004,  the
Second Circuit Court Court of Appeals vacated the preliminary  injunction  order
because specificity  requirements were not met and remanded that to the District
Court,  which  has set a June 23,  2004  rehearing  date.  Recognizing  that the
outcome  of  litigation  is  uncertain,  management  believes  that  the  PicVue
counterclaim  is without merit and that the  likelihood of a materially  adverse
impact to Corning's financial statements is remote.

Tyco Electronics  Corporation and Tyco Technology Resources,  Inc. On August 13,
2003, CCS Holdings Inc. ("CCS"),  a Corning  subsidiary,  filed an action in the
U.S.  District  Court for the Middle  District of North  Carolina  against  Tyco
Electronics Corporation and Tyco Technology Resources, Inc. ("Tyco"), asking the
court to declare a Tyco patent  invalid  and not  infringed  by CCS.  The patent
generally  relates to a type of connector  for optical  fiber  cables.  Tyco has
responded  with a motion to dismiss  the action for lack of  jurisdiction.  That
motion has been fully briefed by the parties,  and Tyco has requested a hearing.
Management  has not estimated the range of monetary  damages that may be claimed
if CCS does not  prevail  on its claim  that the Tyco  patent is  invalid or not
infringed.  Recognizing that the outcome of litigation is uncertain,  management
believes that the risk of a material impact on Corning's financial statements is
remote.






Grand Jury Investigation of Conventional  Cathode Ray Television Glass Business.
In August  2003,  CAV was served  with a federal  grand jury  document  subpoena
related to  pricing,  bidding  and  customer  practices  involving  conventional
cathode ray television glass picture tube components.  Eight employees or former
employees have each received a related subpoena.  CAV is a general  partnership,
51% owned by  Corning  and 49% owned by Asahi  Glass  America,  Inc.  CAV's only
manufacturing  facility in State College,  Pennsylvania closed in the first half
of  2003  due  to  declining  sales.  CAV is  cooperating  with  the  government
investigation.  Management  is not  able to  estimate  the  likelihood  that any
charges will be filed as a result of the investigation.


ITEM 2.  CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
         SECURITIES

During the quarter  ended March 31, 2004,  we did not have a publicly  announced
program for  repurchase of shares of our common stock and did not repurchase our
common stock in open-market transactions outside of such a program.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

We will include  voting results of our annual  meeting of  shareholders  held on
April 29,  2004 as part of our  quarterly  report  on Form 10-Q for the  quarter
ended June 30, 2004,  which we expect to file with the  Securities  and Exchange
Commission on or before August 9, 2004.






ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
-------  --------------------------------

(a)      Exhibits



         Exhibit Number             Exhibit Name
         --------------             ------------
                                 
                10.1                Form of Officer Severance Agreement dated as of February 1, 2004 between Corning
                                    Incorporated and each of the following four individuals: James B. Flaws,
                                    James R. Houghton, Peter F. Volanakis and Wendell P. Weeks.

                10.2                Officer Severance Agreement dated as of February 1, 2004 between Corning Incorporated
                                    and Joseph A. Miller, Jr.

                10.3                Change In Control Agreement dated as of February 1, 2004 between Corning Incorporated
                                    and James R. Houghton.

                10.4                Form of Amendment dated as of February 1, 2004 to Change In Control Agreement dated
                                    as of October 4, 2000 between Corning Incorporated and the following two individuals:
                                    James B. Flaws and Peter F. Volanakis.

                10.5                Form of Change In Control Amendment dated as of October 4, 2000 between Corning
                                    Incorporated and the following two individuals: James B. Flaws and Peter F. Volanakis.

                10.6                Amendment dated as of February 1, 2004 to Change In Control Agreement dated as of
                                    June 1, 2001 between Corning Incorporated and Joseph A. Miller, Jr.

                10.7                Change In Control Agreement dated as of June 1, 2001 between Corning Incorporated and
                                    Joseph A. Miller, Jr.

                10.8                Amendment dated as of February 1, 2004 to Change In Control Agreement dated as of
                                    April 23, 2002 between Corning Incorporated and Wendell P. Weeks.

                10.9                Change In Control Agreement dated as of April 23, 2002 between Corning Incorporated
                                    and Wendell P. Weeks.

                 12                 Computation of Ratio of Earnings to Fixed Charges.

                31.1                Certification Pursuant to Rule 13a-15(e) and 15d-15(e), As adopted Pursuant to
                                    Section 302 of the Sarbanes-Oxley Act of 2002.

                31.2                Certification Pursuant to Rule 13a-15(e) and 15d-15(e), As adopted Pursuant to
                                    Section 302 of the Sarbanes-Oxley Act of 2002.

                32.1                Certification Pursuant to 18 U.S.C. Section 1350, As adopted Pursuant to Section 906
                                    of the Sarbanes-Oxley Act of 2002.

                99.1                Amended Operating Segment Data for the years ended 2003, 2002, and 2001.

                99.2                Non-GAAP Reconciliation.






(b)      Reports on Form 8-K

         A report on Form 8-K was filed January 22, 2004, in connection with the
         registrant's 2003 results, furnishing material pursuant to Item 12 and
         Item 9.*

         A report on Form 8-K was filed February 5, 2004, regarding Eugene C.
         Sit joining the Board of Directors, furnishing material pursuant to
         Item 9.*

         A report on Form 8-K was filed March 12, 2004, in connection with our
         agreement to sell $200,000,000 principal amount of our 5.90% Notes due
         2014 and $200,000,000 principal amount of our 6.20% Notes due 2016,
         under Item 5 and Item 7 and furnishing material pursuant to Item 9.*

         * Information furnished under Item 9 or Item 12 of Form 8-K is not
         incorporated by reference, is not deemed filed and is not subject to
         liability under Section 18 of the Securities and Exchange Act of 1934,
         as amended.

         * Other items under Part II are not applicable.





                                   SIGNATURES
                                   ----------


Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.








                                               CORNING INCORPORATED
                                                   (Registrant)






    May 4, 2004                                 /s/ JAMES B. FLAWS
--------------------                --------------------------------------------
       Date                                      James B. Flaws
                                    Vice Chairman and Chief Financial Officer
                                          (Principal Financial Officer)




   May 4, 2004                               /s/ KATHERINE A. ASBECK
--------------------                --------------------------------------------
       Date                                    Katherine A. Asbeck
                                        Senior Vice President and Controller
                                          (Principal Accounting Officer)






                                  EXHIBIT INDEX
                                  -------------




Exhibit Number         Exhibit Name
-------------          ------------
                    
   10.1                Form of Officer Severance Agreement dated as of February 1, 2004 between Corning
                       Incorporated and each of the following four individuals: James B. Flaws, James R. Houghton,
                       Peter F. Volanakis and Wendell P. Weeks.

   10.2                Officer Severance Agreement dated as of February 1, 2004 between Corning Incorporated and
                       Joseph A. Miller, Jr.

   10.3                Change In Control Agreement dated as of February 1, 2004 between Corning Incorporated and
                       James R. Houghton.

   10.4                Form of Amendment dated as of February 1, 2004 to Change In Control Agreement dated
                       as of October 4, 2000 between Corning Incorporated and the following two individuals:
                       James B. Flaws and Peter F. Volanakis.

   10.5                Form of Change In Control Amendment dated as of October 4, 2000 between Corning
                       Incorporated and the following two individuals:  James B. Flaws and Peter F. Volanakis.

   10.6                Amendment dated as of February 1, 2004 to Change In Control Agreement dated as of
                       June 1, 2001 between Corning Incorporated and Joseph A. Miller, Jr.

   10.7                Change In Control Agreement dated as of June 1, 2001 between Corning Incorporated and
                       Joseph A. Miller, Jr.

   10.8                Amendment dated as of February 1, 2004 to Change In Control Agreement dated as of
                       April 23, 2002 between Corning Incorporated and Wendell P. Weeks.

   10.9                Change In Control Agreement dated as of April 23, 2002 between Corning Incorporated and
                       Wendell P. Weeks.

    12                 Computation of Ratio of Earnings to Fixed Charges.

   31.1                Certification Pursuant to Rule 13a-15(e) and 15d-15(e), As adopted Pursuant to Section 302
                       of the Sarbanes-Oxley Act of 2002.

   31.2                Certification Pursuant to Rule 13a-15(e) and 15d-15(e), As adopted Pursuant to Section 302
                       of the Sarbanes-Oxley Act of 2002.

   32.1                Certification Pursuant to 18 U.S.C. Section 1350, As adopted Pursuant to Section 906 of the
                       Sarbanes-Oxley Act of 2002.

   99.1                Amended Operating Segment Data for the years ended 2003, 2002, and 2001.

   99.2                Non-GAAP Reconciliation.








                                                                   EXHIBIT 10.1



                              CORNING INCORPORATED
                           OFFICER SEVERANCE AGREEMENT


         This Agreement, dated as of February 1, 2004, is entered into between
Corning Incorporated, a corporation organized under the laws of the State of New
York ("Corning" or the "Company"), and [James B. Flaws, James R. Houghton, Peter
F. Volanakis and Wendell P. Weeks each individually] (the "Executive").

         WHEREAS, the Board of Directors of the Company (the "Board") recognizes
that the possibility of an Involuntary Termination (as hereinafter defined)
exists and that the occurrence of an Involuntary Termination can result in
significant uncertainties inherent in such a situation; and

         WHEREAS, the Company has had both informal and formal practices in this
area in the past, and the Board has determined that it is in the best interest
of the Company and its stockholders to have clarity over the obligations of the
Company to the Executive as a result of an Involuntary Termination; and

         WHEREAS, the Company and Executive agree that this Agreement shall
replace all previous plans, agreements and provisions, written or oral, and
become the sole agreement relating to Executive's Involuntary Termination from
the Company.

         NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:


         1.       TERM OF AGREEMENT. This Agreement shall commence as of
February 1, 2004 (the "Effective Date") and shall continue in effect until the
Executive leaves the employ of the Company for any reason or until the Executive
ceases to be an officer of Corning Incorporated. In the event that Executive
continues as an active employee of the Company but ceases to be an officer of
Corning Incorporated (except as a result of an assignment based outside the
United States), this Agreement shall become null and void and Executive shall
then be eligible for Corning's standard severance policy (in effect on the
Termination Date) provided to other salaried employees.

         2.       DEFINITIONS.

                  a. ACCRUED COMPENSATION. For purposes of this Agreement,
"Accrued Compensation" shall mean an amount which shall include all amounts
earned or accrued through the "Termination Date" (as hereinafter defined) but
not paid as of the Termination Date, including (i) base salary, (ii)
reimbursement for reasonable and necessary expenses incurred by the Executive on
behalf of the Company during the period ending on the Termination Date, (iii)
vacation pay and (iv) the Executive's target percentage for the annual
Management Variable Compensation and GoalSharing plans (collectively, the "Bonus
Plans") times the Executive's base salary, pro-rated to the last day of the
month closest to the Termination Date.

                  b. BASE AMOUNT. For purposes of this Agreement, "Base Amount"
shall mean the Executive's annual base salary at the rate in effect on the
termination date, including all amounts of base salary that are deferred under
the employee benefit plans of the Company or any other agreement or arrangement.

                  c. BONUS AMOUNT. For purposes of this Agreement, "Bonus
Amount" shall mean the Executive's Base Amount times the sum of a) Executive's
target percentage in effect on the termination date under the Company's
Management Variable Compensation Plan (also referred to as the Performance
Incentive Plan), and b) 5% target under the Company's GoalSharing plan.






                  d. CAUSE. For purposes of this Agreement, "Cause" shall mean
the Executive's:

                           (i) conviction of a felony or conviction of a
misdemeanor involving moral turpitude (from which no further appeals have been
or can be taken);

                           (ii) a material breach of Corning's Code of Conduct;

                           (iii) gross abdication of his duties as an employee
and officer of the Company (other than due to the Executive's illness or
personal family problems), which conduct remains uncured by the Executive for a
period of at least 30 days following written notice thereof to the Executive by
the Company, in each case as determined in good faith by the Company; or

                           (iv) misappropriation of Company assets, personal
dishonesty or business conduct which causes material or potentially material
financial or reputational harm for the Company. For purposes of this Section
2(d), no act or failure to act on the Executive's part shall be deemed to be a
termination for Cause if done, or omitted to be done, in good faith, and with
the reasonable belief that the action or omission was in the best interests of
the Company.

                  e. INVOLUNTARY TERMINATION. For purposes of this Agreement, an
"Involuntary Termination" shall mean that Executive's employment with the
Company is severed by the Company for reasons other than Cause. For purposes of
clarification, an Involuntary Termination does not include the following:

                           (i) a voluntary termination of employment (or
                  resignation) by the Executive for any reason;

                           (ii) the voluntary retirement of the Executive at or
                  after age 55 (or retirement at the eligible age under the
                  terms of a Selective Voluntary Early Retirement Program
                  (SVERP) offered by the Company);

                           (iii) a termination of employment as a result of
                  Disability or death of the Executive;

                           (iv) Executive's termination of employment as a
                  result of a sale of all or a part of its business (or
                  otherwise where it merges, divides, consolidates or
                  reorganizes) and Executive has the opportunity to continue
                  employment with the buyer (or one of the resulting entities in
                  any merger, division, consolidation or reorganization) with
                  comparable total compensation regardless of whether the job or
                  terms and conditions of employment are the same as applicable
                  during the Executive's prior employment with Corning and
                  regardless of whether the individual accepts or rejects such
                  employment opportunity; or

                           (v) a termination of employment as a result of a
                  Change In Control of the Company to the extent Executive has a
                  separate Change In Control agreement with the Company which
                  separately addresses that situation.

                  f. COMPANY. For purposes of this Agreement, "Company" shall
include Corning's "Successors and Assigns" (as hereinafter defined).

                  g. DISABILITY. For purposes of this Agreement, "Disability"
shall mean a physical or mental infirmity which impairs the Executive's ability
to substantially perform the Executive's duties with the Company for a period
of: (i) one hundred eighty (180) consecutive days; or (ii) 180 days during any
twelve (12) month period, and the Executive has not returned to full time
employment prior to the Termination Date as stated in the "Notice of
Termination".

                  h. PERFORMANCE SHARES. For purposes of this Agreement,
"Performance Shares" shall mean any restricted stock award granted to the
Executive under the Company's Corporate Performance Plan or other long-term
incentive plan (to the extent Performance Shares are used in such plan(s)) while
the Executive was actively employed.






                  i. NOTICE OF TERMINATION. For purposes of this Agreement,
"Notice of Termination" shall mean a written notice of termination of the
Executive's employment from the Company, which notice indicates the last day of
active employment with the Company (the "Termination Date"), the benefits to be
received by the Executive and any applicable terms and conditions (which shall
include a release of all claims and liabilities arising out of Executive's
employment or termination of employment and an ongoing requirement to protect
the Company's confidential information). The Notice of Termination will not
become effective until it is signed by Executive and an authorized
representative of the Company within the time period specified in the Notice of
Termination.

                  j. SUCCESSORS AND ASSIGNS. For purposes of this Agreement,
"Successors and Assigns" shall mean a corporation or other entity acquiring all
or substantially all of the assets and business of the Company whether by
operation of law or otherwise.

         3.       SEVERANCE BENEFITS

                  a. If, during the term of this Agreement, an Involuntary
Termination occurs, the Executive shall be entitled to the following
compensation and benefits:

                           (i) The Company shall pay Executive all Accrued
Compensation;

                           (ii)     The Company shall pay Executive 2.99 times
the sum of (A) the Base Amount and (B) the Bonus Amount;

                           (iii) Executive shall receive all vested benefits
earned under any Company-sponsored retirement or benefit plan in accordance
with the terms of those plans, including (only to the extent applicable) any
special terms previously provided to Executive in writing by the Company;

                           (iv) Notwithstanding anything to the contrary,
Executive shall receive an additional 2.99 years of service credit for purposes
of eligibility and vesting only under the Company's various qualified and
nonqualified retirement plan(s) that Executive participates in. In addition, to
the extent that Executive has been notified that he is an eligible participant
under the Company's Executive Supplemental Pension Plan (generally Senior Vice
President and above unless otherwise notified in writing), Executive shall
receive the following enhanced benefits:

         (A) Executive shall receive an additional 2.99 years of service credit
         added to Executive's actual service with Corning for purposes of the
         years of service multiplier under the Executive Supplemental Pension
         Plan pension formula; and

         (B) Executive's Final Average Pay shall be based on Executive's actual
         earnings with Corning and will take into consideration (to the extent
         it may be to Executive's advantage) Executive's severance benefits
         (i.e. the 2.99 years of Base Amount and Bonus Amount only). For
         purposes of this subsection only, and regardless of the lump-sum form
         of payment specified in Section 3(b), Executive's Base Amount will be
         divided by twelve and deemed to be paid on a monthly basis for three
         (3) years (commencing in the month following the month in which the
         Termination Date occurs) and Executive's Bonus Amount will be deemed to
         be paid each subsequent February for three (3) years following
         Executive's Termination Date.

                           (v) Executive shall be eligible for comprehensive
outplacement assistance equal to 20% of the Base Amount (up to a maximum of
$50,000) at the time of termination payable by the Company within one year
directly to an outside vendor selected by the Executive.  At the election of the
Executive, a one-time taxable payment up to a maximum of $25,000 may be paid in
lieu of the outplacement benefit provided in the preceding sentence.

                           (vi) the restrictions on any outstanding equity
incentive awards, including stock options, Performance Shares and restricted
stock, granted to the Executive under the Company's stock option and other stock
incentive plans shall be governed solely by the terms of those specific plans
and agreements. Nothing in this Agreement is intended to modify the terms and
conditions of such plans and agreements discussed in this section.






                           (vii) for a number of months equal to twenty-four
(24) months (the "Continuation Period"), the Company shall continue on behalf
of the Executive and the Executive's eligible dependents, the medical, dental
and hospitalization benefits provided (A) to the Executive at any time during
the 90-day period prior to the Involuntary Termination or at any time thereafter
or (B) to other similarly situated executives who continue in the employ of the
Company during the Continuation Period. The coverage and benefits (including
deductibles, copays and employee contribution costs) provided in this Section
3(a)(vii) during the Continuation Period shall be no less favorable to the
Executive and the Executive's dependents than coverage provided to other
similarly situated active employees of the Company. The Company's obligation
under this Section 3(a)(vii) shall cease as soon as Executive becomes eligible
for another employer's medical, dental and hospitalization benefits during the
Continuation Period.

