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            June 30, 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
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:

1,393,634,191   shares  of  Corning's  Common  Stock,   $0.50  Par  Value,  were
outstanding as of June 30, 2004.






                                      INDEX
                                      -----

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

ITEM 1. Financial Statements

                                                                          Page
                                                                          ----

    Consolidated Statements of Operations (Unaudited) for the three
      and six months ended June 30, 2004 and 2003                           3

    Consolidated Balance Sheets at June 30, 2004 (Unaudited) and
      December 31, 2003                                                     4

    Consolidated Statements of Cash Flows (Unaudited) for the six
      months ended June 30, 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                                        21

Item 3. Quantitative and Qualitative Disclosures About Market Risk         33

Item 4. Controls and Procedures                                            33


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

Item 1. Legal Proceedings                                                  34

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases
          of Equity Securities                                             39

Item 3. Defaults Upon Senior Securities                                   N/A

Item 4. Submission of Matters to a Vote of Security Holders                40

Item 5. Other Information                                                  41

Item 6. Exhibits and Reports on Form 8-K                                   41

Signatures                                                                 42

Exhibit Index                                                              43

Certifications                                                             46







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





                                                                  For the three months            For the six months
                                                                     ended June 30,                 ended June 30,
                                                                ------------------------       ------------------------
                                                                   2004           2003           2004            2003
                                                                ---------       --------       ---------      ---------
                                                                                                  
Net sales                                                       $     971       $    752       $   1,815      $   1,498
Cost of sales                                                         625            571           1,169          1,117
                                                                ---------       --------       ---------      ---------

Gross margin                                                          346            181             646            381

Operating expenses:
   Selling, general and administrative expenses                       166            148             326            300
   Research, development and engineering expenses                      85             85             169            178
   Amortization of purchased intangibles                                9              9              19             18
   Restructuring, impairment and other charges and
     (credits) (Note 4)                                               (34)            49                            100
   Asbestos settlement (Note 5)                                        47             39              66            337
                                                                ---------       --------       ---------      ---------

Operating income (loss)                                                73           (149)             66           (552)

Interest income                                                         4              9              10             17
Interest expense                                                      (37)           (42)            (73)           (82)
(Loss) gain on repurchases and retirement
  of debt, net (Note 11)                                               (9)            13             (32)            17
Other income, net                                                       5             20               1              6
                                                                ---------       --------       ---------      ---------

Income (loss) before income taxes                                      36           (149)            (28)          (594)
(Provision) benefit for income taxes (Note 7)                         (24)            34             (12)           178
                                                                ---------       --------       ---------      ---------

Income (loss) before minority interests and
  equity earnings                                                      12           (115)            (40)          (416)
Minority interests                                                    (11)            33             (11)            70
Equity in earnings of associated companies, net of
  impairments                                                         107             60             214            119
                                                                ---------       --------       ---------      ---------

Net income (loss)                                               $     108       $    (22)      $     163      $    (227)
                                                                =========       ========       =========      =========

Basic earnings (loss) per common share (Note 14)                $    0.08       $  (0.02)      $    0.12      $   (0.19)
                                                                =========       ========       =========      =========
Diluted earnings (loss) per common share (Note 14)              $    0.07       $  (0.02)      $    0.11      $   (0.19)
                                                                =========       ========       =========      =========

Shares used in computing per share amounts for:
  Basic earnings (loss) per common share (Note 14)                  1,383          1,244           1,371          1,222
                                                                =========       ========       =========      =========
  Diluted earnings (loss) per common share (Note 14)                1,495          1,244           1,446          1,222
                                                                =========       ========       =========      =========



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)




                                                                                           June 30,          December 31,
                                                                                             2004                2003
                                                                                         -----------        -------------
                                                                                                        
Assets

Current assets:
   Cash and cash equivalents                                                              $     964           $     833
   Short-term investments, at fair value                                                        623                 433
                                                                                          ---------           ---------
     Total cash, cash equivalents and short-term investments                                  1,587               1,266
   Trade accounts receivable, net of doubtful accounts and allowances - $37 and $38             566                 525
   Inventories (Note 6)                                                                         501                 467
   Deferred income taxes                                                                        236                 242
   Other current assets                                                                         175                 194
                                                                                          ---------           ---------
       Total current assets                                                                   3,065               2,694

Investments (Note 8)                                                                          1,132               1,045
Property, net of accumulated depreciation - $3,636 and $3,415                                 3,663               3,620
Goodwill (Note 9)                                                                             1,729               1,735
Other intangible assets, net (Note 9)                                                           146                 166
Deferred income taxes                                                                         1,278               1,225
Other assets                                                                                    236                 267
                                                                                          ---------           ---------

Total Assets                                                                              $  11,249           $  10,752
                                                                                          =========           =========

Liabilities and Shareholders' Equity

Current liabilities:
   Loans payable                                                                          $     312           $     146
   Accounts payable                                                                             377                 333
   Other accrued liabilities (Note 5 and 10)                                                  1,065               1,074
                                                                                          ---------           ---------
       Total current liabilities                                                              1,754               1,553

Long-term debt (Note 11)                                                                      2,448               2,668
Postretirement benefits other than pensions                                                     610                 619
Other liabilities (Note 5)                                                                      405                 412
Commitments and contingencies (Note 12)
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: 637 thousand and 854 thousand                                           64                  85
   Common stock - Par value $0.50 per share; Shares authorized: 3.8 billion;
     Shares issued: 1,417 million and 1,401 million                                             708                 701
   Additional paid-in capital                                                                10,350              10,298
   Accumulated deficit                                                                       (4,981)             (5,144)
   Treasury stock, at cost; Shares held: 23 million and 58 million                             (234)               (574)
   Accumulated other comprehensive income                                                        95                  98
                                                                                          ---------           ---------
       Total shareholders' equity                                                             6,002               5,464
                                                                                          ---------           ---------

Total Liabilities and Shareholders' Equity                                                $  11,249           $  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 six months ended
                                                                                                 June 30,
                                                                                         -------------------------
                                                                                            2004           2003
                                                                                         ---------       ---------
                                                                                                  
Cash flows from operating activities:
   Net income (loss)                                                                      $    163      $  (227)
   Adjustments to reconcile net income (loss) to net
      cash provided by operating activities:
     Amortization of purchased intangibles                                                      19           18
     Depreciation                                                                              240          250
     Restructuring, impairment and other charges and credits                                                100
     Asbestos settlement                                                                        66          337
     Loss (gain) on repurchases and retirement of debt, net                                     32          (17)
     Undistributed earnings of associated companies                                            (92)         (24)
     Minority interests, net of dividends paid                                                  11          (70)
     Deferred tax benefit                                                                      (35)        (234)
     Interest expense on convertible debentures                                                  3           13
     Restructuring payments                                                                    (56)        (143)
     Income tax refund                                                                                      191
     Tax benefit on stock options                                                               11
     Changes in certain working capital items:
        Trade accounts receivable                                                              (43)          17
        Inventories                                                                            (33)          34
        Other current assets                                                                     7           (4)
        Accounts payable and other current liabilities, net of restructuring payments           (6)        (173)
     Other, net                                                                                 20          (20)
                                                                                          --------      -------
Net cash provided by operating activities                                                      307           48
                                                                                          --------      -------

Cash flows from investing activities:
   Capital expenditures                                                                       (302)        (110)
   Net proceeds from sale of precision lens business                                                          9
   Net proceeds from sale or disposal of assets                                                 35           43
   Net increase in long-term investments and other long-term assets                                          (4)
   Short-term investments - acquisitions                                                      (706)      (1,060)
   Short-term investments - liquidations                                                       514          956
   Restricted investments - liquidations                                                         5            6
                                                                                          --------      -------
Net cash used in investing activities                                                         (454)        (160)
                                                                                          --------      -------

Cash flows from financing activities:
   Net repayments of loans payable                                                              (9)         (54)
   Proceeds from issuance of long-term debt, net                                               396
   Repayments of long-term debt                                                               (150)        (823)
   Proceeds from issuance of common stock, net                                                  24          281
   Cash dividends paid to preferred shareholders                                                (5)          (6)
   Proceeds from the exercise of stock options                                                  27
                                                                                          --------      -------
Net cash provided by (used in) financing activities                                            283         (602)
                                                                                          --------      -------
Effect of exchange rates on cash                                                                (5)          35
                                                                                          --------      -------
Net increase (decrease) in cash and cash equivalents                                           131         (679)
Cash and cash equivalents at beginning of period                                               833        1,426
                                                                                          --------      -------

Cash and cash equivalents at end of period                                                $    964      $   747
                                                                                          ========      =======


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 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 that
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 to 2004 classifications.

Stock-Based Compensation

We apply Accounting Principles Board Opinion (APB) No. 25, "Accounting for Stock
Issued to Employees" (APB No. 25), 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  Financial
Accounting  Standards Board (FASB) Statement of Financial  Accounting  Standards
(SFAS) No. 123,  "Accounting  for Stock-Based  Compensation"  (SFAS No. 123), to
stock-based employee compensation.








(In millions, except per share amounts)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                             Three months                       Six months
                                                                            ended June 30,                    ended June 30,
                                                                       -------------------------        -------------------------
                                                                          2004            2003             2004            2003
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
Net income (loss) - as reported                                        $     108      $     (22)        $    163       $    (227)
Add:  Stock-based employee compensation expense
  determined under APB No. 25, included in reported
  net income (loss), net of tax                                                1                               3               1
Less:  Stock-based employee compensation expense
  determined under fair value based method, net of tax                       (28)           (34)             (57)            (69)
-----------------------------------------------------------------------------------------------------------------------------------
Net income (loss) - pro forma                                          $      81      $     (56)        $    109       $    (295)

Earnings (loss) per common share:
    Basic - as reported                                                $    0.08      $   (0.02)        $   0.12       $   (0.19)
    Basic - pro forma                                                  $    0.06      $   (0.05)        $   0.08       $   (0.24)

    Diluted - as reported                                              $    0.07      $   (0.02)        $   0.11       $   (0.19)
    Diluted - pro forma                                                $    0.05      $   (0.05)        $   0.08       $   (0.24)
-----------------------------------------------------------------------------------------------------------------------------------



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

-------------------------------------------------------------------------------
                                 Three months               Six months
                                ended June 30,            ended June 30,
                              --------------------     --------------------
                              2004            2003     2004            2003
-------------------------------------------------------------------------------

Expected life in years           4               5        4               5
Risk free interest rate       3.7%            2.8%     3.3%            2.9%
Expected volatility            50%           79.6%      50%           78.4%
-------------------------------------------------------------------------------

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 the stock  options'  expected  term
granted in the first quarter was 4 years, compared to our previous expected term
estimate  of 5  years.  Additionally,  Corning  used a  10-year  mean  reversion
analysis,  as allowed by SFAS No. 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 a better estimate of future volatility expectations.

