Registration No.

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                          _______________________
                                     
                                 FORM S-8
                          REGISTRATION STATEMENT
                                   under
                        THE SECURITIES ACT OF 1933
                          _______________________
                                     
                           CORNING INCORPORATED
          (Exact name of registrant as specified in its charter)
                                     
     New York                                             16-0393470
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

     Corning, New York                                        14831
(Address of principal executive offices)                   (Zip Code)
                         ______________________
                                     
             CORNING INCORPORATED SUPPLEMENTAL INVESTMENT PLAN
                            (Full title of plan)
                          ______________________
                                     
                            William C. Ughetta
                           Senior Vice President
                            and General Counsel
                           Corning Incorporated
                            Corning, NY  14831
                              (607) 974-9000
        (Name, address, and telephone number of agent for service)
                           _____________________
<TABLE>                                     
                      CALCULATION OF REGISTRATION FEE
_________________________________________________________________________________________________
<CAPTION>
                                       Proposed maximum    Proposed maximum   Amount of
Title of Securities   Amount being     offering price      aggregate          registration
being registered<F1>  registered       per obligation      offering price<F2> fee
_________________________________________________________________________________________________
<S>                   <C>              <C>                 <C>                <C>       
Deferred Compensation
Obligations    ...... $10,000,000      100%                $10,000,000        $3,031
_________________________________________________________________________________________________
<FN>
<F1> The Deferred Compensation Obligations are unsecured obligations of
     Corning Incorporated to pay deferred compensation in the future in
     accordance with the terms of the Supplemental Investment Plan.
<F2> Estimated solely for the purpose of calculating the registration fee.
</FN>
</TABLE>
<PAGE>       
           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
Item 3.   Incorporation of Documents by Reference

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

     1.   The Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, of Corning Incorporated (the "Company")
filed pursuant to Section 13(a) of the Exchange Act.

     2.   All other reports filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since
December 31, 1996, consisting of the Company's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 1997 and
the Company's Current Reports on Form 8-K dated January 13, 1997,
January 27, 1997 and April 15, 1997.

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

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

Item 4.   Description of Securities

     $10,000,000 of Deferred Compensation obligations (the
"Obligations") being registered under this Registration Statement
may be offered to certain eligible employees of the Company and
its subsidiaries pursuant to the Supplemental Investment Plan
(the "Plan") of the Company.

     The Obligations are general unsecured obligations of the
Company to pay deferred compensation in the future in accordance
with the terms of the Plan from the general asseets of the
Company and rank pari passu with other unsecured and
unsubordinated indebtedness of the Company from time to time
outstanding.

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

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

     The Obligations are not convertible into any other security
of the Company.  The Obligations will not have the benefit of a
negative pledge or any other affirmative or negative covenant of
the Company.  No trustee has been appointed having the authority
to take action with respect to the Obligations.
Item 5.   Interests of Named Experts and Counsel

     William C. Ughetta, Esq., Senior Vice President and General
Counsel of Corning, has rendered an opinion as to the legality of
the Obligations offered hereby.  Mr. Ughetta is eleigible to
participate in the Supplemental Investment Plan.

     The consolidated financial statements of Corning and of Dow
Corning Corporation incorporated in this Registration Statement
by reference to Corning's Annual Report on Form 10-K for the year
ended December 31, 1996 have been so incorporated in reliance on
the reports of Price Waterhouse LLP, independent accountants,
given on the authority of said firm as experts in auditing and
accounting.

Item 6.   Indemnification of Directors and Officers

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

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

     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.

<PAGE>

Item 8.   Exhibits

      4.1 Supplemental Investment Plan

      5.1 Opinion of William C. Ughetta, Esq. Senior Vice
          President and General Counsel

     23.1 Consent of William C. Ughetta, Esq. (included in
          Exhibit 5).

     23.2 Consent of Price Waterhouse LLP.

     24.1 Powers of Attorney.

<PAGE>
Item 9.   Undertakings

     (a)  The undersigned registrant hereby undertakes;

          (1)  To file, during any period in which offers or
          sales are being made, a post-effective amendment to
          this registration statement:
          
               (i)  To include any prospectus required by section
                    10(a)(3) of the Securities Act of 1933;
          
