As filed with the Securities and Exchange Commission April 29, 2002
================================================================================
                                                    Registration No. 333-_______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                             -----------------------

    New York          Corning, New York         14831           16-0393470
(State or other       (Address of principal   (Zip Code)     (I.R.S. Employer
jurisdiction of       executive offices)                     Identification No.)
incorporation or
organization)

                   2002 WORLDWIDE EMPLOYEE SHARE PURCHASE PLAN
                            -------------------------

                                William D. Eggers
                    Senior Vice President and General Counsel
                              Corning Incorporated
                             Corning, New York 14831
                                 (607) 974-5656
            (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                        Registered            Per Share               Offering Price(2)            Fee
------------------------------------------------------------------------------------------------------------------------------------
<C>                                 <C>                       <C>                     <C>                       <C>
Common Stock
Par Value
$.50 per share. . . . . . . . . .   30,000,000 shares(1)      $ 6.61                  $ 198,300,000             $  18,244
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Plus such indeterminate number of shares of Common Stock as may be required
     in the event of an  adjustment  as a result of an increase in the number of
     issued shares of Common Stock  resulting from certain stock  dividends or a
     reclassification of the Common Stock.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance with Rule 457(c) and 457(h)(i).  The proposed maximum  aggregate
     offering  price is based upon the average of the high and low prices of the
     common stock on the New York Stock Exchange as reported in the consolidated
     transaction reporting system on April 26, 2002.




<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") (File No. 1-3247) are incorporated herein by reference:

     1.   The Annual Report on Form 10-K for the fiscal year ended  December 31,
          2001,  filed on March 4, 2002,  as amended by a Form  10-K/A  filed on
          March 7, 2002 of Corning Incorporated ("Corning" or the "Company").

     2.   All other  reports  filed by the Company  pursuant to Section 13(a) or
          15(d) of the Exchange Act since  December 31, 2001,  consisting of the
          Company's  Current  Reports  on Form 8-K filed on  January  14,  2002,
          January 23, 2002,  April 15, 2002,  April 22, 2002 and April 25, 2002,
          respectively.

     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  pursuant to Sections  13(a),  13(c), 14
and  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

     Not Applicable

Item 5.  Interests of Named Experts and Counsel

     The  legality of the shares of common  stock to be offered  hereby has been
passed upon by William D. Eggers,  Senior Vice President and General  Counsel of
the Company.  Mr. Eggers owns shares of Corning  Common Stock and is eligible to
participate in the 2002 Worldwide Employee Share Purchase Plan.

Item 6.  Indemnification of Directors and Officers

     Under the New York Business  Corporation  Law ("NYBCL"),  a corporation may
indemnify its directors and officers  made, or threatened to be made, a party to
any action or  proceeding,  except for  stockholder  derivative  suits,  if such
director  or  officer  acted  in  good  faith,  for a  purpose  which  he or she
reasonably  believed to be in or, in the case of service to another  corporation
or enterprise,  not opposed to, the best interests of the  corporation,  and, in
criminal proceedings,  had no reasonable cause to believe his or her conduct was
unlawful.  In the case of stockholder  derivative  suits,  the  corporation  may
indemnify  a director  or officer if he or she acted in good faith for a purpose
which he or she  reasonably  believed  to be in or,  in the case of  service  to
another  corporation  or  enterprise,  not opposed to the best  interests of the
corporation,  except  that no  indemnification  may be made in  respect of (i) a
threatened  action,  or a pending action which is settled or otherwise  disposed
of, or (ii) any claim, issue or matter as to which such person has been adjudged
to be liable to the corporation, unless and only to the extent that the court in
which  the  action  was  brought,  or, if no action  was  brought,  any court of
competent  jurisdiction,  determines upon  application  that, in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity  for such portion of the  settlement  amount and expenses as the court
deems proper.