Changes in the status of outstanding options follow:

--------------------------------------------------------------------------------
                                         Number of Shares     Weighted-Average
                                          (in thousands)       Exercise Price
--------------------------------------------------------------------------------

Options outstanding December 31, 2003         135,352          $   20.58
Options granted under plans                     9,332          $   11.66
Options exercised                              (4,703)         $    5.93
Options terminated                               (784)         $   33.15
                                              -------

Options outstanding June 30, 2004             139,197          $   20.35
                                              =======
Options exercisable June 30, 2004              94,012          $   25.19
--------------------------------------------------------------------------------







New Accounting Standard

In May 2004, the FASB issued Staff Position (FSP) No. FAS 106-2, "Accounting and
Disclosure  Requirements Related to the Medicare Prescription Drug,  Improvement
and Modernization  Act of 2003" (FSP No. 106-2),  which provides guidance on how
companies  should  account  for the impact of the  Medicare  Prescription  Drug,
Improvement  and  Modernization  Act of 2003 (the  "Act") on its  postretirement
health care plans.  To encourage  employers to retain or provide  postretirement
drug benefits, beginning in 2006 the federal government will provide non-taxable
subsidy  payments  to  employers  that  sponsor  prescription  drug  benefits to
retirees that are "actuarially  equivalent" to the Medicare benefit. Corning has
determined that its postretirement health care plans' prescription drug benefits
are actuarially  equivalent to Medicare Part D benefits to be provided under the
Act.  Effective July 1, 2004,  Corning will  prospectively  adopt the accounting
guidance of FSP No. 106-2, which will reduce our postretirement  health care and
life  insurance  plans'  accumulated  postretirement  benefit  obligation by $73
million and annual expense by $10 million.

2.   Employee Retirement Plans

Defined Benefit Plans

The following table summarizes the components of net periodic benefit cost (in
millions):


------------------------------------------------------------------------------------------------------------------------------------
                                                     Pension benefits                              Postretirement benefits
------------------------------------------------------------------------------------------------------------------------------------
                                             Three months           Six months               Three months           Six months
                                            ended June 30,        ended June 30,            ended June 30,        ended June 30,
                                         --------------------  --------------------      --------------------  --------------------
                                          2004          2003    2004          2003         2004         2003     2004         2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Service cost                             $    9       $   11    $   20      $   19       $    2      $    2    $     4       $   4
Interest cost                                28           44        66          74           11          12         24          24
Expected return on plan assets              (32)         (52)      (75)        (88)
Amortization of net loss                      5            1        11           1            2           1          5           2
Amortization of prior service cost            2            3         4           6           (1)         (1)        (3)         (2)
                                         -------------------------------------------------------------------------------------------
Net periodic benefit expense                 12            7        26          12           14          14         30          28

Curtailment loss (gain)                                    8                     8                       (5)                    (5)
Special termination benefits                              14                    14                        9                      9
                                         -------------------------------------------------------------------------------------------

Total expense                            $   12       $   29    $   26      $   34       $   14      $   18    $    30       $  32
------------------------------------------------------------------------------------------------------------------------------------


For the six months  ended  June 30,  2004,  we  contributed  $22  million to our
domestic and international  pension plans. We expect to contribute an additional
$23 million in the second half of 2004.

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 June 30,  2004,  approximately  $49
million  remained  in the  escrow  account.  No  other  gain on the  sale of the
precision  lens  business  will be  recognized  until such claims are  resolved.
Corning and 3M are 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

Second Quarter
--------------
In the second  quarter of 2004, we recorded  credits of $34 million ($14 million
after-tax and minority interest) included in restructuring, impairment and other
charges and (credits). A summary of these credits follows:

..    We recorded a $25 million gain ($8 million after-tax and minority interest)
     related  to  proceeds  in excess of  assumed  salvage  values for assets of
     Corning Asahi Video Products  Company (CAV) that were  previously  impaired
     but later sold to a third party in China.  CAV was our 51% owned  affiliate
     that  manufactured  glass panels and funnels for use in  conventional  tube
     televisions and which was shut down in 2003. In July 2004, we substantially
     completed the sale of CAV's assets and received  proceeds of $7 million ($2
     million after-tax and minority interest).
..    We  recorded  a $9 million  credit  ($6  million  after-tax)  comprised  of
     reversals of reserves related to prior years'  restructuring  charges.  The
     reversals  included $2 million  related to employee  separation  costs that
     were less than  estimated,  $5 million related to exit costs that were less
     than  estimated,  and $2  million  related to assets  that were  previously
     impaired.

First Quarter
-------------
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 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  details  the  charges,   credits  and  balances  of  the
restructuring  liabilities  as of and for the six months ended June 30, 2004 (in
millions):


------------------------------------------------------------------------------------------------------------------------------------
                                                             Six months                                                  Remaining
                                                             ended June        Revisions        Net          Cash       reserve at
                                                January 1,    30, 2004        to existing    charges/      payments      June 30,
                                                   2004        charge            plans      (reversals)     in 2004        2004
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Restructuring charges:
  Employee related costs                         $      78                   $      (2)      $    (2)      $    (41)   $      35
  Other charges                                        108    $       1             (5)           (4)           (15)          89
                                                 -------------------------------------------------------------------------------
     Total restructuring charges                 $     186    $       1      $      (7)      $    (6)      $    (56)   $     124
                                                 -------------------------------------------------------------------------------

Impairment of long-lived assets:
  Assets to be disposed of by sale
    or abandonment                                                           $     (33)      $    (33)

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

Total restructuring, impairment and other
  charges and (credits)                                       $      40      $     (40)
Tax benefit and minority interest                                   (15)            22       $      7
                                                              ------------------------------------------
Restructuring, impairment and other
  charges and (credits), net                                  $      25      $    (18)       $      7
------------------------------------------------------------------------------------------------------------------------------------








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 2007.  As of June 30, 2004,  all of the 1,975  employees  from the
2003 restructuring plans have been separated.

2003 Restructuring Actions

Second Quarter
--------------
In the second  quarter of 2003, we recorded net  restructuring,  impairment  and
other  charges and  (credits)  totaling  $49 million ($3 million  after-tax  and
minority interest). A summary of these charges and credits follows:


..    a charge of $54 million  ($15  million  after-tax  and  minority  interest)
     related to the shut down of CAV,
..    a charge of $33 million ($22 million  after-tax) related to the exit of the
     photonics business,
..    a charge of $38 million ($25 million  after-tax)  related to  restructuring
     and impairment actions in the Telecommunications segment and administrative
     staffs, and
..    a credit of $76 million  ($59  million  after-tax)  related to prior years'
     restructuring and impairment charges,  primarily in the  Telecommunications
     segment.

First Quarter
-------------
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  $17  million  ($11  million   after-tax)   charge  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,
..    a $33 million ($21  million  after-tax)  reversal of prior  years'  charges
     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
..    a  $62  million  ($19  million  after-tax  and  minority   interest)  asset
     impairment charge related to CAV.

The  following   table  details  the  charges,   credits  and  balances  of  the
restructuring reserves as of June 30, 2003 (in millions):


------------------------------------------------------------------------------------------------------------------------------------
                                                  Six months                             Six months ended                Remaining
                                                  ended June      Reversals       Net      June 30, 2003      Cash      reserve at
                                     January 1,    30, 2003      to existing   charges/      Non-cash       payments     June 30,
                                        2003        charge          plans     (reversals)     charges        in 2003       2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Restructuring charges:
  Employee related costs               $  273       $    81       $   (49)      $   32        $ (27)        $  (124)    $   154
  Other charges                           132            33           (15)          18                          (19)        131
                                       ----------------------------------------------------------------------------------------
     Total restructuring charges       $  405       $   114       $   (64)      $   50        $ (27)        $  (143)    $   285
                                       ----------------------------------------------------------------------------------------

Impairment of long-lived assets:
  Assets to be held and used                        $    62                     $   62
  Assets to be disposed of by sale
    or abandonment                                       28       $   (45)         (17)
  Cost investments                                        5                          5
                                                    ------------------------------------
     Total impairment charges                       $    95       $   (45)      $   50
                                                    ------------------------------------

Total restructuring and impairment
  charges and credits                               $   209       $  (109)      $  100
Tax benefit and minority interest                      (114)           29          (85)
                                                    ------------------------------------
Restructuring, impairment and other
  charges and credits, net                          $    95       $  (80)       $   15
------------------------------------------------------------------------------------------------------------------------------------








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 was  submitted to the federal  bankruptcy
court at the end of 2003, received a favorable vote from creditor classes in the
first quarter of 2004,  but remains  subject to a number of  contingencies.  The
Bankruptcy  Court has set a schedule for briefing  leading to final arguments in
November 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.

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 $140 million over six years beginning one year after the plan
becomes effective. We may accelerate a substantial portion of the payments 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.

The  following  summarizes  the charges we have  recorded to reflect the initial
settlement and to mark-to-market the value of our common stock:
--------------------------------------------------------------------------------
                                Three months                   Six months
                                ended June 30,                ended June 30,
                            ---------------------       ------------------------
                              2004          2003          2004           2003
--------------------------------------------------------------------------------

Pretax charge               $    47       $    39       $    66       $    337
After-tax charge            $    45       $    24       $    63       $    216
--------------------------------------------------------------------------------

The minimal  tax effect on the  charges for the three and six months  ended June
30,  2004  reflects  the fact that the  cumulative  asbestos  settlement  charge
recorded  to date is in excess of the net amount  realizable  for tax  purposes.
Beginning  with the first  quarter of 2003 and through  June 30,  2004,  we have
recorded charges of $479 million ($327 million after-tax) to reflect the initial
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 June 30, 2004 ($348  million)  have been  reflected in
other accrued  liabilities.  The remaining  $140 million,  representing  the net
present  value of the cash  payments  discounted  at 5.5%,  is recorded in other
liabilities.  See Part II-Other  Information,  Item 1. Legal  Proceedings  for a
history of this matter.

6.   Inventories

(in millions)
--------------------------------------------------------------------------------
                                   June 30, 2004            December 31, 2003
--------------------------------------------------------------------------------
Finished goods                        $    127                  $    141
Work in process                            146                       113
Raw materials and accessories              144                       138
Supplies and packing materials              84                        75
--------------------------------------------------------------------------------
Total inventories                     $    501                  $    467
--------------------------------------------------------------------------------







7.   Income Taxes

Our (provision)  benefit for income taxes and the related effective (income tax)
benefit rates were as follows (in millions):


------------------------------------------------------------------------------------------------------------------------------------
                                                           Three months                           Six months
                                                          ended June 30,                        ended June 30,
                                                     ------------------------             -------------------------
                                                        2004           2003                  2004            2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                              
(Provision) benefit for income taxes                 $     (24)      $     34             $     (12)      $     178
Effective (income tax) benefit rate                     (66.7)%         22.8%                (42.9)%          30.0%
------------------------------------------------------------------------------------------------------------------------------------


The effective  (income tax) benefit rate for the three and six months ended June
30, 2004 and 2003 differed from the U.S. statutory income tax rate of 35% due to
the  impact of  restructuring,  impairment  and  other  charges  and  (credits),
asbestos settlement and debt transactions.

