<PAGE>


                                                                Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             -----------------------

                              CORNING INCORPORATED
             (Exact name of registrant as specified in its charter)

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

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

                CORNING INCORPORATED SUPPLEMENTAL INVESTMENT PLAN
                  CORNING INCORPORATED MANAGEMENT DEFERRAL PLAN
                             ----------------------

                                William D. Eggers
                              Senior Vice President
                               and General Counsel
                              Corning Incorporated
                                Corning, NY 14831
                                 (607) 974-9000
           (Name, address, and telephone number of agent for service)
                              ---------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                     Proposed maximum           Proposed maximum      Amount of
Title of Securities        Amount being              offering price             aggregate             registration
being registered(1)        registered                per obligation             offering price(2)        fee
-------------------------------------------------------------------------------------------------------------------
<S>                        <C>         <C>           <C>                        <C>                    <C>
Deferred Compensation
Obligations       .......  $40,000,000 (3)           100%                       $40,000,000            $10,560.00
------------------------------------------------------------------------------
</TABLE>
(1)      The Deferred Compensation Obligations are unsecured obligations of
         Corning Incorporated to pay deferred compensation in the future in
         accordance with the terms of the Supplemental Investment Plan and the
         Management Deferral Plan.
(2)      Estimated solely for the purpose of calculating the registration fee.
(3)      This registration statement is also deemed to relate to $1,215,000 of
         Deferred Compensation Obligations previously registered on, and being
         carried forward from, Form S-8 (No. 333-26151) in connection with the
         Supplemental Investment Plan with respect to which a registration fee
         of $368 has been paid.
<PAGE>


         In accordance with Rule 429, the Prospectus which relates to this
registration statement is a combined Prospectus which also relates to
Registration Statement No. 333-26151 and No. 333-61979.

                              EXPLANATORY STATEMENT

         A total of $ 10,000,000 of Deferred Compensation Obligations of the
registrant, Corning Incorporated, a New York corporation (the "Company"), were
registered by Registration Statement on Form S-8, File No. 333-26151, to be
issued in connection with the Company's Supplemental Investment Plan. Of such
securities, securities covering $1,215,000, with respect to which a registration
fee of $368 has been paid, have not been issued under such plan and, pursuant to
Instruction E to Form S-8, such securities are carried forward to, and deemed
covered by, the Registration Statement on Form S-8 filed on or about the date
hereof in connection with the Company's Supplemental Investment Plan and
Management Deferral Plan.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

         1. The Annual Report on Form 10-K for the fiscal year ended December
31, 1998, of the Company filed pursuant to Section 13(a) of the Exchange Act.

         2. All other reports filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act since December 31, 1998, consisting of
the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 1999, June 30, 1999 and September 30, 1999; the Company's Current
Reports on Form 8-K dated January 19, 1999; January 25, 1999; February 4, 1999;
March 1, 1999; March 3, 1999; April 14, 1999; July 8, 1999; July 19, 1999;
October 13, 1999 and November 18, 1999; and Current Report on Form 8-K/A dated
January 26, 1999.

         3. The registration statement on Form 8-A filed by the Company on July
11, 1996 which contains a description of the Company's Preferred Share Purchase
Rights Plan.

         All documents filed by the Company and the Plans pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective Amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES




                                      1
<PAGE>



         $40,000,000 of Deferred Compensation obligations (the "Obligations")
being registered under this Registration Statement may be offered to certain
eligible employees of the Company and its subsidiaries pursuant to the
Supplemental Investment Plan and the Management Deferral Plan (the "Plans") of
the Company.

         The Obligations are general unsecured obligations of the Company to pay
deferred compensation in the future in accordance with the terms of the Plans
from the general assets of the Company and rank PARI PASSU with other unsecured
and unsubordinated indebtedness of the Company from time to time outstanding.