     Any  person  who has been  successful  on the  merits or  otherwise  in the
defense  of a civil  or  criminal  action  or  proceeding  will be  entitled  to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any  indemnification  under the NYBCL pursuant to
the above  paragraph  may be made only if  authorized  in the specific  case and
after a finding  that the  director  or officer  met the  requisite  standard of
conduct by (i) the  disinterested  directors if a quorum is available,  (ii) the
board  upon the  written  opinion  of  independent  legal  counsel  or (iii) the
stockholders.


                                      II-1


<PAGE>



     The  indemnification  described  above under the NYBCL is not  exclusive of
other  indemnification  rights to which a director or officer  may be  entitled,
whether  contained  in the  certificate  of  incorporation  or  by-laws  or when
authorized  by  (i)  such  certificate  of  incorporation  or  by-laws,  (ii)  a
resolution of stockholders, (iii) a resolution of directors or (iv) an agreement
providing for such indemnification, provided that no indemnification may be made
to or on  behalf  of any  director  or  officer  if a  judgment  or other  final
adjudication adverse to the director or officer establishes that his or her acts
were  committed  in bad  faith or were  the  result  of  active  and  deliberate
dishonesty and were material to the cause of action so  adjudicated,  or that he
or she personally  gained in fact a financial profit or other advantage to which
he or she was not legally entitled.

     The  foregoing  statement  is  qualified  in its  entirety by  reference to
Section 715, 717 and 721 through 725 of the NYBCL.

     Article VIII of the registrant's By-Laws provides that the registrant 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  registrant to the full extent  permitted  by, and  consistent
with, the NYBCL.

     The  directors  and  officers of the  registrant  are covered by  insurance
policies  indemnifying  them  against  certain  liabilities,  including  certain
liabilities  under the  Securities  Act, which might be incurred by them in such
capacities.

Item 7.  Exemption From Registration Claimed

     Not Applicable

Item 8.  List of Exhibits

4.1  Restated  Certificate  of  Incorporation  of the Company  (incorporated  by
     reference to Exhibit 3(i) to the  Company's  Annual Report on Form 10-K for
     the year ended December 31, 2000).

4.2  Bylaws of the Company  (incorporated  by reference to Exhibit  3(ii) to the
     Company's Annual Report on Form 10-K for the year ended December 31, 2000)

5.1  Opinion of Counsel.

23.1 Consent of Counsel (included in Exhibit 5.1).

23.2 Consent of PricewaterhouseCoopers LLP.

24.1 Powers of Attorney.

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,   represents  a  fundamental  change  in  the
               information set forth in the registration statement.

                                      11-2


<PAGE>


               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)(l)(i) and (a)(l)(ii) of this section
do not apply if the registration  statement is on Form S-3, Form S-8 or Form F-3
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  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.

     (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.

(c)  The  undersigned  registrant  hereby  undertakes  to deliver or cause to be
     delivered with the prospectus to each person to whom the prospectus is sent
     or given, the latest annual report to security holders that is incorporated
     by reference in the  prospectus  and furnished  pursuant to and meeting the
     requirements of Rule 14a-3 or Rule 14c-3 under the Securities  Exchange Act
     of 1934; and, where interim financial  information required to be presented
     by  Article  3 of  Regulation  S-X is not set forth in the  prospectus,  to
     deliver,  or cause to be delivered to each person to whom the prospectus is
     sent  or  given,   the  latest   quarterly   report  that  is  specifically
     incorporated  by  reference  in the  prospectus  to  provide  such  interim
     financial information.

(d)  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  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.






                                      II-3


<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 29th day of April 2002.


                                 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 April 29, 2002 by the  following  persons in
the capacities indicated:

         Signature                          Capacity
         ---------                          --------

 /s/ James R. Houghton
------------------------------------        Chief Executive
         (James R. Houghton)                Officer and Chairman
                                            (Principal Executive Officer)

/s/ James B. Flaws
------------------------------------        Chief Financial Officer
         (James B. Flaws)                   and Vice Chairman
                                            (Principal Financial Officer)

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


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

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

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

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

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

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


                                      II-4


<PAGE>


         Signature                          Capacity
         ---------                          --------


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


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


                *                           Director
------------------------------------
         (Hansel E. Tookes II)


                *                           Director
------------------------------------
         (Peter F. Volanakis)


                *                           Director
------------------------------------
         (Wendell P. Weeks)




*By      /s/ William D. Eggers
    --------------------------------
           (William D. Eggers)
             Attorney-in-fact














                                      II-5

<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, the trustees (or
other persons who  administer  the employee  benefit plan) have 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 29th day of
April, 2002.