                           (viii) the Executive may request the Company to
purchase the Executive's principal residence in the Corning, New York area.
Such purchase must be finalized within 12 months of the Termination Date and
shall be made at the greater of (i) the residence's appraised value at the
Termination Date, as determined in accordance with the Company's relocation
policies in effect immediately prior to the Involuntary Termination, or (ii)
the total cost of the residence plus improvements and tax gross-up as applicable
("Protected Value"), as determined in accordance with the Company's Protected
Value policy in effect as of the date of this Agreement.

                  b. The amounts provided for in subsections 3(a)(i), 3(a)(ii)
and 3(a)(v) shall be paid in a single lump sum cash payment within thirty (30)
days of the Date of Termination (or the date the Notice of Termination becomes
effective, if later).

                  c. Except as otherwise provided in Section 3(a)(vii), the
Executive shall not be required to mitigate the amount of any payment provided
for in this Agreement by seeking other employment or otherwise, and no such
payment shall be offset or reduced by the amount of any compensation or benefits
provided to the Executive in any subsequent employment.

         4.       EMPLOYMENT TAXES. All payments made pursuant to this Agreement
will be subject to all applicable withholdings of income and employment taxes.

         5.       SUCCESSORS; BINDING AGREEMENT. This Agreement shall be binding
upon and shall inure to the benefit of the Company, its Successors and Assigns
and the Company shall require any Successors and Assigns to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession or assignment
had taken place. Neither this Agreement nor any right or interest hereunder
shall be assignable or transferable by the Executive or the Executive's
beneficiaries or legal representatives. This Agreement shall inure to the
benefit of and be enforceable by the Executive's legal personal representative.

         6.       NOTICE. For the purposes of this Agreement, notices and all
other communications provided for in the Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, addressed to the respective addresses last given by each party
to the other, provided that all notices to the Company shall be directed to the
attention of the Vice President of Compensation & Benefits or the Vice President
of Human Resources of the Company.

         7.       NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any
benefit, bonus, incentive or other plan or program provided by the Company
(except for any severance or termination policies, plans, programs or practices)
and for which the Executive may qualify, nor shall anything herein limit or
reduce such rights as the Executive may have under any other agreements with the
Company. Amounts which are vested benefits or which the Executive is otherwise
entitled to receive under any plan or program of the Company shall be payable in
accordance with such plan or program, except as explicitly modified by this
Agreement.

         8.       NO IMPLIED EMPLOYMENT RIGHTS. Nothing in this Agreement shall
alter the Executive's status as an "at will" employee of the Company or be
construed to imply that the Executive's employment is guaranteed for any period
of time except as otherwise agreed in a written agreement signed by a duly
authorized officer of the Company.






         9.       MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged, unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and the Company. No waiver by either
party hereto at any time of any breach by the other party hereto, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. No agreement or representation,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this
Agreement.

         10.      GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
without giving effect to the conflict of law principles thereof.

         11.      ARBITRATION. Any dispute or controversy arising under or in
connection with the subject matter, the interpretation, the application, or
alleged breach of this Agreement ("Arbitrable Claims") shall be resolved by
binding arbitration in the City of New York, New York, in accordance with the
then-current National Rules for the Resolution of Employment Disputes of the
American Arbitration Association. Arbitration shall be final and binding upon
the parties and shall be the exclusive remedy for all Arbitrable Claims.
Notwithstanding the foregoing, either party may bring an action in court to
compel arbitration under this Agreement, to enforce an arbitration award, or to
seek injunctive relief. THE PARTIES HEREBY WAIVE ANY RIGHT TO JURY TRIAL AS TO
ARBITRABLE CLAIMS.

         12.      SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

         13.      ENTIRE AGREEMENT. The parties agree that the terms of this
Agreement are intended to be the final expression of their agreement with
respect to the subject matter of this Agreement and may not be contradicted by
evidence of any prior or contemporaneous Agreement, except to the extent that
the provisions of any such agreement have been expressly referred to in this
Agreement as having continued effect. Any and all previous agreements, practices
and programs between the Company and the Executive dealing with severance or a
Termination of Employment are null and void and given no effect.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Executive has executed this
Agreement as of the day and year first above written.

         Corning Incorporated:


         By:     /s/ John P. MacMahon
              ------------------------------------------------
                 John P. MacMahon
                 Vice President, Global Compensation & Benefits

         Executive:


                 /s/
              ------------------------------------------------
              [each signed separately by James B. Flaws, James R. Houghton,
                  Peter F. Volanakis and Wendell P. Weeks.]







                                                                   EXHIBIT 10.2



                              CORNING INCORPORATED
                           OFFICER SEVERANCE AGREEMENT


         This Agreement,  dated as of February 1, 2004, is entered into between
Corning  Incorporated,  a corporation  organized under the laws of the State of
New York ("Corning" or the "Company"), and Joseph A. Miller, Jr.
(the "Executive").

         WHEREAS, the Board of Directors of the Company (the "Board") recognizes
that the possibility of an Involuntary Termination (as hereinafter defined)
exists and that the occurrence of an Involuntary Termination can result in
significant uncertainties inherent in such a situation; and

         WHEREAS, the Company has had both informal and formal practices in this
area in the past, and the Board has determined that it is in the best interest
of the Company and its stockholders to have clarity over the obligations of the
Company to the Executive as a result of an Involuntary Termination; and

         WHEREAS, the Company and Executive agree that this Agreement shall
replace all previous plans, agreements and provisions, written or oral, and
become the sole agreement relating to Executive's Involuntary Termination from
the Company.

         NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:


         1.       TERM OF AGREEMENT. This Agreement shall commence as of
February 1, 2004 (the "Effective Date") and shall continue in effect until the
Executive leaves the employ of the Company for any reason or until the Executive
ceases to be an officer of Corning Incorporated. In the event that Executive
continues as an active employee of the Company but ceases to be an officer of
Corning Incorporated (except as a result of an assignment based outside the
United States), this Agreement shall become null and void and Executive shall
then be eligible for Corning's standard severance policy (in effect on the
Termination Date) provided to other salaried employees.

         2.       DEFINITIONS.

                  a. ACCRUED COMPENSATION. For purposes of this Agreement,
"Accrued Compensation" shall mean an amount which shall include all amounts
earned or accrued through the "Termination Date" (as hereinafter defined) but
not paid as of the Termination Date, including (i) base salary, (ii)
reimbursement for reasonable and necessary expenses incurred by the Executive on
behalf of the Company during the period ending on the Termination Date, (iii)
vacation pay and (iv) the Executive's target percentage for the annual
Management Variable Compensation and GoalSharing plans (collectively, the "Bonus
Plans") times the Executive's base salary, pro-rated to the last day of the
month closest to the Termination Date.

                  b. BASE AMOUNT. For purposes of this Agreement, "Base Amount"
shall mean the Executive's annual base salary at the rate in effect on the
termination date, including all amounts of base salary that are deferred under
the employee benefit plans of the Company or any other agreement or arrangement.

                  c. BONUS AMOUNT. For purposes of this Agreement, "Bonus
Amount" shall mean the Executive's Base Amount times the sum of a) Executive's
target percentage in effect on the termination date under the Company's
Management Variable Compensation Plan (also referred to as the Performance
Incentive Plan), and b) 5% target under the Company's GoalSharing plan.






                  d. CAUSE. For purposes of this Agreement, "Cause" shall mean
the Executive's:

                           (i) conviction of a felony or conviction of a
misdemeanor involving moral turpitude (from which no
further appeals have been or can be taken);

                           (ii) a material breach of Corning's Code of Conduct;

                           (iii) gross abdication of his duties as an employee
and officer of the Company (other than due to the
Executive's illness or personal family problems), which conduct remains uncured
by the Executive for a period of at least 30 days following written notice
thereof to the Executive by the Company, in each case as determined in good
faith by the Company; or

                           (iv) misappropriation of Company assets, personal
dishonesty or business conduct which causes material
or potentially material financial or reputational harm for the Company. For
purposes of this Section 2(d), no act or failure to act on the Executive's part
shall be deemed to be a termination for Cause if done, or omitted to be done, in
good faith, and with the reasonable belief that the action or omission was in
the best interests of the Company.

                  e. INVOLUNTARY TERMINATION. For purposes of this Agreement, an
"Involuntary Termination" shall mean that Executive's employment with the
Company is severed by the Company for reasons other than Cause. For purposes of
clarification, an Involuntary Termination does not include the following:

                           (i) a voluntary termination of employment (or
resignation) by the Executive for any reason;

                           (ii) the voluntary retirement of the Executive at or
                  after age 55 (or retirement at the eligible age under the
                  terms of a Selective Voluntary Early Retirement Program
                  (SVERP) offered by the Company);

                           (iii) a termination of employment as a result of
                  Disability or death of the Executive;

                           (iv) Executive's termination of employment as a
                  result of a sale of all or a part of its business (or
                  otherwise where it merges, divides, consolidates or
                  reorganizes) and Executive has the opportunity to continue
                  employment with the buyer (or one of the resulting entities in
                  any merger, division, consolidation or reorganization) with
                  comparable total compensation regardless of whether the job or
                  terms and conditions of employment are the same as applicable
                  during the Executive's prior employment with Corning and
                  regardless of whether the individual accepts or rejects such
                  employment opportunity; or

                           (v) a termination of employment as a result of a
                  Change In Control of the Company to the extent Executive has a
                  separate Change In Control agreement with the Company which
                  separately addresses that situation.

                  f. COMPANY. For purposes of this Agreement, "Company" shall
include Corning's "Successors and Assigns" (as hereinafter defined).

                  g. DISABILITY. For purposes of this Agreement, "Disability"
shall mean a physical or mental infirmity which impairs the Executive's ability
to substantially perform the Executive's duties with the Company for a period
of: (i) one hundred eighty (180) consecutive days; or (ii) 180 days during any
twelve (12) month period, and the Executive has not returned to full time
employment prior to the Termination Date as stated in the "Notice of
Termination".

                  h. PERFORMANCE SHARES. For purposes of this Agreement,
"Performance Shares" shall mean any restricted stock award granted to the
Executive under the Company's Corporate Performance Plan or other long-term
incentive plan (to the extent Performance Shares are used in such plan(s)) while
the Executive was actively employed.






                  i. NOTICE OF TERMINATION. For purposes of this Agreement,
"Notice of Termination" shall mean a written notice of termination of the
Executive's employment from the Company, which notice indicates the last day of
active employment with the Company (the "Termination Date"), the benefits to be
received by the Executive and any applicable terms and conditions (which shall
include a release of all claims and liabilities arising out of Executive's
employment or termination of employment and an ongoing requirement to protect
the Company's confidential information). The Notice of Termination will not
become effective until it is signed by Executive and an authorized
representative of the Company within the time period specified in the Notice of
Termination.

                  j. SUCCESSORS AND ASSIGNS. For purposes of this Agreement,
"Successors and Assigns" shall mean a corporation or other entity acquiring all
or substantially all of the assets and business of the Company whether by
operation of law or otherwise.

         3.       SEVERANCE BENEFITS

                  a. If, during the term of this Agreement, an Involuntary
Termination occurs, the Executive shall be entitled to the following
compensation and benefits:

                           (i) The Company shall pay Executive all Accrued
Compensation;

                           (ii) The Company shall pay Executive two (2) times
the sum of (A) the Base  Amount and (B) the Bonus Amount;

                           (iii) Executive shall receive all vested benefits
earned under any Company-sponsored retirement or benefit plan in accordance
with the terms of those plans, including (only to the extent applicable) any
special terms previously provided to Executive in writing by the Company;

                           (iv) Notwithstanding anything to the contrary,
Executive shall receive an additional two (2) years of service credit for
purposes of eligibility and vesting only under the Company's various qualified
and nonqualified retirement plan(s) that Executive participates in. In addition,
to the extent that Executive has been notified that he is an eligible
participant under the Company's Executive Supplemental Pension Plan (generally
Senior Vice President and above unless otherwise notified in writing), Executive
shall receive the following enhanced benefits:

         (A) Executive shall receive an additional two (2) years of service
         credit added to Executive's actual service with Corning for purposes of
         the years of service multiplier under the Executive Supplemental
         Pension Plan pension formula; and

         (B) Executive's Final Average Pay shall be based on Executive's actual
         earnings with Corning and will take into consideration (to the extent
         it may be to Executive's advantage) Executive's severance benefits
         (i.e. the two (2) years of Base Amount and Bonus Amount only). For
         purposes of this subsection only, and regardless of the lump-sum form
         of payment specified in Section 3(b), Executive's Base Amount will be
         divided by twelve and deemed to be paid on a monthly basis for two (2)
         years (commencing in the month following the month in which the
         Termination Date occurs) and Executive's Bonus Amount will be deemed to
         be paid each subsequent February for two (2) years following
         Executive's Termination Date.

                           (v) Executive shall be eligible for comprehensive
outplacement assistance equal to 20% of the Base Amount (up to a maximum of
$50,000) at the time of termination payable by the Company within one year
directly to an outside vendor selected by the Executive. At the election of the
Executive, a one-time taxable payment up to a maximum of $25,000 may be paid in
lieu of the outplacement benefit provided in the preceding sentence.

                           (vi) the restrictions on any outstanding equity
incentive awards, including stock options, Performance Shares and restricted
stock, granted to the Executive under the Company's stock option and other stock
incentive plans shall be governed solely by the terms of those specific plans
and agreements. Nothing in this Agreement is intended to modify the terms and
conditions of such plans and agreements discussed in this section.






                           (vii) for a number of months equal to twenty-four
(24) months (the "Continuation Period"), the Company shall continue on behalf
of the Executive and the Executive's eligible dependents, the medical, dental
and hospitalization benefits provided (A) to the Executive at any time during
the 90-day period prior to the Involuntary Termination or at any time thereafter
or (B) to other similarly situated executives who continue in the employ of the
Company during the Continuation Period. The coverage and benefits (including
deductibles, copays and employee contribution costs) provided in this Section
3(a)(vii) during the Continuation Period shall be no less favorable to the
Executive and the Executive's dependents than coverage provided to other
similarly situated active employees of the Company. The Company's obligation
under this Section 3(a)(vii) shall cease as soon as Executive becomes eligible
for another employer's medical, dental and hospitalization benefits during the
Continuation Period.

                           (viii) the Executive may request the Company to
purchase the Executive's principal residence in the Corning, New York area.
Such purchase must be finalized within 12 months of the Termination Date and
shall be made at the greater of (i) the residence's appraised value at the
Termination Date, as determined in accordance with the Company's relocation
policies in effect immediately prior to the Involuntary Termination, or (ii)
the total cost of the residence plus improvements and tax gross-up as applicable
("Protected Value"), as determined in accordance with the Company's Protected
Value policy in effect as of the date of this Agreement.

                  b. The amounts provided for in subsections 3(a)(i), 3(a)(ii)
and 3(a)(v) shall be paid in a single lump sum cash payment within thirty (30)
days of the Date of Termination (or the date the Notice of Termination becomes
effective, if later).

                  c. Except as otherwise provided in Section 3(a)(vii), the
Executive shall not be required to mitigate the amount of any payment provided
for in this Agreement by seeking other employment or otherwise, and no such
payment shall be offset or reduced by the amount of any compensation or benefits
provided to the Executive in any subsequent employment.

         4.       EMPLOYMENT TAXES. All payments made pursuant to this Agreement
will be subject to all applicable withholdings of income and employment taxes.

         5.       SUCCESSORS; BINDING AGREEMENT. This Agreement shall be binding
upon and shall inure to the benefit of the Company, its Successors and Assigns
and the Company shall require any Successors and Assigns to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession or assignment
had taken place. Neither this Agreement nor any right or interest hereunder
shall be assignable or transferable by the Executive or the Executive's
beneficiaries or legal representatives. This Agreement shall inure to the
benefit of and be enforceable by the Executive's legal personal representative.

         6.       NOTICE. For the purposes of this Agreement, notices and all
other communications provided for in the Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, addressed to the respective addresses last given by each party
to the other, provided that all notices to the Company shall be directed to the
attention of the Vice President of Compensation & Benefits or the Vice President
of Human Resources of the Company.

         7.       NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any
benefit, bonus, incentive or other plan or program provided by the Company
(except for any severance or termination policies, plans, programs or practices)
and for which the Executive may qualify, nor shall anything herein limit or
reduce such rights as the Executive may have under any other agreements with
the Company. Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any plan or program of the Company shall be
payable in accordance with such plan or program, except as explicitly modified
by this Agreement.

         8.       NO IMPLIED EMPLOYMENT RIGHTS. Nothing in this Agreement shall
alter the Executive's status as an "at will" employee of the Company or be
construed to imply that the Executive's employment is guaranteed for any period
of time except as otherwise agreed in a written agreement signed by a duly
authorized officer of the Company.






         9.       MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged, unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and the Company. No waiver by either
party hereto at any time of any breach by the other party hereto, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. No agreement or representation,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this
Agreement.

         10.      GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
without giving effect to the conflict of law principles thereof.

         11.      ARBITRATION. Any dispute or controversy arising under or in
connection with the subject matter, the interpretation, the application, or
alleged breach of this Agreement ("Arbitrable Claims") shall be resolved by
binding arbitration in the City of New York, New York, in accordance with the
then-current National Rules for the Resolution of Employment Disputes of the
American Arbitration Association. Arbitration shall be final and binding upon
the parties and shall be the exclusive remedy for all Arbitrable Claims.
Notwithstanding the foregoing, either party may bring an action in court to
compel arbitration under this Agreement, to enforce an arbitration award, or to
seek injunctive relief. THE PARTIES HEREBY WAIVE ANY RIGHT TO JURY TRIAL AS TO
ARBITRABLE CLAIMS.

         12.      SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

         13.      ENTIRE AGREEMENT. The parties agree that the terms of this
Agreement are intended to be the final expression of their agreement with
respect to the subject matter of this Agreement and may not be contradicted by
evidence of any prior or contemporaneous Agreement, except to the extent that
the provisions of any such agreement have been expressly referred to in this
Agreement as having continued effect. Any and all previous agreements, practices
and programs between the Company and the Executive dealing with severance or a
Termination of Employment are null and void and given no effect.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Executive has executed this
Agreement as of the day and year first above written.