               (ii) To reflect in the prospectus any facts or
                    events arising after the effective date of
                    the registration statement (or the most
                    recent post-effective amendment thereof)
                    which, individually or in the aggregate,
                    represent a fundamental change in the
                    information set forth in the registration
                    statement.  Notwithstanding the foregoing,
                    any increase or decrease in volume of
                    securities offered (if the total dollar value
                    of securities offered would not exceed that
                    which was registered) and any deviation from
                    the low or high end of the estimated maximum
                    offering range may be reflected in the form
                    of prospectus filed with the Commission
                    pursuant to Rule 424(b) if in the aggregate
                    the changes in volume and price represent no
                    more than a 20% change in the maximum
                    aggregate offering price set forth in the
                    "Calculation of Registration Fee" table in
                    the effective registration statement;
               
               (iii)     To include any material information with
                    respect to the plan of distribution not
                    previously disclosed in the registration
                    statement or any material change to such
                    information in the registration statement.
          
          Provided, however, that paragraphs (a)(1)(i) and
          (a)(1)(ii) do not apply if the registration statement
          is on Form S-3 or Form S-8 and the information required
          to be included in a post-effective amendment by those
          paragraphs is contained in periodic reports filed by
          the registrant pursuant to section 13 or section 15(d)
          of the Securities Exchange Act of 1934 that are
          incorporated by reference in the registration
          statement.
     
          (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-
          effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.
     
          (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)  Insofar as indemnification for liabilities arising
     under the Securities Act of 1933 may be permitted to
     directors, officers and controlling persons of the
     registrant pursuant to the foregoing provisions, or
     otherwise, the registrant has been advised that in the
     opinion of the Securities and Exchange Commission such
     indemnification is against public policy as expressed in the
     Act and is, therefore, unenforceable.  In the event that a
     claim for indemnification against such liabilities (other
     than the payment by the registrant of expenses incurred or
     paid by a director, officer or controlling person of the
     registrant in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being
     registered, the registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed
     by the final adjudication of such issue.
     
     
     
     
<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 30th day of April, 1997.

                              Corning Incorporated
                              (Registrant)

                              by   /s/ William C. Ughetta
                                  William C. Ughetta, Senior Vice
President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on April 30, 1997 by
the following persons in the capacities indicated:

     Signature                          Capacity

     /s/ Roger G. Ackerman         Chairman of the  Board,
     (Roger G. Ackerman)           Principal Executive Officer and Director

     /s/ Van C. Campbell           Vice Chairman,
     (Van C. Campbell)             Principal Financial Officer and Director

     /s/ James B. Flaws            Vice President, Controller
     (James B. Flaws)              and Principal Accounting Officer

          *                        Director
     (Robert Barker)

          *                        Director
     (John Seely Brown)

          *                        Director
     (Lawrence S. Eagleburger)

          *                        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 C. Ughetta
     (William C. Ughetta)
     Attorney-in-fact

<PAGE>
                          EXHIBIT INDEX
                                

Exhibit
Number                                  Description

 4.1           Supplemental Investment Plan

 5.1           Opinion of William C. Ughetta, Esq. Senior Vice
               President and General Counsel

23.1           Consent of William C. Ughetta, Esq. (included in
               Exhibit 5).

23.2           Consent of Price Waterhouse LLP.

24.1           Powers of Attorney.


<PAGE>
                                                      EXHIBIT 4.1
                                
                      CORNING INCORPORATED
                                
                  SUPPLEMENTAL INVESTMENT PLAN



     Corning Incorporated hereby establishes, effective January
1, 1997, this Corning Incorporated Supplemental Investment Plan
to permit Eligible Employees to defer under this Plan a portion
of their compensation to supplement contributions they make to
the Corning Incorporated Investment Plan.

                           ARTICLE ONE
                                
                           Definitions

1.1  "Board" means the Board of Directors of Corning
Incorporated.

1.2  "Code" means the Internal Revenue Code of 1986, as amended,
     and regulations issued thereunder.

1.3  "Committee" means the Supplemental Investment Plan Committee
     appointed by the Board.

1.4  "Company" means Corning Incorporated.