8.   Investments

At June 30, 2004 and December 31, 2003, our total  investments  accounted for by
the equity method were $1.1 billion and $978 million,  respectively.  Summarized
results of operations of our two significant  equity method  investments  follow
(in millions):

Samsung Corning Precision Glass Co., Ltd. (Samsung Corning Precision)



------------------------------------------------------------------------------------------------------------------------------------
                                                           Three months                           Six months
                                                          ended June 30,                        ended June 30,
                                                     ------------------------             --------------------------
                                                        2004           2003                  2004            2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                              
Statement of Operations:
     Net sales                                       $     264       $    134             $     499       $     241
     Gross profit                                    $     205       $     94             $     384       $     170
     Net income                                      $     145       $     64             $     271       $     114
------------------------------------------------------------------------------------------------------------------------------------


Our  investment  in Samsung  Corning  Precision,  a 50%-owned  South Korea based
manufacturer of liquid crystal display glass,  was $395 million and $299 million
at June 30, 2004 and December 31, 2003, respectively.

Corning and Samsung  Corning  Precision  routinely  enter into purchase and sale
transactions for glass.  Sales to Samsung Corning  Precision were  insignificant
for the quarter  ended June 30,  2004 and $7 million for the quarter  ended June
30, 2003. Sales to Samsung Corning Precision were $6 million and $12 million for
the six  months  ended  June 30,  2004 and 2003,  respectively.  Purchases  from
Samsung  Corning  Precision  totaled $15 million and $5 million for the quarters
ended June 30, 2004 and 2003,  and $37 million and $8 million for the six months
ended June 30, 2004 and 2003,  respectively.  Balances  due to and from  Samsung
Corning  Precision  were  immaterial  at June 30, 2004 and  December  31,  2003.
Profits  related to  inventories  on hand at the end of a period are  eliminated
during consolidation.

Dow Corning Corporation (Dow Corning)



------------------------------------------------------------------------------------------------------------------------------------
                                                           Three months                           Six months
                                                          ended June 30,                        ended June 30,
                                                     ------------------------             --------------------------
                                                        2004             2003                2004           2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                              
Statement of Operations:
     Net sales                                       $     852       $    713             $   1,666       $   1,371
     Gross profit                                    $     278       $    221             $     508       $     406
     Net income                                      $      36       $     54             $      88       $      90
------------------------------------------------------------------------------------------------------------------------------------







Our investment in Dow Corning,  a 50%-owned U.S. based  manufacturer of silicone
products,  was $207  million and $185  million at June 30, 2004 and December 31,
2003, respectively.

During the second  quarter of 2004,  Dow  Corning  recorded  charges  related to
restructuring  actions and adjustments to interest  liabilities  recorded on its
emergence from bankruptcy.  Our equity earnings  included $21 million related to
these charges.  Subject to future rulings by the bankruptcy  court and potential
changes in estimated  bankruptcy-related  liabilities,  it is possible  that Dow
Corning may record  bankruptcy-related  charges in the future.  For  information
related to Dow Corning  litigation and bankruptcy  proceedings see Part II-Other
Information, Item 1. Legal Proceedings.

9.   Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill for the six months ended June 30,
2004 follow (in millions):


------------------------------------------------------------------------------------------------------------------------------------
                                                 Telecom-               Display           Unallocated
                                                munications          Technologies          and Other            Total
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 
Balance at January 1, 2004                      $  1,576                $    9            $     150          $   1,735
Foreign currency translation                          (3)                                                           (3)
Other                                                 (3)                                                           (3)
------------------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 2004                        $  1,570                $    9            $     150          $   1,729
------------------------------------------------------------------------------------------------------------------------------------


We must exercise judgment in assessing the recoverability of goodwill.  See Risk
Factors and Critical Accounting Estimates in our 2003 Annual Report on Form 10-K
for more information.

Other intangible assets follow (in millions):


------------------------------------------------------------------------------------------------------------------------------------
                                                           June 30, 2004                             December 31, 2003
                                                 -------------------------------------------------------------------------------
                                                            Accumulated                                 Accumulated
                                                  Gross     Amortization     Net              Gross     Amortization      Net
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Amortized intangible assets:
     Patents and trademarks                      $  144       $    65      $    79           $  145       $   57       $    88
     Non-competition agreements                     112            99           13              113           89            24
     Other                                            4             1            3                4            1             3
                                                 -----------------------------------         -----------------------------------
         Total amortized intangible assets          260           165           95              262          147           115

Other intangible assets:
     Intangible pension assets                       51                         51               51                         51
                                                 -----------------------------------         -----------------------------------
Total                                            $  311       $   165      $   146           $  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.






10.  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 six months ended June 30 follows (in millions):
--------------------------------------------------------------------------------
                                                           2004         2003
--------------------------------------------------------------------------------
Balance at January 1                                     $   41        $  64
Provision based on current year sales                         4            1
Adjustments to liability existing on January 1               (4)          (9)
Foreign currency translation                                 (1)           2
Settlements made during the current period                   (2)          (8)
                                                         ------        -----
Balance at June 30                                       $   38        $  50
--------------------------------------------------------------------------------

11.  Long-Term Debt

During the second  quarter of 2004, we issued 10 million  shares of common stock
and paid $9  million  in cash in  exchange  for  97,500 of our 3.5%  convertible
debentures  with a book value of $98 million.  In  accordance  with SFAS No. 84,
"Induced  Conversions of Convertible Debt," we recorded a loss of $9 million ($9
million  after-tax)  reflecting the fair value of the cash paid and  incremental
shares issued beyond those required by the terms of the debentures. The increase
in equity due to issuance of shares from treasury stock was $88 million.

During the first quarter of 2004, our long-term debt  transactions  included the
following:

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  semi-annually on these senior unsecured notes on 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 first quarter of 2004, we repurchased and retired 150,000 zero coupon
convertible debentures with a book value of $119 million in exchange for cash of
$117  million.  The gain on the  transaction  was offset by the write-off of the
unamortized issuance costs.

12.  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  Annual  Report  on Form  10-K.
Corning's obligation to fund the Dow Corning $150 million credit facility may be
triggered if in the next ten years Dow Corning is unable to meet its obligations
to fund the settlement  payments  required under its  Bankruptcy  Plan.  Corning
believes  that Dow Corning has  sufficient  cash flow and  liquidity to meet its
current  obligations.  As of June 30, 2004, we were contingently  liable for the
items  described  above  totaling  $352  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.

13.  Comprehensive Income (Loss)

Comprehensive income (loss), net of tax, was as follows (in millions):


--------------------------------------------------------------------------------------------------------------
                                               Three months                          Six months
                                              ended June 30,                       ended June 30,
                                         ------------------------              ------------------------
                                            2004           2003                  2004           2003
--------------------------------------------------------------------------------------------------------------
                                                                                  
Net income (loss)                        $    108        $   (22)              $   163        $   (227)
Other comprehensive income                     (5)            (9)                   (3)             28
--------------------------------------------------------------------------------------------------------------
Total comprehensive income (loss)        $    103        $   (31)              $   160        $   (199)
--------------------------------------------------------------------------------------------------------------


14.  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):


---------------------------------------------------------------------------------------------------------------------------------
                                                                          Three months ended June 30,
                                               ----------------------------------------------------------------------------------
                                                              2004                                      2003
                                               -------------------------------------     ----------------------------------------
                                                Net        Weighted-       Per Share      Net         Weighted-        Per Share
                                               Income    Average Shares      Amount       Loss     Average Shares        Amount
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Basic earnings (loss) per common share         $   108       1,383          $  0.08      $  (22)        1,244          $ (0.02)
---------------------------------------------------------------------------------------------------------------------------------

Effect of dilutive securities:
   Stock options                                                34
   7% mandatory convertible preferred stock                     35
   3.5% convertible debentures                       2          43
---------------------------------------------------------------------------------------------------------------------------------

Diluted earnings (loss) per common share       $   110       1,495          $  0.07      $  (22)        1,244          $ (0.02)
---------------------------------------------------------------------------------------------------------------------------------








-----------------------------------------------------------------------------------------------------------------------------------
                                                                             Six months ended June 30,
                                                 ----------------------------------------------------------------------------------
                                                                2004                                      2003
                                                 --------------------------------------    ----------------------------------------
                                                   Net        Weighted-      Per Share        Net       Weighted-        Per Share
                                                  Income    Average Shares     Amount        Loss    Average Shares        Amount
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Basic earnings (loss) per common share           $   163       1,371          $  0.12      $ (227)        1,222          $ (0.19)
-----------------------------------------------------------------------------------------------------------------------------------

Effect of dilutive securities:
   Stock options                                                  36
   7% mandatory convertible preferred stock                       39
-----------------------------------------------------------------------------------------------------------------------------------

Diluted earnings (loss) per common share         $   163       1,446          $  0.11      $ (227)        1,222          $ (0.19)
-----------------------------------------------------------------------------------------------------------------------------------


The following  potential  common shares were  excluded from the  calculation  of
diluted earnings (loss) per common share due to their  anti-dilutive  effect or,
in the case of stock options,  because their exercise price was greater than the
average market price for the periods presented (in millions):


------------------------------------------------------------------------------------------------------------------------------------
                                                                        Three months                             Six months
                                                                       ended June 30,                          ended June 30,
                                                                  ------------------------                ----------------------
                                                                     2004           2003                   2004           2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                
Potential common shares excluded from the calculation
  of diluted earnings (loss) per common share:
     Stock options                                                                     15                                    12
     7% mandatory convertible preferred stock                                          77                                    77
     3.5% convertible debentures                                                       69                    50              69
     4.875% convertible notes                                            6              6                     6               6
     Zero coupon convertible debentures                                  3             11                     3              12
                                                                  -------------------------------------------------------------
     Total                                                               9            178                    59             176
                                                                  =============================================================

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                                                         58             91                    57              90
------------------------------------------------------------------------------------------------------------------------------------


15.  Operating Segments

SFAS  No.  131,  "Disclosures  about  Segments  of  an  Enterprise  and  Related
Information,"  set  standards  for  reporting  information  regarding  operating
segments in financial  statements.  Operating segments are defined as components
of an enterprise about which separate financial information is available that is
evaluated  regularly by the chief  operating  decision maker, or decision making
group, in deciding how to allocate resources and in assessing  performance.  Our
Chief  Operating  Decision-Making  group (CODM) is comprised of the chairman and
chief executive officer,  vice chairman and chief financial  officer,  president
and chief  operating  officer,  president-Corning  Technologies,  executive vice
president-chief   administrative  officer  and  executive  vice  president-chief
technology officer.

Effective  with the first quarter of 2004, we revised our  reportable  operating
segments from Telecommunications and Technologies to Telecommunications, Display
Technologies,   Environmental   Technologies  and  Life  Sciences.   Prior  year
information  has been  restated  to  conform  to this  revision.  The  following
provides  a  brief  description  of the  products  and  markets  served  by each
reportable segment:

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






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

All other  operating  segments that do not meet the  quantitative  threshold for
separate  reporting  (e.g.,   specialty   materials,   ophthalmic  products  and
conventional  video  components),   certain  corporate  investments  (e.g.,  Dow
Corning, Samsung Corning Company Ltd. and Steuben),  discontinued operations and
unallocated  expenses have been grouped as "Unallocated and Other".  Unallocated
expenses   include   research  and  other  expenses   related  to  new  business
development;  gains or losses on  repurchases  and  retirement of debt;  charges
related to the asbestos  litigation;  and restructuring  and impairment  charges
related  to the  corporate  research  and  development  or staff  organizations.
Unallocated and Other also represents the reconciliation  between the totals for
the reportable segments and our consolidated total.