                                                CORNING INCORPORATED 2002
                                                WORLDWIDE EMPLOYEE SHARE
                                                PURCHASE PLAN (Registrant)


                                                By  /S/     DEBORAH G. LAUPER
                                                   ---------------------------
                                                            Deborah G. Lauper






































                                      II-6


<PAGE>








                                  EXHIBIT INDEX



Exhibit                                                                 Page
Number                     Description                                  Number
---------                  -----------                                  ------

 4.1  Restated  Certificate  of  Incorporation  of the Company
      (incorporated  by reference to Exhibit 3(i) to the  Company's
      Annual Report on Form 10-K for the year ended December 31, 2000)

 4.2  Bylaws of the Company  (incorporated  by reference to Exhibit
      3(ii) to the Company's Annual report on Form 10-K for the year
      ended December 31, 2000)

 5.1  Opinion of Counsel

23.1  Consent of Counsel (included in Exhibit 5.1)

23.2  Consent of PricewaterhouseCoopers LLP

24.1  Powers of Attorney






































                                      11-7


<PAGE>


                                                                     EXHIBIT 5.1

                                 April 29, 2002

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549

Dear Sirs:

     I am Senior Vice President and General Counsel of Corning Incorporated (the
"Company")  and am familiar with the  preparation  and filing of a  Registration
Statement on Form S-8 (the Registration  Statement") under the Securities Act of
1933, as amended, with respect to an aggregate of 30,000,000 shares of Corning's
Common Stock,  $.50 par value, to be offered by the Company pursuant to the 2002
Worldwide   Employee  Share  Purchase  Plan  (the  "WESPP")   described  in  the
Registration Statement.

     In this connection,  I have examined the originals,  or copies certified to
my  satisfaction,  of such  corporate  records of the Company,  certificates  of
public  officials and officers of the Company,  and other  documents as I deemed
pertinent as a basis for the opinions hereinafter expressed.

     Based upon the foregoing,  and having regard for such legal  considerations
as I have deemed relevant, I am of the opinion that:

1.   The Company is a corporation  duly  incorporated and validly existing under
     the laws of the State of New York.

2.   The shares of the  Company's  Common Stock have been duly  authorized  and,
     upon issuance, delivery and payment therefor pursuant to terms of the WESPP
     will be, validly issued, fully paid and non-assessable.

     My  opinions  expressed  above are  limited to the laws of the State of New
York.



<PAGE>



     I hereby  consent  to the  filing  of this  opinion  as an  Exhibit  to the
Registration  Statement  referred to above and further  consent to the use of my
name  under  the  caption  "Interests  of  Named  Experts  and  Counsel"  in the
registration statement.


                                                         Very truly yours,

                                                         /S/  WILLIAM D. EGGERS


<PAGE>


                                                                    EXHIBIT 23.2



                       Consent of Independent Accountants


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  January 23,  2002,  relating to the
financial  statements and financial statement schedule,  which appear in Corning
Incorporated's  Annual  Report on Form  10-K/A for the year ended  December  31,
2001.




PricewaterhouseCoopers LLP
New York, New York


April 29, 2002


<PAGE>




                                                                    EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.




                                                      /S/      JOHN SEELY BROWN
                                                      --------------------------
                                                      John Seely Brown



<PAGE>


                                                                    EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.




                                                   /S/      JAMES B. FLAWS
                                                   -----------------------------
                                                   James B. Flaws





<PAGE>


                                                                    EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 25th
day of April, 2002.