                                      2
<PAGE>

         The amount of compensation deferred by each participant is determined
in accordance with each participant's deferral election and the provisions of
the Plans. The Plans provide generally for the same investment options as are
available under the Company's Investment Plan. Participants may make elections
concerning where their deferral accounts are to be invested. However, the
Obligations are unfunded bookkeeping accounts, the returns on which are measured
by the performance of certain investment vehicles elected by the participants.
Participants cannot sell, assign, transfer, pledge or otherwise encumber any
Obligation. All deferral accounts together with earnings thereon will be payable
upon retirement, death, disability or termination of employment in a single lump
sum or upon retirement in up to five equal annual installments in accordance
with the terms of the Plans. Vested benefits may be paid earlier in the event of
an unforeseeable emergency.

         The Company reserves the right to amend or terminate the Plans at any
time, except that no amendment or modification shall accelerate the payment of
amounts previously deferred or provide for additional benefits.

         The Obligations are not convertible into any other security of the
Company. The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant of the Company. No trustee has been
appointed having the authority to take action with respect to the Obligations.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         William D. Eggers, Esq., Senior Vice President and General Counsel of
Corning, has rendered an opinion as to the legality of the Obligations offered
hereby. Mr. Eggers is eligible to participate in the Plans.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections 722 and 723 of the Business Corporation Law of the State of
New York (the "BCL") provide that a corporation may indemnify its current and
former directors and officers under certain circumstances. Article VIII of the
Company's By-Laws provides that the Company shall indemnify each director and
officer against all costs and expenses actually and reasonably incurred by him
in connection with the defense of any claim, action, suit or proceeding against
him by reason of his being or having been a director or officer of the Company
to the fullest extent permitted by, and consistent with, the BCL.

         Section 402(b) of the BCL provides that a corporation may include a
provision in its certificate of incorporation limiting the liability of its
directors to the corporation or its shareholders for damages for violation of
law or receipt of an improper personal benefit or for certain illegal dividends,
loans or stock repurchases. Paragraph 7 of the Company's Restated Certificate of
Incorporation contains such a provision.


                                      3
<PAGE>

<TABLE>
<CAPTION>
ITEM 8.  EXHIBITS

        <S>       <C>
          4.1     Supplemental Investment Plan

          4.2     Management Deferral Plan

          5.1     Opinion of William D. Eggers, Esq. Senior Vice President and
                  General Counsel

         23.1     Consent of William D. Eggers, Esq. (included in Exhibit 5).

         23.2     Consent of PricewaterhouseCoopers LLP.

         24.1     Powers of Attorney.
</TABLE>


                                      4
<PAGE>

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes;

         (1)      To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement:

                  (i)      To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if in the aggregate the changes in volume and
                           price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement.

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the registration statement is on Form S-3 or Form
                  S-8 and the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the registrant pursuant to section
                  13 or section 15(d) of the Securities Exchange Act of 1934
                  that are incorporated by reference in the registration
                  statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.


                                      5
<PAGE>

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                                      6
<PAGE>




         (c) Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the foregoing
         provisions, or otherwise, the registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         registrant in the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling person in
         connection with the securities being registered, the registrant will,
         unless in the opinion of its counsel the matter has been settled by
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Act and will be governed by the final
         adjudication of such issue.


                                      7
<PAGE>


                                   SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
CORNING INCORPORATED, A NEW YORK CORPORATION, CERTIFIES THAT IT HAS REASONABLE
GROUNDS TO BELIEVE IT MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS
DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CORNING, STATE OF NEW
YORK, ON THE 1ST DAY OF DECEMBER, 1999.

                                  CORNING INCORPORATED
                                 (REGISTRANT)

                                  BY       /S/ WILLIAM D. EGGERS
                                     -----------------------------------------
                                      WILLIAM D. EGGERS, SENIOR VICE PRESIDENT

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW ON DECEMBER 1, 1999 BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED:

<TABLE>
<CAPTION>
         SIGNATURE                                                     CAPACITY

     <S>                                                     <C>
     /s/ ROGER G. ACKERMAN                                    Chairman of the Board,
--------------------------------
         (Roger G. Ackerman)                                  Principal Executive Officer and
                                                              Director

     /s/ JAMES B. FLAWS                                       Senior Vice President, Treasurer and
--------------------------------
         (James B. Flaws)                                     Principal Financial Officer