         Corning Incorporated:


         By:     /s/  John P. MacMahon
              ---------------------------------------------------------
                 John P. MacMahon
                 Vice President, Global Compensation & Benefits

         Executive:


                 /s/  Joseph A. Miller, Jr.
              ---------------------------------------------------------
                 Joseph A. Miller, Jr.







                                                                   EXHIBIT 10.3



                              CORNING INCORPORATED
                           CHANGE IN CONTROL AGREEMENT




         This Agreement, dated as of February 1, 2004, is entered into between
Corning Incorporated, a corporation organized under the laws of the State of New
York ("Corning" or the "Company"), and James R. Houghton (the "Executive").

         WHEREAS, the Board of Directors of the Company (the "Board") recognizes
that the possibility of a Change in Control (as hereinafter defined) exists and
that the threat or the occurrence of a Change in Control can result in
significant distractions to its key management personnel because of the
uncertainties inherent in such a situation; and

         WHEREAS, the Board has determined that it is essential and in the best
interest of the Company and its stockholders to retain the services of the
Executive in the event of a threat or occurrence of a Change in Control and to
ensure the Executive's continued dedication and efforts in such event without
undue concern for the Executive's personal, financial and employment security;
and

         WHEREAS, in order to induce the Executive to remain in the employ of
the Company, particularly in the event of a threat or the occurrence of a Change
in Control, the Company desires to enter into this Agreement with the Executive
to provide the Executive with certain benefits in connection with a Change in
Control or a Potential Change in Control; and

         WHEREAS, this Agreement was originally authorized and approved by the
Compensation Committee of the Corning Board of Directors at its meeting on April
25, 2002, and supersede any other agreements, written or oral, dealing with the
Company's Change-in-Control Policy (the "CIC Policy").

         NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:

         1. TERM OF AGREEMENT. This Agreement shall commence as of February 1,
2004 (the "Effective Date") and shall continue in effect until the Executive
leaves the employ of the Company for any reason or until the Executive ceases to
be an officer of Corning Incorporated and is also notified in writing (within 90
days of ceasing to be an officer of Corning) that this Agreement is null and
void.

         2.       DEFINITIONS.

                  a. ACCRUED COMPENSATION. For purposes of this Agreement,
"Accrued Compensation" shall mean an amount which shall include all amounts
earned or accrued through the "Termination Date" (as hereinafter defined) but
not paid as of the Termination Date, including (i) base salary, (ii)
reimbursement for reasonable and necessary expenses incurred by the Executive on
behalf of the Company during the period ending on the Termination Date, (iii)
vacation pay and (iv) the Executive's target percentage for the annual
Management Variable Compensation and GoalSharing plans (collectively, the "Bonus
Plans") times the Executive's base salary, pro-rated to the last day of the
month closest to the Termination Date.

                  b. BASE AMOUNT. For purposes of this Agreement, "Base Amount"
shall mean the Executive's annual base salary at the rate in effect on the
Termination Date, including all amounts of base salary that are deferred under
the employee benefit plans of the Company or any other agreement or arrangement.






                  c. BONUS AMOUNT. For purposes of this Agreement, "Bonus
Amount" shall mean the greater of (i) the average amount paid or payable to the
Executive under the Bonus Plans in the two (2) full calendar years preceding the
calendar year in which the Termination Date occurred, or (ii) the Executive's
target percentage (or, if higher, the percentage amount the Executive would have
been entitled to under the Bonus Plans for performance in the Termination Year
determined as of the last day of the month closest to the Termination Date)
times the Base Amount.

                  d. CAUSE. For purposes of this Agreement, "Cause" shall mean
the Executive's:

                           (i) conviction of a felony or conviction of a
misdemeanor involving moral turpitude (from which no further appeals have been
or can be taken);

                           (ii) gross abdication of his duties as an employee
and officer of the Company (other than due to the Executive's illness or
personal family problems), which conduct remains uncured by the Executive for
a period of at least 30 days following written notice thereof to the Executive
by the Company, in each case as determined in good faith by the Company; or

                           (iii) misappropriation of Company assets, personal
dishonesty or business conduct which causes material or potentially material
financial or reputational harm for the Company. For purposes of this Section
2(d), no act or failure to act on the Executive's part shall be deemed to be a
termination for Cause if done, or omitted to be done, in good faith, and with
the reasonable belief that the action or omission was in the best interests of
the Company.

                  e. CHANGE IN CONTROL.  For purposes of this  Agreement,  a
"Change in Control"  shall mean any of the following events:

                           (i) Any person (as such term is used in Sections
13(d)  and 14(d)(2) of the Securities  Exchange Act of 1934) is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's then
outstanding securities, or such beneficial owner increases its ownership in
securities of the Company from 30% or more to 50% or more of the combined voting
power of the Company's then outstanding securities (thereby resulting in a
second Change in Control with respect to such beneficial owner and, accordingly,
an extension of the term of this Agreement pursuant to Section 1 hereof);

                           (ii) The individuals who are members of the Board as
of the date this Agreement is approved by the Board (the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board; PROVIDED,
HOWEVER, that if the appointment, election or nomination for election by the
Company's stockholders, of any new director is approved by a vote of at least
two-thirds of the Incumbent Board, such new director shall, for purposes of
this Agreement, be considered a member of the Incumbent Board; PROVIDED,
FURTHER, HOWEVER, that no individual shall be considered a member of the
Incumbent Board if such individual initially assumed office as a result of
either an actual or threatened "Election Contest" (as described in Rule 14a-11
promulgated under the 1934 Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board (a "Proxy
Contest") including by reason of any agreement intended to avoid or settle any
Election Contest or Proxy Contest;

                           (iii) Consummation of a merger, consolidation or
reorganization involving the Company, unless such merger, consolidation or
reorganization results in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or parent thereof) more than fifty percent (50%) of the total voting
power represented by the voting securities of the Company or such surviving
entity or parent thereof outstanding immediately after such merger,
consolidation, or reorganization;

                           (iv) A complete liquidation or dissolution of the
Company; or

                           (v) The sale or other disposition of all or
substantially all of the assets of the Company to any Person (other than a
transfer to a subsidiary).

                  f. COMPANY. For purposes of this Agreement, "Company" shall
include Corning's "Successors and Assigns" (as hereinafter defined).






                  g. DISABILITY. For purposes of this Agreement, "Disability"
shall mean a physical or mental infirmity which impairs the Executive's ability
to substantially perform the Executive's duties with the Company for a period
of: (i) one hundred eighty (180) consecutive days; or (ii) 180 days during any
twelve (12) month period, and the Executive has not returned to full time
employment prior to the Termination Date as stated in the "Notice of
Termination".

                  h. LONG-TERM CASH AMOUNT. For purposes of this Agreement,
"Long-Term Cash Amount" shall mean any cash award granted to the Executive under
the Company's Corporate Performance Plan while the Executive was actively
employed. For purpose of this Section, the cash award shall be multiplied by a
factor of 150%.

                  i. NOTICE OF TERMINATION. For purposes of this Agreement,
"Notice of Termination" shall mean a written notice of termination of the
Executive's employment from the Company, which notice indicates the Termination
Date (as defined below), the specific termination provision in this Agreement
relied upon and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.

                  j. POTENTIAL CHANGE IN CONTROL PERIOD. For purposes of this
Agreement, "Potential Change in Control Period" shall mean the period beginning
on the date of execution (during the term of this Agreement) of an agreement
with respect to a transaction the consummation of which would constitute or
result in a Change in Control, and ending on the date immediately following the
Change in Control date or the date on which such agreement is terminated or the
transaction contemplated therein otherwise is abandoned.

                  k. SUCCESSORS AND ASSIGNS. For purposes of this Agreement,
"Successors and Assigns" shall mean a corporation or other entity acquiring all
or substantially all of the assets and business of the Company whether by
operation of law or otherwise.

                  l. TERMINATION DATE. For purposes of this Agreement,
"Termination Date" shall mean, in the case of the Executive's death, the
Executive's date of death and, in all other cases, the date specified in the
Notice of Termination; PROVIDED, HOWEVER, that if the Executive's employment is
terminated by the Company due to Disability, the date specified in the Notice of
Termination shall be at least 30 days from the date the Notice of Termination is
given to the Executive, provided that, in the case of Disability, the Executive
shall not have returned to the full-time performance of the Executive's duties
during such period of at least 30 days.

         3.       CHANGE IN CONTROL BENEFITS

                  a. If, during the term of this Agreement, a Change in Control
occurs, the Executive shall be entitled to the following compensation and
benefits:

                           (i) Following Executive's Termination Date, the
Company shall pay to the Executive the Accrued Compensation;

                           (ii) the restrictions on any Long-Term Cash Amount
shall lapse and such cash award shall become 100% vested and payable;

                           (iii) the restrictions on any outstanding equity
incentive awards, including stock options and restricted stock, granted to the
Executive under the Company's stock option and other stock incentive plans or
under any other incentive plan or arrangement shall lapse and such incentive
award shall become 100% vested and, in the case of stock options, immediately
exercisable

                           (iv) the Company shall pay the Executive as severance
pay and in lieu of any further compensation for periods subsequent to the
Termination Date, in a single lump-sum payment, an amount in cash equal to
2.99 times the sum of (A) the Base Amount, and (B) the Bonus Amount. To the
extent Executive's employment with the Company continues after the Change in
Control and Executive subsequently receives a Notice of Termination within 12
months following the Change in Control, Executive shall not be entitled to
further severance pay during that period.






                           (v) following Executive's Termination Date and for a
number of months equal to thirty-six (36) months (the "Continuation Period"),
the Company shall, at its expense, continue on behalf of the Executive and the
Executive's dependents and beneficiaries the life insurance, disability,
medical, dental and hospitalization benefits provided (A) to the Executive at
any time during the 90-day period prior to the Change in Control or at any time
thereafter or (B) to other similarly situated executives who continue in the
employ of the Company during the Continuation Period. The coverage and benefits
(including deductibles and costs) provided in this Section 3(b)(ii)(4) during
the Continuation Period shall be no less favorable to the Executive and the
Executive's dependents and beneficiaries, than the most favorable of such
coverage and benefits provided to Corning executives in general during any of
the periods referred to in clauses (A) and (B), above, of this subsection. This
subsection 3(b)(ii)(4) shall not be interpreted so as to limit any benefits to
which the Executive or the Executive's dependents or beneficiaries may be
entitled under any of the Company's employee benefit plans, programs or
practices following the Executive's termination of employment, including without
limitation, retiree medical and life insurance benefits. In lieu of the
continuation of benefits referenced in this subsection 3(b)(ii)(4), the
Executive may elect to waive such benefits and receive a one-time cash payment
of $75,000 within 30 days of the Executive's Termination Date in full
satisfaction of this provision;

                           (vi) the Executive may request the Company to
purchase the Executive's principal residence. Such purchase shall be made at the
greater of (i) the residence's appraised value at the Termination Date, as
determined in accordance with the Company's relocation policies in effect
immediately prior to the Potential Change in Control Period or Change in Control
(as applicable); (ii) the total cost of the residence plus improvements
("Protected Value"), as determined in accordance with the Company's
Protected Value policy in effect as of the date of this Agreement, or (iii) the
modified appraised market value defined to be the appraised market value of the
Executive's principal residence at a point in time prior to the Change in
Control announcement (the "Baseline") updated annually by an appropriate housing
inflation index, or until the next "Baseline" is established. For purposes of
this modified appraised value, the Company will undertake to obtain the
appraised market value of the Executive's principal residence, to establish the
Baseline, at least once every ten (10) years and no more frequently than once
every four (4) years, and will maintain records of the values calculated under
this modified appraised market value;

                           (vii) following Executive's Termination Date, the
Executive's pension benefit ("Pension Benefit") will be calculated under the
terms of the Company's Executive Supplemental Pension Plan after providing the
Executive with an additional five (5) years of credited service under the plan.
The Pension Benefit determined under this subsection 3(b)(ii)(7) shall commence
at age 55, or as of the Termination Date if the Executive is already at least
age 55, without giving effect to any actuarial reductions that may otherwise be
imposed by the plan; and

                           (viii) following Executive's Termination Date, the
Executive shall be eligible for comprehensive outplacement assistance up to a
maximum benefit equal to 20% of base pay at the time of termination payable by
the Company within one year directly to an outside vendor selected by the
Executive. At the election of the Executive, a one-time taxable payment of 20%
of base salary (up to a maximum of $65,000) may be paid in lieu of the benefit
provided in the preceding sentence.

                  b. The amount provided for in subsection 3(a)(iv) shall be
paid in a single lump sum cash payment within fourteen (14) days of a Change in
Control. Any other amounts provided for in this section after Executive's
Termination Date shall be paid or processed as soon as administratively
possible.

                  c. The Executive shall not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other employment or
otherwise, and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to the Executive in any subsequent employment.

         4.       NOTICE OF TERMINATION. During the Potential Change in Control
Period and on or following a Change in Control, any purported termination of the
Executive's employment shall be communicated by a Notice of Termination to the
Executive. For purposes of this Agreement, no such purported termination shall
be effective without such Notice of Termination.






         5.       TAX GROSS-UP PAYMENTS

                  a. In the event that the severance and any other payments or
benefits (including, without limitation, any accelerated vesting of equity-based
awards) provided for in this Agreement or any other payments or benefits due to
the Executive (individually, a "Payment", and collectively, the "Payments") (i)
constitute "parachute payments" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this
Section, would be subject to the excise tax imposed by Section 4999 of the Code
(the "Excise Tax"), then the Executive shall receive a full gross-up ("Tax
Gross-up") for any and all Excise Taxes imposed.

                  b. An initial determination as to whether the Excise Tax will
be imposed, the amount of the Excise Tax and the calculated Tax Gross-up shall
be made, at the Company's expense, by the accounting firm that is the Company's
independent accounting firm as of the date of the Change in Control (the
"Accounting Firm"). The Accounting Firm shall provide its determination (the
"Determination"), together with detailed supporting calculations and
documentation, to the Company and the Executive within ten (10) days of the
Termination Date, if applicable, or such other time as requested by the Company
or by the Executive (provided the Executive reasonably believes that any of the
Payments may be subject to the Excise Tax) and, if the Accounting Firm
determines that no Excise Tax is payable by the Executive with respect to a
Payment or Payments, it shall furnish the Executive with an opinion reasonably
acceptable to the Executive that no Excise Tax will be imposed with respect to
any such Payment or Payments. Within ten (10) days of the delivery of the
Determination to the Executive, the Executive shall have the right to dispute
the Determination (the "Dispute"). If there is no Dispute, the Determination
shall be binding, final and conclusive upon the Company and the Executive.

                  c. As a result of uncertainty in the application of Section
4999 of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Tax Gross-Up payments not made by the Company
should have been made ("Underpayment"), or that Tax Gross-Up payments will have
been made by the Company which should not have been made ("Overpayments"). In
either such event, the Accounting Firm shall determine the amount of the
Underpayment or Overpayment that has occurred. In the case of an Underpayment,
the amount of such Underpayment shall be promptly paid by the Company to or for
the benefit of the Executive. In the case of an Overpayment, the Executive
shall, at the direction and expense of the Company, take such steps as are
reasonably necessary (including the filing of returns and claims for refund),
follow reasonable instructions from, and procedures established by, the Company,
and otherwise reasonably cooperate with the Company to correct such Overpayment.

                  d. Any other provision of this Section 5 notwithstanding, if
the Excise Tax could be avoided by reducing the Payments by a present value
(determined in accordance with any proposed, temporary or final regulations
under Sections 280G or 4999 of the Code) of $45,000 or less, then the Payments
shall be reduced to the extent necessary to avoid the Excise Tax and no Tax
Gross-Up payment shall be made. If the Accounting Firm determines that the
Payments are to be reduced under the preceding sentence, then the Company shall
promptly give the Executive notice to that effect and a copy of the detailed
calculation thereof. The Executive may then elect, in the Executive's sole
discretion, which and how much of the Payments are to be eliminated or reduced
(as long as after such election no Excise Tax will be payable) and shall advise
the Company in writing of the Executive's election within 10 days of receipt of
notice. If no such election is made by the Executive within such 10-day period,
then the Company may elect which and how much of the Payments are to be
eliminated or reduced (as long as after such election no Excise Tax will be
payable) and shall notify the Executive promptly of such election.

         6.       EMPLOYMENT TAXES. All payments made pursuant to this Agreement
will be subject to applicable withholdings of income and employment taxes.

         7.       SUCCESSORS; BINDING AGREEMENT. This Agreement shall be binding
upon and shall inure to the benefit of the Company, its Successors and Assigns
and the Company shall require any Successors and Assigns to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession or assignment
had taken place. Neither this Agreement nor any right or interest hereunder
shall be assignable or transferable by the Executive or the Executive's
beneficiaries or legal representatives, except by will or by the laws of descent
and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal personal representative.






         8.       NOTICE. For the purposes of this Agreement, notices and all
other communications provided for in the Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, addressed to the respective addresses last given by each party
to the other, provided that all notices to the Company shall be directed to the
attention of the Chairman of the Board with a copy to the Secretary of the
Company. All notices and communications shall be denied to have been received on
the date of delivery thereof or on the third business day after the mailing
thereof, except that notice of change of address shall be effective only upon
receipt.

         9.       NON-EXCLUSIVITY OF RIGHTS; EFFECT ON CIC POLICY. Nothing in
this Agreement shall prevent or limit the Executive's continuing or future
participation in any benefit, bonus, incentive or other plan or program provided
by the Company (except for any severance or termination policies, plans,
programs or practices) and for which the Executive may qualify, nor shall
anything herein limit or reduce such rights as the Executive may have under any
other agreements with the Company. Amounts which are vested benefits or which
the Executive is otherwise entitled to receive under any plan or program of the
Company shall be payable in accordance with such plan or program, except as
explicitly modified by this Agreement.

         10.       NO IMPLIED EMPLOYMENT RIGHTS. Nothing in this Agreement shall
alter the Executive's status as an "at will" employee of the Company or be
construed to imply that the Executive's employment is guaranteed for any period
of time except as otherwise agreed in a written agreement signed by a duly
authorized officer of the Company.

         11.      MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged, unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and the Company. No waiver by either
party hereto at any time of any breach by the other party hereto, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. No agreement or representation,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this
Agreement.