                                                      /S/      GORDON GUND
                                                      --------------------------
                                                      Gordon Gund



<PAGE>


                                                                    EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.




                                                      /S/      JOHN M. HENNESSY
                                                      --------------------------
                                                      John M. Hennessy



<PAGE>


                                                                    EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.




                                                      /S/      JAMES R. HOUGHTON
                                                      --------------------------
                                                      James R. Houghton



<PAGE>


                                                                    EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.




                                                      /S/      JAMES J. O'CONNOR
                                                      --------------------------
                                                      James J. O'Connor



<PAGE>


                                                                    EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.




                                                      /S/      CATHERINE A. REIN
                                                      --------------------------
                                                      Catherine A. Rein



<PAGE>


                                                                    EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.




                                                      /S/      DEBORAH D. RIEMAN
                                                      --------------------------
                                                      Deborah D. Rieman



<PAGE>


                                                                    EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 26th
day of April, 2002.




                                                   /S/      H. ONNO RUDING
                                                   -----------------------------
                                                   H. Onno Ruding



<PAGE>


                                                                    EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.




                                             /S/      WILLIAM D. SMITHBURG
                                             -----------------------------------
                                             William D. Smithburg



<PAGE>


                                                                    EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.




                                                 /S/      PETER F. VOLANAKIS
                                                 -------------------------------
                                                 Peter F. Volanakis



<PAGE>


                                                                    EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.




                                                  /S/      WENDELL P. WEEKS
                                                  ------------------------------
                                                  Wendell P. Weeks


<PAGE>


                                                                    EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.




                                              /S/      HANSEL E. TOOKES II
                                              ----------------------------------
                                              Hansel E. Tookes II
[{"type": "S-8", "sequence": "1", "filename": "s8wespp.txt", "description": "CORNING'S FORM S-8 DATED 3/29/02", "secsgml_size_bytes": 56461}]
{"company-data": {"conformed-name": "CORNING INC /NY", "cik": "0000024741", "assigned-sic": "3661", "irs-number": "160393470", "state-of-incorporation": "NY", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87128", "film-number": "02624609"}, "business-address": {"street1": "ONE RIVERFRONT PLAZA", "city": "CORNING", "state": "NY", "zip": "14831", "phone": "6079749000"}, "mail-address": {"street1": "ONE RIVERFRONT PLAZA", "city": "CORNING", "state": "NY", "zip": "14831"}, "former-company": {"former-conformed-name": "CORNING GLASS WORKS", "date-changed": "19890512"}}
As filed with the Securities and Exchange Commission April 29, 2002
================================================================================
                                                    Registration No. 333-_______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                             -----------------------

    New York          Corning, New York         14831           16-0393470
(State or other       (Address of principal   (Zip Code)     (I.R.S. Employer
jurisdiction of       executive offices)                     Identification No.)
incorporation or
organization)

                   2002 WORLDWIDE EMPLOYEE SHARE PURCHASE PLAN
                            -------------------------

                                William D. Eggers
                    Senior Vice President and General Counsel
                              Corning Incorporated
                             Corning, New York 14831
                                 (607) 974-5656
            (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                        Registered            Per Share               Offering Price(2)            Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock
Par Value
$.50 per share. . . . . . . . . .   30,000,000 shares(1)      $ 6.61                  $ 198,300,000             $  18,244
------------------------------------------------------------------------------------------------------------------------------------
(1)  Plus such indeterminate number of shares of Common Stock as may be required
     in the event of an  adjustment  as a result of an increase in the number of
     issued shares of Common Stock  resulting from certain stock  dividends or a
     reclassification of the Common Stock.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance with Rule 457(c) and 457(h)(i).  The proposed maximum  aggregate
     offering  price is based upon the average of the high and low prices of the
     common stock on the New York Stock Exchange as reported in the consolidated
     transaction reporting system on April 26, 2002.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") (File No. 1-3247) are incorporated herein by reference:

     1.   The Annual Report on Form 10-K for the fiscal year ended  December 31,
          2001,  filed on March 4, 2002,  as amended by a Form  10-K/A  filed on
          March 7, 2002 of Corning Incorporated ("Corning" or the "Company").