1.5  "Company Stock Fund" means an investment fund option that is
     invested, actually or hypothetically, primarily in any class
     of Corning common stock or Corning preferred stock that is
     convertible into Corning common stock.

1.6  "Compensation" means the sum of an Eligible Employee's base
     salary and bonuses without regard to the limitations
     prescribed in Code Section 401(a)(17).  As used in this
     Plan, base salary means base salary, sales commissions and
     IOC and DCA cash awards; bonus means goalsharing awards and
     annual Variable Compensation awards that are not deferred
     under the Company's Bonus Deferral Plan.

1.7  "Effective Date" means January 1, 1997.

1.8  "Employee" or "Eligible Employee" means any employee of the
     Company who meets the eligibility requirements of Section
     3.1.

1.9  "Investment Plan" means the Corning Incorporated Investment
     Plan for Salaried Employees as amended from time to time.

1.10 "Plan" means this Corning Incorporated Supplemental
     Investment Plan.

1.11 "Plan Year" or "Year" means the calendar year.

1.12 "Trustee" means any trustee the Board may designate if it
     determines, in its sole discretion, to establish a trust
     fund for the purpose of paying Plan benefits.

                           ARTICLE TWO
                                
                         Purpose of Plan

2.1  The purpose of this Plan is to afford Eligible Employees who
     are prevented from making additional contributions to the
     Investment Plan because of Code limitations the opportunity
     to defer additional amounts to this Plan and for the Company
     to contribute additional amounts on behalf of these
     Employees.

                          ARTICLE THREE
                                
                           Eligibility

3.1  An Employee shall be an Eligible Employee and be entitled to
     participate in this Plan during any Plan Year that (a) such
     employee is on the Corning payroll for the Year; (b) such
     employee is a participant in the Investment Plan for the
     year and the employee's contributions to the Investment Plan
     have reached the maximum allowed for that Year under the
     contribution limits of Code Section 402(g)(i); (c) such
     employee belongs to a select group of management or highly-
     compensated employees as provided for in Title I of the
     Employee Retirement Income Security Act of 1974, as amended
     ("ERISA"); and (d) such employee's total annual cash
     Compensation from the Company for the Plan Year has exceeded
     $150,000 (or such higher figure as indexed for inflation
     under the rules of Code Section 401(a)(17)).

                          ARTICLE FOUR
                                
                          Contributions

4.1  Employee Contributions.  An Eligible Employee may contribute
     to this Plan in a Plan Year any amount up to 15 percent of
     his or her Compensation in excess of the amount determined
     under Section 3.1(d) during the Plan Year that is earned
     after the Eligible Employee has made the maximum allowable
     pre-tax contributions to the Investment Plan.  All Employee
     contributions shall be pre-tax and shall be made by salary
     reduction in accordance with the deferral election rules of
     Section 4.3.

4.2  Company Allocations.

     (a)  Matching Allocations.  If any portion of an Eligible
     Employee's contributions under Section 4.1 consists of
     amounts that would have been matched by the Company under
     the Investment Plan but for a Code limitation on
     contributions, the Company will credit matching allocations
     to the Employee under this Plan with respect to such amounts
     at the same level and under the terms as specified in the
     Investment Plan.  Matching allocations will be credited
     separately with respect to salary and bonus deferrals
     instead of being based on deferrals in the aggregate; an
     Eligible Employee will not be credited with a maximum match
     unless he or she contributes at least five percent of
     earnings from both components of income (i.e., salary and
     bonuses).

     (b)  Bonus Matching Allocations.  Each Plan Year, the
     Company shall allocate on behalf of each Employee who elects
     to invest his or her own contributions in the Company Stock
     Fund an amount equal to 15 percent of the Employee's
     contributions that he or she directs to the Company Stock
     Fund.

     (c)  Allocations for Long-Service Employees.  Each Plan
     Year, the Company shall allocate on behalf of each of its
     Eligible Employees who has nine or more years of service as
     of the preceding December 31 and who is making contributions
     to this Plan for the Year, an amount equal to 1.175 percent
     of the Eligible Employee's Compensation for the Year reduced
     by the amount the Company contributes as a mandatory
     contribution to the Investment Plan for the Year.