         12.      GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
without giving effect to the conflict of law principles thereof.

         13.      ARBITRATION. Any dispute or controversy arising under or in
connection with the subject matter, the interpretation, the application, or
alleged breach of this Agreement ("Arbitrable Claims") shall be resolved by
binding arbitration in the City of New York, New York, in accordance with the
then-current National Rules for the Resolution of Employment Disputes of the
American Arbitration Association. Arbitration shall be final and binding upon
the parties and shall be the exclusive remedy for all Arbitrable Claims.
Notwithstanding the foregoing, either party may bring an action in court to
compel arbitration under this Agreement, to enforce an arbitration award, or to
seek injunctive relief. THE PARTIES HEREBY WAIVE ANY RIGHT TO JURY TRIAL AS TO
ARBITRABLE CLAIMS.

         14.      LEGAL FEES AND EXPENSES. The Company shall pay or reimburse
the Executive on an after-tax basis for all costs and expenses (including,
without limitation, court and arbitrations cost and reasonable legal fees and
expenses which reflect common practice with respect to the matters involved)
incurred by the Executive as a result of any claim, action or proceeding arising
out of this Agreement or the contesting, disputing or enforcing of any
provision, right or obligation under this Agreement, except where it is finally
determined that the Executive's position was entirely without merit and asserted
in bad faith.

         15.      SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

         16.      ENTIRE AGREEMENT. The parties agree that the terms of this
Agreement are intended to be the final expression of their agreement with
respect to the subject matter of this Agreement and may not be contradicted by
evidence of any prior or contemporaneous Agreement, except to the extent that
the provisions of any such agreement have been expressly referred to in this
Agreement as having continued effect.






         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Executive has executed this
Agreement as of the day and year first above written.


         Corning Incorporated:


         By:     /s/  John P. MacMahon
              ------------------------------------------------
                 John P. MacMahon
                 Vice President, Worldwide Compensation & Benefits


         Executive:


                 /s/  James R. Houghton
              ------------------------------------------------
                 James R. Houghton







                                                                   EXHIBIT 10.4



                        Amendment to Corning Incorporated
                           Change-In-Control Agreement



         This amendment (the "Amendment"), dated as of February 1, 2004, is
entered into between Corning Incorporated, a corporation organized under the
laws of the State of New York ("Corning" or the "Company"), and [James B. Flaws
and Peter F. Volanakis each individually] (the "Executive") and amends the
Change In Control Agreement (the "CIC Agreement") originally entered into
between the Company and Executive on October 4, 2000.



                  1. Section 1 of the CIC Agreement is hereby deleted in its
entirety and is replaced with the following:


                  "TERM OF AGREEMENT. This Agreement shall commence as of
October 4, 2000 (the "Effective Date") and shall continue in effect until the
Executive leaves the employ of the Company for any reason or until the Executive
ceases to be an officer of Corning Incorporated and is also notified in writing
(within 90 days of ceasing to be an officer of Corning) that this Agreement is
null and void."


         Except as noted above, all other provisions of the CIC Agreement remain
in effect with no changes.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and the Executive has executed this Agreement as of the
day and year first above written.


         Corning Incorporated:


         By:     /s/  John P. MacMahon
              ------------------------------------------------
                 John P. MacMahon
                 VP, Global Compensation & Benefits


         Executive:


                 /s/
              ------------------------------------------------
              [each signed separately by James B. Flaws and Peter F. Volanakis]







                                                                   EXHIBIT 10.5



                              CORNING INCORPORATED
                           CHANGE IN CONTROL AGREEMENT



         This Agreement, dated as of October 4, 2000, is entered into between
Corning Incorporated, a corporation organized under the laws of the State of New
York ("Corning" or the "Company"), and [James B. Flaws and Peter F. Volanakis
each individually] (the "Executive").

         WHEREAS, the Board of Directors of the Company (the "Board") recognizes
that the possibility of a Change in Control (as hereinafter defined) exists and
that the threat or the occurrence of a Change in Control can result in
significant distractions to its key management personnel because of the
uncertainties inherent in such a situation; and

         WHEREAS, the Board has determined that it is essential and in the best
interest of the Company and its stockholders to retain the services of the
Executive in the event of a threat or occurrence of a Change in Control and to
ensure the Executive's continued dedication and efforts in such event without
undue concern for the Executive's personal, financial and employment security;
and

         WHEREAS, in order to induce the Executive to remain in the employ of
the Company, particularly in the event of a threat or the occurrence of a Change
in Control, the Company desires to enter into this Agreement with the Executive
to provide the Executive with certain benefits in connection with a Change in
Control or a Potential Change in Control; and

         WHEREAS, this Agreement is intended to supersede: (i) the existing
Change in Control agreement executed as of July 1, 2000; and (ii) the Change in
Control provisions of the "comfort letter", dated June 1, 1998, regarding the
Company's Executive Severance and Change-in-Control Policy (the "CIC Policy").

         NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:

         1.       TERM OF AGREEMENT. This Agreement shall commence as of October
4, 2000 (the "Effective Date") and shall continue in effect until the third
anniversary of the Effective Date, provided, that commencing on the second
anniversary of the Effective Date and on each subsequent anniversary thereof,
the term of this Agreement shall be automatically extended for one (1) year
unless either the Company or the Executive shall have given written notice to
the other at least ninety (90) days prior thereto that the term of this
Agreement shall not be so extended; and provided, further, that notwithstanding
any such notice by the Company not to extend, the term of this Agreement shall
not expire during a Potential Change in Control Period (as hereinafter defined)
or prior to the expiration of four (4) years after the date of a Change in
Control that occurs during the term hereof (including during a Potential Change
in Control Period).

         2.       DEFINITIONS.

                  a. ACCRUED COMPENSATION. For purposes of this Agreement,
"Accrued Compensation" shall mean an amount which shall include all amounts
earned or accrued through the "Termination Date" (as hereinafter defined) but
not paid as of the Termination Date, including (i) base salary, (ii)
reimbursement for reasonable and necessary expenses incurred by the Executive on
behalf of the Company during the period ending on the Termination Date, (iii)
vacation pay and (iv) the Executive's target percentage for the annual
Management Variable Compensation and GoalSharing plans (collectively, the "Bonus
Plans") times the Executive's base salary, pro-rated to the last day of the
month closest to the Termination Date.

                  b. BASE AMOUNT. For purposes of this Agreement, "Base Amount"
shall mean the Executive's annual base salary at the rate in effect on the
Termination Date, including all amounts of base salary that are deferred under
the employee benefit plans of the Company or any other agreement or arrangement.






                  c. BONUS AMOUNT. For purposes of this Agreement, "Bonus
Amount" shall mean the greater of (i) the average amount paid or payable to the
Executive under the Bonus Plans in the two (2) full calendar years preceding the
calendar year in which the Termination Date occurred, or (ii) the Executive's
target percentage (or, if higher, the percentage amount the Executive would have
been entitled to under the Bonus Plans for performance in the Termination Year
determined as of the last day of the month closest to the Termination Date)
times the Base Amount.

                  d. CAUSE. For purposes of this Agreement, "Cause" shall mean
the Executive's:

                           (i) conviction of a felony or conviction of a
misdemeanor involving moral turpitude (from which no further appeals have been
or can be taken);

                           (ii) gross abdication of his duties as an employee
and officer of the Company (other than due to the Executive's illness or
personal family problems), which conduct remains uncured by the Executive for
a period of at least 30 days following written notice thereof to the Executive
by the Company, in each case as determined in good faith by the Company; or

                           (iii) misappropriation of Company assets, personal
dishonesty or business conduct which causes material or potentially material
financial or reputational harm for the Company. For purposes of this Section
2(d), no act or failure to act on the Executive's part shall be deemed to be a
termination for Cause if done, or omitted to be done, in good faith, and with
the reasonable belief that the action or omission was in the best interests of
the Company.

                  e. CHANGE IN CONTROL. For purposes of this Agreement, a
"Change in Control"  shall mean any of the following events:

                           (i) Any person (as such term is used in Sections
13(d)  and 14(d)(2) of the Securities  Exchange Act of 1934) is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's then
outstanding securities, or such beneficial owner increases its ownership in
securities of the Company from 30% or more to 50% or more of the combined voting
power of the Company's then outstanding securities (thereby resulting in a
second Change in Control with respect to such beneficial owner and, accordingly,
an extension of the term of this Agreement pursuant to Section 1 hereof);

                           (ii) The individuals who are members of the Board as
of the date this Agreement is approved by the Board (the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board; PROVIDED,
HOWEVER, that if the appointment, election or nomination for election by the
Company's stockholders, of any new director is approved by a vote of at least
two-thirds of the Incumbent Board, such new director shall, for purposes of
this Agreement, be considered a member of the Incumbent Board; PROVIDED,
FURTHER, HOWEVER, that no individual shall be considered a member of the
Incumbent Board if such individual initially assumed office as a result of
either an actual or threatened "Election Contest" (as described in Rule 14a-11
promulgated under the 1934 Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board
(a "Proxy Contest") including by reason of any agreement intended to avoid or
settle any Election Contest or Proxy Contest;

                           (iii) Consummation of a merger, consolidation or
reorganization involving the Company, unless such merger, consolidation or
reorganization results in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or parent thereof) more than fifty percent (50%) of the total
voting power represented by the voting securities of the Company or such
surviving entity or parent thereof outstanding immediately after such merger,
consolidation, or reorganization;

                           (iv) A complete liquidation or dissolution of the
Company; or

                           (v) The sale or other disposition of all or
substantially all of the assets of the Company to any Person (other than a
transfer to a subsidiary).

                  f. COMPANY. For purposes of this Agreement, "Company" shall
include Corning's "Successors and Assigns" (as hereinafter defined).






                  g. DISABILITY. For purposes of this Agreement, "Disability"
shall mean a physical or mental infirmity which impairs the Executive's ability
to substantially perform the Executive's duties with the Company for a period
of: (i) one hundred eighty (180) consecutive days; or (ii) 180 days during any
twelve (12) month period, and the Executive has not returned to full time
employment prior to the Termination Date as stated in the "Notice of
Termination".

                  h. GOOD REASON. For purposes of this Agreement, "Good Reason"
shall mean the occurrence of any of the events or conditions described in
subsections (i) through (vi) below, PROVIDED, HOWEVER, that the Executive gives
the Company thirty (30) days' Notice of Termination (as defined below) (during
which time the Company will have an opportunity to correct the condition
constituting "Good Reason"), and PROVIDED, FURTHER, that such notice is
submitted by the Executive no later than six (6) months after the occurrence of
the event that is the basis for the "Good Reason":

                           (i) The Executive's good faith determination that any
of the following has occurred:

                                    (1) a material change in the Executive's
status, title, position or responsibilities which
represents a material and adverse change from the Executive's status, title,
position or responsibilities as in effect immediately prior to such change;

                                    (2) the assignment to the Executive of any
duties or responsibilities which are substantially inconsistent with the
Executive's status, title, position or responsibilities as in effect immediately
prior to such assignment; or

                                    (3) any removal of the Executive from or
failure to reappoint or reelect the Executive to any of such offices or
positions, except in connection with the termination of the Executive's
employment for Disability, Cause, as a result of the Executive's death or by
the Executive other than for Good Reason;

                           (ii) a reduction in the Executive's base salary;

                           (iii) the Company's requiring the Executive to change
the location of his principal office which results in Executive having to
commute more than 30 miles from his residence, without Executive's express
consent, except for reasonably required travel on the Company's business which
is not materially greater than such travel requirements prior to the Change
in Control;

                           (iv) a material reduction by the Company in the kind
or level of employee benefits (other than base, bonus or long-term salary or
compensation) to which the Executive is entitled at any time within ninety
(90) days preceding the commencement of a Potential Change in Control Period
or the date of a Change in Control or at any time thereafter, (other than any
such reduction which is part of, and generally consistent with, a general
reduction applicable to all officers of the Company);

                           (v) any material breach by the Company of any
provision of this Agreement or any Employment Agreement between the Company
and the Executive; or

                           (vi) the failure of the Company to obtain an
agreement from any Successors and Assigns to assume and agree to perform this
Agreement, as contemplated in Section 8 hereof.

                  i. LONG-TERM CASH AMOUNT. For purposes of this Agreement,
"Long-Term Cash Amount" shall mean any cash award granted to the Executive under
the Company's Corporate Performance Plan while the Executive was actively
employed. For purpose of this Section, the cash award shall be multiplied by a
factor of 150%.

                  j. NOTICE OF TERMINATION. For purposes of this Agreement,
"Notice of Termination" shall mean a written notice of termination of the
Executive's employment from the Company, which notice indicates the Termination
Date (as defined below), the specific termination provision in this Agreement
relied upon and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.






                  k. POTENTIAL CHANGE IN CONTROL PERIOD. For purposes of this
Agreement, "Potential Change in Control Period" shall mean the period beginning
on the date of execution (during the term of this Agreement) of an agreement
with respect to a transaction the consummation of which would constitute or
result in a Change in Control, and ending on the date immediately following the
Change in Control date or the date on which such agreement is terminated or the
transaction contemplated therein otherwise is abandoned.

                  l. SUCCESSORS AND ASSIGNS. For purposes of this Agreement,
"Successors and Assigns" shall mean a corporation or other entity acquiring all
or substantially all of the assets and business of the Company whether by
operation of law or otherwise.

                  m. TERMINATION DATE. For purposes of this Agreement,
"Termination Date" shall mean, in the case of the Executive's death, the
Executive's date of death, in the case of Good Reason, the last day of the
Executive's employment (which shall be no sooner than thirty (30) days after the
Executive submits his Notice of Termination), and, in all other cases, the date
specified in the Notice of Termination; PROVIDED, HOWEVER, that if the
Executive's employment is terminated by the Company due to Disability, the date
specified in the Notice of Termination shall be at least 30 days from the date
the Notice of Termination is given to the Executive, provided that, in the case
of Disability, the Executive shall not have returned to the full-time
performance of the Executive's duties during such period of at least 30 days.

         3.       CHANGE IN CONTROL BENEFITS

                  a. If, during the term of this Agreement, a Change in Control
occurs, the Executive shall be entitled to the following compensation and
benefits:

                           (i)  the restrictions on any Long-Term Cash Amount
shall lapse and such cash award shall become 100% vested and payable;

                           (ii) the restrictions on any outstanding equity
incentive awards, including stock options and restricted stock, granted to the
Executive under the Company's stock option and other stock incentive plans or
under any other incentive plan or arrangement shall lapse and such incentive
award shall become 100% vested and, in the case of stock options, immediately
exercisable.

                  b. If, during the term of this Agreement, the Executive's
employment with the Company shall be terminated within the Potential Change in
Control Period or within four (4) years following a Change in Control, the
Executive shall be entitled to the following compensation and benefits:

                           (i)  If the Executive's employment with the Company
shall be terminated (1) by the Company for Cause, (2) by the Executive other
than for Good Reason, or (3) by reason of death or Disability, the Company
shall pay to the Executive the Accrued Compensation.

                           (ii) If the Executive's employment with the Company
shall be terminated for any reason other than as specified in Section 3(b)(i),
the Executive shall be entitled to the following:

                                    (1) the Company shall pay the Executive all
Accrued Compensation;

                                    (2) the Company shall pay the Executive as
severance pay and in lieu of any further compensation for periods subsequent
to the Termination Date, in a single lump-sum payment, an amount in cash equal
to three (3) times the sum of (A) the Base Amount, and (B) the Bonus Amount;

                                    (3) the restrictions on any Long-Term Cash
Amount shall lapse and such cash award shall
become 100% vested and payable;






                                    (4) for a number of months equal to
thirty-six (36) months (the "Continuation Period"), the Company shall, at its
expense, continue on behalf of the Executive and the Executive's dependents and
beneficiaries the life insurance, disability, medical, dental and
hospitalization benefits provided (A) to the Executive at any time during the
90-day period prior to the Change in Control or at any time thereafter or (B)
to other similarly situated executives who continue in the employ of the Company
during the Continuation Period. The coverage and benefits (including deductibles
and costs) provided in this Section 3(b)(ii)(4) during the Continuation Period
shall be no less favorable to the Executive and the Executive's dependents and
beneficiaries, than the most favorable of such coverage and benefits provided
to Corning executives in general during any of the periods referred to in
clauses (A) and (B), above, of this subsection. This subsection 3(b)(ii)(4)
shall not be interpreted so as to limit any benefits to which the Executive or
the Executive's dependents or beneficiaries may be entitled under any of the
Company's employee benefit plans, programs or practices following the
Executive's termination of employment, including without limitation, retiree
medical and life insurance benefits. In lieu of the continuation of benefits
referenced in this subsection 3(b)(ii)(4), the Executive may elect to waive
such benefits and receive a one-time cash payment of $75,000 within 30 days of
the Executive's Termination Date in full satisfaction of this provision;

                                    (5) the Executive may request the Company to
purchase the Executive's principal residence.  Such purchase shall be made at
the greater of (i) the residence's appraised value at the Termination Date, as
determined in accordance with the Company's relocation policies in effect
immediately prior to the Potential Change in Control Period or Change in Control
(as applicable); (ii) the total cost of the residence plus improvements
("Protected Value"), as determined in accordance with the Company's Protected
Value policy in effect as of the date of this Agreement, or (iii) the modified
appraised market value defined to be the appraised market value of the
Executive's principal residence at a point in time prior to the Change in
Control announcement (the "Baseline") updated annually by an appropriate housing
inflation index, or until the next "Baseline" is established. For purposes of
this modified appraised value, the Company will undertake to obtain the
appraised market value of the Executive's principal residence, to establish
the Baseline, at least once every ten (10) years and no more frequently than
once every four (4) years, and will maintain records of the values calculated
under this modified appraised market value;

                                    (6) the restrictions on any outstanding
equity incentive awards, including stock options and restricted stock, granted
to the Executive under the Company's stock option and other stock incentive
plans or under any other incentive plan or arrangement shall lapse and such
incentive award shall become 100% vested and, in the case of stock options,
immediately exercisable;

                                    (7) the Executive's pension benefit
("Pension Benefit") will be calculated under the terms of the Company's
Executive Supplemental Pension Plan after providing the Executive with an
additional five (5) years of credited service under the plan. The Pension
Benefit determined under this subsection 3(b)(ii)(7) shall commence at
age 55, or as of the Termination Date if the Executive is already at least age
55, without giving effect to any actuarial reductions that may otherwise be
imposed by the plan; and

                                    (8) the Executive shall be eligible for
comprehensive outplacement assistance up to a maximum benefit equal to 20% of
base pay at the time of termination payable by the Company within one year
directly to an outside vendor selected by the Executive.  At the election of
the Executive, a one-time taxable payment of 20% of base salary (up to a
maximum of $65,000) may be paid in lieu of the benefit provided in the
preceding sentence.

                  c. The amount provided for in subsection 3(a)(i) shall be paid
in a single lump sum cash payment within fourteen (14) days of a Change in
Control. The amounts provided for in subsection 3(b)(i), and subsections
3(b)(ii)(1) through 3(b)(ii)(4) inclusive and subsection 3(b)(ii)(8) shall be
paid in a single lump sum cash payment within fourteen (14) days after the
Executive's Termination Date (or earlier, if required by applicable law).

                  d. The Executive shall not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other employment or
otherwise, and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to the Executive in any subsequent employment.

