Registration No.
                                     
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                             _________________

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   under
                        THE SECURITIES ACT OF 1933
                             _________________

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

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

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

                1998 WORLDWIDE EMPLOYEE SHARE PURCHASE PLAN
                         (Full title of the plan)
                             _________________

                             William D. Eggers
                           Senior Vice President
                            and General Counsel
                           Corning Incorporated
                          Corning, New York 14831
                              (607) 974-5656
        (Name, address, and telephone number of agent for service)
                             _________________

<TABLE>
                      CALCULATION OF REGISTRATION FEE




<CAPTION>
<S>           <C>            <C>               <C>                  <C>
Title of
securities                   Proposed maximum  Proposed maximum     Amount of
being         Amount being   offering price    aggregate            registration
registered    registered     per share         offering price <F2>  fee                          
________________________________________________________________________________
Common Stock, par value
$.50 per share..2,000,000 shs.<F1> $30.00      $60,000,000          $17,700

<FN>
<F1>  Plus  such  indeterminate number of shares of Common Stock as  may  be
      required  in the event of an adjustment as a result of an increase  in
      the  number  of issued shares of Common Stock resulting  from  certain
      stock dividends or a reclassification of the Common Stock.
<F2>  Estimated solely for the purpose of calculating the registration fee.
</FN>
</TABLE>

<PAGE>

                INFORMATION NOT REQUIRED IN THE PROSPECTUS

  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,  1997, of Corning Incorporated (the "Company"),  as
     amended by Amendment No. 1 on Form 10-K/A filed on July 8,  1998,
     filed pursuant to Section 13(a) of the  Exchange Act.
     
        2.  All other reports filed by the Company pursuant to Section
     13(a)  or  15(d)  of  the Exchange Act since December  31,  1997,
     consisting of the Company's Quarterly Report on Form 10-Q for the
     periods ended March 31, 1998 and June 30, 1998, respectively, and 
     Current Reports on Form 8-K dated January 28, 1998, April 13, 1998, 
     April 17, 1998 and July 21, 1998, respectively.
     
        3. The registration statement on Form 8-A filed by the Company
     on  July  11, 1996 which contains a description of the  Company's
     Preferred Share Purchase Rights Plan.
     
             All  documents filed by the Company pursuant to  sections
     13(a)  or  15(d) of the Securities Exchange Act of 1934 prior  to
     the filing of a post-effective Amendment which indicates that all
     securities  offered  have  been sold  or  which  deregisters  all
     securities   then  remaining  unsold  shall  be  deemed   to   be
     incorporated by reference  in this Registration Statement and  to
     be a part hereof from the date of filing of such documents.
     
     Item 5.  Interests of Named Experts and Counsel
     
             The  consolidated financial statements of Corning and  of
     Dow   Corning  Corporation  incorporated  by  reference  in  this
     Registration Statement by reference to Corning's Annual Report on
     Form  10-K  for  the  fiscal year ended  December  31,  1997,  as
     amended on July 8, 1998,  have been so incorporated in reliance on the 
     report of PricewaterhouseCoopers LLP, independent accountants, given on 
     the authority  of  said firm as experts in auditing  and  accounting.
     William  D.  Eggers,  Esq.,  Senior Vice  President  and  General
     Counsel  of  the  Company, has rendered  an  opinion  as  to  the
     legality  of  the shares of the Common Stock offered pursuant  to
     this  Registration Statement.  Mr. Eggers owns substantially less
     than 1% of the Common Stock.
     
     Item 6.  Indemnification of Directors and Officers
     
          Under the Business Corporation Law of the State of New York
     ("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.

<PAGE>

          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.

          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 Sections 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 arising under the Securities Act, which
     might be incurred by them in such capacities.
     
     Item 8.  Exhibits
     
     5.1     Opinion of William D. Eggers, Senior Vice President and 
             General Counsel.
     
     23.1    Consent of PricewaterhouseCoopers LLP.

     23.2    Consent of William D. Eggers, Esq. (included in Exhibit 5.1).
     
     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, represent a fundamental change  in  the
                        information  set  forth in the registration  statement.
                        Notwithstanding the foregoing, any increase or
                        decrease in volume of securities offered (if the  total
                        dollar  value  of securities offered would  not  exceed
                        that which was registered) and any deviation from  the
                        low  or  high  end  of the estimated  maximum  offering
                        range  may be reflected in the form of prospectus filed
                        with the Commission pursuant to Rule 424(b) if, in  the
                        aggregate,  the  changes in volume and price  represent
                        no  more  than  a  20% change in the maximum  aggregate
                        offering  price  set  forth  in  the  "Calculation   of
                        Registration  Fee" table in the effective  registration
                        statement.
     