4.3  Deferral Election for Employee Contributions.  An Eligible
     Employee may defer Compensation under this Plan only by
     making a written election with the Company before the
     beginning of the calendar year for which the deferrals will
     be effective provided that for the first year an Employee
     becomes eligible to participate, the election may be made at
     any time up to 30 days after the date the Employee becomes
     eligible.  Such written election shall include:  (a) the
     amount to be deferred; and (b) the payment method for
     receiving his or her retirement benefits.  The terms of this
     election shall be irrevocable except that a new election
     form may be filed with respect to future deferrals under
     such terms as the Eligible Employee may elect and except
     that the form of benefit payments may be changed consistent
     with Section 6.1.

     An Eligible Employee shall make separate elections with
     respect to deferrals of base salary and with respect to
     deferrals of bonuses.  New elections shall be required each
     Year for bonus deferrals but elections for deferrals of base
     salary shall continue in effect indefinitely unless changed
     by subsequent election prior to the beginning of a Year.

     Notwithstanding the foregoing, any deferral election may be
     terminated by an Eligible Employee for the purpose of
     halting deferrals for the balance of a Plan Year.  In
     addition, in the event of financial need, an Eligible
     Employee may reduce his or her level of base salary
     deferrals provided that only one such reduction is permitted
     in any Plan Year.  A reduction shall be effective as of the
     first business day of the month requested or as soon as
     administratively practicable thereafter.
                                
                          ARTICLE FIVE
                                
                 Investment of Employee Accounts

5.1  Investment of Deferred Amounts.  The Committee shall
     establish the same investment options under this Plan as are
     available from time to time under the Investment Plan.
     These options may be in the form of:  (1) hypothetical
     accounts whose performance shall track the returns of the
     comparable Investment Plan options; (2) actual funds held by
     the Company; or (3) actual funds held by a Trustee appointed
     by the Board.  In any event, Eligible Employees shall be
     entitled to state their preferences concerning where their
     individual accounts will be invested.

     Notwithstanding the objective of establishing identical
     investment options under this plan as exist in the
     Investment Plan, the Committee may in its sole discretion
     establish independent rules under this Plan concerning the
     investment of Employee deferrals in the Company Stock Fund,
     e.g., by prohibiting such investments altogether, by
     prohibiting persons subject to Section 16(b)'s short-swing
     profits rules from making such investments or by otherwise
     regulating the terms of investing in the Company Stock Fund.

     The Company shall have the ultimate obligation to pay out
     all deferred amounts plus the earnings thereon in accordance
     with the terms of this Plan.  In order to meet its
     obligations under this Plan, the Company may appoint a
     Trustee and direct such Trustee to establish individual
     investment accounts for each Eligible Employee.  The Trustee
     shall be empowered to invest such accounts and any earnings
     thereon in such investments (not to include securities of
     the Trustee) as may be designated by the Committee.  In the
     event a Trustee is appointed to invest Employee accounts,
     the Committee shall be responsible for directing how the
     accounts are to be invested, taking into account Employee
     preferences.  If no Trustee is appointed, the Committee
     shall establish bookkeeping accounts and credit earnings to
     such accounts in accordance with such Investment Plan
     benchmarks as may be established from time to time.

5.2  Investment of Company Allocations.  All Company allocations
     under Section 4.2 shall be invested in the Company Stock
     Fund and shall be subject to such investment and transfer
     restrictions as apply from time to time to comparable
     contributions made under the Investment Plan.

5.3  Restrictions on Company Stock Fund.  All amounts invested
     initially in the Company Stock Fund shall remain so invested
     provided that an Eligible Employee may transfer funds out of
     the Company Stock Fund at such time and under such terms and
     conditions as the Employee may transfer funds held in
     Company stock under the Investment Plan.

5.4  Rollover of Other Deferred Compensation Accounts.  The
     Committee may in its sole discretion direct the transfer of
     amounts deferred by an Eligible Employee under another
     unfunded deferred compensation plan of the Company to the
     Eligible Employee's account under this Plan.  Such transfer
     shall be made for the purpose of commonly investing the
     deferred amounts under a single investment arrangement.  Any
     such transfer of assets shall be permitted only to the
     extent that the assets are of a type which can be invested
     under this Plan.  No transfer of assets shall change the
     terms of any deferred compensation election made by the
     Eligible Employee with respect to such transferred assets.
     However, to the extent consistent with any election on the
     other unfunded deferred compensation arrangement's election
     form, the terms of this Plan and any associated trust
     agreement shall govern such transferred amounts.