         4.       NOTICE OF TERMINATION. During the Potential Change in Control
Period and on or following a Change in Control, any purported termination of the
Executive's employment shall be communicated by a Notice of Termination to the
Executive. For purposes of this Agreement, no such purported termination shall
be effective without such Notice of Termination.






         5.       TAX GROSS-UP PAYMENTS

                  a. In the event that the severance and any other payments or
benefits (including, without limitation, any accelerated vesting of equity-based
awards) provided for in this Agreement or any other payments or benefits due to
the Executive (individually, a "Payment", and collectively, the "Payments") (i)
constitute "parachute payments" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this
Section, would be subject to the excise tax imposed by Section 4999 of the Code
(the "Excise Tax"), then the Executive shall receive a full gross-up ("Tax
Gross-up") for any and all Excise Taxes imposed.

                  b. An initial determination as to whether the Excise Tax will
be imposed, the amount of the Excise Tax and the calculated Tax Gross-up shall
be made, at the Company's expense, by the accounting firm that is the Company's
independent accounting firm as of the date of the Change in Control (the
"Accounting Firm"). The Accounting Firm shall provide its determination (the
"Determination"), together with detailed supporting calculations and
documentation, to the Company and the Executive within ten (10) days of the
Termination Date, if applicable, or such other time as requested by the Company
or by the Executive (provided the Executive reasonably believes that any of the
Payments may be subject to the Excise Tax) and, if the Accounting Firm
determines that no Excise Tax is payable by the Executive with respect to a
Payment or Payments, it shall furnish the Executive with an opinion reasonably
acceptable to the Executive that no Excise Tax will be imposed with respect to
any such Payment or Payments. Within ten (10) days of the delivery of the
Determination to the Executive, the Executive shall have the right to dispute
the Determination (the "Dispute"). If there is no Dispute, the Determination
shall be binding, final and conclusive upon the Company and the Executive.

                  c. As a result of uncertainty in the application of Section
4999 of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Tax Gross-Up payments not made by the Company
should have been made ("Underpayment"), or that Tax Gross-Up payments will have
been made by the Company which should not have been made ("Overpayments"). In
either such event, the Accounting Firm shall determine the amount of the
Underpayment or Overpayment that has occurred. In the case of an Underpayment,
the amount of such Underpayment shall be promptly paid by the Company to or for
the benefit of the Executive. In the case of an Overpayment, the Executive
shall, at the direction and expense of the Company, take such steps as are
reasonably necessary (including the filing of returns and claims for refund),
follow reasonable instructions from, and procedures established by, the Company,
and otherwise reasonably cooperate with the Company to correct such Overpayment.

                  d. Any other provision of this Section 5 notwithstanding, if
the Excise Tax could be avoided by reducing the Payments by a present value
(determined in accordance with any proposed, temporary or final regulations
under Sections 280G or 4999 of the Code) of $45,000 or less, then the Payments
shall be reduced to the extent necessary to avoid the Excise Tax and no Tax
Gross-Up payment shall be made. If the Accounting Firm determines that the
Payments are to be reduced under the preceding sentence, then the Company shall
promptly give the Executive notice to that effect and a copy of the detailed
calculation thereof. The Executive may then elect, in the Executive's sole
discretion, which and how much of the Payments are to be eliminated or reduced
(as long as after such election no Excise Tax will be payable) and shall advise
the Company in writing of the Executive's election within 10 days of receipt of
notice. If no such election is made by the Executive within such 10-day period,
then the Company may elect which and how much of the Payments are to be
eliminated or reduced (as long as after such election no Excise Tax will be
payable) and shall notify the Executive promptly of such election.

         6.       EMPLOYMENT TAXES. All payments made pursuant to this Agreement
will be subject to applicable withholdings of income and employment taxes.

         7.       SUCCESSORS; BINDING AGREEMENT. This Agreement shall be binding
upon and shall inure to the benefit of the Company, its Successors and Assigns
and the Company shall require any Successors and Assigns to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession or assignment
had taken place. Neither this Agreement nor any right or interest hereunder
shall be assignable or transferable by the Executive or the Executive's
beneficiaries or legal representatives, except by will or by the laws of descent
and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal personal representative.






         8.       NOTICE. For the purposes of this Agreement, notices and all
other communications provided for in the Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, addressed to the respective addresses last given by each party
to the other, provided that all notices to the Company shall be directed to the
attention of the Chairman of the Board with a copy to the Secretary of the
Company. All notices and communications shall be denied to have been received on
the date of delivery thereof or on the third business day after the mailing
thereof, except that notice of change of address shall be effective only upon
receipt.

         9.       NON-EXCLUSIVITY OF RIGHTS; EFFECT ON CIC POLICY. Nothing in
this Agreement shall prevent or limit the Executive's continuing or future
participation in any benefit, bonus, incentive or other plan or program provided
by the Company (except for any severance or termination policies, plans,
programs or practices) and for which the Executive may qualify, nor shall
anything herein limit or reduce such rights as the Executive may have under any
other agreements with the Company. Amounts which are vested benefits or which
the Executive is otherwise entitled to receive under any plan or program of the
Company shall be payable in accordance with such plan or program, except as
explicitly modified by this Agreement. This Agreement shall supersede the
existing Change in Control agreement executed as of July 1, 2000 and the Change
in Control provisions of the CIC Policy.

         10.      NO IMPLIED EMPLOYMENT RIGHTS. Nothing in this Agreement shall
alter the Executive's status as an "at will" employee of the Company or be
construed to imply that the Executive's employment is guaranteed for any period
of time except as otherwise agreed in a written agreement signed by a duly
authorized officer of the Company.

         11.      MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged, unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and the Company. No waiver by either
party hereto at any time of any breach by the other party hereto, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. No agreement or representation,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this
Agreement.

         12.      GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
without giving effect to the conflict of law principles thereof.

         13.      ARBITRATION. Any dispute or controversy arising under or in
connection with the subject matter, the interpretation, the application, or
alleged breach of this Agreement ("Arbitrable Claims") shall be resolved by
binding arbitration in the City of New York, New York, in accordance with the
then-current National Rules for the Resolution of Employment Disputes of the
American Arbitration Association. Arbitration shall be final and binding upon
the parties and shall be the exclusive remedy for all Arbitrable Claims.
Notwithstanding the foregoing, either party may bring an action in court to
compel arbitration under this Agreement, to enforce an arbitration award, or to
seek injunctive relief. THE PARTIES HEREBY WAIVE ANY RIGHT TO JURY TRIAL AS TO
ARBITRABLE CLAIMS.

         14.      LEGAL FEES AND EXPENSES. The Company shall pay or reimburse
the Executive on an after-tax basis for all costs and expenses (including,
without limitation, court and arbitrations cost and reasonable legal fees and
expenses which reflect common practice with respect to the matters involved)
incurred by the Executive as a result of any claim, action or proceeding arising
out of this Agreement or the contesting, disputing or enforcing of any
provision, right or obligation under this Agreement, except where it is finally
determined that the Executive's position was entirely without merit and asserted
in bad faith.

         15.      SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

         16.      ENTIRE AGREEMENT. The parties agree that the terms of this
Agreement are intended to be the final expression of their agreement with
respect to the subject matter of this Agreement and may not be contradicted by
evidence of any prior or contemporaneous Agreement, except to the extent that
the provisions of any such agreement have been expressly referred to in this
Agreement as having continued effect (including, without limitation, the Change
of Control Agreement executed as of July 1, 2000 and the Change in Control
provisions of the "comfort letter" dated June 1, 1998, pursuant to the CIC
Policy) are null and void and given no effect.






         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Executive has executed this
Agreement as of the day and year first above written.


         Corning Incorporated:


         By:     /s/  Kirk P. Gregg
              ---------------------------------------------------------
                 Kirk P. Gregg
                 Senior Vice President, Administration


         Executive:


                 /s/
              ---------------------------------------------------------
              [each signed separately by James B. Flaws and Peter F. Volanakis]








                                                                   EXHIBIT 10.6




                        Amendment to Corning Incorporated
                           Change-In-Control Agreement



         This amendment (the "Amendment"), dated as of February 1, 2004, is
entered into between Corning Incorporated, a corporation organized under the
laws of the State of New York ("Corning" or the "Company"), and Joseph A.
Miller, Jr. (the "Executive") and amends the Change In Control Agreement (the
"CIC Agreement") originally entered into between the Company and Executive on
July 2, 2001.



                  1. Section 1 of the CIC Agreement is hereby deleted in its
entirety and is replaced with the following:


                  "TERM OF AGREEMENT. This Agreement shall commence as of July
2, 2001 (the "Effective Date") and shall continue in effect until the Executive
leaves the employ of the Company for any reason or until the Executive ceases to
be an officer of Corning Incorporated and is also notified in writing (within 90
days of ceasing to be an officer of Corning) that this Agreement is null and
void."


         Except as noted above, all other provisions of the CIC Agreement remain
in effect with no changes.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and the Executive has executed this Agreement as of the
day and year first above written.


         Corning Incorporated:


         By:     /s/ John P. MacMahon
              ------------------------------------------------
                 John P. MacMahon
                 VP, Global Compensation & Benefits


         Executive:


                 /s/ Joseph A. Miller, Jr.
              ------------------------------------------------
                 Joseph A. Miller, Jr.








                                                                   EXHIBIT 10.7





                              CORNING INCORPORATED
                           CHANGE IN CONTROL AGREEMENT




         This Agreement, dated as of June 1, 2001, is entered into between
Corning Incorporated, a corporation organized under the laws of the State of New
York ("Corning" or the "Company"), and Joseph A. Miller (the "Executive").

         WHEREAS, the Board of Directors of the Company (the "Board") recognizes
that the possibility of a Change in Control (as hereinafter defined) exists and
that the threat or the occurrence of a Change in Control can result in
significant distractions to its key management personnel because of the
uncertainties inherent in such a situation; and

         WHEREAS, the Board has determined that it is essential and in the best
interest of the Company and its stockholders to retain the services of the
Executive in the event of a threat or occurrence of a Change in Control and to
ensure the Executive's continued dedication and efforts in such event without
undue concern for the Executive's personal, financial and employment security;
and

         WHEREAS, in order to induce the Executive to remain in the employ of
the Company, particularly in the event of a threat or the occurrence of a Change
in Control, the Company desires to enter into this Agreement with the Executive
to provide the Executive with certain benefits in connection with a Change in
Control or a Potential Change in Control.

         NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:


         1.       TERM OF AGREEMENT. This Agreement shall commence as of June 1,
2001 (the "Effective Date") and shall continue in effect until the third
anniversary of the Effective Date, provided, that commencing on the second
anniversary of the Effective Date and on each subsequent anniversary thereof,
the term of this Agreement shall be automatically extended for one (1) year
unless either the Company or the Executive shall have given written notice to
the other at least ninety (90) days prior thereto that the term of this
Agreement shall not be so extended; and provided, further, that notwithstanding
any such notice by the Company not to extend, the term of this Agreement shall
not expire during a Potential Change in Control Period (as hereinafter defined)
or prior to the expiration of four (4) years after the date of a Change in
Control that occurs during the term hereof (including during a Potential Change
in Control Period).

         2.       DEFINITIONS.

                  a. ACCRUED COMPENSATION. For purposes of this Agreement,
"Accrued Compensation" shall mean an amount which shall include all amounts
earned or accrued through the "Termination Date" (as hereinafter defined) but
not paid as of the Termination Date, including (i) base salary, (ii)
reimbursement for reasonable and necessary expenses incurred by the Executive on
behalf of the Company during the period ending on the Termination Date, (iii)
vacation pay and (iv) the Executive's target percentage for the annual
Management Variable Compensation and GoalSharing plans (collectively, the "Bonus
Plans") times the Executive's base salary, pro-rated to the last day of the
month closest to the Termination Date.

                  b. BASE AMOUNT. For purposes of this Agreement, "Base Amount"
shall mean the Executive's annual base salary at the rate in effect on the
Termination Date, including all amounts of base salary that are deferred under
the employee benefit plans of the Company or any other agreement or arrangement.






                  c. BONUS AMOUNT. For purposes of this Agreement, "Bonus
Amount" shall mean the greater of (i) the average amount paid or payable to the
Executive under the Bonus Plans in the two (2) full calendar years preceding the
calendar year in which the Termination Date occurred, or (ii) the Executive's
target percentage (or, if higher, the percentage amount the Executive would have
been entitled to under the Bonus Plans for performance in the Termination Year
determined as of the last day of the month closest to the Termination Date)
times the Base Amount.

                  d. CAUSE. For purposes of this Agreement, "Cause" shall mean
the Executive's:

                           (i) conviction of a felony or conviction of a
misdemeanor involving moral turpitude (from which no further appeals have been
or can be taken);

                           (ii) gross abdication of his duties as an employee
and officer of the Company (other than due to the Executive's illness or
personal family problems), which conduct remains uncured by the Executive for a
period of at least 30 days following written notice thereof to the Executive by
the Company, in each case as determined in good faith by the Company; or

                           (iii) misappropriation of Company assets, personal
dishonesty or business conduct which causes material or potentially material
financial or reputational harm for the Company. For purposes of this Section
2(d), no act or failure to act on the Executive's part shall be deemed to be a
termination for Cause if done, or omitted to be done, in good faith, and with
the reasonable belief that the action or omission was in the best interests of
the Company.

                  e. CHANGE IN CONTROL. For purposes of this Agreement, a
"Change in Control"  shall mean any of the following events:

                           (i) Any person (as such term is used in Sections
13(d)  and 14(d)(2) of the Securities  Exchange Act of 1934) is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's then
outstanding securities, or such beneficial owner increases its ownership in
securities of the Company from 30% or more to 50% or more of the combined
voting power of the Company's then outstanding securities (thereby resulting in
a second Change in Control with respect to such beneficial owner and,
accordingly, an extension of the term of this Agreement pursuant to Section
1 hereof);

                           (ii) The individuals who are members of the Board as
of the date this Agreement is approved by the Board (the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board; PROVIDED,
HOWEVER, that if the appointment, election or nomination for election by the
Company's stockholders, of any new director is approved by a vote of at least
two-thirds of the Incumbent Board, such new director shall, for purposes of
this Agreement, be considered a member of the Incumbent Board; PROVIDED,
FURTHER, HOWEVER, that no individual shall be considered a member of the
Incumbent Board if such individual initially assumed office as a result of
either an actual or threatened "Election Contest" (as described in Rule 14a-11
promulgated under the 1934 Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board (a "Proxy
Contest") including by reason of any agreement intended to avoid or settle any
Election Contest or Proxy Contest;

                           (iii) Consummation of a merger, consolidation or
reorganization involving the Company, unless such merger, consolidation or
reorganization results in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or parent thereof) more than fifty percent (50%) of the total voting
power represented by the voting securities of the Company or such surviving
entity or parent thereof outstanding immediately after such merger,
consolidation, or reorganization;

                           (iv) A complete liquidation or dissolution of the
Company; or

                           (v) The sale or other disposition of all or
substantially all of the assets of the Company to any Person (other than a
transfer to a subsidiary).

                  f. COMPANY. For purposes of this Agreement, "Company" shall
include Corning's "Successors and Assigns" (as hereinafter defined).






                  g. DISABILITY. For purposes of this Agreement, "Disability"
shall mean a physical or mental infirmity which impairs the Executive's ability
to substantially perform the Executive's duties with the Company for a period
of: (i) one hundred eighty (180) consecutive days; or (ii) 180 days during any
twelve (12) month period, and the Executive has not returned to full time
employment prior to the Termination Date as stated in the "Notice of
Termination".

                  h. GOOD REASON. For purposes of this Agreement, "Good Reason"
shall mean the occurrence of any of the events or conditions described in
subsections (i) through (vi) below, PROVIDED, HOWEVER, that the Executive gives
the Company thirty (30) days' Notice of Termination (as defined below) (during
which time the Company will have an opportunity to correct the condition
constituting "Good Reason"), and PROVIDED, FURTHER, that such notice is
submitted by the Executive no later than six (6) months after the occurrence of
the event that is the basis for the "Good Reason":

                           (i) The Executive's good faith determination that any
of the following has occurred:

                                    (1) a material change in the Executive's
status, title, position or responsibilities which represents a material and
adverse change from the Executive's status, title, position or responsibilities
as in effect immediately prior to such change;

                                    (2) the assignment to the Executive of any
duties or responsibilities which are substantially inconsistent with the
Executive's status, title, position or responsibilities as in effect immediately
prior to such assignment; or

                                    (3) any removal of the Executive from or
failure to reappoint or reelect the Executive to any of such offices or
positions, except in connection with the termination of the Executive's
employment for Disability, Cause, as a result of the Executive's death or by
the Executive other than for Good Reason;

                           (ii) a reduction in the Executive's base salary;

                           (iii) the Company's requiring the Executive to change
the location of his principal office which results in Executive having to
commute more than 30 miles from his residence, without Executive's express
consent, except for reasonably required travel on the Company's business which
is not materially greater than such travel requirements prior to the Change in
Control;

                           (iv) a material reduction by the Company in the kind
or level of employee benefits (other than base, bonus or long-term salary or
compensation) to which the Executive is entitled at any time within ninety
(90) days preceding the commencement of a Potential Change in Control Period
or the date of a Change in Control or at any time thereafter, (other than any
such reduction which is part of, and generally consistent with, a general
reduction applicable to all officers of the Company);

                           (v) any material breach by the Company of any
provision of this Agreement or any Employment Agreement between the Company
and the Executive; or

                           (vi) the failure of the Company to obtain an
agreement from any Successors and Assigns to assume and agree to perform this
Agreement, as contemplated in Section 8 hereof.

                  i. LONG-TERM CASH AMOUNT. For purposes of this Agreement,
"Long-Term Cash Amount" shall mean any cash award granted to the Executive under
the Company's Corporate Performance Plan while the Executive was actively
employed. For purpose of this Section, the cash award shall be multiplied by a
factor of 150%.

                  j. NOTICE OF TERMINATION. For purposes of this Agreement,
"Notice of Termination" shall mean a written notice of termination of the
Executive's employment from the Company, which notice indicates the Termination
Date (as defined below), the specific termination provision in this Agreement
relied upon and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.






                  k. POTENTIAL CHANGE IN CONTROL PERIOD. For purposes of this
Agreement, "Potential Change in Control Period" shall mean the period beginning
on the date of execution (during the term of this Agreement) of an agreement
with respect to a transaction the consummation of which would constitute or
result in a Change in Control, and ending on the date immediately following the
Change in Control date or the date on which such agreement is terminated or the
transaction contemplated therein otherwise is abandoned.

                  l. SUCCESSORS AND ASSIGNS. For purposes of this Agreement,
"Successors and Assigns" shall mean a corporation or other entity acquiring all
or substantially all of the assets and business of the Company whether by
operation of law or otherwise.

                  m. TERMINATION DATE. For purposes of this Agreement,
"Termination Date" shall mean, in the case of the Executive's death, the
Executive's date of death, in the case of Good Reason, the last day of the
Executive's employment (which shall be no sooner than thirty (30) days after the
Executive submits his Notice of Termination), and, in all other cases, the date
specified in the Notice of Termination; PROVIDED, HOWEVER, that if the
Executive's employment is terminated by the Company due to Disability, the date
specified in the Notice of Termination shall be at least 30 days from the date
the Notice of Termination is given to the Executive, provided that, in the case
of Disability, the Executive shall not have returned to the full-time
performance of the Executive's duties during such period of at least 30 days.

