As filed with the Securities and Exchange Commission on May 13, 2005

                                                      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 jurisdiction of (Address of principal (Zip Code)(I.R.S. Employer
incorporation or organization)    executive offices)             Identification
                                                                      No.)

                             1994 STOCK OPTION PLAN
                             1998 STOCK OPTION PLAN
                            1998 INCENTIVE STOCK PLAN
                             2000 STOCK OPTION PLAN
                            2000 INCENTIVE STOCK PLAN
                             2005 STOCK OPTION PLAN
                            2005 INCENTIVE STOCK PLAN
                            (Full title of the plans)

                            _________________________

                                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>

------------------------------------------------------------------------------------------------
<S>                     <C>               <C>                 <C>                 <C>
                                          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. . . 91,000,000 shares(1)      $ 14.44        $ 1,314,040,000       $ 154,663
_______________________________________________________________________________________________

</TABLE>

(1)  The number of shares of Common Stock stated above consists of the aggregate
     number of additional  shares not previously  registered which may be issued
     under the Plans. In addition, pursuant to Rule 416 under the Securities Act
     of 1933, as amended,  to the extent  additional  shares of our Common Stock
     may  be  issued  or  issuable  as  a  result  of a  stock  split  or  other
     distribution  declared at any time while this Registration  Statement is in
     effect,  this  registration  statement  is hereby  deemed to cover all such
     additional shares of 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 May 6, 2005.

     In  accordance  with  Rule  429,  the  Prospectus  which  relates  to  this
registration   statement  is  a  combined   Prospectus  which  also  relates  to
Registration Statement Nos. 33-58193, 333-61983 and 333-60480.

<PAGE>

                              EXPLANATORY STATEMENT

     A total of  150,000,000  shares of the  Common  Stock,  par value  $.50 per
share, of the registrant,  Corning  Incorporated,  a New York  corporation  (the
"Company"),  were registered  pursuant to a Registration  Statement on Form S-8,
File No.  333-60480,  to be issued in connection  with the Company's  2000 Stock
Option Plan and 2000 Incentive  Stock Plan (the "2000  Plans").  Of such shares,
options  covering  24,000,000 with respect to which a registration fee of $6,000
has been paid,  have not been  granted  under the 2000 Plans  and,  pursuant  to
Instruction  E to Form S-8,  such  shares  are  carried  forward  to, and deemed
covered by, the  Registration  Statement  on Form S-8 filed on or about the date
hereof in  connection  with the  Company's  2005 Stock  Option Plan and its 2005
Incentive Stock Plan. Also pursuant to Instruction E to Form S-8, the filing fee
is being paid only with  respect to the  shares of Common  Stock not  previously
registered.


                                        1

<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,
          2004, 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, 2004,  consisting of the
          Company's Quarterly Report on Form 10-Q for the period ended March 31,
          2005;  Current Reports on Form 8-K filed January 11, 2005, January 25,
          2005, January 26, 2005,  February 4, 2005, February 8, 2005, March 17,
          2005, April 18, 2005, April 26, 2005, April 28, 2005 and May 10, 2005;
          Current Reports on Form 8-K filed on May 2, 2005 and Current Report on
          Form 8-K/A filed on May 2, 2005.

     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 validity of the  securities  has been passed upon by William D. Eggers,
Senior  Vice  President  and  General  Counsel  for  the  Company.   Mr.  Eggers
beneficially  owns  Common  Stock and options to  purchase  Common  Stock of the
Company granted under the Plans.

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

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.
               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.


                                      11-2

<PAGE>


          (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 13th day of May, 2005.