5.5  Limitations on Assignment of Benefits.  The Company's
     purpose in creating separate participant accounts is to
     provide comfort to Eligible Employees that the deferred
     amounts will be available to pay benefits when due.
     However, each Eligible Employee's account under the trust
     shall be subject to the claims of the Company's creditors in
     the event of the Company's insolvency or bankruptcy as
     provided in the trust agreement.  Notwithstanding the
     foregoing, the benefits payable under this Plan shall not
     revert to the Company or be subject to the Company's
     creditors prior to insolvency or bankruptcy, nor shall they
     be subject in any way to anticipation, alienation, sale,
     transfer, assignment, pledge, encumbrance, charge,
     garnishment, execution or levy of any kind by the Eligible
     Employee, his beneficiary or the creditors of either,
     including any such liability as may arise from the Eligible
     Employee's bankruptcy.

5.6  Unfunded Nature of Plan.  Notwithstanding any investment
     arrangements that may be established, it is intended that
     this Plan shall be treated as an unfunded plan of deferred
     compensation as this term is used in Title I of ERISA and it
     shall be administered accordingly.

                           ARTICLE SIX
                                
                            Benefits

6.1  Vesting.  An Eligible Employee's contributions under Section
     4.1, the Company's allocations for long-service Employees
     under Section 4.2(c) and the earnings on all such
     contributions are 100 percent vested at all times.  The
     Company's matching allocations and bonus matching
     allocations under Sections 4.2(a) and (b) and earnings
     thereon shall become vested in accordance with the terms and
     conditions in effect from time to time for the vesting of
     Company matching and bonus matching contributions under the
     Investment Plan.

6.2  Timing and Form of Benefit Payments.

     (a)  Retirement Benefits.  If an Eligible Employee
     terminates employment at any time on or after the date the
     Employee satisfies the age and service requirements under
     the Company's Pension Plan to receive an early or normal
     retirement pension benefit, the amounts accumulated in an
     Eligible Employee's account shall be paid in full or shall
     commence within 30 days of the six-month anniversary of his
     or her retirement or as soon thereafter as administratively
     practicable.  Account balances may be paid in cash or in
     property in either a lump sum or in annual installment
     payments of substantially equal amounts over a five-year
     period.  The election of the form of payment shall be made
     initially at the time of the deferral election as specified
     in Section 4.3.  The form of payment may be changed by an
     Employee's written election to the Committee at any time up
     to 18 months prior to termination of employment.  Any change
     made within 18 months of an Employee's termination date
     shall be disregarded by the Committee.  If no valid election
     concerning the form of benefits is in effect, the Employee's
     entire account balance shall be paid in a lump sum amount.

     (b)  Death Benefits.  In the event of an Eligible Employee's
     death, his or her account balance shall be payable to his or
     her designated beneficiary without penalty which may be a
     natural person, a trust or an estate.  An Eligible Employee
     shall designate his or her beneficiary in writing on a form
     acceptable to the Committee.  The filing of any beneficiary
     designation form shall have the effect of automatically
     revoking any beneficiary designation form filed previously.
     The consent of a previously-designated beneficiary shall not
     be a prerequisite for an Eligible Employee to file a new
     beneficiary designation form.

     If death occurs while the Eligible Employee is receiving
     installment payments, the remainder of such installment
     payments shall continue to be paid to his or her designated
     beneficiary provided that the Company may in its sole
     discretion pay the remaining interest of the Employee to his
     or her beneficiary in a lump sum payment.

     With respect to deaths which occur prior to an Eligible
     Employee's commencing receipt of benefits, the Employee
     shall be entitled to designate either a lump sum or a five-
     year installment form of payment to be made to the
     designated beneficiary.  If no election is made, the payment
     shall be made in a lump sum amount.