     /s/ KATHERINE A. ASBECK                                  Vice President, Controller
--------------------------------
         (Katherine A. Asbeck)                                and Principal Accounting Officer


                  *                                           Director
--------------------------------
         (Robert Barker)

                   *                                          Director
--------------------------------
         (John Seely Brown)

                   *                                          Director
--------------------------------
         (John H. Foster)

                   *                                          Director
--------------------------------
         (Norman E. Garrity)

                   *                                          Director
--------------------------------
</TABLE>



                                      8
<PAGE>

<TABLE>
         <S>                                                 <C>
         (Gordon Gund)

                   *                                          Director
--------------------------------
         (John M. Hennessy)

                   *                                          Director
--------------------------------
         (James R. Houghton)

                   *                                          Director
--------------------------------
         (James W. Kinnear)
</TABLE>




                                      9
<PAGE>


<TABLE>

       <S>                                                <C>
                   *                                          Director
--------------------------------
         (John W. Loose)

                   *                                          Director
--------------------------------
         (James J. O'Connor)

                   *                                          Director
--------------------------------
         (Catherine A. Rein)

                   *                                          Director
--------------------------------
         (Deborah D. Rieman)

                   *                                          Director
--------------------------------
         (H. Onno Ruding)

                   *                                          Director
--------------------------------
         (William D. Smithburg)



*BY      /s/ WILLIAM D. EGGERS
--------------------------------
         (WILLIAM D. EGGERS)
         ATTORNEY-IN-FACT
</TABLE>


                                     10
<PAGE>


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                                        DESCRIPTION
----------                                                   -------------

<S>                       <C>
 4.1                       Supplemental Investment Plan

 4.2                       Management Deferral Plan

 5.1                       Opinion of William D. Eggers, Esq. Senior Vice
                           President and General Counsel

23.1                       Consent of William D. Eggers, Esq. (included in
                           Exhibit 5).

23.2                       Consent of PricewaterhouseCoopers LLP.

24.1                       Powers of Attorney.
</TABLE>


                                     11
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20553}]
{"company-data": {"conformed-name": "CORNING INC /NY", "cik": "0000024741", "assigned-sic": "3220", "irs-number": "160393470", "state-of-incorporation": "NY", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91879", "film-number": "99767329"}, "business-address": {"street1": "ONE RIVERFRONT PLAZA", "city": "CORNING", "state": "NY", "zip": "14831", "phone": "6079749000"}, "former-company": [{"former-conformed-name": "CORNING INC /NY /   CORNING LAB SERVICES INC", "date-changed": "19930713"}, {"former-conformed-name": "CORNING GLASS WORKS", "date-changed": "19890512"}]}
Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             -----------------------

                              CORNING INCORPORATED
             (Exact name of registrant as specified in its charter)

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

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

                CORNING INCORPORATED SUPPLEMENTAL INVESTMENT PLAN
                  CORNING INCORPORATED MANAGEMENT DEFERRAL PLAN
                             ----------------------

                                William D. Eggers
                              Senior Vice President
                               and General Counsel
                              Corning Incorporated
                                Corning, NY 14831
                                 (607) 974-9000
           (Name, address, and telephone number of agent for service)
                              ---------------------

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
                                                     Proposed maximum           Proposed maximum      Amount of
Title of Securities        Amount being              offering price             aggregate             registration
being registered(1)        registered                per obligation             offering price(2)        fee
-------------------------------------------------------------------------------------------------------------------
Deferred Compensation
Obligations       .......  $40,000,000 (3)           100%                       $40,000,000            $10,560.00
------------------------------------------------------------------------------
(1)      The Deferred Compensation Obligations are unsecured obligations of
         Corning Incorporated to pay deferred compensation in the future in
         accordance with the terms of the Supplemental Investment Plan and the
         Management Deferral Plan.
(2)      Estimated solely for the purpose of calculating the registration fee.
(3)      This registration statement is also deemed to relate to $1,215,000 of
         Deferred Compensation Obligations previously registered on, and being
         carried forward from, Form S-8 (No. 333-26151) in connection with the
         Supplemental Investment Plan with respect to which a registration fee
         of $368 has been paid.
In accordance with Rule 429, the Prospectus which relates to this
registration statement is a combined Prospectus which also relates to
Registration Statement No. 333-26151 and No. 333-61979.