         3.       CHANGE IN CONTROL BENEFITS

                  a. If, during the term of this Agreement, a Change in Control
occurs, the Executive shall be entitled to the following compensation and
benefits:

                           (i)  the restrictions on any Long-Term Cash Amount
shall lapse and such cash award shall become 100% vested and payable;

                           (ii) the restrictions on any outstanding equity
incentive awards, including stock options and restricted stock, granted to the
Executive under the Company's stock option and other stock incentive plans or
under any other incentive plan or arrangement shall lapse and such incentive
award shall become 100% vested and, in the case of stock options, immediately
exercisable.

                  b. If, during the term of this Agreement, the Executive's
employment with the Company shall be terminated within the Potential Change in
Control Period or within four (4) years following a Change in Control, the
Executive shall be entitled to the following compensation and benefits:

                           (i)  If the Executive's employment with the Company
shall be terminated (1) by the Company for Cause, (2) by the Executive other
than for Good Reason, or (3) by reason of death or Disability, the Company
shall pay to the Executive the Accrued Compensation.

                           (ii) If the Executive's employment with the Company
shall be terminated for any reason other than as specified in Section 3(b)(i),
the Executive shall be entitled to the following:

                                    (1) the Company shall pay the Executive all
Accrued Compensation;

                                    (2) the Company shall pay the Executive as
severance pay and in lieu of any further compensation for periods subsequent to
the Termination Date, in a single lump-sum payment, an amount in cash equal to
two (2) times the sum of (A) the Base Amount, and (B) the Bonus Amount;

                                    (3) the restrictions on any Long-Term Cash
Amount shall lapse and such cash award shall become 100% vested and payable;






                                    (4) for a number of months equal to
twenty-four (24) months (the  "Continuation  Period"),  the Company shall, at
its expense, continue on behalf of the Executive and the Executive's dependents
and beneficiaries the life insurance, disability, medical, dental and
hospitalization benefits provided (A) to the Executive at any time during the
90-day period prior to the Change in Control or at any time thereafter or (B)
to other similarly situated executives who continue in the employ of the Company
during the Continuation Period. The coverage and benefits (including deductibles
and costs) provided in this Section 3(b)(ii)(4) during the Continuation Period
shall be no less favorable to the Executive and the Executive's dependents and
beneficiaries, than the most favorable of such coverage and benefits provided
to Corning executives in general during any of the periods referred to in
clauses (A) and (B), above, of this subsection. This subsection 3(b)(ii)(4)
shall not be interpreted so as to limit any benefits to which the Executive or
the Executive's dependents or beneficiaries may be entitled under any of the
Company's employee benefit plans, programs or practices following the
Executive's termination of employment, including without limitation, retiree
medical and life insurance benefits. In lieu of the continuation of benefits
referenced in this subsection 3(b)(ii)(4), the Executive may elect to waive
such benefits and receive a one-time cash payment of $75,000 within 30 days of
the Executive's Termination Date in full satisfaction of this provision;

                                    (5) the Executive may request the Company to
purchase the Executive's principal residence. Such purchase shall be made at
the greater of (i) the residence's appraised value at the Termination Date, as
determined in accordance with the Company's relocation policies in effect
immediately prior to the Potential Change in Control Period or Change in
Control (as applicable); (ii) the total cost of the residence plus improvements
("Protected Value"), as determined in accordance with the Company's Protected
Value policy in effect as of the date of this Agreement, or (iii) the modified
appraised market value defined to be the appraised market value of the
Executive's principal residence at a point in time prior to the Change in
Control announcement (the "Baseline") updated annually by an appropriate housing
inflation index, or until the next "Baseline" is established. For purposes of
this modified appraised value, the Company will undertake to obtain the
appraised market value of the Executive's principal residence, to establish the
Baseline, at least once every ten (10) years and no more frequently than once
every four (4) years, and will maintain records of the values calculated under
this modified appraised market value;

                                    (6) the restrictions on any outstanding
equity incentive awards, including stock options and restricted stock, granted
to the Executive under the Company's stock option and other stock incentive
plans or under any other incentive plan or arrangement shall lapse and such
incentive award shall become 100% vested and, in the case of stock options,
immediately exercisable;

                                    (7) the Executive's pension benefit
("Pension Benefit") will be calculated under the terms of the Company's
Executive Supplemental Pension Plan after providing the Executive with an
additional five (5) years of credited service under the plan. The Pension
Benefit determined under this subsection 3(b)(ii)(7) shall commence at
age 55, or as of the Termination Date if the Executive is already at least age
55, without giving effect to any actuarial reductions that may otherwise be
imposed by the plan; and

                                    (8) the Executive shall be eligible for
comprehensive outplacement assistance up to a maximum benefit equal to 20% of
base pay at the time of termination payable by the Company within one year
directly to an outside vendor selected by the Executive. At the election of the
Executive, a one-time taxable payment of 20% of base salary (up to a maximum of
$65,000) may be paid in lieu of the benefit provided in the preceding sentence.

                  c. The amount provided for in subsection 3(a)(i) shall be paid
in a single lump sum cash payment within fourteen (14) days of a Change in
Control. The amounts provided for in subsection 3(b)(i), and subsections
3(b)(ii)(1) through 3(b)(ii)(4) inclusive and subsection 3(b)(ii)(8) shall be
paid in a single lump sum cash payment within fourteen (14) days after the
Executive's Termination Date (or earlier, if required by applicable law).

                  d. The Executive shall not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other employment or
otherwise, and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to the Executive in any subsequent employment.

         4.       NOTICE OF TERMINATION. During the Potential Change in Control
Period and on or following a Change in Control, any purported termination of the
Executive's employment shall be communicated by a Notice of Termination to the
Executive. For purposes of this Agreement, no such purported termination shall
be effective without such Notice of Termination.






         5.       TAX GROSS-UP PAYMENTS

                  a. In the event that the severance and any other payments or
benefits (including, without limitation, any accelerated vesting of equity-based
awards) provided for in this Agreement or any other payments or benefits due to
the Executive (individually, a "Payment", and collectively, the "Payments") (i)
constitute "parachute payments" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this
Section, would be subject to the excise tax imposed by Section 4999 of the Code
(the "Excise Tax"), then the Executive shall receive a full gross-up ("Tax
Gross-up") for any and all Excise Taxes imposed.

                  b. An initial determination as to whether the Excise Tax will
be imposed, the amount of the Excise Tax and the calculated Tax Gross-up shall
be made, at the Company's expense, by the accounting firm that is the Company's
independent accounting firm as of the date of the Change in Control (the
"Accounting Firm"). The Accounting Firm shall provide its determination (the
"Determination"), together with detailed supporting calculations and
documentation, to the Company and the Executive within ten (10) days of the
Termination Date, if applicable, or such other time as requested by the Company
or by the Executive (provided the Executive reasonably believes that any of the
Payments may be subject to the Excise Tax) and, if the Accounting Firm
determines that no Excise Tax is payable by the Executive with respect to a
Payment or Payments, it shall furnish the Executive with an opinion reasonably
acceptable to the Executive that no Excise Tax will be imposed with respect to
any such Payment or Payments. Within ten (10) days of the delivery of the
Determination to the Executive, the Executive shall have the right to dispute
the Determination (the "Dispute"). If there is no Dispute, the Determination
shall be binding, final and conclusive upon the Company and the Executive.

                  c. As a result of uncertainty in the application of Section
4999 of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Tax Gross-Up payments not made by the Company
should have been made ("Underpayment"), or that Tax Gross-Up payments will have
been made by the Company which should not have been made ("Overpayments"). In
either such event, the Accounting Firm shall determine the amount of the
Underpayment or Overpayment that has occurred. In the case of an Underpayment,
the amount of such Underpayment shall be promptly paid by the Company to or for
the benefit of the Executive. In the case of an Overpayment, the Executive
shall, at the direction and expense of the Company, take such steps as are
reasonably necessary (including the filing of returns and claims for refund),
follow reasonable instructions from, and procedures established by, the Company,
and otherwise reasonably cooperate with the Company to correct such Overpayment.

                  d. Any other provision of this Section 5 notwithstanding, if
the Excise Tax could be avoided by reducing the Payments by a present value
(determined in accordance with any proposed, temporary or final regulations
under Sections 280G or 4999 of the Code) of $45,000 or less, then the Payments
shall be reduced to the extent necessary to avoid the Excise Tax and no Tax
Gross-Up payment shall be made. If the Accounting Firm determines that the
Payments are to be reduced under the preceding sentence, then the Company shall
promptly give the Executive notice to that effect and a copy of the detailed
calculation thereof. The Executive may then elect, in the Executive's sole
discretion, which and how much of the Payments are to be eliminated or reduced
(as long as after such election no Excise Tax will be payable) and shall advise
the Company in writing of the Executive's election within 10 days of receipt of
notice. If no such election is made by the Executive within such 10-day period,
then the Company may elect which and how much of the Payments are to be
eliminated or reduced (as long as after such election no Excise Tax will be
payable) and shall notify the Executive promptly of such election.

         6.       EMPLOYMENT TAXES. All payments made pursuant to this Agreement
will be subject to applicable withholdings of income and employment taxes.

         7.       SUCCESSORS; BINDING AGREEMENT. This Agreement shall be binding
upon and shall inure to the benefit of the Company, its Successors and Assigns
and the Company shall require any Successors and Assigns to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession or assignment
had taken place. Neither this Agreement nor any right or interest hereunder
shall be assignable or transferable by the Executive or the Executive's
beneficiaries or legal representatives, except by will or by the laws of descent
and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal personal representative.






         8.       NOTICE. For the purposes of this Agreement, notices and all
other communications provided for in the Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, addressed to the respective addresses last given by each party
to the other, provided that all notices to the Company shall be directed to the
attention of the Chairman of the Board with a copy to the Secretary of the
Company. All notices and communications shall be denied to have been received on
the date of delivery thereof or on the third business day after the mailing
thereof, except that notice of change of address shall be effective only upon
receipt.

         9.       NON-EXCLUSIVITY OF RIGHTS; EFFECT ON CIC POLICY. Nothing in
this Agreement shall prevent or limit the Executive's continuing or future
participation in any benefit, bonus, incentive or other plan or program provided
by the Company (except for any severance or termination policies, plans,
programs or practices) and for which the Executive may qualify, nor shall
anything herein limit or reduce such rights as the Executive may have under any
other agreements with the Company. Amounts which are vested benefits or which
the Executive is otherwise entitled to receive under any plan or program of the
Company shall be payable in accordance with such plan or program, except as
explicitly modified by this Agreement.

         10.      NO IMPLIED EMPLOYMENT RIGHTS. Nothing in this Agreement shall
alter the Executive's status as an "at will" employee of the Company or be
construed to imply that the Executive's employment is guaranteed for any period
of time except as otherwise agreed in a written agreement signed by a duly
authorized officer of the Company.

         11.      MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged, unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and the Company. No waiver by either
party hereto at any time of any breach by the other party hereto, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. No agreement or representation,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this
Agreement.

         12.      GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
without giving effect to the conflict of law principles thereof.

         13.      ARBITRATION. Any dispute or controversy arising under or in
connection with the subject matter, the interpretation, the application, or
alleged breach of this Agreement ("Arbitrable Claims") shall be resolved by
binding arbitration in the City of New York, New York, in accordance with the
then-current National Rules for the Resolution of Employment Disputes of the
American Arbitration Association. Arbitration shall be final and binding upon
the parties and shall be the exclusive remedy for all Arbitrable Claims.
Notwithstanding the foregoing, either party may bring an action in court to
compel arbitration under this Agreement, to enforce an arbitration award, or to
seek injunctive relief. THE PARTIES HEREBY WAIVE ANY RIGHT TO JURY TRIAL AS TO
ARBITRABLE CLAIMS.

         14.      LEGAL FEES AND EXPENSES. The Company shall pay or reimburse
the Executive on an after-tax basis for all costs and expenses (including,
without limitation, court and arbitrations cost and reasonable legal fees and
expenses which reflect common practice with respect to the matters involved)
incurred by the Executive as a result of any claim, action or proceeding arising
out of this Agreement or the contesting, disputing or enforcing of any
provision, right or obligation under this Agreement, except where it is finally
determined that the Executive's position was entirely without merit and asserted
in bad faith.

         15.      SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

         16.      ENTIRE AGREEMENT. The parties agree that the terms of this
Agreement are intended to be the final expression of their agreement with
respect to the subject matter of this Agreement and may not be contradicted by
evidence of any prior or contemporaneous Agreement, except to the extent that
the provisions of any such agreement have been expressly referred to in this
Agreement as having continued effect. Any and all previous change in control
agreements between the Company and the Executive are null and void and given no
effect.






IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and the Executive has executed this Agreement as of the
day and year first above written.

         Corning Incorporated:


         By:     /s/  Kirk P. Gregg
              ---------------------------------------------------------
                 Kirk P. Gregg
                 Senior Vice President, Administration

         Executive:


                 /s/  Joseph A. Miller
              ---------------------------------------------------------
                 Joseph A. Miller







                                                                   EXHIBIT 10.8





                        Amendment to Corning Incorporated
                           Change-In-Control Agreement



         This amendment (the "Amendment"), dated as of February 1, 2004, is
entered into between Corning Incorporated, a corporation organized under the
laws of the State of New York ("Corning" or the "Company"), and Wendell P. Weeks
(the "Executive") and amends the Change In Control Agreement - Version 2 (the
"CIC Agreement") originally entered into between the Company and Executive on
April 23, 2002.



                  1. Section 1 of the CIC Agreement is hereby deleted in its
entirety and is replaced with the following:


                  "TERM OF AGREEMENT. This Agreement shall commence as of April
23, 2002 (the "Effective Date") and shall continue in effect until the Executive
leaves the employ of the Company for any reason or until the Executive ceases to
be an officer of Corning Incorporated and is also notified in writing (within 90
days of ceasing to be an officer of Corning) that this Agreement is null and
void."

         Except as noted above, all other provisions of the CIC Agreement remain
in effect with no changes.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and the Executive has executed this Agreement as of the
day and year first above written.


         Corning Incorporated:

         By:     /s/  John P. MacMahon
              ------------------------------------------------
                 John P. MacMahon
                 VP, Global Compensation & Benefits


         Executive:

                 /s/  Wendell P. Weeks
              ------------------------------------------------
                 Wendell P. Weeks








                                                                   EXHIBIT 10.9



                              CORNING INCORPORATED
                     CHANGE IN CONTROL AGREEMENT (Version 2)


         This Agreement, dated as of April 23, 2002, is entered into between
Corning Incorporated, a corporation organized under the laws of the State of New
York ("Corning" or "Company"), and Wendell P. Weeks (the "Executive").

         WHEREAS, the Board of Directors of the Company (the "Board") recognizes
that the possibility of a Change in Control (as hereinafter defined) exists and
that the threat or the occurrence of a Change in Control can result in
significant distractions to its key management personnel because of the
uncertainties inherent in such a situation; and

         WHEREAS, the Board has determined that it is essential and in the best
interest of the Company and its stockholders to retain the services of the
Executive in the event of a threat or occurrence of a Change in Control and to
ensure the Executive's continued dedication and efforts in such event without
undue concern for the Executive's personal, financial and employment security;
and

         WHEREAS, in order to induce the Executive to remain in the employ of
the Company, particularly in the event of a threat or the occurrence of a Change
in Control, the Company desires to enter into this Agreement with the Executive
to provide the Executive with certain benefits in connection with a Change in
Control or a potential Change in Control; and

         WHEREAS, this Agreement is intended to supersede both the prior Change
in Control provisions of the "comfort letter", dated June 1, 1998, regarding the
Company's Executive Severance and Change-in-Control Policy (the "CIC Policy")
and the Change in Control provisions of a certain Employment Agreement between
the Company and Executive dated December 6, 2000,

         NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:

         1.       TERM OF AGREEMENT. This Agreement shall commence as of April
23, 2002 (the "Effective Date") and shall continue in effect until the third
anniversary of the Effective Date, provided, that commencing on the second
anniversary of the Effective Date and on each subsequent anniversary thereof,
the term of this Agreement shall be automatically extended for one (1) year
unless either the Company or the Executive shall have given written notice to
the other at least ninety (90) days prior thereto that the term of this
Agreement shall not be so extended; and provided, further, that notwithstanding
any such notice by the Company not to extend, the term of this Agreement shall
not expire during a Potential Change in Control Period (as hereinafter defined)
or prior to the expiration of four (4) years after the date of a Change in
Control that occurs during the term hereof (including during a Potential Change
in Control Period).