We prepare 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 the  respective  segment's  net income.  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.  Segment  net  income  may  not  be
consistent with measures 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 June 30, 2004
Net sales                                      $   392        $    277        $    141       $    79       $     82      $    971
Research, development and engineering
  expenses (1)                                 $    23        $     19        $     21       $     9       $     13      $     85
Restructuring, impairment and other charges
  and (credits) (2)                            $    (1)                                                    $    (33)     $    (34)
Interest expense (3)                           $    16        $     11        $      5       $     2       $      3      $     37
Benefit (provision) for income taxes           $    11        $    (32)       $     (2)      $    (2)      $      1      $    (24)
(Loss) income before minority interests and
  equity (losses) earnings (4)(5)              $   (21)       $     64        $      4       $     5       $    (40)     $     12
Minority interests (6)                                                                                          (11)          (11)
Equity in earnings of associated
  companies, net of impairments                                     71                                           36           107
                                               -------        --------        --------       -------       --------      --------
Net (loss) income                              $   (21)       $    135        $      4       $     5       $    (15)     $    108
------------------------------------------------------------------------------------------------------------------------------------

For the three months ended June 30, 2003
Net sales                                      $   347        $    135        $    117       $    72       $     81      $    752
Research, development and engineering
  expenses (1)                                 $    32        $     12        $     20       $     7       $     14      $     85
Restructuring, impairment and other charges
  and (credits) (2)                            $   (19)                                                    $     68      $     49
Interest expense (3)                           $    22        $      9        $      5       $     2       $      4      $     42
Benefit (provision) for income taxes           $     5        $    (11)       $     (2)      $    (2)      $     44      $     34
(Loss) income before minority interests and
  equity earnings (4)(5)                       $   (53)       $     22        $      6       $     4       $    (94)     $   (115)
Minority interests (6)                                                                                           33            33
Equity in (losses) earnings of associated
   companies, net of impairments (7)                (8)             31              (3)                          40            60
                                               -------        --------        --------       -------       --------      --------
Net (loss) income                              $   (61)       $     53        $      3       $     4       $    (21)     $    (22)
------------------------------------------------------------------------------------------------------------------------------------

For the six months ended June 30, 2004
Net sales                                      $   704        $    507        $    282       $   158       $    164      $  1,815
Research, development and engineering
  expenses (1)                                 $    48        $     35        $     41       $    18       $     27      $    169
Restructuring, impairment and other charges
  and (credits) (2)                            $    (5)                                                    $      5
Interest expense (3)                           $    32        $     22        $     10       $     3       $      6      $     73
Benefit (provision) for income taxes           $    34        $    (58)       $     (5)      $    (5)      $     22      $    (12)
(Loss) income before minority interests
  and equity (losses) earnings (4)(5)          $   (68)       $    117        $     10       $    10       $   (109)     $    (40)
Minority interests (6)                               1                                                          (12)          (11)
Equity in earnings of associated
  companies, net of impairments                      3             136                                           75           214
                                               -------        --------        --------       -------       --------      --------
Net (loss) income                              $   (64)       $    253        $     10       $    10       $    (46)     $    163
------------------------------------------------------------------------------------------------------------------------------------

For the six months ended June 30, 2003
Net sales                                      $   699        $    252        $    232       $   145       $    170      $  1,498
Research, development and engineering
  expenses (1)                                 $    70        $     24        $     41       $    14       $     29      $    178
Restructuring, impairment and other charges
  and (credits) (2)                            $   (28)                                                    $    128      $    100
Interest expense (3)                           $    43        $     18        $     10       $     4       $      7      $     82
Benefit (provision) for income taxes           $    30        $    (17)       $     (4)      $    (6)      $    175      $    178
(Loss) income before minority interests
  and equity (losses) earnings (4)(5)          $  (113)       $     35        $      9       $    12       $   (359)     $   (416)
Minority interests (6)                                                                                           70            70
Equity in (losses) earnings of associated
  companies, net of impairments (7)                (11)             55              (1)                          76           119
                                               -------        --------        --------       -------       --------      --------
Net (loss) income                              $  (124)       $     90        $      8       $    12       $   (213)     $   (227)
------------------------------------------------------------------------------------------------------------------------------------







(1)  Non-direct  research,  development and  engineering  expenses are allocated
     based upon  direct  project  spending  for each  segment.
(2)  Related tax (expense) benefit follows:
        For the three months ended June 30, 2004: $0, $0, $0, $0, $(7) and $(7).
        For the three months ended June 30, 2003: $2, $0, $0, $0, $16 and $18.
        For the six months ended June 30, 2004: $(1), $0, $0, $0, $8 and $7.
        For the six months ended June 30, 2003: $(2), $0, $0, $0, $28 and $26.
(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)  (Loss)  income  before  minority  interests  and equity  (losses)  earnings
     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)  Minority  interests  include the following  restructuring,  impairment  and
     other charges and (credits):
         For the three and six months ended June 30, 2004,  gains from the sale
         of assets of Corning Asahi Video Products Company in excess of assumed
         salvage value of $13 and $14, respectively.
         For the three and six months ended June 30, 2003,  charges  related to
         impairment  of  long-lived  assets of  Corning  Asahi  Video  Products
         Company of $28 and $59, respectively.
(7)  Equity in (losses)  earnings of associated  companies,  net of  impairments
     includes  $7  related  to   impairments   of  equity   investments  in  the
     Telecommunications  segment  for the three and six  months  ended  June 30,
     2003.

A  reconciliation  of reportable  segment net income (loss) to consolidated  net
income (loss) follows:



                                                                   Three months                        Six months
                                                                  ended June 30,                     ended June 30,
                                                            ------------------------           -------------------------
                                                              2004            2003               2004            2003
                                                            ---------      ---------           ---------      ----------
                                                                                                  
Net income (loss) of reportable segments                    $     123      $      (1)          $     209      $     (14)
Non-reportable operating segments net income (loss) (1)            19            (26)                  1            (47)
Unallocated amounts:
    Non-segment loss and other (2)                                 (4)           (14)                 (7)           (29)
    Non-segment restructuring, impairment and
       other (charges) and credits                                  4            (10)                  4            (10)
    Asbestos settlement                                           (47)           (39)                (66)          (337)
    Interest income                                                 4              9                  10             17
    (Loss) gain on repurchases of debt                             (9)            13                 (32)            17
    Benefit for income taxes (3)                                    1             21                   3            133
    Equity in earnings of associated companies, net
       of impairments (4)                                          17             25                  41             43
                                                            ---------      ---------           ---------      ---------
Net income (loss)                                           $     108      $     (22)          $     163      $    (227)
                                                            =========      =========           =========      =========


(1)  Non-reportable operating segments net income (loss) includes the results of
     non-reportable operating segments.
(2)  Non-segment  loss and other includes the results of non-segment  operations
     and other corporate activities.
(3)  Benefit  for  income  taxes  includes  taxes  associated  with  non-segment
     restructuring, impairment and other charges.
(4)  Equity in earnings of associated  companies,  net of  impairments  includes
     amounts   derived  from  corporate   investments,   primarily  Dow  Corning
     Corporation.


16.  Subsequent Events

On July 1, 2004,  Corning received notice from  substantially all of the holders
of its $100 million 7.625%  debentures that they had exercised their put options
which were to expire July 2, 2004.  Settlement on these debentures will occur in
the third quarter of 2004.  These  debentures are classified as loans payable as
of June 30, 2004 and December 31, 2003.

On July 8, 2004,  Corning  announced the sale of its frequency control business,
which is part of the Telecommunications  segment. The frequency control business
had 2003 annual sales of $76 million.  We expect to close the transaction in the
third quarter of 2004 and recognize a pretax loss approximating $25 million.






On July 21, 2004,  Corning and Chi Mei  Optoelectronics  Corp. (Chi Mei) entered
into a long-term  purchase  and supply  agreement  of large size LCD glass.  The
agreement is a five-year contract by which the Display Technologies segment will
supply Generation 5.5 glass to Chi Mei's new LCD fabrication facility in Tainan,
Taiwan.  The  contract  calls  for  significant  quantities  of LCD  glass to be
supplied to Chi Mei  starting in 2005.  As part of the  agreement,  Chi Mei will
make advance cash deposits of $510 million to Corning in several installments in
2004 and 2005 for a portion of the contracted glass to be purchased.

The key terms of this contract follow:

..    The customer  will make cash  deposits  totaling $510 million to be paid in
     installments. The first installment of $102 million deposit was received in
     July 2004. Corning will receive a second $102 million deposit in the fourth
     quarter of 2004.  The customer will make four  remaining  deposits of $76.5
     million on a quarterly basis through the fourth quarter of 2005.

..    Upon receipt of the cash deposits made by the customer, Corning will record
     a customer deposit liability,  which will be applied in the form of credits
     against future glass purchases over the life of the contract.

..    Corning  will  supply  up  to  maximum  agreed  upon  quantities  of  glass
     substrates to the customer over a five-year  period  beginning in the first
     quarter of 2005 through the fourth quarter of 2009.

..    As glass is shipped to the customer,  Corning will recognize revenue at the
     selling  price and issue a credit memo for an agreed amount of the customer
     deposit liability.  These credit memos will be applied against  receivables
     resulting from the sale of glass to Chi Mei and will thus reduce  operating
     cash flows over the five year period of the contract.

..    In the event the customer  does not make all customer  deposit  installment
     payments or elects not to  purchase  the agreed  upon  quantities  of glass
     substrates,  subject to  specific  conditions  outlined  in the  agreement,
     Corning may retain certain amounts of the customer  deposit.  Likewise,  if
     Corning does not deliver glass  substrates to Chi Mei,  subject to specific
     conditions  outlined  in the  agreement,  Corning may be required to return
     certain amounts of the customer deposit.







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

Financial Health
During the second quarter of 2004, we continued to make strides in improving our
balance sheet and delivering positive cash flows from operating activities.  The
following are the highlights for the quarter:

..    As part of our ongoing debt  reduction  program,  we retired $98 million of
     our 3.5% convertible debentures.
..    We reduced our days sales outstanding to 53 days,  primarily as a result of
     more timely  settlement  of our accounts  receivable  balances  relating to
     customers in the Display Technologies segment.
..    We  improved  our  total  debt to  capital  ratio to 31% at June  30,  2004
     compared to 34% at December 31, 2003.
..    We generated  sufficient cash flows from operating activities for the three
     and six months  ended June 30, 2004 to cover the capital  expenditures  for
     those respective periods.
..    We ended the  quarter  with $1.6  billion in cash,  cash  equivalents,  and
     short-term  investments  at June 30, 2004.  This  represents an increase of
     approximately  $300  million  compared to our balance at December 31, 2003,
     primarily due to the issuance of $400 million senior unsecured notes in the
     first quarter of 2004.