     2.   All other  reports  filed by the Company  pursuant to Section 13(a) or
          15(d) of the Exchange Act since  December 31, 2001,  consisting of the
          Company's  Current  Reports  on Form 8-K filed on  January  14,  2002,
          January 23, 2002,  April 15, 2002,  April 22, 2002 and April 25, 2002,
          respectively.

     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  pursuant to Sections  13(a),  13(c), 14
and  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

     Not Applicable

Item 5.  Interests of Named Experts and Counsel

     The  legality of the shares of common  stock to be offered  hereby has been
passed upon by William D. Eggers,  Senior Vice President and General  Counsel of
the Company.  Mr. Eggers owns shares of Corning  Common Stock and is eligible to
participate in the 2002 Worldwide Employee Share Purchase Plan.

Item 6.  Indemnification of Directors and Officers

     Under the New York Business  Corporation  Law ("NYBCL"),  a corporation may
indemnify its directors and officers  made, or threatened to be made, a party to
any action or  proceeding,  except for  stockholder  derivative  suits,  if such
director  or  officer  acted  in  good  faith,  for a  purpose  which  he or she
reasonably  believed to be in or, in the case of service to another  corporation
or enterprise,  not opposed to, the best interests of the  corporation,  and, in
criminal proceedings,  had no reasonable cause to believe his or her conduct was
unlawful.  In the case of stockholder  derivative  suits,  the  corporation  may
indemnify  a director  or officer if he or she acted in good faith for a purpose
which he or she  reasonably  believed  to be in or,  in the case of  service  to
another  corporation  or  enterprise,  not opposed to the best  interests of the
corporation,  except  that no  indemnification  may be made in  respect of (i) a
threatened  action,  or a pending action which is settled or otherwise  disposed
of, or (ii) any claim, issue or matter as to which such person has been adjudged
to be liable to the corporation, unless and only to the extent that the court in
which  the  action  was  brought,  or, if no action  was  brought,  any court of
competent  jurisdiction,  determines upon  application  that, in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity  for such portion of the  settlement  amount and expenses as the court
deems proper.

     Any  person  who has been  successful  on the  merits or  otherwise  in the
defense  of a civil  or  criminal  action  or  proceeding  will be  entitled  to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any  indemnification  under the NYBCL pursuant to
the above  paragraph  may be made only if  authorized  in the specific  case and
after a finding  that the  director  or officer  met the  requisite  standard of
conduct by (i) the  disinterested  directors if a quorum is available,  (ii) the
board  upon the  written  opinion  of  independent  legal  counsel  or (iii) the
stockholders.

                                      II-1
The  indemnification  described  above under the NYBCL is not  exclusive of
other  indemnification  rights to which a director or officer  may be  entitled,
whether  contained  in the  certificate  of  incorporation  or  by-laws  or when
authorized  by  (i)  such  certificate  of  incorporation  or  by-laws,  (ii)  a
resolution of stockholders, (iii) a resolution of directors or (iv) an agreement
providing for such indemnification, provided that no indemnification may be made
to or on  behalf  of any  director  or  officer  if a  judgment  or other  final
adjudication adverse to the director or officer establishes that his or her acts
were  committed  in bad  faith or were  the  result  of  active  and  deliberate
dishonesty and were material to the cause of action so  adjudicated,  or that he
or she personally  gained in fact a financial profit or other advantage to which
he or she was not legally entitled.

     The  foregoing  statement  is  qualified  in its  entirety by  reference to
Section 715, 717 and 721 through 725 of the NYBCL.

     Article VIII of the registrant's By-Laws provides that the registrant 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  registrant to the full extent  permitted  by, and  consistent
with, the NYBCL.