                (iii)   To include any material information with respect to 
                        the plan of distribution not previously disclosed in 
                        the registration statement or any material change to
                        such information in the registration statement;
     
           Provided, however, that paragraphs (a)(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.
     

<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 21st day of August, 1998.
     
                                           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 August 21, 1998 
     by the following persons in the capacities and on the dates indicated:
     
     
          Signature                   Capacity
     
     
        /s/  ROGER G. ACKERMAN         Chairman of the Board,
          (Roger G. Ackerman)          Principal Executive
                                       Officer and Director
     
         /s/   JAMES B. FLAWS          Senior Vice President, Treasurer  
          (James  B.  Flaws)              and Principal Financial Officer


        /s/  KATHERINE A. ASBECK       Vice President, Controller and
            (Katherine  A.  Asbeck)       Principal Accounting Officer
     
     
                                       Director
          (Robert Barker)
     
                  *                    Director
          (John Seely Brown)
     
                  *                    Director
          (Van C. Campbell)
     
                                       Director
          (Lawrence S. Eagleburger)
     
     
<PAGE>

          Signature                   Capacity
     
     
                 *                    Director
         (John H. Foster) 

                 *                    Director         
         (Norman E. Garrity)                   

                 *                    Director     
         (Gordon  Gund)

                 *                    Director
         (John M. Hennessy)

                 *                    Director
         (James R. Houghton)
     
                 *                    Director
          (James W. Kinnear)
     
                 *                    Director
          (John W. Loose)
     
                 *                    Director
          (James J. O'Connor)
     
                 *                    Director
          (Catherine A. Rein)
     
                 *                    Director
          (Henry Rosovsky)
      
                 *                    Director
          (H. Onno Ruding)
     
                 *                    Director    
          (William D.  Smithburg)


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


<PAGE>

                               EXHIBIT INDEX

     Exhibit
     Number         Description

     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

<PAGE>

                                                           EXHIBIT 5.1


                                             August 21, 1998


Securities and Exchange Commission
450 Fifth Street, N.W.
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 under the Securities Act of 1933, as
amended, with respect to an aggregate of 2,000,000 shares of the Company's
Common Stock, $.50 par value, which may be sold by the Company pursuant to
its 1998 Worldwide Employee Share Purchase Plan (the "Plan").

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

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

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

     2.   The shares of the Company's Common Stock to be sold by the Company
          pursuant to the Plan have been duly authorized, and when issued and 
          sold in accordance with the Plan will be, validly issued, fully paid 
          and non-assessable.

     3.   The Plan is not a qualified plan under Section 401(a) of the Internal
          Revenue Code of 1986, as amended, and is not subject to the 
          provisions of the Employee Retirement Income Security Act of 1974.

     I 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 such
     Registration Statement.
     
                                             Very truly yours,

                                             /s/ William D. Eggers


<PAGE>

                    CONSENT OF INDEPENDENT ACCOUNTANTS

          We hereby consent to the incorporation by reference in this 
     Registration Statement on Form S-8 of our report dated January 28, 1998, 
     except for the first paragraph of Note 1, as to which the date is June 30,
     1998, which appears on Page 3 of the Corning Incorporated Form 10-K/A 
     for the year ended December 31, 1997.  We also consent to the
     incorporation by reference of our report dated January 21, 1998
     on the financial statements of Dow Corning Corporation, which
     appears on Page 34 of the Corning Incorporated Form 10-K/A for the 
     year ended December 31, 1997.  We also consent to the reference to us 
     under the heading "Interests of Named Experts and Counsel" in this 
     Registration Statement.
     
     
     
                                         /s/  PRICEWATERHOUSECOOPERS LLP
                                        PricewaterhouseCoopers LLP
     
     
     
     
     
     
     
     
     1177 Avenue of the Americas
     New York, NY  10036
     August 20, 1998
     
     
<PAGE>    
     
                                                               EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________


     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
20th day of July, 1998.



                                /s/  ROGER G. ACKERMAN
                              Roger G. Ackerman




<PAGE>



                                                               EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________


     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
25th day of July, 1998.



                                /s/  JOHN SEELY BROWN
                              John Seely Brown




<PAGE>
                                     
                                     
                                                               EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________


     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
29th day of July, 1998.