Profitability
For the three  months  ended  June 30,  2004,  we  generated  net income of $108
million,  or $0.07 per share. This represents an improvement of $130 million, or
$0.09 per  share,  compared  to the prior year  quarter.  This  improvement  was
primarily  driven by the  growth of our  Display  Technologies  segment  and the
impact of our restructuring  actions, most noticeably in the  Telecommunications
segment. For the six months ended June 30, 2004, our net income improved by $390
million, or $0.30 per share,  compared to the prior year period. The drivers for
this  improvement  include the same items  identified for the three months ended
comparison,  as well as the  lower  charges  incurred  in  2004  related  to the
asbestos settlement.

Investing in our Future
We  continue  to invest in a wide array of  technologies,  with our focus  being
glass  substrates  for active  matrix liquid  crystal  displays  (LCDs),  diesel
filters and substrates in response to tightening  emissions  control  standards,
and  optical  fiber  and cable  and  hardware  and  equipment  that will  enable
fiber-to-the-premises.  Our research,  development and engineering expenses were
9% of sales for the three and six months ended June 30, 2004. This was down from
the respective  periods ended June 30, 2003, but we believe our current spending
levels are adequate to enable us to execute our growth strategies.

Our  capital  expenditures  are  primarily  focused on  expanding  manufacturing
capacity  for liquid  crystal  display  (LCD)  glass  substrates  in the Display
Technologies  segment  and diesel  products  in the  Environmental  Technologies
segment.  Total capital expenditures for the three and six months ended June 30,
2004 were $168 million and $302 million,  respectively.  Of these amounts,  $127
million  and $225  million,  respectively,  were  directed  toward  the  Display
Technologies  segment. In order to keep pace with the LCD market expansion,  and
due to faster than  anticipated  cash payments  related to certain  construction
projects in Taiwan, we have increased our 2004 forecasted  consolidated  capital
spending to $950  million to $1 billion.  Of this  amount,  $750 million to $800
million will be directed  toward  expanding  our  manufacturing  capacity in the
Display Technologies segment.







RESULTS OF CONTINUING OPERATIONS

Selected highlights for the second quarter follow (dollars in millions):


------------------------------------------------------------------------------------------------------------------------------------
                                                                        Three months                           Six months
                                                                       ended June 30,                        ended June 30,
                                                                  ------------------------              -------------------------
                                                                     2004           2003                  2004           2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
Net sales                                                         $     971       $    752              $  1,815       $   1,498

Gross margin                                                      $     346       $    181              $    646       $     381
  (gross margin %)                                                      36%            24%                   36%             25%

Selling, general and administrative expenses                      $     166       $    148              $    326       $     300
  (as a % of net sales)                                                 17%            20%                   18%             20%

Research, development and engineering expenses                    $      85       $     85              $    169       $     178
  (as a % of net sales)                                                  9%            11%                    9%             12%

Restructuring, impairment and other charges and (credits)         $    (34)       $     49                             $     100
  (as a % of net sales)                                                (4)%             7%                                    7%

Asbestos settlement                                               $      47       $     39              $     66       $     337
  (as a % of net sales)                                                  5%             5%                    4%             22%

Income (loss) before income taxes                                 $      36       $  (149)              $   (28)       $   (594)
  (as a % of net sales)                                                  4%          (20)%                  (2)%           (40)%

(Provision) benefit for income taxes                              $    (24)       $     34              $   (12)       $     178
  (as a % of net sales)                                                (2)%             5%                  (1)%             12%

Equity in earnings of associated companies, net
  of impairments                                                  $     107       $     60              $    214       $     119
  (as a % of net sales)                                                 11%             8%                   12%              8%

Net income (loss)                                                 $     108       $   (22)              $    163       $   (227)
  (as a % of net sales)                                                 11%           (3)%                    9%           (15)%
------------------------------------------------------------------------------------------------------------------------------------


Net Sales
Net sales  increased  29%, or $219 million,  for the three months ended June 30,
2004,  compared to the prior year  quarter.  The primary  drivers of this growth
were the continued high demand for glass substrates in our Display  Technologies
segment and demand for products in our Telecommunications segment due to general
increases in network spending, particularly in North America and Europe. For the
six months ended June 30, 2004, our net sales  increased  $317 million,  or 21%,
compared  to the prior  year  period.  The  growth in the  Display  Technologies
segment  was  the  primary  driver.  Strong  performance  in  the  Environmental
Technologies  segment,  for both automotive and diesel products,  as well as our
other operating segments more than offset the sales decreases resulting from our
exiting  of  the  conventional  video  and  photonic  technologies   businesses.
Movements in foreign  exchange  rates,  primarily the Japanese Yen and Euro, did
not have a  significant  impact on sales for the three and six months ended June
30, 2004, compared to their respective 2003 periods.

Gross Margin
As a percentage of net sales, gross margin improved 12 percentage points for the
three months ended June 30, 2004,  compared to the prior year  quarter.  For the
six  months  ended June 30,  2004,  the  improvement  was 11  percentage  points
compared  to the prior year  period.  The  improvement  in both  periods  can be
attributed to: (a) lower  depreciation and fixed costs due to the  restructuring
actions  taken in 2003,  most  notably the exit of the  conventional  television
businesses,  and (b) revenue growth in the Display  Technologies segment of 105%
and 101% for the respective three and six month periods.






Selling, General and Administrative Expenses
As a percentage of sales, selling, general and administrative expenses decreased
3 points  and 2  points  for the  three  and six  months  ended  June 30,  2004,
respectively,  compared to the corresponding  periods in 2003. For the three and
six months ended June 30, 2004,  selling,  general and  administrative  expenses
increased   $18  million  and  $26  million,   respectively,   compared  to  the
corresponding periods in 2003. These increases were related to general increases
in  compensation  costs and additional  headcount.  The additional  headcount is
primarily to support the growth in the Display Technologies segment.

Research, Development and Engineering
As a  percentage  of  sales,  research,  development  and  engineering  expenses
decreased  by 2 points and 3 points for the three and six months  ended June 30,
2004,  respectively,  compared to the corresponding periods in 2003. The decline
of $9  million  in the six  month  period  is  reflective  of the exit  from the
photonic  technologies  business in 2003 offset by increased spending in Display
Technologies and Life Sciences to fund new product development.

Restructuring, Impairment and Other Charges and (Credits)
Restructuring,  impairment  and other  charges and (credits) was a credit of $34
million for the three months ended June 30, 2004 compared to a net charge of $49
million  for the prior year  quarter.  For the six months  ended June 30,  2004,
charges and credits from  restructuring and impairment  actions have offset each
other, compared to a net charge of $100 million for the prior year period. Refer
to Note 4 to the Consolidated Financial Statements for additional information.

Asbestos Settlement
For the three and six months  ended June 30,  2004,  we recorded  charges of $47
million and $66 million,  respectively,  related to the quarterly mark-to-market
of our common stock associated with the asbestos settlement  agreement.  For the
three and six months ended June 30, 2003, we recorded charges of $39 million and
$337 million,  respectively,  as part of our asbestos settlement,  the latter of
which included $298 million  associated  with the initial  settlement.  Refer to
Note 5 to the Consolidated Financial Statements for additional information.

Income (Loss) Before Income Taxes
For the three months ended June 30, 2004,  we  recognized  $36 million of income
before  income  taxes  compared  to a loss of $149  million  for the prior  year
quarter.  For the six months  ended June 30,  2004,  we  incurred a loss  before
income  taxes of $28 million  compared  to a loss of $594  million for the prior
year period. For both the three and six month  comparisons,  the key drivers are
outlined  under Gross Margin,  Restructuring,  Impairment  and Other Charges and
(Credits), and Asbestos Settlement.

In addition to the above,  the following had a material effect on the results of
our income (loss) before income taxes:


-----------------------------------------------------------------------------------------------------------------------------------
                                                                        Three months                           Six months
                                                                       ended June 30,                        ended June 30,
                                                                     -------------------                 ----------------------
                                                                     2004           2003                  2004            2003
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                              
(Loss) gain on repurchases and retirement of debt, net               $ (9)          $ 13                 $ (32)           $ 17
-----------------------------------------------------------------------------------------------------------------------------------


Refer to Note 11 to the  Consolidated  Financial  Statements  and Corning's 2003
Annual  Report  on Form  10-K for  additional  information  regarding  the gains
(losses)  recognized on the repurchase and retirement of debt for the respective
periods.

Income Taxes
Our (provision)  benefit for income taxes and the related effective (income tax)
benefit rates were as follows (in millions):


--------------------------------------------------------------------------------------------------------------------------
                                                           Three months                          Six months
                                                          ended June 30,                       ended June 30,
                                                     ----------------------                -----------------------
                                                        2004           2003                  2004           2003
--------------------------------------------------------------------------------------------------------------------------
                                                                                              
(Provision) benefit for income taxes                 $   (24)        $   34                $  (12)        $   178
Effective (income tax) benefit rate                   (66.7)%         22.8%                (42.9)%          30.0%
--------------------------------------------------------------------------------------------------------------------------








The effective  (income tax) benefit rate for the three and six months ended June
30, 2003 and 2004 differed from the U.S.  statutory  income tax rate of 35%, due
to the impact of  restructuring,  impairment  and other  charges and  (credits),
asbestos settlement and debt transactions.

At June 30, 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  Statement of Financial  Accounting
Standards  (SFAS) No. 109,  "Accounting  for Income Taxes," (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 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.  Refer to the Risk Factors and
Critical  Accounting  Estimates in our Annual Report on Form 10-K for additional
information.

Equity Earnings
For the three months ended June 30, 2004, equity earnings increased $47 million,
or  78%,  compared  to the  prior  year  quarter,  primarily  due to the  strong
performance of Samsung Corning  Precision Glass Company,  Ltd.  (Samsung Corning
Precision).  For the six months ended June 30, 2004,  equity earnings  increased
$95 million, or 80%, compared to the prior year period, primarily due to Samsung
Corning Precision. A summary of equity earnings follows (in millions):
--------------------------------------------------------------------------------
                                   Three months                 Six months
                                  ended June 30,              ended June 30,
                                -------------------       ----------------------
                                 2004         2003         2004           2003
--------------------------------------------------------------------------------
Samsung Corning Precision       $   71       $   31       $   136       $    55
Dow Corning                         17           24            41            42
All other                           19            5            37            22
                                ------       ------       -------       -------
Total equity earnings           $  107       $   60       $   214       $   119
--------------------------------------------------------------------------------

During the  second  quarter  of 2004,  Dow  Corning  Corporation  (Dow  Corning)
recorded a restructuring  charge and a charge to adjust interest liabilities due
to court rulings on its emergence from  bankruptcy.  Our equity  earnings in the
second quarter of 2004 included $21 million related to these charges.