         2.       DEFINITIONS.

                  a. ACCRUED COMPENSATION. For purposes of this Agreement,
"Accrued Compensation" shall mean an amount which shall include all amounts
earned or accrued through the "Termination Date" (as hereinafter defined) but
not paid as of the Termination Date, including (i) base salary, (ii)
reimbursement for reasonable and necessary expenses incurred by the Executive on
behalf of the Company during the period ending on the Termination Date, (iii)
vacation pay, (iv) the Executive's target percentage for the annual Management
Variable Compensation and GoalSharing plans (collectively, the "Bonus Plans")
times the Executive's base salary, pro-rated to the last day of the month
closest to the Termination Date, and (v) all other accrued and unpaid amounts
under the Letter of Understanding between the Executive and the Company dated
April 23, 2002.

                  b. BASE AMOUNT. For purposes of this Agreement, "Base Amount"
shall mean the Executive's annual base salary at the rate in effect on the
Termination Date, including all amounts of base salary that are deferred under
the employee benefit plans of the Company or any other agreement or arrangement.






                  c. BONUS AMOUNT. For purposes of this Agreement, "Bonus
Amount" shall mean the greater of (i) the amount paid or payable to the
Executive under the Bonus Plans in the full calendar year preceding the calendar
year in which the Termination Date occurred, or (ii) the Executive's target
percentage (or, if higher, the percentage amount the Executive would have been
entitled to under the Bonus Plans for performance in the Termination Year
determined as of the last day of the month closest to the Termination Date)
times the Base Amount.

                  d. CAUSE. For purposes of this Agreement, "Cause" shall mean:

(i) conviction of the Executive for a felony; (ii) the commission by the
Executive of fraud or theft against, or embezzlement from, the Company, in each
case that is materially and demonstrably damaging to the financial condition of
the Company; and (iii) gross abdication in the performance of his duties (other
than as a result of a disability or personal family problems) that has resulted
in substantial and material damage to the Company, after a written demand for
substantial performance is delivered to the Executive by the Board which
specifically identifies the manner in which the Board believes he has not
substantially performed his duties and he has been provided with a reasonable
opportunity to cure any alleged gross abdication. For purposes of this section,
no act or failure to act on Executive's part shall be considered to be reason
for termination for Cause if done, or omitted to be done, by Executive in good
faith and with the reasonable belief that the action or omission was in the best
interests of the Company. Cause shall not exist unless and until there shall
have been delivered to the Executive a copy of a resolution, duly adopted by the
affirmative vote of not less than two thirds of the entire membership of the
Board at a meeting of the Board held for the purpose (after ten (10) days' prior
written notice to the Executive of such meeting and the purpose thereof and an
opportunity for him, together with his counsel, to be heard before the Board at
such meeting), of finding that in the good faith opinion of the Board, the
Executive was guilty of the conduct set forth above in this Section and
specifying the particulars thereof in detail. Anything herein to the contrary
notwithstanding, if, following a termination of the Executive's employment by
the Company for Cause based upon the conviction of the Executive for a felony,
such conviction is overturned in a final determination on appeal, the Executive
shall be entitled to the payments and the economic equivalent of the benefits
the Executive would have received if his employment had been terminated by the
Company without Cause.

                  e. CHANGE IN CONTROL. For purposes of this Agreement, a
"Change in Control"  shall mean any of the following events:

                           (i)  Any person (as such term is used in Sections
13(d)  and 14(d)(2) of the Securities  Exchange Act of 1934) is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's then
outstanding securities, or such beneficial owner increases its ownership in
securities of the Company from 30% or more to 50% or more of the combined
voting power of the Company's then outstanding securities (thereby resulting in
a second Change in Control with respect to such beneficial owner and,
accordingly, an extension of the term of this Agreement pursuant to Section
1 hereof);

                           (ii) The individuals who are members of the Board as
of the date this Agreement is approved by the Board (the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board; PROVIDED,
HOWEVER, that if the appointment, election or nomination for election by the
Company's stockholders, of any new director is approved by a vote of at least
two-thirds of the Incumbent Board, such new director shall, for purposes of
this Agreement, be considered a member of the Incumbent Board; PROVIDED,
FURTHER, HOWEVER, that no individual shall be considered a member of the
Incumbent Board if such individual initially assumed office as a result of
either an actual or threatened "Election Contest" (as described in Rule 14a-11
promulgated under the 1934 Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board (a
"Proxy Contest") including by reason of any agreement intended to avoid or
settle any Election Contest or Proxy Contest;

                           (iii) Consummation of a merger, consolidation or
reorganization involving the Company, unless such merger, consolidation or
reorganization results in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or parent thereof) more than (50%) of the total voting power represented
by the voting securities of the Company or such surviving entity or parent
thereof outstanding immediately after such merger, consolidation, or
reorganization;

                           (iv) A complete liquidation or dissolution of the
Company; or






                           (v) The sale or other disposition of all or
substantially all of the assets of the Company to any
Person (other than a transfer to a subsidiary).

                  f. COMPANY. For purposes of this Agreement, "Company" shall
include Corning's "Successors and Assigns" (as hereinafter defined).

                  g. DISABILITY. For purposes of this Agreement, "Disability"
shall mean a physical or mental infirmity which impairs the Executive's ability
to substantially perform the Executive's duties with the Company for a period
of: (i) one hundred eighty (180) consecutive days; or (ii) 180 days during any
twelve (12) month period, and the Executive has not returned to full time
employment prior to the Termination Date as stated in the "Notice of
Termination".

                  h. GOOD REASON. For purposes of this Agreement, "Good Reason"
shall mean the occurrence of any of the events or conditions described in
subsections (i) through (vi) below, PROVIDED, HOWEVER, that the Executive gives
the Company thirty (30) days' Notice of Termination (as defined below) (during
which time the Company will have an opportunity to correct the condition
constituting "Good Reason"):

                           (i) a material change in the Executive's status,
title, position or responsibilities which represents a material and adverse
change from the Executive's status, title, position or responsibilities as in
effect immediately prior to such change; the assignment to the Executive of any
duties or responsibilities which are substantially inconsistent with the
Executive's status, title, position or responsibilities as in effect
immediately prior to such assignment; or any removal of the Executive from or
failure to reappoint or reelect the Executive to any of such offices or
positions, except in connection with the termination of the Executive's
employment for Disability, Cause, as a result of the Executive's death or by the
Executive other than for Good Reason;

                           (ii) a reduction in the Executive's base salary;

                           (iii) the Company's requiring the Executive to change
the location of his principal office which results in Executive having to
commute more than 30 miles from his residence, without Executive's express
consent, except for reasonably required travel on the Company's business which
is not materially greater than such travel requirements prior to thePotential
Change in Control Period;

                           (iv) a material reduction by the Company in the kind
or level of employee benefits (other than base, bonus or long-term salary or
compensation) to which the Executive is entitled at any time within ninety
(90) days preceding the commencement of a Potential Change in Control Period
or the date of a Change in Control or at any time thereafter, (other than any
such reduction which is part of, and generally consistent with, a general
reduction applicable to all officers of the Company);

                           (v) any material breach by the Company of any
material provision of this Agreement or any Employment Agreement between the
Company and the Executive;

                           (vi) the failure of the Company to obtain an
agreement from any Successors and Assigns to assume and agree to perform this
Agreement, as contemplated in Section 8 hereof.

                  i. LONG-TERM CASH AMOUNT. For purposes of this Agreement,
"Long-Term Cash Amount" shall mean any cash award granted to the Executive under
the Company's Corporate Performance Plan while the Executive was actively
employed. For purpose of this Section, the cash award shall be multiplied by a
factor of 150%.

                  j. NOTICE OF TERMINATION. For purposes of this Agreement,
"Notice of Termination" shall mean a written notice of termination of the
Executive's employment from the Company, which notice indicates the Termination
Date (as defined below), the specific termination provision in this Agreement
relied upon and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.






                  k. POTENTIAL CHANGE IN CONTROL PERIOD. For purposes of this
Agreement, "Potential Change in Control Period" shall mean the period beginning
on the date of execution (during the term of this Agreement) of an agreement
with respect to a transaction the consummation of which would constitute or
result in a Change in Control, and ending on the date immediately following the
Change in Control date or the date on which such agreement is terminated or the
transaction contemplated therein otherwise is abandoned.

                  l. SUCCESSORS AND ASSIGNS. For purposes of this Agreement,
"Successors and Assigns" shall mean a corporation or other entity acquiring all
or substantially all of the assets and business of the Company, whether by
operation of law or otherwise.

                  m. TERMINATION DATE. For purposes of this Agreement,
"Termination Date" shall mean, in the case of the Executive's death, the
Executive's date of death, in the case of Good Reason, the last day of the
Executive's employment (which shall be no sooner than thirty (30) days after the
Executive submits his Notice of Termination), and, in all other cases, the date
specified in the Notice of Termination; PROVIDED, HOWEVER, that if the
Executive's employment is terminated by the Company due to Disability, the date
specified in the Notice of Termination shall be at least 30 days from the date
the Notice of Termination is given to the Executive, provided that, in the case
of Disability, the Executive shall not have returned to the full-time
performance of the Executive's duties during such period of at least 30 days.

         3.       CHANGE IN CONTROL BENEFITS

                  a. If, during the term of this Agreement, a Change in Control
occurs, the Executive shall be entitled to the following compensation and
benefits:

                           (1) the restrictions on any Long-Term Cash Amount
shall lapse and such cash award shall become 100% vested and payable; and

                           (2) the restrictions on any outstanding equity
incentive awards, including stock options and restricted stock, granted to the
Executive under the Company's stock option and other stock incentive plans or
under any other incentive plan or arrangement shall lapse and such incentive
award shall become 100% vested and, in the case of stock options, immediately
exercisable.

                  b. If, during the term of this Agreement, either (x) the
Executive's employment is terminated by the Company without Cause or he resigns
for Good Reason during a Potential Change in Control Period, or (y) the
Executive's employment with the Company is terminated for any reason by the
Company or the Executive resigns for any reason on or within four (4) years
following a Change in Control, the Executive shall be entitled to the following
compensation and benefits:

                           (1) the Company shall pay the Executive in a single
lump-sum payment,  an amount in cash equal to three (3) times the sum of (A) the
Base Amount, and (B) the Bonus Amount;

                           (2) the Company shall pay the Executive all Accrued
Compensation;

                           (3) the restrictions on any Long-Term Cash Amount
shall lapse and such cash award shall become 100% vested and payable;






                           (4) for a number of months equal to thirty-six
(36) months (the "Continuation Period"), the Company shall, at its expense,
continue on behalf of the Executive and the Executive's dependents and
beneficiaries the life insurance, disability, medical, dental and
hospitalization benefits provided (A) to the Executive at any time during the
90-day period prior to the Change in Control or at any time thereafter or (B) to
other similarly situated executives who continue in the employ of the Company
during the Continuation Period. The coverage and benefits (including deductibles
and costs) provided in this subsection 3(b)(4) during the Continuation Period
shall be no less favorable to the Executive and the Executive's dependents and
beneficiaries, than the most favorable of such coverage and benefits provided to
Corning executives in general during any of the periods referred to in clauses
(A) and (B), above, of this subsection. This subsection 3(b)(4) shall not be
interpreted so as to limit any benefits to which the Executive or the
Executive's dependents or beneficiaries may be entitled under any of the
Company's employee benefit plans, programs or practices following the
Executive's termination of employment, including without limitation, retiree
medical and life insurance benefits. In lieu of the continuation of benefits
referenced in this subsection 3(b)(4), the Executive may elect to waive such
benefits and receive a one-time cash payment of $75,000 within 30 days of the
Executive's Termination Date in full satisfaction of this provision;

                           (5) the Executive may request the Company to purchase
the Executive's principal residence. Such purchase shall be made at the greater
of (i) the residence's appraised value at the Termination Date, as determined
in accordance with the Company's relocation policies in effect immediately
prior to the Potential Change in Control Period or Change in Control (as
applicable); (ii) the total cost of the residence plus improvements
("Protected Value"), as determined in accordance with the Company's Protected
Value policy in effect as of the date of this Agreement, or (iii) the
modified appraised market value defined to be the appraised market value of the
Executive's principal residence at a point in time prior to the Change in
Control announcement (the "Baseline") updated annually by an appropriate housing
inflation index, or until the next "Baseline" is established. For purposes of
this modified appraised value, the Company will undertake to obtain the
appraised market value of the Executive's principal residence, to establish the
Baseline, at least once every ten (10) years and no more frequently than once
every four (4) years, and will maintain records of the values calculated under
this modified appraised market value;

                           (6) the restrictions on any outstanding equity
incentive awards, including stock options and restricted stock, granted to the
Executive under the Company's stock option and other stock incentive plans or
under any other incentive plan or arrangement shall lapse and such incentive
award shall become 100% vested and, in the case of stock options, immediately
exercisable;

                           (7) the Executive's pension benefit ("Pension
Benefit") will be calculated under the terms of the Company's Executive
Supplemental Pension Plan ("SERP") after providing the Executive with an
additional five (5) years age and service credit under the plan. The Executive
shall be credited as having received annual compensation during each year of
the 5-year period referenced above equal to the the sum of the Base Amount and
the Bonus Amount for purposes of determining Executive's final average
compensation under the SERP. The Pension Benefit determined under this
subsection 3(b)(7) shall commence at age 55, or as of the Termination Date
if the Executive is already at least age 55, without giving effect to any
actuarial reductions that may otherwise be imposed by the plan; and

                           (8) the Executive shall be eligible for comprehensive
outplacement assistance up to a maximum benefit equal to 20% of base pay at the
time of termination payable by the Company within one year directly to an
outside vendor selected by the Executive. At the election of the Executive, a
one-time taxable payment of 20% of base salary (up to a maximum of $65,000) may
be paid in lieu of the benefit provided in the preceding sentence.

                  c. The amount provided for in subsection 3(a)(1) shall be paid
in a single lump sum cash payment within fourteen (14) days of a Change in
Control. The amounts provided for in subsections 3(b)(1), 3(b)(2), 3(b)(3),
3(b)(4) and 3(b)(8) shall be paid in a single lump sum cash payment within
fourteen (14) days after the Executive's Termination Date (or earlier, if
required by applicable law).

                  d. The Executive shall not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other employment or
otherwise, and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to the Executive in any subsequent employment.






         4.       NOTICE OF TERMINATION. During the Potential Change in Control
Period and on or following a Change in Control, any purported termination of the
Executive's employment shall be communicated by a Notice of Termination to the
Executive. For purposes of this Agreement, no such purported termination shall
be effective without such Notice of Termination.

         5.       TAX GROSS-UP PAYMENTS

                  a. In the event that the severance and any other payments or
benefits (including, without limitation, any accelerated vesting of equity-based
awards) due to the Executive provided for in this Agreement or any other
payments or benefits due to the Executive (individually, a "Payment" and
collectively, the "Payments") (i) constitute "parachute payments" within the
meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code"), and (ii) but for this Section, would be subject to the excise tax
imposed by Section 4999 of the Code (the "Excise Tax"), then the Executive shall
receive a full gross-up ("Tax Gross-up") for any and all Excise Taxes imposed.

                  b. An initial determination as to whether the Excise Tax will
be imposed, the amount of the Excise Tax and the calculated Tax Gross-up shall
be made, at the Company's expense, by the accounting firm that is the Company's
independent accounting firm as of the date of the Change in Control (the
"Accounting Firm"). The Accounting Firm shall provide its determination (the
"Determination"), together with detailed supporting calculations and
documentation, to the Company and the Executive within ten (10) days of the
Termination Date, if applicable, or such other time as requested by the Company
or by the Executive (provided the Executive reasonably believes that any of the
Payments may be subject to the Excise Tax) and, if the Accounting Firm
determines that no Excise Tax is payable by the Executive with respect to a
Payment or Payments, it shall furnish the Executive with an opinion reasonably
acceptable to the Executive that no Excise Tax will be imposed with respect to
any such Payment or Payments. Within ten (10) days of the delivery of the
Determination to the Executive, the Executive shall have the right to dispute
the Determination (the "Dispute"). If there is no Dispute, the Determination
shall be binding, final and conclusive upon the Company and the Executive.

                  c. As a result of uncertainty in the application of Section
4999 of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Tax Gross-Up payments not made by the Company
should have been made ("Underpayment"), or that Tax Gross-Up payments will have
been made by the Company which should not have been made ("Overpayments"). In
either such event, the Accounting Firm shall determine the amount of the
Underpayment or Overpayment that has occurred. In the case of an Underpayment,
the amount of such Underpayment shall be promptly paid by the Company to or for
the benefit of the Executive. In the case of an Overpayment, the Executive
shall, at the direction and expense of the Company, take such steps as are
reasonably necessary (including the filing of returns and claims for refund),
follow reasonable instructions from, and procedures established by, the Company,
and otherwise reasonably cooperate with the Company to correct such Overpayment.

                  d. Any other provision of this Section 5 notwithstanding, if
the Excise Tax could be avoided by reducing the Payments by a present value
(determined in accordance with any proposed, temporary or final regulations
under Sections 280G or 4999 of the Code) of $45,000 or less, then the Payments
shall be reduced to the extent necessary to avoid the Excise Tax and no Tax
Gross-Up payment shall be made. If the Accounting Firm determines that the
Payments are to be reduced under the preceding sentence, then the Company shall
promptly give the Executive notice to that effect and a copy of the detailed
calculation thereof. The Executive may then elect, in the Executive's sole
discretion, which and how much of the Payments are to be eliminated or reduced
(as long as after such election no Excise Tax will be payable) and shall advise
the Company in writing of the Executive's election within 10 days of receipt of
notice. If no such election is made by the Executive within such 10-day period,
then the Company may elect which and how much of the Payments are to be
eliminated or reduced (as long as after such election no Excise Tax will be
payable) and shall notify the Executive promptly of such election.

         6.       EMPLOYMENT TAXES. All payments made pursuant to this Agreement
will be subject to applicable withholdings of income and employment taxes.