                                /s/  VAN C. CAMPBELL
                              Van C. Campbell


<PAGE>



                                                               EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________


     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
31st day of July, 1998.



                                /s/  JOHN H. FOSTER
                              John H. Foster



<PAGE>


                                                               EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________


     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
17th day of July, 1998.



                                /s/  NORMAN E. GARRITY
                              Norman E. Garrity



<PAGE>


                                                               EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________


     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
27th day of July, 1998.



                                /s/  GORDON GUND
                              Gordon Gund



<PAGE>


                                                               EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________


     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
20th day of July, 1998.



                                /s/  JOHN M. HENNESSY
                              John M. Hennessy



<PAGE>


                                                               EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________


     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
22nd day of July, 1998.



                                /s/  JAMES R. HOUGHTON
                              James R. Houghton


<PAGE>



                                                               EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________


     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
27th day of July, 1998.



                                /s/  JAMES W. KINNEAR
                              James W. Kinnear



<PAGE>


                                                               EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________


     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
21st day of July, 1998.



                                /s/  JOHN W. LOOSE
                              John W. Loose



<PAGE>


                                                               EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________


     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
20th day of July, 1998.



                                /s/  JAMES J. O'CONNOR
                              James J. O'Connor


<PAGE>



                                                               EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________


     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
21st day of July, 1998.



                                /s/  CATHERINE A. REIN
                              Catherine A. Rein


<PAGE>



                                                               EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________


     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
21st day of July, 1998.



                                /s/  HENRY ROSOVSKY
                              Henry Rosovsky


<PAGE>



                                                               EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________


     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
21st day of July, 1998.



                                /s/  H. ONNO RUDING
                              H. Onno Ruding


<PAGE>



                                                               EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________


     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
22nd day of July, 1998.



                                /s/  WILLIAM D. SMITHBURG
                              William D. Smithburg
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 55590}]
{"company-data": {"conformed-name": "CORNING INC /NY", "cik": "0000024741", "assigned-sic": "3220", "irs-number": "160393470", "state-of-incorporation": "NY", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61975", "film-number": "98695393"}, "business-address": {"street1": "ONE RIVERFRONT PLAZA", "city": "CORNING", "state": "NY", "zip": "14831", "phone": "6079749000"}, "former-company": [{"former-conformed-name": "CORNING INC /NY /   CORNING LAB SERVICES INC", "date-changed": "19930713"}, {"former-conformed-name": "CORNING GLASS WORKS", "date-changed": "19890512"}]}
Registration No.
                                     
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                             _________________

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   under
                        THE SECURITIES ACT OF 1933
                             _________________

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

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

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

                1998 WORLDWIDE EMPLOYEE SHARE PURCHASE PLAN
                         (Full title of the plan)
                             _________________

                             William D. Eggers
                           Senior Vice President
                            and General Counsel
                           Corning Incorporated
                          Corning, New York 14831
                              (607) 974-5656
        (Name, address, and telephone number of agent for service)
                             _________________

                      CALCULATION OF REGISTRATION FEE
Title of
securities                   Proposed maximum  Proposed maximum     Amount of
being         Amount being   offering price    aggregate            registration
registered    registered     per share         offering price
fee                          
________________________________________________________________________________
Common Stock, par value
$.50 per share..2,000,000 shs.
$30.00      $60,000,000          $17,700
Plus  such  indeterminate number of shares of Common Stock as  may  be
      required  in the event of an adjustment as a result of an increase  in
      the  number  of issued shares of Common Stock resulting  from  certain
      stock dividends or a reclassification of the Common Stock.
Estimated solely for the purpose of calculating the registration fee.
INFORMATION NOT REQUIRED IN THE PROSPECTUS

  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,  1997, of Corning Incorporated (the "Company"),  as
     amended by Amendment No. 1 on Form 10-K/A filed on July 8,  1998,
     filed pursuant to Section 13(a) of the  Exchange Act.
     
        2.  All other reports filed by the Company pursuant to Section
     13(a)  or  15(d)  of  the Exchange Act since December  31,  1997,
     consisting of the Company's Quarterly Report on Form 10-Q for the
     periods ended March 31, 1998 and June 30, 1998, respectively, and 
     Current Reports on Form 8-K dated January 28, 1998, April 13, 1998, 
     April 17, 1998 and July 21, 1998, respectively.
     
        3. The registration statement on Form 8-A filed by the Company
     on  July  11, 1996 which contains a description of the  Company's
     Preferred Share Purchase Rights Plan.
     