     All death benefits shall commence or be made in full as soon
     as administratively practicable following the date of the
     Eligible Employee's death.  If a beneficiary is not validly
     designated, or is not living or cannot be found at the date
     of payment, any amount payable pursuant to this Plan shall
     be paid to the estate of the Eligible Employee in a lump sum
     amount.

     (c)  Disability Benefits.  In the event an Eligible Employee
     suffers a disability (as the term disability is defined in
     the Investment Plan), the Employee's interest under this
     Plan shall commence within 30 days of the determination of
     disability or as soon thereafter as administratively
     practicable and shall be paid without penalty in the form of
     substantially equal annual installments over a five-year
     period, provided that the Committee shall have the
     discretion to shorten the payment period or to pay benefits
     in a lump sum if the Employee has a financial need for such
     alternative payments.

     (d)  Benefits Payable Other Than on Account of Retirement or
     Death.  If an Eligible Employee's termination of employment
     occurs for any reason other than retirement of employment or
     death as described in the preceding subsections, the
     Eligible Employee's entire interest under this Plan shall be
     paid out without penalty in a single lump sum payment within
     30 days following termination of employment or as soon
     thereafter as administratively practicable.

6.3  In-Service Withdrawals.  Notwithstanding the time of payment
     provisions set forth in Section 6.2, vested benefits may be
     paid earlier in the sole discretion of the Committee on
     account of an unforeseeable emergency.  For this purpose, an
     unforeseeable emergency means an unanticipated emergency
     that is caused by an event beyond the control of the
     Eligible Employee or the Employee's beneficiary and that
     would result in severe financial hardship to the affected
     individual if early withdrawal were not permitted.  The
     amount that may be paid on account of hardship is limited to
     the amount necessary to meet the emergency.

     Notwithstanding the time of payment provisions set forth in
     Section 6.2, vested benefits may also be paid earlier upon
     assessment of a financial penalty.  In the event an in-
     service distribution is made for any reason other than
     unforeseeable emergency as described above, the Eligible
     Employee's account shall be reduced by 10 percent of the
     amount of the withdrawal.  The 10 percent penalty may be
     assessed against any one or more of the Eligible Employee's
     investment funds as the Committee may determine.

6.4  Source of Benefit Payments.  Subject to the claims of the
     Company's creditors, the Company or the Trustee, as the case
     may be, shall pay benefits in accordance with the
     Committee's directions.  If a trust is established and the
     Trustee holds insufficient funds to pay the deferred
     amounts, adjusted for the earnings (and losses) on them, the
     Company shall have the obligation to pay such amounts to the
     Eligible Employees.  Such payments shall be made from the
     general assets of the Company.

                          ARTICLE SEVEN
                                
                  Administration and Procedures

7.1  Plan Administration.  The Board, Trustee and Committee
     possess certain specified powers, duties, responsibilities
     and obligations under the Plan and trust.  It is intended
     under this Plan that each be solely responsible for the
     proper exercise of its own functions and that each shall not
     be responsible for any act or failure to act of another.

7.2  Establishment of Accounts.  The Committee shall establish
     and maintain individual accounts for each Eligible Employee,
     which accounts shall record all activities with respect to
     the accounts, including contributions, adjustments for
     earnings (and losses), and withdrawals.  The Committee shall
     determine the benefits due each Employee from this Plan and
     shall direct them to be paid by the Company or the Trustee
     accordingly.

7.3  Committee Authority.  The Committee has sole discretion to
     determine the eligibility of employees to participate in
     this Plan, to determine their eligibility for and the amount
     of their benefits, to interpret the Plan, to adopt rules
     relating to its administration and to take any other action
     it deems appropriate to administer the Plan.  The decisions
     made by, and the actions taken by, the Committee in the
     administration of this Plan shall be final and conclusive on
     all persons.  Except for their willful disregard of their
     duties, the members of the Committee shall not be subject to
     individual liability with respect to this Plan.

7.4  Committee Communications.  The Committee shall inform each
     Employee of any deferral, investment and beneficiary
     elections which the Employee may possess and shall record
     such choices along with such other information as may be
     necessary to administer the Plan.
                                