                                       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 May 13th,  2005 by the  following  persons in
the capacities indicated:

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

     /S/  WENDELL P. WEEKS                President, Chief
     -------------------------            Executive Officer and Director
         (Wendell P. Weeks)               (Principal Executive Officer)


     /S/  JAMES B. FLAWS                  Vice Chairman, Chief
     -------------------------            Financial Officer and Director
         (James B. Flaws)                 (Principal Financial Officer)


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

                        *                 Chairman of the Board
     --------------------------
         (James R. Houghton)

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

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

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

                        *                 Director
     ---------------------------
         (Jeremy R. Knowles)

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

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


                                      II-4

<PAGE>


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

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


                        *                  Director
     ---------------------------
         (Eugene C. Sit)


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


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


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





  *By /S/  WILLIAM D. EGGERS
  ------------------------------
       (William D. Eggers)
        Attorney-in-fact



                                      II-5


<PAGE>


                                  EXHIBIT INDEX


<TABLE>

<S>              <C>                                                  <C>
Exhibit                                                                Page
Number           Description                                          Number
------           -----------                                          ------

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


</TABLE>

                                      11-6

<PAGE>


                                                        EXHIBIT 5.1

                        [Corning Incorporated Letterhead]

                                                        May 13, 2005

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  91,000,000  shares of the
Company's  Common  Stock,  $.50 par  value,  which  may be issued or sold by the
Company  pursuant to its 2005 Stock  Option Plan and 2005  Incentive  Stock Plan
(the "Plans") 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 the shares of the Company's
Common Stock to be issued by the Company  pursuant to the Plans,  have been duly
authorized, and upon issuance, delivery and payment therefore in accordance with
the terms of the Plans, will be validly issued, fully paid and non-assessable.

     My opinion expressed above is 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 in "Interests of Named Experts and Counsel" in the Registration Statement.

                                                        Very truly yours,

                                                        /S/  WILLIAM D. EGGERS

<PAGE>

                                                        EXHIBIT 23.2



            Consent of Independent Registered Public Accounting Firm


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  February  22, 2005  relating to the
financial statements,  financial statement schedule,  management's assessment of
the  effectiveness  of  internal  control  over  financial   reporting  and  the
effectiveness  of internal  control over financial  reporting,  which appears in
Corning  Incorporated's  Annual Report on Form 10-K for the year ended  December
31, 2004.

/S/ PricewaterhouseCoopers LLP


PricewaterhouseCoopers LLP
New York, New York

May 13, 2005




<PAGE>

                                                      EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________


     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.




                                                         /s/  John Seely Brown
                                                         ----------------------
                                                              John Seely Brown

<PAGE>



                                                     EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________


     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.



                                                       /s/ Gordon Gund
                                                       ------------------------
                                                       Gordon Gund


<PAGE>

                                                     EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________


     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.



                                                       /s/ John M. Hennessy
                                                       ------------------------
                                                       John M. Hennessy


<PAGE>


                                                      EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________


     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.



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


<PAGE>

                                                      EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________


     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.




                                                       /s/ James J. O'Connor
                                                       ------------------------
                                                       James J. O'Connor


<PAGE>

                                                      EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________


     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.




                                                       /s/ Jeremy R. Knowles
                                                       -------------------------
                                                       Jeremy R. Knowles


<PAGE>

                                                      EXHIBIT 24.1


                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________


     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.




                                                     /s/ Deborah D. Rieman
                                                     --------------------------
                                                     Deborah D. Rieman


<PAGE>

                                                    EXHIBIT 24.1


                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________


     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.




                                                       /s/ H. Onno Ruding
                                                       ------------------------
                                                       H. Onno Ruding


<PAGE>

                                                      EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________


     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 9th
day of February, 2005.




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



<PAGE>

                                                      EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________


     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.




                                                 /s/ William D. Smithburg
                                                 ------------------------------
                                                 William D. Smithburg


<PAGE>

                                                   EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________


     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.




                                                   /s/ Peter F. Volanakis
                                                   ----------------------------
                                                   Peter F. Volanakis


<PAGE>

                                                   EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________


     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.