Refer  to  Note  8 to  the  Consolidated  Financial  Statements  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 were as
follows (in millions, except per share amounts):


------------------------------------------------------------------------------------------------------------------------------------
                                                                          Three months                         Six months
                                                                         ended June 30,                      ended June 30,
                                                                  -------------------------             ----------------------------
                                                                     2004           2003                  2004           2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
Net income (loss)                                                 $      108      $    (22)             $      163     $     (227)
Basic earnings (loss) per common share                            $     0.08      $  (0.02)             $     0.12     $    (0.19)
Diluted earnings (loss) per common share                          $     0.07      $  (0.02)             $     0.11     $    (0.19)
Shares used in computing per share amounts:
     Basic earning (loss) per common share                             1,383         1,244                   1,371          1,222
     Diluted earnings (loss) per common share                          1,495         1,244                   1,446          1,222
------------------------------------------------------------------------------------------------------------------------------------







OPERATING SEGMENTS

Effective  with the first quarter of 2004, we revised our  reportable  operating
segments from Telecommunications and Technologies to Telecommunications, Display
Technologies,   Environmental   Technologies  and  Life  Sciences.   Prior  year
information  has been  restated  to  conform  to this  revision.  The  following
provides  a  brief  description  of the  products  and  markets  served  by each
reportable segment:

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

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

We prepare 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 the  respective  segment's  net income.  We have  allocated  certain
common  expenses  among  segments  differently  than we  would  for  stand-alone
financial   information  prepared  in  accordance  with  accounting   principles
generally accepted in the United States. These expenses include interest,  taxes
and corporate functions.  Segment net income may not be consistent with measures
used by other companies.  The accounting  policies of our operating segments are
the same as those applied in the consolidated financial statements.

Telecommunications
The following table provides net sales and other data for the Telecommunications
segment (in millions):
--------------------------------------------------------------------------------
                                         Three months           Six months
                                        ended June 30,        ended June 30,
                                        --------------        ---------------
                                         2004     2003        2004      2003
--------------------------------------------------------------------------------

Net sales:
   Optical fiber and cable              $ 192    $ 178       $ 341     $ 371
   Hardware and equipment                 200      154         363       295
   Photonic technologies                            15                    33
                                        -----    -----       -----     -----
     Total net sales                    $ 392    $ 347       $ 704     $ 699
                                        =====    =====       =====     =====

Net loss                                $ (21)   $ (61)      $ (64)    $(124)
                                        =====    =====       =====     =====

Segment net loss as a percentage
  of segment sales                       (5)%    (18)%        (9)%     (18)%
--------------------------------------------------------------------------------

For the three  months ended June 30, 2004,  sales  increased by $45 million,  or
13%,  compared to the prior year quarter.  This  performance was led by sales in
North  America  and Europe,  primarily  driven by general  increases  in network
spending  including  demand from the  fiber-to-the-premises  build-out.  For the
comparable periods,  fiber volumes were up 24% while pricing pressures continued
resulting in declines of 9%. Movements in foreign exchange rates,  primarily the
Japanese Yen and Euro, did not have a significant  impact on sales for the three
months ended June 30, 2004, compared to the prior year quarter.






For the six months ended June 30, 2004,  sales increased $5 million  compared to
the prior year  period.  The strong  results in the second  quarter of 2004 were
substantially offset by the impact of the 2003 exit of the photonic technologies
business and a decline of fiber sales in Japan and China in the first quarter of
2004, compared to the prior year quarter.  For the comparable six month periods,
fiber volumes  declined 2% and prices declined 10%.  Movements in exchange rates
for the comparable six month periods did not significantly impact sales.

The  Telecommunications  segment  experienced  losses  for  each of the  periods
presented.  Performance improved for the respective comparable periods primarily
due to the impact of the prior years'  restructuring and impairment  actions and
the exit of the photonic technologies business.

During the second  quarter of 2004, the Chinese  Ministry of Commerce  issued an
anti-dumping preliminary determination asserting that Corning had dumped optical
fiber in China during 2002 and 2003. The company is continuing to cooperate with
the  Chinese  Ministry  of  Commerce  to reach a final  determination.  Refer to
Critical  Accounting  Policies and  Estimates  of this Form 10-Q for  additional
information regarding the preliminary determination.

Outlook:
--------
We expect sales in the third quarter of 2004 to be down from the second  quarter
of 2004, with fiber volumes  declining  between 10% and 15% and moderate pricing
declines.  We expect to see  continued  strength  in North  America  and Europe,
primarily  due to  seasonal  buying  patterns,  but these  will be offset by the
impact of the recent China anti-dumping preliminary ruling.

Display Technologies
The  following  table  provides  net  sales  and  other  data  for  the  Display
Technologies segment (in millions):
--------------------------------------------------------------------------------
                                             Three months         Six months
                                            ended June 30,      ended June 30,
                                            --------------      --------------
                                             2004     2003      2004      2003
--------------------------------------------------------------------------------

Sales                                       $ 277    $ 135     $ 507     $ 252
Income before equity earnings               $  64    $  22     $ 117     $  35
Equity earnings of associated companies     $  71    $  31     $ 136     $  55
Net income                                  $ 135    $  53     $ 253     $  90

Segment income before equity earnings as
  a percentage of segment sales               23%      16%       23%       14%
Segment net income as a percentage of
  segment sales                               49%      39%       50%       36%
--------------------------------------------------------------------------------

For the three months ended June 30, 2004, sales increased $142 million, or 105%,
compared to the prior year  quarter.  This  performance  was  reflective  of the
overall  LCD-market  growth.  For the second  quarter of 2004,  glass  substrate
volumes  (measured in square feet of glass sold) increased  approximately 80% as
LCD panel makers brought on additional  capacity during the quarter.  Sales were
also  benefited by modest  average  price  increases,  primarily the result of a
change in product mix as the market  continues  to trend toward large size glass
substrates  (generation  5 and above)  which  carry a higher  selling  price per
square foot.  The sales of the Display  Technologies  segment are largely  Asian
based and, as such, are susceptible to movements in the US dollar - Japanese Yen
exchange rates. For the second quarter of 2004, sales benefited by approximately
7% from a weakening of the US dollar compared to the same period in 2003.

For the six months ended June 30, 2004,  sales increased $255 million,  or 101%,
compared  to  the  prior  year  period.  The  factors  affecting  the  six-month
performance  are largely the same as those  identified for the second quarter of
2004. For the comparable six month period,  glass  substrate  volumes  increased
approximately  75%, average pricing increases were modest,  and movements in the
US dollar - Japanese Yen exchange  rates  benefited  sales by  approximately  9%
compared to the same period in 2003.






For the three and six months ended June 30, 2004,  income before equity earnings
increased  by more than 2.5 times  compared  to the prior  quarter and more than
tripled  compared to the prior year period.  For both  periods,  the key drivers
were the impact of incremental  volumes and  efficiencies  realized  through the
shift in production  toward large size glass  substrates.  Movements in the U.S.
dollar - Japanese Yen exchange rates did not have a significant impact on income
before  equity  earnings  for the  three and six  months  ended  June 30,  2004,
compared to their respective 2003 periods.  The increases in our equity earnings
from Samsung Corning  Precision for the periods presented were largely driven by
the same factors identified for our wholly-owned business.

The Display  Technologies  segment  manufactures and sells glass substrates to a
concentrated  customer base comprised of LCD panel makers  primarily  located in
Japan and  Taiwan.  LCD panels are used in computer  products,  such as notebook
computers and desktop monitors,  consumer electronics products,  such as digital
cameras and camcorders and car navigation systems, and LCD televisions.  For the
three and six months ended June 30, 2004,  six LCD  customers  accounted for 80%
and 76%, respectively, of the Display Technologies segment sales.

Corning and these  customers  have  typically  entered  into  multi-year  supply
agreements  for the  purchase  and sale of glass  substrates.  These  agreements
provide for Corning to supply a percentage of the  customers'  requirements  and
include  mechanisms for forecasting  and ordering.  During the second quarter of
2004,  Corning improved the payment terms under these agreements to improve cash
flow and reduce its working capital requirements.

The LCD market continues to grow rapidly.  This growth is being driven, in part,
by higher demand for LCD televisions, for which our LCD customers require larger
size glass  substrates.  Over the past few months,  Corning has held discussions
with several of its customers to discuss how to meet this demand. As part of its
discussions,  Corning has sought  improved  payment  terms,  including  deposits
against orders, to provide a greater degree of assurance that we are effectively
building capacity to meet the needs of a rapidly growing industry.  There can be
no assurance  that  Corning  will be able to pace its capacity  expansion to the
actual  demand and,  while the industry has grown  rapidly,  it is possible that
glass manufacturing capacity may exceed demand during certain periods.

On July 21, 2004,  Corning and Chi Mei  Optoelectronics  Corp. (Chi Mei) entered
into a long-term  purchase  and supply  agreement  of large size LCD glass.  The
agreement is a five-year contract under which Corning will supply Generation 5.5
glass to Chi Mei's new LCD fabrication facility in Tainan,  Taiwan. The contract
calls for significant quantities of LCD glass to be supplied to Chi Mei starting
in 2005.  As part of the  agreement,  Chi Mei will make advance cash deposits of
$510 million to Corning in several  installments  in 2004 and 2005 for a portion
of the contracted  glass to be purchased.  Refer to Note 16 to the  Consolidated
Financial Statements for a summary of this contract's key terms.

In  the  ordinary  course  of  business,  Corning  will  continue  to  negotiate
multi-year supply agreements with its large customers where feasible.

Outlook:
--------
We expect to see a  continuation  of the overall  industry  growth and the trend
toward large size substrates into the third quarter. We continue to see positive
trends  in the  penetration  rates  of  LCD's  into  the  end-markets  (notebook
computers,  monitors and  televisions),  and increasing needs for the large size
substrates.  Volume  growth  from  the  second  to  third  quarter  of  2004  is
anticipated to be  approximately  10% and average pricing is projected to remain
stable.  In addition,  we expect to remain sold out  throughout  the quarter and
plan to bring on  additional  capacity  throughout  the  year.  There  can be no
assurance  that the  end-market  rates of growth will continue at the high rates
experienced in recent  quarters.  Consumer  preferences  for panels of differing
sizes, or price or other factors,  may lead to pauses in market growth from time
to time.






Environmental Technologies
The  following  table  provides  net sales and other data for the  Environmental
Technologies segment (in millions):
--------------------------------------------------------------------------------
                                          Three months            Six months
                                         ended June 30,          ended June 30,
                                        ----------------       -----------------
                                         2004       2003        2004      2003
--------------------------------------------------------------------------------

Sales                                   $ 141      $ 117       $ 282     $ 232
Net income                              $   4      $   3       $  10     $   8

Segment net income as a percentage
  of segment sales                         3%         3%          4%        3%
--------------------------------------------------------------------------------

For the three months ended June 30, 2004,  sales increased $24 million,  or 21%,
compared to the prior year  quarter.  We  continue to see strong  demand for our
automotive and diesel products in response to ever-tightening emission standards
around the world.  Our  automotive  products  benefited from both an increase in
volume and a higher mix of our thin-wall and ultra thin-wall  substrates,  which
allow our customers to meet their emission  control  requirements in a more cost
effective   manner.   Our  diesel  products  continue  to  gain  greater  market
penetration,  and volumes were almost  double the prior year  quarter.  Although
showing strong growth, diesel products represented a modest portion of the total
Environmental  Technologies  sales for the three  months  ended June 30, 2004. A
portion of the sales of the Environmental  Technologies  segment are susceptible
to  movements in the US dollar - Euro  exchange  rates.  For the quarter,  sales
received a minor benefit from a weakening of the US dollar.

For the six months ended June 30, 2004,  sales  increased  $50 million,  or 22%,
compared to the prior year period.  The factors  affecting the six-month  period
performance are largely the same as those identified for the quarter.