                          ARTICLE EIGHT
                                
                    Amendment and Termination

8.1  Company's Authority.  While it intends to maintain this Plan
     in conjunction with the Investment Plan for as long as
     necessary to achieve its purposes, the Company reserves the
     right to amend or to terminate the Plan at any time for
     whatever reason it may deem appropriate.  No Plan amendment
     shall accelerate the payment of amounts previously deferred
     or provide for additional benefits.

8.2  Company Obligations for Benefits.  Notwithstanding the
     preceding Section, the Company hereby makes a contractual
     commitment to pay to its Employees the benefits accrued
     under this Plan to the extent it is financially capable of
     meeting such obligations.

                          ARTICLE NINE
                                
                          Miscellaneous

9.1  Relationship to Employment.  Nothing contained in this Plan
     shall be construed as a contract of employment between the
     Company and the Employee, or as a right of any Employee to
     be continued in the employment of the Company, or as a
     limitation on the right of the Company to discharge any of
     its Employees, with or without cause.

9.2  Coordination with the Investment Plan.  If questions
     concerning the interpretation or administration of this Plan
     arise that are not governed by the terms set forth in this
     document, or that are governed by this Plan but are
     ambiguous, the terms of the Investment Plan will govern to
     the extent they are consistent with the terms and purposes
     of this Plan.

9.3  Governing Law.  This Plan shall be interpreted and enforced
     in accordance with the laws of the State of New York.

     IN WITNESS WHEREOF, the Company has caused this Plan
document to be executed by its duly authorized officer this
______ day of _______________, 1996.


                         CORNING INCORPORATED



                         By:  _______________________________

                         Title:  ______________________________


<PAGE>
                                                      EXHIBIT 5.1


Corning Incorporated
Corning, New York  14831

April 30, 1997



To the Board of Directors of
Corning Incorporated



Gentlemen:

     I am Senior Vice President and General Counsel of Corning
Incorporated, a New York corporation ("Corning"), 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 Deferred Compensation Obligations which may be offered
by Corning pursuant to the Supplemental Investment Plan of
Corning (the "Plan").

     In this connection, I have examined the originals, or copies
certified to my satisfaction, of such corporate records of Corning,
certificates of public officials and officers of Corning, 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.   Corning is a corporation duly incorporated and validly
          existing under the laws of the State of New York;

     2.   The Deferred Compensation Obligations to be offered by
          Corning pursuant to the Plan, when issued or sold in
          accordance with the Plan, will be valid and binding
          obligations of Corning, enforceable in accordance with their
          terms, except as enforcement thereof may be limited by
          bankruptcy, insolvency or other laws of general
          applicability relating to or affecting the enforcement of
          creditors rights or by general principles of equity.

     I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement referred to above and further consent to
the use of my name in "Interests of Named Experts and Counsel" in such
Registration Statement.

                                   Very truly yours,

                                   /s/ William C. Ughetta




<PAGE>                                                                 
                                                     EXHIBIT 23.2
                                                                 
               CONSENT OF INDEPENDENT ACCOUNTANTS
                                
                                
     We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
January 27, 1997 which appears on Page 22 of the Corning
Incorporated 1996 Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.  We also consent to the incorporation by
reference of our report dated January 21, 1997 on the financial
statements of Dow Corning Corporation, which appears on Page 57
of the Corning Incorporated Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.  We also consent to the
reference to us under the heading "Interest of Named Experts and
Counsel" in this Registration Statement.


                                        /s/Price Waterhouse LLP
                                        PRICE WATERHOUSE LLP


1177 Avenue of the Americas
New York, NY  10036
April 29, 1997

<PAGE>
                      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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.



                                   /s/ James R. Houghton
                                   JAMES R. HOUGHTON



h:\poa\supp.poa

<PAGE>
                      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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 7th day of April, 1997.



                                   /s/ Roger G. Ackerman
                                   ROGER G. ACKERMAN



h:\poa\supp.poa
<PAGE>

                      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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 7th day of April, 1997.



                                   /s/ Van C. Campbell
                                   VAN C. CAMPBELL



h:\poa\supp.poa
<PAGE>
                      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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 7th day of April, 1997.



                                   /s/ Robert Barker
                                   ROBERT BARKER



<PAGE>
                      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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 2nd day of April, 1997.