                              EXPLANATORY STATEMENT

         A total of $ 10,000,000 of Deferred Compensation Obligations of the
registrant, Corning Incorporated, a New York corporation (the "Company"), were
registered by Registration Statement on Form S-8, File No. 333-26151, to be
issued in connection with the Company's Supplemental Investment Plan. Of such
securities, securities covering $1,215,000, with respect to which a registration
fee of $368 has been paid, have not been issued under such plan and, pursuant to
Instruction E to Form S-8, such securities are carried forward to, and deemed
covered by, the Registration Statement on Form S-8 filed on or about the date
hereof in connection with the Company's Supplemental Investment Plan and
Management Deferral Plan.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

         1. The Annual Report on Form 10-K for the fiscal year ended December
31, 1998, of the Company filed pursuant to Section 13(a) of the Exchange Act.

         2. All other reports filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act since December 31, 1998, consisting of
the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 1999, June 30, 1999 and September 30, 1999; the Company's Current
Reports on Form 8-K dated January 19, 1999; January 25, 1999; February 4, 1999;
March 1, 1999; March 3, 1999; April 14, 1999; July 8, 1999; July 19, 1999;
October 13, 1999 and November 18, 1999; and Current Report on Form 8-K/A dated
January 26, 1999.

         3. The registration statement on Form 8-A filed by the Company on July
11, 1996 which contains a description of the Company's Preferred Share Purchase
Rights Plan.

         All documents filed by the Company and the Plans pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective Amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

                                      1
$40,000,000 of Deferred Compensation obligations (the "Obligations")
being registered under this Registration Statement may be offered to certain
eligible employees of the Company and its subsidiaries pursuant to the
Supplemental Investment Plan and the Management Deferral Plan (the "Plans") of
the Company.

         The Obligations are general unsecured obligations of the Company to pay
deferred compensation in the future in accordance with the terms of the Plans
from the general assets of the Company and rank PARI PASSU with other unsecured
and unsubordinated indebtedness of the Company from time to time outstanding.

                                      2
The amount of compensation deferred by each participant is determined
in accordance with each participant's deferral election and the provisions of
the Plans. The Plans provide generally for the same investment options as are
available under the Company's Investment Plan. Participants may make elections
concerning where their deferral accounts are to be invested. However, the
Obligations are unfunded bookkeeping accounts, the returns on which are measured
by the performance of certain investment vehicles elected by the participants.
Participants cannot sell, assign, transfer, pledge or otherwise encumber any
Obligation. All deferral accounts together with earnings thereon will be payable
upon retirement, death, disability or termination of employment in a single lump
sum or upon retirement in up to five equal annual installments in accordance
with the terms of the Plans. Vested benefits may be paid earlier in the event of
an unforeseeable emergency.

         The Company reserves the right to amend or terminate the Plans at any
time, except that no amendment or modification shall accelerate the payment of
amounts previously deferred or provide for additional benefits.

         The Obligations are not convertible into any other security of the
Company. The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant of the Company. No trustee has been
appointed having the authority to take action with respect to the Obligations.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         William D. Eggers, Esq., Senior Vice President and General Counsel of
Corning, has rendered an opinion as to the legality of the Obligations offered
hereby. Mr. Eggers is eligible to participate in the Plans.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections 722 and 723 of the Business Corporation Law of the State of
New York (the "BCL") provide that a corporation may indemnify its current and
former directors and officers under certain circumstances. Article VIII of the
Company's By-Laws provides that the Company shall indemnify each director and
officer against all costs and expenses actually and reasonably incurred by him
in connection with the defense of any claim, action, suit or proceeding against
him by reason of his being or having been a director or officer of the Company
to the fullest extent permitted by, and consistent with, the BCL.