                                                   /s/ Hansel E. Tookes II
                                                   ----------------------------
                                                   Hansel E. Tookes II


<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 51088}]
{"company-data": {"conformed-name": "CORNING INC /NY", "cik": "0000024741", "assigned-sic": "3357", "irs-number": "160393470", "state-of-incorporation": "NY", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-124882", "film-number": "05826763"}, "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 on May 13, 2005

                                                      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 jurisdiction of (Address of principal (Zip Code)(I.R.S. Employer
incorporation or organization)    executive offices)             Identification
                                                                      No.)

                             1994 STOCK OPTION PLAN
                             1998 STOCK OPTION PLAN
                            1998 INCENTIVE STOCK PLAN
                             2000 STOCK OPTION PLAN
                            2000 INCENTIVE STOCK PLAN
                             2005 STOCK OPTION PLAN
                            2005 INCENTIVE STOCK PLAN
                            (Full title of the plans)

                            _________________________

                                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. . . 91,000,000 shares(1)      $ 14.44        $ 1,314,040,000       $ 154,663
_______________________________________________________________________________________________
(1)  The number of shares of Common Stock stated above consists of the aggregate
     number of additional  shares not previously  registered which may be issued
     under the Plans. In addition, pursuant to Rule 416 under the Securities Act
     of 1933, as amended,  to the extent  additional  shares of our Common Stock
     may  be  issued  or  issuable  as  a  result  of a  stock  split  or  other
     distribution  declared at any time while this Registration  Statement is in
     effect,  this  registration  statement  is hereby  deemed to cover all such
     additional shares of 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 May 6, 2005.

     In  accordance  with  Rule  429,  the  Prospectus  which  relates  to  this
registration   statement  is  a  combined   Prospectus  which  also  relates  to
Registration Statement Nos. 33-58193, 333-61983 and 333-60480.
EXPLANATORY STATEMENT

     A total of  150,000,000  shares of the  Common  Stock,  par value  $.50 per
share, of the registrant,  Corning  Incorporated,  a New York  corporation  (the
"Company"),  were registered  pursuant to a Registration  Statement on Form S-8,
File No.  333-60480,  to be issued in connection  with the Company's  2000 Stock
Option Plan and 2000 Incentive  Stock Plan (the "2000  Plans").  Of such shares,
options  covering  24,000,000 with respect to which a registration fee of $6,000
has been paid,  have not been  granted  under the 2000 Plans  and,  pursuant  to
Instruction  E to Form S-8,  such  shares  are  carried  forward  to, and deemed
covered by, the  Registration  Statement  on Form S-8 filed on or about the date
hereof in  connection  with the  Company's  2005 Stock  Option Plan and its 2005
Incentive Stock Plan. Also pursuant to Instruction E to Form S-8, the filing fee
is being paid only with  respect to the  shares of Common  Stock not  previously
registered.

                                        1
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,
          2004, 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, 2004,  consisting of the
          Company's Quarterly Report on Form 10-Q for the period ended March 31,
          2005;  Current Reports on Form 8-K filed January 11, 2005, January 25,
          2005, January 26, 2005,  February 4, 2005, February 8, 2005, March 17,
          2005, April 18, 2005, April 26, 2005, April 28, 2005 and May 10, 2005;
          Current Reports on Form 8-K filed on May 2, 2005 and Current Report on
          Form 8-K/A filed on May 2, 2005.

     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 validity of the  securities  has been passed upon by William D. Eggers,
Senior  Vice  President  and  General  Counsel  for  the  Company.   Mr.  Eggers
beneficially  owns  Common  Stock and options to  purchase  Common  Stock of the
Company granted under the Plans.

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

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.
               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.

                                      11-2
(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 13th day of May, 2005.