     The  directors  and  officers of the  registrant  are covered by  insurance
policies  indemnifying  them  against  certain  liabilities,  including  certain
liabilities  under the  Securities  Act, which might be incurred by them in such
capacities.

Item 7.  Exemption From Registration Claimed

     Not Applicable

Item 8.  List of Exhibits

4.1  Restated  Certificate  of  Incorporation  of the Company  (incorporated  by
     reference to Exhibit 3(i) to the  Company's  Annual Report on Form 10-K for
     the year ended December 31, 2000).

4.2  Bylaws of the Company  (incorporated  by reference to Exhibit  3(ii) to the
     Company's Annual Report on Form 10-K for the year ended December 31, 2000)

5.1  Opinion of Counsel.

23.1 Consent of Counsel (included in Exhibit 5.1).

23.2 Consent of PricewaterhouseCoopers LLP.

24.1 Powers of Attorney.

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,   represents  a  fundamental  change  in  the
               information set forth in the registration statement.

                                      11-2
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)(l)(i) and (a)(l)(ii) of this section
do not apply if the registration  statement is on Form S-3, Form S-8 or Form F-3
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  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.

     (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.

(c)  The  undersigned  registrant  hereby  undertakes  to deliver or cause to be
     delivered with the prospectus to each person to whom the prospectus is sent
     or given, the latest annual report to security holders that is incorporated
     by reference in the  prospectus  and furnished  pursuant to and meeting the
     requirements of Rule 14a-3 or Rule 14c-3 under the Securities  Exchange Act
     of 1934; and, where interim financial  information required to be presented
     by  Article  3 of  Regulation  S-X is not set forth in the  prospectus,  to
     deliver,  or cause to be delivered to each person to whom the prospectus is
     sent  or  given,   the  latest   quarterly   report  that  is  specifically
     incorporated  by  reference  in the  prospectus  to  provide  such  interim
     financial information.

(d)  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  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.

                                      II-3
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 29th day of April 2002.

                                 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 April 29, 2002 by the  following  persons in
the capacities indicated:

         Signature                          Capacity
         ---------                          --------

 /s/ James R. Houghton
------------------------------------        Chief Executive
         (James R. Houghton)                Officer and Chairman
                                            (Principal Executive Officer)

/s/ James B. Flaws
------------------------------------        Chief Financial Officer
         (James B. Flaws)                   and Vice Chairman
                                            (Principal Financial Officer)

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

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

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

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

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

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

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

                                      II-4
Signature                          Capacity
         ---------                          --------

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

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

                *                           Director
------------------------------------
         (Hansel E. Tookes II)

                *                           Director
------------------------------------
         (Peter F. Volanakis)

                *                           Director
------------------------------------
         (Wendell P. Weeks)

*By      /s/ William D. Eggers
    --------------------------------
           (William D. Eggers)
             Attorney-in-fact

                                      II-5
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, the trustees (or
other persons who  administer  the employee  benefit plan) have 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 29th day of
April, 2002.

                                                CORNING INCORPORATED 2002
                                                WORLDWIDE EMPLOYEE SHARE
                                                PURCHASE PLAN (Registrant)

                                                By  /S/     DEBORAH G. LAUPER
                                                   ---------------------------
                                                            Deborah G. Lauper

                                      II-6
EXHIBIT INDEX

Exhibit                                                                 Page
Number                     Description                                  Number
---------                  -----------                                  ------

 4.1  Restated  Certificate  of  Incorporation  of the Company
      (incorporated  by reference to Exhibit 3(i) to the  Company's
      Annual Report on Form 10-K for the year ended December 31, 2000)

 4.2  Bylaws of the Company  (incorporated  by reference to Exhibit
      3(ii) to the Company's Annual report on Form 10-K for the year
      ended December 31, 2000)

 5.1  Opinion of Counsel

23.1  Consent of Counsel (included in Exhibit 5.1)

23.2  Consent of PricewaterhouseCoopers LLP

24.1  Powers of Attorney

                                      11-7
EXHIBIT 5.1

                                 April 29, 2002

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549

Dear Sirs:

     I am Senior Vice President and General Counsel of Corning Incorporated (the
"Company")  and am familiar with the  preparation  and filing of a  Registration
Statement on Form S-8 (the Registration  Statement") under the Securities Act of
1933, as amended, with respect to an aggregate of 30,000,000 shares of Corning's
Common Stock,  $.50 par value, to be offered by the Company pursuant to the 2002
Worldwide   Employee  Share  Purchase  Plan  (the  "WESPP")   described  in  the
Registration Statement.