             All  documents filed by the Company pursuant to  sections
     13(a)  or  15(d) of the Securities Exchange Act of 1934 prior  to
     the filing of a post-effective Amendment which indicates that all
     securities  offered  have  been sold  or  which  deregisters  all
     securities   then  remaining  unsold  shall  be  deemed   to   be
     incorporated by reference  in this Registration Statement and  to
     be a part hereof from the date of filing of such documents.
     
     Item 5.  Interests of Named Experts and Counsel
     
             The  consolidated financial statements of Corning and  of
     Dow   Corning  Corporation  incorporated  by  reference  in  this
     Registration Statement by reference to Corning's Annual Report on
     Form  10-K  for  the  fiscal year ended  December  31,  1997,  as
     amended on July 8, 1998,  have been so incorporated in reliance on the 
     report of PricewaterhouseCoopers LLP, independent accountants, given on 
     the authority  of  said firm as experts in auditing  and  accounting.
     William  D.  Eggers,  Esq.,  Senior Vice  President  and  General
     Counsel  of  the  Company, has rendered  an  opinion  as  to  the
     legality  of  the shares of the Common Stock offered pursuant  to
     this  Registration Statement.  Mr. Eggers owns substantially less
     than 1% of the Common Stock.
     
     Item 6.  Indemnification of Directors and Officers
     
          Under the Business Corporation Law of the State of New York
     ("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.

          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 Sections 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 arising under the Securities Act, which
     might be incurred by them in such capacities.
     
     Item 8.  Exhibits
     
     5.1     Opinion of William D. Eggers, Senior Vice President and 
             General Counsel.
     
     23.1    Consent of PricewaterhouseCoopers LLP.

     23.2    Consent of William D. Eggers, Esq. (included in Exhibit 5.1).
     
     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, represent a fundamental change  in  the
                        information  set  forth in the registration  statement.
                        Notwithstanding the foregoing, any increase or
                        decrease in volume of securities offered (if the  total
                        dollar  value  of securities offered would  not  exceed
                        that which was registered) and any deviation from  the
                        low  or  high  end  of the estimated  maximum  offering
                        range  may be reflected in the form of prospectus filed
                        with the Commission pursuant to Rule 424(b) if, in  the
                        aggregate,  the  changes in volume and price  represent
                        no  more  than  a  20% change in the maximum  aggregate
                        offering  price  set  forth  in  the  "Calculation   of
                        Registration  Fee" table in the effective  registration
                        statement.
     
                (iii)   To include any material information with respect to 
                        the plan of distribution not previously disclosed in 
                        the registration statement or any material change to
                        such information in the registration statement;
     
           Provided, however, that paragraphs (a)(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.
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 21st day of August, 1998.
     
                                           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 August 21, 1998 
     by the following persons in the capacities and on the dates indicated:
     
     
          Signature                   Capacity
     
     
        /s/  ROGER G. ACKERMAN         Chairman of the Board,
          (Roger G. Ackerman)          Principal Executive
                                       Officer and Director
     
         /s/   JAMES B. FLAWS          Senior Vice President, Treasurer  
          (James  B.  Flaws)              and Principal Financial Officer

        /s/  KATHERINE A. ASBECK       Vice President, Controller and
            (Katherine  A.  Asbeck)       Principal Accounting Officer
     
     
                                       Director
          (Robert Barker)
     
                  *                    Director
          (John Seely Brown)
     
                  *                    Director
          (Van C. Campbell)
     
                                       Director
          (Lawrence S. Eagleburger)
Signature                   Capacity
     
     
                 *                    Director
         (John H. Foster) 

                 *                    Director         
         (Norman E. Garrity)                   

                 *                    Director     
         (Gordon  Gund)

                 *                    Director
         (John M. Hennessy)

                 *                    Director
         (James R. Houghton)
     
                 *                    Director
          (James W. Kinnear)
     
                 *                    Director
          (John W. Loose)
     
                 *                    Director
          (James J. O'Connor)
     
                 *                    Director
          (Catherine A. Rein)
     
                 *                    Director
          (Henry Rosovsky)
      
                 *                    Director
          (H. Onno Ruding)
     
                 *                    Director    
          (William D.  Smithburg)

     *By   /s/  WILLIAM D. EGGERS
          (William D. Eggers)
           Attorney-in-fact
EXHIBIT INDEX

     Exhibit
     Number         Description

     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
EXHIBIT 5.1

                                             August 21, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
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 under the Securities Act of 1933, as
amended, with respect to an aggregate of 2,000,000 shares of the Company's
Common Stock, $.50 par value, which may be sold by the Company pursuant to
its 1998 Worldwide Employee Share Purchase Plan (the "Plan").