For the three and six months ended June 30, 2004, the segment experienced modest
net income  increases  compared to the respective  prior year periods.  The full
benefits of the  increases in product  volumes and higher mix of  thin-wall  and
ultra thin wall  automotive  substrates  are largely being offset by development
and engineering costs for our diesel products.

Outlook:
--------
For the third quarter of 2004, we expect to see sales comparable to those of the
second quarter.  Diesel regulatory trends remain on track for the United States,
Europe and Japan,  and we  anticipate  another  strong  quarter for this product
line.

Life Sciences
The  following  table  provides  net sales and other data for the Life  Sciences
segment (in millions):
--------------------------------------------------------------------------------
                                          Three months            Six months
                                         ended June 30,          ended June 30,
                                        ----------------       -----------------
                                         2004       2003        2004      2003
--------------------------------------------------------------------------------

Sales                                   $ 79       $ 72         $ 158     $ 145
Net income                              $  5       $  4         $  10     $  12

Segment net income as a percentage
  of segment sales                        6%         6%            6%        8%
--------------------------------------------------------------------------------

For the three months ended June 30, 2004,  sales  increased $7 million,  or 10%,
compared to the prior year quarter.  Volume increases across the majority of our
product lines,  coupled with a favorable US dollar - Euro exchange  rate,  drove
the sales increase compared to the second quarter of 2003.

For the six months  ended June 30, 2004,  sales  increased  $13 million,  or 9%,
compared to the prior year period.  The factors  affecting the six-month  period
performance are largely the same as those identified for the quarter.






For the three and six months ended June 30, 2004 net income was consistent  with
that  of the  comparable  period.  For  the  three  and six  month  periods  the
incremental  gross  margin  improvements  resulting  from the  increase in sales
volumes have been largely offset by new product  development costs. In addition,
for the six month period,  the comparison of net income was negatively  impacted
due to a gain  recognized in the first quarter of 2003 on the  disposition  of a
minor product line.

Outlook:
--------
For the third quarter of 2004, we expect sales comparable to those of the second
quarter.  We expect a  continuation  of the  positive  trends in  pharmaceutical
spending,  of capital  infusion into the  biotechnology  market,  and government
spending.

Unallocated and Other
The  following  table  provides net sales and other data for the  non-reportable
operating segments and unallocated items (in millions):


------------------------------------------------------------------------------------------------------------------------------------
                                                                          Three months                        Six months
                                                                         ended June 30,                     ended June 30,
                                                                  ------------------------              -------------------------
                                                                     2004           2003                  2004           2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
Net sales:
   Conventional Video Components                                                  $     24              $      2       $     49
   Other businesses                                               $      82             57                   162            121
                                                                  ---------       --------              --------       --------
     Total net sales                                              $      82       $     81              $    164       $    170
                                                                  =========       ========              ========       ========

Loss before minority interests and equity earnings                $     (40)      $    (94)             $   (109)      $   (359)
Equity earnings of associated companies                           $      36       $     40              $     75       $     76
Net loss                                                          $     (15)      $    (21)             $    (46)      $   (213)

Loss before minority interests and equity earnings
  as a percentage of net sales                                        (49)%         (116)%                 (66)%         (211)%
Net loss as a percentage of net sales                                 (18)%          (26)%                 (28)%         (125)%
------------------------------------------------------------------------------------------------------------------------------------


Unallocated and Other includes all other operating segments that do not meet the
quantitative  threshold  for  separate  reporting  (e.g.,  specialty  materials,
ophthalmic  products,  and conventional  video  components),  certain  corporate
investments  (e.g.,  Dow Corning,  Samsung Corning  Company.  Ltd. and Steuben),
discontinued  operations and unallocated expenses.  Unallocated expenses include
research and other expenses related to new business development; gains or losses
on  repurchases  and  retirement  of  debt;  charges  related  to  the  asbestos
litigation;  and restructuring  and impairment  charges related to the corporate
research and  development  or staff  organizations.  Unallocated  and Other also
represents the reconciliation between the totals for the reportable segments and
our consolidated total.

Sales  were down  slightly  for the three and six  months  ended  June 30,  2004
compared  to  their  respective  prior  year  periods.   The  2004  decrease  of
conventional  video components sales is due to our second quarter 2003 decision,
along  with  our  partner,  to cease  production  and  shut  down our 51%  owned
affiliate,  Corning Asahi Video Products Company (CAV), which was a manufacturer
of glass  panels and  funnels  for use in  conventional  tube  televisions.  The
improved sales  performance in our other segments is largely due to higher sales
generated by our specialty materials business.

Refer to the discussion regarding Restructuring,  Impairment,  and Other Charges
and (Credits) and Asbestos  Settlement  for a description  of the key drivers of
net loss for periods presented.

LIQUIDITY AND CAPITAL RESOURCES

Financing Structure
During the second  quarter of 2004, we issued 10 million  shares of common stock
and paid $9  million  in cash in  exchange  for  97,500 of our 3.5%  convertible
debentures  with a book value of $98  million.  We recorded a loss of $9 million
($9 million after-tax) relating to the retirement of debt.






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  150,000 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).

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 $396  million  from the
issuance of these notes.  As of June 30, 2004, our remaining  capacity under the
shelf registration was approximately $2.5 billion.

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 June 30, 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 June 30, 2004, this ratio
was 31%.

Capital Spending
Capital  spending  totaled $302  million and $110 million  during the six months
ended June 30, 2004 and 2003,  respectively.  In order to keep pace with the LCD
market  expansion,  and due to faster than  anticipated cash payments related to
certain  construction  projects in Taiwan, we have increased our 2004 forecasted
consolidated capital spending to $950 million to $1 billion.

On July 21,  2004,  Corning  announced  its board of  directors  had  approved a
capital  expenditure  plan of  $750  million  to  further  expand  manufacturing
capacity for LCD glass  substrates.  The majority of these  expenditures will be
used for the  development  of our new facility in Taiwan.  Corning's  board also
approved preliminary funding for additional LCD manufacturing capacity expansion
projects in Taiwan and Japan. Approximately $200 million of capital expenditures
will occur in 2004, and have been included in the above updated  forecast,  with
the remaining  approximately $550 million of capital  expenditures  occurring in
2005 and 2006.

Restructuring
During the six months  ended June 30,  2004,  we made  payments  of $41  million
related to employee  severance  and  termination  costs and $15 million in other
exit costs resulting from restructuring  actions.  We expect additional payments
to range from $30 million to $45 million in 2004 for actions taken in 2001, 2002
and 2003.

Key Balance Sheet Data
At June 30, 2004, cash, cash equivalents and short-term investments totaled $1.6
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 million of
senior  unsecured  notes and cash  provided by operating  activities,  offset by
repurchases of long-term debt and capital  spending  during the six months ended
June 30, 2004.

Balance sheet and working  capital  measures are provided in the following table
(dollars in millions):


-------------------------------------------------------------------------------------------------------------------
                                                                       June 30, 2004         December 31, 2003
-------------------------------------------------------------------------------------------------------------------
                                                                                           
Working capital                                                          $  1,311                $  1,141
Working capital, excluding cash and short-term investments               $  (276)                $  (125)
Current ratio                                                               1.7:1                   1.7:1
Trade accounts receivable, net of allowances                             $    566                $    525
Days sales outstanding                                                         53                      58
Inventories                                                              $    501                $    467
Inventory turns                                                               5.0                     4.8
Days payable outstanding                                                       54                      52
Long-term debt                                                           $  2,448                $  2,668
Total debt to total capital                                                   31%                     34%
-------------------------------------------------------------------------------------------------------------------







Credit Ratings
Our credit  ratings  remain  unchanged  from those  disclosed in the 2003 Annual
Report on Form 10-K as follows:
--------------------------------------------------------------------------------
RATING AGENCY                     Rating                         Outlook
Last Update                   Long-Term Debt                   Last Update
--------------------------------------------------------------------------------

Standard & Poor's                   BB+                          Stable
    July 29, 2002                                           January 16, 2004

Moody's                             Ba2                          Stable
    July 29, 2002                                           November 19, 2003

Fitch                               BB                           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. From time to time we may also
issue debt or equity  securities to raise  additional  cash to fund a portion of
our capital  expenditures  related to our growth businesses.  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.

Contractual Obligations
There have been no material  changes  outside the ordinary course of business in
the  contractual  obligations  disclosed in our 2003 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 second quarter of 2004.

As discussed under Part II- Other  Information,  Item 1. Legal  Proceedings,  on
June 16,  2004,  the  Chinese  Ministry of Commerce  (the  Ministry)  issued its
preliminary  determination  relating to its anti-dumping  investigation  against
manufacturers  of  optical  fiber  based  in the  U.S.,  Korea  and  Japan.  The
preliminary determination asserts that Corning had dumped optical fiber in China
during the relevant period in 2002 and 2003, and that the responding parties had
materially  injured Chinese  producers.  The Ministry  stipulated that Corning's
preliminary  dumping duty was 16%.  Chinese  purchasers of the affected  Corning
optical  fiber  will  have to pay the  amount of this duty in the form of a cash
deposit. Corning is vigorously contesting this preliminary determination through
additional  filings and may be able to appeal within the Ministry or the Chinese
legal  system if the final  determination  is adverse.  Corning's  fiber  export
revenues to China were  approximately  6% of optical  fiber and cable  revenues.
Corning  management  estimates  that the impact of any  potential  loss of fiber
export  volume to China  should be less than $0.01 in earnings  per share in the
second half of 2004. Given the preliminary nature of the ruling by the Ministry,
we do not  believe  this matter  results in an interim  event of  impairment  by
itself, which would require us to test the  Telecommunications  segment goodwill
for  recoverability  in  accordance  with  SFAS No.  142.  However,  should  the
preliminary  determination become final, it will negatively impact our long-term
outlook for the Telecommunications  segment, and may require us to test goodwill
for recoverability.






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 12 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 June 30, 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;
-    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  Telecommunications
     segment and other business segments;
-    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;
-    level of excess or obsolete inventory;
-    ability to enforce patents;
-    adverse litigation;
-    product and components performance issues;
-    stock price fluctuations,
-    the  rate  of  substitution  by  end-users  purchasing  LCDs  for  notebook
     computers, desktop monitors and televisions;
-    a downturn in demand for LCD glass substrates;
-    ability of our customers, most notably in the Display Technologies segment,
     to  maintain  profitable  operations  and  obtain  financing  to fund their
     manufacturing expansions;
-    fluctuations in inventory levels in the supply chain;
-    equity  company  activities,  principally  at Dow Corning  Corporation  and
     Samsung Corning Corporation, 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
six 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
June 30,  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 June 30, 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 12 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 June 30, 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. After review and
approvals by the  Bankruptcy  Court and the U.S.  District  Court of the Eastern
District of Michigan, and an appeal, the District Court on April 2, 2004 entered
an order establishing June 1, 2004 as the effective date of 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 has 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.  As  required by the Joint
Plan,  Dow  Corning  has fully  satisfied  (or  reserved  for) the claims of its
commercial  creditors in accordance with a March 31, 2004 ruling of the District
Court determining the amount of pendency interest allowed on the $810 million in
principal  owing on such  claims.  In the second  quarter of 2004,  Dow  Corning
recorded a $47 million adjustment to its interest  liabilities  relating to this
matter, of which Corning  recognized $14 million reflected in its second quarter
equity earnings.  Certain commercial creditors have appealed from that ruling to
the U.S.  Court of  Appeals of the Sixth  Circuit  seeking  from Dow  Corning an
additional sum of  approximately  $100 million for interest at default rates and
enforcement costs. Corning believes the risk of loss to Dow Corning (net of sums
reserved) is remote.