                                       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 May 13th,  2005 by the  following  persons in
the capacities indicated:

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

     /S/  WENDELL P. WEEKS                President, Chief
     -------------------------            Executive Officer and Director
         (Wendell P. Weeks)               (Principal Executive Officer)

     /S/  JAMES B. FLAWS                  Vice Chairman, Chief
     -------------------------            Financial Officer and Director
         (James B. Flaws)                 (Principal Financial Officer)

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

                        *                 Chairman of the Board
     --------------------------
         (James R. Houghton)

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

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

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

                        *                 Director
     ---------------------------
         (Jeremy R. Knowles)

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

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

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

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

                        *                  Director
     ---------------------------
         (Eugene C. Sit)

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

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

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

  *By /S/  WILLIAM D. EGGERS
  ------------------------------
       (William D. Eggers)
        Attorney-in-fact

                                      II-5
EXHIBIT INDEX
Exhibit                                                                Page
Number           Description                                          Number
------           -----------                                          ------

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
11-6
EXHIBIT 5.1

                        [Corning Incorporated Letterhead]

                                                        May 13, 2005

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  91,000,000  shares of the
Company's  Common  Stock,  $.50 par  value,  which  may be issued or sold by the
Company  pursuant to its 2005 Stock  Option Plan and 2005  Incentive  Stock Plan
(the "Plans") 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 the shares of the Company's
Common Stock to be issued by the Company  pursuant to the Plans,  have been duly
authorized, and upon issuance, delivery and payment therefore in accordance with
the terms of the Plans, will be validly issued, fully paid and non-assessable.

     My opinion expressed above is 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 in "Interests of Named Experts and Counsel" in the Registration Statement.

                                                        Very truly yours,

                                                        /S/  WILLIAM D. EGGERS
EXHIBIT 23.2

            Consent of Independent Registered Public Accounting Firm

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  February  22, 2005  relating to the
financial statements,  financial statement schedule,  management's assessment of
the  effectiveness  of  internal  control  over  financial   reporting  and  the
effectiveness  of internal  control over financial  reporting,  which appears in
Corning  Incorporated's  Annual Report on Form 10-K for the year ended  December
31, 2004.

/S/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
New York, New York

May 13, 2005
EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________

     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.

                                                         /s/  John Seely Brown
                                                         ----------------------
                                                              John Seely Brown
EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________

     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.

                                                       /s/ Gordon Gund
                                                       ------------------------
                                                       Gordon Gund
EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________

     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.

                                                       /s/ John M. Hennessy
                                                       ------------------------
                                                       John M. Hennessy
EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________

     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.

                                                      /s/ James R. Houghton
                                                      --------------------------
                                                      James R. Houghton
EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________

     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.

                                                       /s/ James J. O'Connor
                                                       ------------------------
                                                       James J. O'Connor
EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________

     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.

                                                       /s/ Jeremy R. Knowles
                                                       -------------------------
                                                       Jeremy R. Knowles
EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________

     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.

                                                     /s/ Deborah D. Rieman
                                                     --------------------------
                                                     Deborah D. Rieman
EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________

     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.

                                                       /s/ H. Onno Ruding
                                                       ------------------------
                                                       H. Onno Ruding
EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________

     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 9th
day of February, 2005.

                                                         /s/ Eugene C. Sit
                                                         ----------------------
                                                         Eugene C. Sit
EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________

     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.

                                                 /s/ William D. Smithburg
                                                 ------------------------------
                                                 William D. Smithburg
EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________

     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.

                                                   /s/ Peter F. Volanakis
                                                   ----------------------------
                                                   Peter F. Volanakis
EXHIBIT 24.1

                              CORNING INCORPORATED

                           __________________________

                                POWER OF ATTORNEY

                           __________________________

     KNOW ALL 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, 2004, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents thereto,  including,  but not limited to, the Form 11-K Annual Reports
of the  Corporation's  401(k) Plans and similar plans  pursuant to the 1934 Act,
and all amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in  connection  with its  registration  under the 1934 Act;  and (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 2nd
of February, 2005.

                                                   /s/ Hansel E. Tookes II
                                                   ----------------------------
                                                   Hansel E. Tookes II