         7.       SUCCESSORS; BINDING AGREEMENT. This Agreement shall be binding
upon and shall inure to the benefit of the Company, its Successors and Assigns
and the Company shall require any Successors and Assigns to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession or assignment
had taken place. Neither this Agreement nor any right or interest hereunder
shall be assignable or transferable by the Executive or the Executive's
beneficiaries or legal representatives, except by will or by the laws of descent
and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal personal representative.

         8.       NOTICE. For the purposes of this Agreement, notices and all
other communications provided for in the Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, addressed to the respective addresses last given by each party
to the other, provided that all notices to the Company shall be directed to the
attention of the Chairman of the Board with a copy to the Secretary of the
Company. All notices and communications shall be denied to have been received on
the date of delivery thereof or on the third business day after the mailing
thereof, except that notice of change of address shall be effective only upon
receipt.

         9.       NON-EXCLUSIVITY OF RIGHTS; EFFECT ON CIC POLICY. Nothing in
this Agreement shall prevent or limit the Executive's continuing or future
participation in any benefit, bonus, incentive or other plan or program provided
by the Company (except for any severance or termination policies, plans,
programs or practices) and for which the Executive may qualify, nor shall
anything herein limit or reduce such rights as the Executive may have under any
other agreements with the Company. Amounts which are vested benefits or which
the Executive is otherwise entitled to receive under any plan or program of the
Company shall be payable in accordance with such plan or program, except as
explicitly modified by this Agreement. This Agreement shall supersede the Change
in Control provisions of the CIC Policy and the Employment Agreement dated
December 6, 2000.

         10.      NO IMPLIED EMPLOYMENT RIGHTS. Nothing in this Agreement shall
alter the Executive's status as an "at will" employee of the Company or be
construed to imply that the Executive's employment is guaranteed for any period
of time except as otherwise agreed in a written agreement signed by a duly
authorized officer of the Company.

         11.      MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged, unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and the Company. No waiver by either
party hereto at any time of any breach by the other party hereto, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. No agreement or representation,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this
Agreement.

         12.      GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
without giving effect to the conflict of law principles thereof.

         13.      ARBITRATION. Any dispute or controversy arising under or in
connection with the subject matter, the interpretation, the application, or
alleged breach of this Agreement ("Arbitrable Claims") shall be resolved by
binding arbitration in the City of New York, New York, in accordance with the
then-current National Rules for the Resolution of Employment Disputes of the
American Arbitration Association. Arbitration shall be final and binding upon
the parties and shall be the exclusive remedy for all Arbitrable Claims.
Notwithstanding the foregoing, either party may bring an action in court to
compel arbitration under this Agreement, to enforce an arbitration award, or to
seek injunctive relief. THE PARTIES HEREBY WAIVE ANY RIGHT TO JURY TRIAL AS TO
ARBITRABLE CLAIMS.

         14.      LEGAL FEES AND EXPENSES. The Company shall pay or reimburse
the Executive on an after-tax basis for all costs and expenses (including,
without limitation, court and arbitrations cost and reasonable legal fees and
expenses which reflect common practice with respect to the matters involved)
incurred by the Executive as a result of any claim, action or proceeding arising
out of this Agreement or the contesting, disputing or enforcing of any
provision, right or obligation under this Agreement, except where it is finally
determined that the Executive's position was entirely without merit and asserted
in bad faith.

         15.      SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.






         16.      ENTIRE AGREEMENT. The parties agree that the terms of this
Agreement are intended to be the final expression of their agreement with
respect to the subject matter of this Agreement and may not be contradicted by
evidence of any prior or contemporaneous Agreement, except to the extent that
the provisions of any such agreement have been expressly referred to in this
Agreement as having continued effect. Any and all previous change in control
agreements between the Company and the Executive (including, without limitation,
the Change in Control provisions of the "comfort letter" pursuant to the CIC
Policy) are null and void and given no effect.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and the Executive has executed this Agreement as of the
day and year first above written.

         Corning Incorporated:



         By:     /s/  Kirk P. Gregg
              ------------------------------------------------
                 Kirk P. Gregg
                 Senior Vice President, Administration

         Executive:



                 /s/  Wendell P. Weeks
              ------------------------------------------------
                 Wendell P. Weeks







                                                                     Exhibit 12
CORNING INCORPORATED AND SUBSIDIARY COMPANIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(In millions, except ratios)

                                                     For the three months ended
                                                           March 31, 2004
                                                     --------------------------

Loss before income taxes                                     $      (64)
Adjustments:
    Distributed income of equity investees                            78
    Amortization of capitalized interest                               1
    Fixed charges net of capitalized interest                         41
                                                             -----------

Income before taxes and fixed charges, as adjusted                    56
                                                             ===========

Fixed charges:
   Interest incurred                                                  38
   Portion of rent expense which represents an
     appropriate interest factor                                       5
   Amortization of debt costs                                          1
                                                             -----------

Total fixed charges                                                   44
Capitalized interest                                                  (3)
                                                             -----------

Total fixed charges, net of capitalized interest                      41
                                                             ===========

Ratio of earnings to fixed charges                                   1.3
                                                             ===========






                                                                   Exhibit 31.1

                                 CERTIFICATIONS
                                 --------------


I, James R. Houghton, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Corning Incorporated;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the  registrant  as of, and for, the periods  presented  in this  quarterly
     report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
     have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent function):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls over financial reporting.





             May 4, 2004                           /s/ JAMES R. HOUGHTON
    -----------------------------          -------------------------------------
                Date                                  James R. Houghton
                                           Chairman and Chief Executive Officer






                                                                   Exhibit 31.2

                                 CERTIFICATIONS
                                 --------------


I, James B. Flaws, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Corning Incorporated;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the  registrant  as of, and for, the periods  presented  in this  quarterly
     report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
     have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent function):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls over financial reporting.





             May 4, 2004                         /s/ JAMES B. FLAWS
   ------------------------------     -----------------------------------------
                Date                               James B. Flaws
                                      Vice Chairman and Chief Financial Officer







                                                                   Exhibit 32.1



                              CORNING INCORPORATED

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Corning  Incorporated (the "Company")
on Form 10-Q for the period  ended March 31,  2004 as filed with the  Securities
and Exchange Commission on the date hereof (the "Report"), we, James R. Houghton
and James B. Flaws,  Chairman and Chief Executive  Officer and Vice Chairman and
Chief Financial Officer,  respectively,  of the Company, certify, pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

(1)  The Report fully complies with the  requirements  of section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.






       May 4, 2004                              /s/ JAMES R. HOUGHTON
---------------------------           -----------------------------------------
          Date                                    James R. Houghton
                                         Chairman and Chief Executive Officer




       May 4, 2004                               /s/ JAMES B. FLAWS
---------------------------           -----------------------------------------
          Date                                     James B. Flaws
                                      Vice Chairman and Chief Financial Officer


A signed  original of this  written  statement  required by Section 906 has been
provided to Corning  Incorporated  and will be retained by Corning  Incorporated
and  furnished  to the  Securities  and  Exchange  Commission  or its staff upon
request.








                                                                   Exhibit 99.1

                         Revised Operating Segment Data
                    For the years ended 2003, 2002, and 2001
                            (Unaudited; in millions)



------------------------------------------------------------------------------------------------------------------------------------
                                                          Telecom-      Display    Environmental   Life    Unallocated  Consolidated
                                                         munications Technologies  Technologies  Sciences   and Other       Total
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
For the year ended December 31, 2003
Net sales                                                 $ 1,426      $   595       $    476     $    281   $    312    $  3,090
Depreciation (1)                                          $   246      $   110       $     80     $     38   $      6    $    480
Amortization of purchased intangibles                     $    37                                                        $     37
Research, development and engineering expenses (2)        $   120      $    55       $     87     $     28   $     54    $    344
Restructuring, impairment and other charges and
  credits (3)                                             $   (36)                                           $    147    $    111
Interest expense (4)                                      $    75      $    39       $     19     $      5   $     16    $    154
(Benefit) provision for income taxes                      $   (78)     $    45       $      5     $      7   $   (233)   $   (254)
(Loss) earnings before minority interests and equity
  (losses) earnings (5)                                   $  (158)     $    91       $      9     $     14   $   (461)   $   (505)
Minority interests (6)                                                                                             73          73
Equity in (losses) earnings of associated companies,
  net of impairments                                          (11)         144                                     76         209
------------------------------------------------------------------------------------------------------------------------------------
Net (loss) income                                         $  (169)     $   235       $      9     $     14   $   (312)   $   (223)
------------------------------------------------------------------------------------------------------------------------------------
Investment in associated companies, at equity             $    59      $   299       $     30                $    590    $    978
Segment assets (7)                                        $ 1,901      $ 1,297       $    485     $    111   $  6,958    $ 10,752
Capital expenditures                                      $    15      $   251       $     69     $      7   $     49    $    391
------------------------------------------------------------------------------------------------------------------------------------

For the year ended December 31, 2002
Net sales                                                 $ 1,631      $   405       $    394     $    280   $    454    $  3,164
Depreciation (1)                                          $   379      $    79       $     50     $     22   $     88    $    618
Amortization of purchased intangibles                     $    41                                            $      2    $     43
Research, development and engineering expenses (2)        $   308      $    41       $     63     $     17   $     54    $    483
Restructuring, impairment and other charges and
  credits (3)                                             $ 1,722                    $      2     $      1   $    355    $  2,080
Interest expense (4)                                      $    99      $    29       $     16     $      5   $     30    $    179
(Benefit) provision for income taxes                      $  (722)     $    20       $      8     $     13   $    (45)   $   (726)
(Loss) earnings before minority interests and equity
  (losses) earnings (5)                                   $(1,838)     $    39       $     16     $     25   $   (236)   $ (1,994)
Minority interests (6)                                          1                                                  97          98
Equity in (losses) earnings of associated companies,
  net of impairments                                          (60)          80             16                      80         116
Income from discontinued operations                                                                               478         478
------------------------------------------------------------------------------------------------------------------------------------
Net (loss) income                                         $(1,897)     $   119       $     32     $     25   $    419    $ (1,302)
------------------------------------------------------------------------------------------------------------------------------------
Investment in associated companies, at equity             $    72      $   187       $     30                $    457    $    746
Segment assets (7)                                        $ 2,243      $   913       $    428     $    126   $  7,696    $ 11,406
Capital expenditures                                      $    49      $    77       $     74     $      8   $    108    $    316
------------------------------------------------------------------------------------------------------------------------------------

For the year ended December 31, 2001
Net sales                                                 $ 4,458      $   323       $    379     $    267   $    620    $  6,047
Depreciation (1)                                          $   401      $    52       $     45     $     24   $     99    $    621
Amortization of purchased intangibles                     $    76                                                        $     76
Research, development and engineering expenses (2)        $   474      $    27       $     50     $     31   $     40    $    622
Restructuring, impairment and other charges and
  credits (3)                                             $ 5,404                    $      1     $     11   $    301    $  5,717
Interest expense (4)                                      $   104      $    16       $     10     $      4   $     19    $    153
Benefit for income taxes                                  $  (336)     $    14       $     12     $     (9)  $   (149)   $   (468)
Loss before minority interests and equity earnings (5)    $(5,215)     $    28       $     24     $    (17)  $   (513)   $ (5,693)
Minority interests (6)                                                                                             13          13
Equity in earnings of associated companies                     12           60              6                      70         148
Income from discontinued operations                                                                                34          34
------------------------------------------------------------------------------------------------------------------------------------
Net (loss) income                                         $(5,203)     $    88       $     30     $    (17)  $   (396)   $ (5,498)
------------------------------------------------------------------------------------------------------------------------------------
Investment in associated companies, at equity             $   101      $   118       $     15                $    402    $    636
Segment assets (7)                                        $ 3,972      $   783       $    352     $    138   $  7,548    $ 12,793
Capital expenditures                                      $   941      $   232       $     62     $     14   $    368    $  1,617
------------------------------------------------------------------------------------------------------------------------------------






(1)  Depreciation   expense  for  Corning's   reportable  segments  includes  an
     allocation  of   depreciation  of  corporate   property  not   specifically
     identifiable to a segment.  Related depreciable assets are not allocated to
     segment assets.
(2)  Non-direct research,  development and engineering expenses are allocated to
     segments based upon direct project spending for each segment.
(3)  Related tax benefit:
       Year ended December 31, 2003: $17, $0, $0, $0, $32 and $49.
       Year ended December 31, 2002: $452, $0, $1, $0, $95 and $548.
       Year ended December 31, 2001: $282, $0, $0, $4, $113 and $399.
(4)  Interest  expense is allocated to segments based on a percentage of segment
     net operating assets.  Consolidated  subsidiaries with independent  capital
     structures do not receive additional allocations of interest expense.
(5)  Many of Corning's  administrative  and staff  functions  are performed on a
     centralized  basis.  Where  practicable,  Corning charges these expenses to
     segments  based upon the extent to which each  business  uses a centralized
     function. Other staff functions, such as corporate finance, human resources
     and legal are allocated to segments, primarily as a percentage of sales.
(6)  Includes  $30  million  and $68  million  in 2003 and  2002,  respectively,
     related  to  impairment  of  long-lived  assets of the  conventional  video
     components business.
(7)  Includes  inventory,  accounts  receivable,  property  and  investments  in
     associated equity companies.



A reconciliation of reportable segment net income (loss) to consolidated net loss follows (in millions):
-------------------------------------------------------------------------------------------------------------------------------
                                                                                 Years ended December 31,
                                                                         ---------------------------------------
                                                                           2003            2002           2001
-------------------------------------------------------------------------------------------------------------------------------
                                                                                               
Net income (loss) of reportable segments                                 $     89       $  (1,721)      $ (5,102)
Non-reportable operating segments net (loss) income (1)                      (139)            (29)             1
Unallocated amounts:
    Non-segment loss and other (2)                                            (51)            (24)           (43)
    Amortization of goodwill                                                                                (363)
    Non-segment restructuring, impairment and
       other (charges) and credits                                            (13)           (208)          (191)
    Asbestos settlement                                                      (413)
    Interest income                                                            32              41             68
    Gain on repurchases of debt                                                19             176
    Benefit (provision) for income taxes (3)                                  170             (24)            94
    Minority interests                                                                          1
    Equity in earnings of associated companies (4)                             83               8              4
    Income from discontinued operations                                                       478             34
                                                                         --------       ---------       --------
Net loss                                                                 $   (223)      $  (1,302)      $ (5,498)
-------------------------------------------------------------------------------------------------------------------------------


(1)  Includes the results of non-reportable operating segments.
(2)  Includes  the  results  of  non-segment   operations  and  other  corporate
     activities.
(3)  Includes tax  associated  with  non-segment  restructuring,  impairment and
     other charges.
(4)  Includes amounts derived from corporate investments,  primarily Dow Corning
     Corporation in 2003.



The following table provides net sales for the Telecommunications segment (in millions):
-------------------------------------------------------------------------------------------------------------------------------
                                                                                 Years ended December 31,
                                                                         ---------------------------------------
                                                                           2003            2002           2001
-------------------------------------------------------------------------------------------------------------------------------
                                                                                               
Net sales:
   Optical fiber and cable                                               $     760      $     859       $  2,889
   Hardware and equipment                                                      612            661          1,022
   Photonic technologies                                                        54            111            547
                                                                         ---------      ---------       --------
     Total net sales                                                     $   1,426      $   1,631       $  4,458
-------------------------------------------------------------------------------------------------------------------------------








A reconciliation of reportable segment assets to consolidated assets follows (in millions):
-------------------------------------------------------------------------------------------------------------------------------
                                                                                 Years ended December 31,
                                                                         ---------------------------------------
                                                                           2003            2002           2001
-------------------------------------------------------------------------------------------------------------------------------
                                                                                               
Total assets of reportable segments                                      $  3,794       $   3,710       $  5,245
Non-reportable operating segments assets                                      683             915          1,298
Unallocated amounts:
    Current assets (1)                                                      1,698           2,746          2,723
    Investments (2)                                                           211              25             80
    Property, net (3)                                                         973             903            636
    Other non-current assets (4)                                            3,393           3,107          2,811
                                                                         --------       ---------       --------
Total assets                                                             $ 10,752       $  11,406       $ 12,793
-------------------------------------------------------------------------------------------------------------------------------


(1)  Includes current corporate assets,  primarily cash, short-term  investments
     and deferred taxes.
(2)  Represents corporate investments in associated companies,  at both cost and
     equity.
(3)  Represents corporate property not specifically identifiable to an operating
     segment.
(4)  Includes non-current corporate assets, pension assets and deferred taxes.







                                                                   Exhibit 99.2


                  Reconciliation of Non-GAAP Financial Measures
                  ---------------------------------------------

Quarter 1, 2004
(Unaudited; amounts in millions, except per share amounts)


                                                                       After-tax
                                                                      & minority
                                          Per Share      Pre tax       interest
                                          ---------      ------       ----------

Earnings per share (EPS) and net income,
  excluding certain items                 $   0.08       $   12        $   115

Certain items:
Restructuring, impairment and other
  charges and (credits) (1)                  (0.02)         (34)           (21)

Asbestos settlement (2)                      (0.01)         (19)           (18)

(Loss) gain on repurchases and
  retirement of debt, net (3)                (0.01)         (23)           (21)
                                          --------       ------        -------

Total EPS and net income                  $   0.04       $  (64)       $    55
                                          ========       ======        =======


(1) This charge primarily  related to the consolidation of our high purity fused
silica manufacturing  facility in Charleston,  South Carolina.  This charge also
included a credit related to prior years' restructuring charges,  principally in
the Telecommunications segment.

(2) As part of Corning's  asbestos  settlement for Pittsburgh  Corning,  Corning
will be  contributing  25 million  shares of Corning  common stock to the trust,
along with some cash.  The common stock is currently  expected to be contributed
to the trust in 2004, after the claimants have approved the plan and all appeals
have been resolved.  Until the common stock is contributed to the trust, changes
in its market value will be recognized in our quarterly  results.  At the end of
the first  quarter,  we recorded a charge of $19 million pre tax and $18 million
after tax to reflect the increase in Corning's stock price over the past quarter
from $10.43 to $11.18.

(3) This charge is related to debt-for-equity  exchanges  pertaining to our 3.5%
convertible bonds due in 2008.