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

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

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

     2.   The shares of the Company's Common Stock to be sold by the Company
          pursuant to the Plan have been duly authorized, and when issued and 
          sold in accordance with the Plan will be, validly issued, fully paid 
          and non-assessable.

     3.   The Plan is not a qualified plan under Section 401(a) of the Internal
          Revenue Code of 1986, as amended, and is not subject to the 
          provisions of the Employee Retirement Income Security Act of 1974.

     I 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 such
     Registration Statement.
     
                                             Very truly yours,

                                             /s/ William D. Eggers
CONSENT OF INDEPENDENT ACCOUNTANTS

          We hereby consent to the incorporation by reference in this 
     Registration Statement on Form S-8 of our report dated January 28, 1998, 
     except for the first paragraph of Note 1, as to which the date is June 30,
     1998, which appears on Page 3 of the Corning Incorporated Form 10-K/A 
     for the year ended December 31, 1997.  We also consent to the
     incorporation by reference of our report dated January 21, 1998
     on the financial statements of Dow Corning Corporation, which
     appears on Page 34 of the Corning Incorporated Form 10-K/A for the 
     year ended December 31, 1997.  We also consent to the reference to us 
     under the heading "Interests of Named Experts and Counsel" in this 
     Registration Statement.
     
     
     
                                         /s/  PRICEWATERHOUSECOOPERS LLP
                                        PricewaterhouseCoopers LLP
     
     
     
     
     
     
     
     
     1177 Avenue of the Americas
     New York, NY  10036
     August 20, 1998
EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________

     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
20th day of July, 1998.

                                /s/  ROGER G. ACKERMAN
                              Roger G. Ackerman
EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________

     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
25th day of July, 1998.

                                /s/  JOHN SEELY BROWN
                              John Seely Brown
EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________

     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
29th day of July, 1998.

                                /s/  VAN C. CAMPBELL
                              Van C. Campbell
EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________

     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
31st day of July, 1998.

                                /s/  JOHN H. FOSTER
                              John H. Foster
EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________

     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
17th day of July, 1998.

                                /s/  NORMAN E. GARRITY
                              Norman E. Garrity
EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________

     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
27th day of July, 1998.

                                /s/  GORDON GUND
                              Gordon Gund
EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________

     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
20th day of July, 1998.

                                /s/  JOHN M. HENNESSY
                              John M. Hennessy
EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________

     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
22nd day of July, 1998.

                                /s/  JAMES R. HOUGHTON
                              James R. Houghton
EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________

     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
27th day of July, 1998.

                                /s/  JAMES W. KINNEAR
                              James W. Kinnear
EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________

     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
21st day of July, 1998.

                                /s/  JOHN W. LOOSE
                              John W. Loose
EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________

     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
20th day of July, 1998.

                                /s/  JAMES J. O'CONNOR
                              James J. O'Connor
EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________

     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
21st day of July, 1998.

                                /s/  CATHERINE A. REIN
                              Catherine A. Rein
EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________

     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
21st day of July, 1998.

                                /s/  HENRY ROSOVSKY
                              Henry Rosovsky
EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________

     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
21st day of July, 1998.

                                /s/  H. ONNO RUDING
                              H. Onno Ruding
EXHIBIT 24.1
                           CORNING INCORPORATED

                        __________________________

                             POWER OF ATTORNEY

                        __________________________

     KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or
any one of them, his true and lawful attorneys and agents, in the name and
on behalf of the undersigned, to do any and all acts and things and execute
any and all instruments which the said attorneys and agents, or any one of
them, may deem necessary or advisable to enable Corning Incorporated to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities
Act of 1933 of up to 2,000,000 shares of the Common Stock of Corning
Incorporated to be offered and sold by Corning Incorporated in connection
with its 1998 Worldwide Employee Share Purchase Plan, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned in his capacity as
Director and/or Officer of Corning Incorporated to one or more Registration
Statements (on whatever form or forms may be determined to be appropriate)
to be filed with the Securities and Exchange Commission in respect of said
shares of Common Stock,  to any and all amendments to the said Registration
Statements, including Post-Effective Amendments, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND
CONFIRMING all that said attorneys and agents, or any one of them, shall do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
22nd day of July, 1998.

                                /s/  WILLIAM D. SMITHBURG
                              William D. Smithburg