     In this connection,  I have examined the originals,  or copies certified to
my  satisfaction,  of such  corporate  records of the Company,  certificates  of
public  officials and officers of the Company,  and other  documents as I deemed
pertinent as a basis for the opinions hereinafter expressed.

     Based upon the foregoing,  and having regard for such legal  considerations
as I have deemed relevant, I am of the opinion that:

1.   The Company is a corporation  duly  incorporated and validly existing under
     the laws of the State of New York.

2.   The shares of the  Company's  Common Stock have been duly  authorized  and,
     upon issuance, delivery and payment therefor pursuant to terms of the WESPP
     will be, validly issued, fully paid and non-assessable.

     My  opinions  expressed  above are  limited to the laws of the State of New
York.
I hereby  consent  to the  filing  of this  opinion  as an  Exhibit  to the
Registration  Statement  referred to above and further  consent to the use of my
name  under  the  caption  "Interests  of  Named  Experts  and  Counsel"  in the
registration statement.

                                                         Very truly yours,

                                                         /S/  WILLIAM D. EGGERS
EXHIBIT 23.2

                       Consent of Independent Accountants

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  January 23,  2002,  relating to the
financial  statements and financial statement schedule,  which appear in Corning
Incorporated's  Annual  Report on Form  10-K/A for the year ended  December  31,
2001.

PricewaterhouseCoopers LLP
New York, New York

April 29, 2002
EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.

                                                      /S/      JOHN SEELY BROWN
                                                      --------------------------
                                                      John Seely Brown
EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.

                                                   /S/      JAMES B. FLAWS
                                                   -----------------------------
                                                   James B. Flaws
EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 25th
day of April, 2002.

                                                      /S/      GORDON GUND
                                                      --------------------------
                                                      Gordon Gund
EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.

                                                      /S/      JOHN M. HENNESSY
                                                      --------------------------
                                                      John M. Hennessy
EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.

                                                      /S/      JAMES R. HOUGHTON
                                                      --------------------------
                                                      James R. Houghton
EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.

                                                      /S/      JAMES J. O'CONNOR
                                                      --------------------------
                                                      James J. O'Connor
EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.

                                                      /S/      CATHERINE A. REIN
                                                      --------------------------
                                                      Catherine A. Rein
EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.

                                                      /S/      DEBORAH D. RIEMAN
                                                      --------------------------
                                                      Deborah D. Rieman
EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 26th
day of April, 2002.

                                                   /S/      H. ONNO RUDING
                                                   -----------------------------
                                                   H. Onno Ruding
EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.

                                             /S/      WILLIAM D. SMITHBURG
                                             -----------------------------------
                                             William D. Smithburg
EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.

                                                 /S/      PETER F. VOLANAKIS
                                                 -------------------------------
                                                 Peter F. Volanakis
EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.

                                                  /S/      WENDELL P. WEEKS
                                                  ------------------------------
                                                  Wendell P. Weeks
EXHIBIT 24.1

                              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, 2001, or other  applicable  form,
including any and all exhibits, schedules,  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, as amended;  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, including,
but not limited to, securities to be offered by the Corporation to its employees
and  employees  of  certain  of  its   subsidiaries   for  issuance   under  the
Corporation's  Investment  Plans and its 2002 Worldwide  Employee Share Purchase
Plan,  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 24th
day of April, 2002.

                                              /S/      HANSEL E. TOOKES II
                                              ----------------------------------
                                              Hansel E. Tookes II