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.  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 $249
million. Subject to future rulings by the bankruptcy court and potential changes
in estimated bankruptcy-related liabilities, it is possible that Dow Corning may
record bankruptcy-related charges in the future.

Corning  received no dividends  from Dow Corning in 2003 or in the first half of
2004.

Implant  Tort  Lawsuits.  Corning  and Dow  Chemical,  the  shareholders  of Dow
Corning, were named in several thousand 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.  The
federal breast implants cases against Corning were dismissed by summary judgment
entered in the U.S.  District Court of the Northern District of Alabama in 1995.
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. Certain Louisiana cases were
transferred to the U.S.  District Court for the Eastern  District of Michigan to
which  substantially all breast implant cases were transferred in 1997. 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 June 2003,  Corning filed a motion
for  summary  judgment.  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 proved 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.  The Court  heard
arguments on May 29 and June 9, 2003 and on April 9, 2004 entered a Decision and
Order dismissing the complaint. In May 2004, Plaintiffs filed a notice of appeal
to the U.S.  Court of Appeals of the Second  Circuit.  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 11,300
other cases  (approximately  42,300 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  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 $140  million  (net  present  value  as of June  30,  2004)  in six
installments  beginning  one year  after  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 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  second  quarter  of 2004,  Corning  recorded  an
additional  charge  of $47  million  ($45  million  after-tax)  to  reflect  the
mark-to-market of Corning common stock. Beginning with the first quarter of 2003
and through June 30, 2004,  Corning recorded total charges of $479 million ($327
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 received a favorable vote from creditors in March 2004. Hearings to
consider  objections to the Plan were held in the Bankruptcy  Court in May 2004.
That  Court has set a  schedule  for  briefing  leading  to final  arguments  in
November 2004.  Additional appeals by objecting parties are reasonably possible.
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.

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.  Several  hearings  have been held
before the Tokyo  District  Court and the next hearing is scheduled for July 30,
2004.  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.  On
June 16, 2004 the Ministry's  preliminary  determination  was issued which found
that Corning had dumped  optical  fiber in China  during the relevant  period in
2002 and 2003, and that the responding  parties had materially  injured  Chinese
producers.  The Ministry stipulated that Corning's  preliminary dumping duty was
16%.  Chinese  purchasers of the affected Corning optical fiber will have to pay
the amount of this duty in the form of a cash  deposit.  Corning  is  vigorously
contesting this preliminary  determination through additional filings and may be
able to appeal  within the  Ministry  or the Chinese  legal  system if the final
determination  is  adverse.  Corning's  fiber  export  revenues  to  China  were
approximately  6% of  optical  fiber  and  cable  revenues.  Corning  management
estimates  that the impact of any potential loss of fiber export volume to China
should be less than $0.01 in earnings in the second half of 2004.






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.  The  appellate  court
affirmed the grant of the preliminary injunction,  but remanded the case for the
District  Court to clarify the scope of the  injunction and to consider what, if
any, bond should be posted.  The parties have  submitted  papers to the District
Court  addressing the issues  remanded.  The District Court has not ruled on the
remanded  issues or  determined  the  amount of the bond.  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

This table provides  information  about our purchases of our common stock during
the fiscal first and second quarters of 2004:

Issuer Purchases of Equity Securities*



------------------------------------------------------------------------------------------------------------------------------------
                                          Total              Average             Total Number of              Approximate Dollar
                                         Number               Price            Shares Purchased as           Value of Shares that
                                        of Shares           Paid per            Part of Publicly             May Yet Be Purchased
Period                                 Purchased**           Share**             Announced Plan*                Under the Plan*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          
January 1-31, 2004                        32,178             $11.76                    0                              $0
February 1-29, 2004                       18,400             $12.81                    0                              $0
March 1-31, 2004                             815             $12.90                    0                              $0
April 1-30, 2004                           3,523             $12.05                    0                              $0
May 1-31, 2004                             1,299             $11.00                    0                              $0
June 1-30, 2004                                0             $    0                    0                              $0
------------------------------------------------------------------------------------------------------------------------------------
Total                                     56,215             $12.12                    0                              $0
------------------------------------------------------------------------------------------------------------------------------------


*    During the  quarters  ended March 31 and June 30,  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.

**   This column reflects the following transactions during the fiscal first and
     second quarters of 2004: (i) the deemed surrender to us of 32,039 shares of
     common  stock to pay the  exercise  price and to  satisfy  tax  withholding
     obligations in connection with the exercise of employee stock options,  and
     (ii) the  surrender  to us of 24,176  shares of common stock to satisfy tax
     withholding  obligations in connection with the vesting of restricted stock
     issued to employees.






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

a)   Our annual  meeting of  shareholders  was held on April 29,  2004.  At that
     meeting,  shareholders elected Jeremy R. Knowles, Eugene C. Sit, William D.
     Smithburg,  Hansel E. Tookes II and Wendell P. Weeks as directors for terms
     expiring  at our  annual  meeting of  shareholders  in 2007.  In  addition,
     shareholders voted to ratify the appointment of PricewaterhouseCoopers  LLP
     as  independent  auditors  for  fiscal  year  2004  and also  approved  one
     shareholder  proposal.  Those  elected  and the  results  of voting  are as
     follows:


     Item (a)
     Nomination and Election of Directors


     Name                             Votes For            Votes Withheld

     Jeremy R. Knowles              1,181,000,093            41,829,292
     Eugene C. Sit                  1,191,810,795            31,018,591
     William D. Smithburg           1,173,417,361            49,412,024
     Hansel E. Tookes II            1,187,475,972            35,353,414
     Wendell P. Weeks               1,159,330,333            63,499,053

     John  Seely  Brown,  Gordon  Gund,  John M.  Hennessy  and H.  Onno  Ruding
     continued  as  directors  for  terms  expiring  at the  annual  meeting  of
     shareholders  in 2005 and  James B.  Flaws,  James  R.  Houghton,  James J.
     O'Connor,  Deborah D. Rieman and Peter F. Volanakis  continued as directors
     for terms expiring at the annual meeting of shareholders in 2006.




     Item (b)
                                     Votes For             Votes Against             Abstain
                                                                           

     Ratify                         1,184,664,105            30,342,087             7,823,193
     appointment of
     PricewaterhouseCoopers
     LLP as
     independent auditors
     for 2004 fiscal year





     Item (c)
                                     Votes For             Votes Against             Abstain               Broker Non-Votes
                                                                                                  

     Shareholder proposal           583,927,357             295,920,081             15,594,968                327,386,979
     urging Board
     to seek
     shareholder approval
     for future severance
     agreements with senior
     executives







ITEM 5.  OTHER INFORMATION

At the April 29, 2004 annual meeting of  shareholders,  a majority of votes were
cast in favor of an advisory  shareholder proposal urging the Board of Directors
to seek shareholder approval for certain future severance agreements with senior
executive  officers.  At that meeting,  Corning announced it would duly consider
the  recommendation.  In  response,  the  Compensation  Committee  and  Board of
Directors  considered  and adopted a policy on July 21, 2004  implementing  this
proposal.  The new Board policy is to seek  shareholder  approval for any future
severance  agreements entered after July 21, 2004 with senior executive officers
that  provide  benefits  exceeding  2.99 times the sum of such senior  executive
officer's base salary plus bonus.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)       Exhibits

          Exhibit Number      Exhibit Name
          --------------      ------------

               12             Computation of Ratio of Earnings to Fixed Charges.

               24             Power of Attorney

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

(b)       Reports on Form 8-K

          A report on Form 8-K was filed April 22, 2004, in connection  with the
          registrant's results for the quarter ended March 31, 2004,  furnishing
          material pursuant to Item 12 and Item 9.*

          A report on Form 8-K was filed April 29, 2004, in connection  with the
          CEO's remarks at the annual meeting of shareholders  held on April 29,
          2004, furnishing material pursuant to Item 9.*

          A report on Form 8-K was filed July 19, 2004, in  connection  with the
          registrant's  results for the quarter ended June 30, 2004,  furnishing
          material pursuant to Item 12 and 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)






 July 30, 2004                          /s/ JAMES B. FLAWS
---------------              ------------------------------------------
     Date                                 James B. Flaws
                             Vice Chairman and Chief Financial Officer
                                   (Principal Financial Officer)




 July 30, 2004                        /s/ KATHERINE A. ASBECK
---------------              ------------------------------------------
     Date                               Katherine A. Asbeck
                               Senior Vice President and Controller
                                  (Principal Accounting Officer)






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


Exhibit Number          Exhibit Name
--------------          ------------

     12                 Computation of Ratio of Earnings to Fixed Charges.

     24                 Power of Attorney

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






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

                                                        For the six months ended
                                                              June 30, 2004
                                                        ------------------------

Loss before income taxes                                      $       (28)
Adjustments:
    Distributed income of equity investees                            123
    Amortization of capitalized interest                                3
    Fixed charges net of capitalized interest                          84
                                                              -----------

Income before taxes and fixed charges, as adjusted            $       182
                                                              ===========

Fixed charges:
   Interest incurred                                          $        79
   Portion of rent expense which represents an
     appropriate interest factor                                       10
   Amortization of debt costs                                           2
                                                              -----------

Total fixed charges                                                    91
Capitalized interest                                                   (7)
                                                              -----------

Total fixed charges, net of capitalized interest              $        84
                                                              ===========

Ratio of earnings to fixed charges                                    2.0
                                                              ===========





                                                                     Exhibit 24

                              CORNING INCORPORATED

                           --------------------------

                                POWER OF ATTORNEY

                           --------------------------


     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (the  "Corporation"),
does hereby make, constitute and appoint Katherine A. Asbeck,  William D. Eggers
and  James B.  Flaws  and each or any one of them,  the  undersigned's  true and
lawful attorneys-in-fact, with power of substitution, for the undersigned and in
the  undersigned's  name,  place and stead, to sign and affix the  undersigned's
name as director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual
Report,  pursuant to the Securities  Exchange Act of 1934, as amended (the "1934
Act"),  for the fiscal year ended December 31, 2003, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 9th
day of February, 2004.




                                     /s/ Eugene C. Sit
                                     ---------------------------
                                     Eugene C. Sit






                                                                    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  officer  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  officer 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.





    July 30, 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  officer  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  officer 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.





    July 30, 2004                         /s/ JAMES B. FLAWS
----------------------           -----------------------------------------
        Date                                 James B. Flaws
                                 Vice Chairman and Chief Financial Officer








                                                                     Exhibit 32



                              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 June 30, 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.






     July 30, 2004                            /s/ JAMES R. HOUGHTON
-----------------------           ---------------------------------------------
         Date                                   James R. Houghton
                                      Chairman and Chief Executive Officer




     July 30, 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.