         Section 402(b) of the BCL provides that a corporation may include a
provision in its certificate of incorporation limiting the liability of its
directors to the corporation or its shareholders for damages for violation of
law or receipt of an improper personal benefit or for certain illegal dividends,
loans or stock repurchases. Paragraph 7 of the Company's Restated Certificate of
Incorporation contains such a provision.

                                      3
ITEM 8.  EXHIBITS
4.1     Supplemental Investment Plan

          4.2     Management Deferral Plan

          5.1     Opinion of William D. Eggers, Esq. Senior Vice President and
                  General Counsel

         23.1     Consent of William D. Eggers, Esq. (included in Exhibit 5).

         23.2     Consent of PricewaterhouseCoopers LLP.

         24.1     Powers of Attorney.
4
ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes;

         (1)      To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement:

                  (i)      To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if in the aggregate the changes in volume and
                           price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement.

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the registration statement is on Form S-3 or Form
                  S-8 and the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the registrant pursuant to section
                  13 or section 15(d) of the Securities Exchange Act of 1934
                  that are incorporated by reference in the registration
                  statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                                      5
(3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                                      6
(c) Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the foregoing
         provisions, or otherwise, the registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         registrant in the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling person in
         connection with the securities being registered, the registrant will,
         unless in the opinion of its counsel the matter has been settled by
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Act and will be governed by the final
         adjudication of such issue.

                                      7
SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
CORNING INCORPORATED, A NEW YORK CORPORATION, CERTIFIES THAT IT HAS REASONABLE
GROUNDS TO BELIEVE IT MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS
DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CORNING, STATE OF NEW
YORK, ON THE 1ST DAY OF DECEMBER, 1999.

                                  CORNING INCORPORATED
                                 (REGISTRANT)

                                  BY       /S/ WILLIAM D. EGGERS
                                     -----------------------------------------
                                      WILLIAM D. EGGERS, SENIOR VICE PRESIDENT

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW ON DECEMBER 1, 1999 BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED:
SIGNATURE                                                     CAPACITY
/s/ ROGER G. ACKERMAN                                    Chairman of the Board,
--------------------------------
         (Roger G. Ackerman)                                  Principal Executive Officer and
                                                              Director

     /s/ JAMES B. FLAWS                                       Senior Vice President, Treasurer and
--------------------------------
         (James B. Flaws)                                     Principal Financial Officer

     /s/ KATHERINE A. ASBECK                                  Vice President, Controller
--------------------------------
         (Katherine A. Asbeck)                                and Principal Accounting Officer

                  *                                           Director
--------------------------------
         (Robert Barker)

                   *                                          Director
--------------------------------
         (John Seely Brown)

                   *                                          Director
--------------------------------
         (John H. Foster)

                   *                                          Director
--------------------------------
         (Norman E. Garrity)

                   *                                          Director
--------------------------------
8
(Gordon Gund)

                   *                                          Director
--------------------------------
         (John M. Hennessy)

                   *                                          Director
--------------------------------
         (James R. Houghton)

                   *                                          Director
--------------------------------
         (James W. Kinnear)
9
*                                          Director
--------------------------------
         (John W. Loose)

                   *                                          Director
--------------------------------
         (James J. O'Connor)

                   *                                          Director
--------------------------------
         (Catherine A. Rein)

                   *                                          Director
--------------------------------
         (Deborah D. Rieman)

                   *                                          Director
--------------------------------
         (H. Onno Ruding)

                   *                                          Director
--------------------------------
         (William D. Smithburg)

*BY      /s/ WILLIAM D. EGGERS
--------------------------------
         (WILLIAM D. EGGERS)
         ATTORNEY-IN-FACT
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EXHIBIT INDEX
EXHIBIT
NUMBER                                                        DESCRIPTION
----------                                                   -------------
4.1                       Supplemental Investment Plan

 4.2                       Management Deferral Plan

 5.1                       Opinion of William D. Eggers, Esq. Senior Vice
                           President and General Counsel

23.1                       Consent of William D. Eggers, Esq. (included in
                           Exhibit 5).

23.2                       Consent of PricewaterhouseCoopers LLP.

24.1                       Powers of Attorney.
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