                                   /s/ John Seely Brown
                                   JOHN SEELY BROWN



<PAGE>
                      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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.



                                   /s/ Lawrence S. Eagleburger
                                   LAWRENCE S. EAGLEBURGER



<PAGE>
                      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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.



                                   /s/ John H. Foster
                                   JOHN H. FOSTER



h:\poa\supp.poa

<PAGE>
                      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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.



                                   /s/ Norman E. Garrity
                                   NORMAN E. GARRITY



h:\poa\supp.poa
<PAGE>

                      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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.



                                   /s/ Gordon Gund
                                   GORDON GUND



h:\poa\supp.poa

<PAGE>                      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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 3rd day of April, 1997.



                                   /s/ John M. Hennessy
                                   JOHN M. HENNESSY




<PAGE>
                      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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.



                                   /s/ James W. Kinnear
                                   JAMES W. KINNEAR



<PAGE>
                      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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.



                                   /s/ John W. Loose
                                   JOHN W. LOOSE



<PAGE>
                      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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.



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



<PAGE>
                      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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.



                                   /s/ Catherine A. Rein
                                   CATHERINE A. REIN




<PAGE>
                      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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 March, 1997.



                                   /s/ Henry Rosovsky
                                   HENRY ROSOVSKY



<PAGE>
                      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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.



                                   /s/ H. Onno Ruding
                                   H. ONNO RUDING



h:\poa\supp.poa
<PAGE>
                      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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.



                                   /s/ William D. Smithburg
                                   WILLIAM D. SMITHBURG



h:\poa\supp.poa
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 85137}]
{"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": "333-26151", "film-number": "97590850"}, "business-address": {"street1": "ONE RIVERFRONT PLAZA", "city": "CORNING", "state": "NY", "zip": "14831", "phone": "6079749000"}, "former-company": [{"former-conformed-name": "CORNING INC /NY /   CORNING LAB SERVICES INC", "date-changed": "19930713"}, {"former-conformed-name": "CORNING GLASS WORKS", "date-changed": "19890512"}]}
Registration No.

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                          _______________________
                                     
                                 FORM S-8
                          REGISTRATION STATEMENT
                                   under
                        THE SECURITIES ACT OF 1933
                          _______________________
                                     
                           CORNING INCORPORATED
          (Exact name of registrant as specified in its charter)
                                     
     New York                                             16-0393470
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

     Corning, New York                                        14831
(Address of principal executive offices)                   (Zip Code)
                         ______________________
                                     
             CORNING INCORPORATED SUPPLEMENTAL INVESTMENT PLAN
                            (Full title of plan)
                          ______________________
                                     
                            William C. Ughetta
                           Senior Vice President
                            and General Counsel
                           Corning Incorporated
                            Corning, NY  14831
                              (607) 974-9000
        (Name, address, and telephone number of agent for service)
                           _____________________
                                     
                      CALCULATION OF REGISTRATION FEE
_________________________________________________________________________________________________
Proposed maximum    Proposed maximum   Amount of
Title of Securities   Amount being     offering price      aggregate          registration
being registered
registered       per obligation      offering price
fee
_________________________________________________________________________________________________
Deferred Compensation
Obligations    ...... $10,000,000      100%                $10,000,000        $3,031
_________________________________________________________________________________________________
The Deferred Compensation Obligations are unsecured obligations of
     Corning Incorporated to pay deferred compensation in the future in
     accordance with the terms of the Supplemental Investment Plan.
Estimated solely for the purpose of calculating the registration fee.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
Item 3.   Incorporation of Documents by Reference

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

     1.   The Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, of Corning Incorporated (the "Company")
filed pursuant to Section 13(a) of the Exchange Act.

     2.   All other reports filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since
December 31, 1996, consisting of the Company's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 1997 and
the Company's Current Reports on Form 8-K dated January 13, 1997,
January 27, 1997 and April 15, 1997.

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

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

Item 4.   Description of Securities

     $10,000,000 of Deferred Compensation obligations (the
"Obligations") being registered under this Registration Statement
may be offered to certain eligible employees of the Company and
its subsidiaries pursuant to the Supplemental Investment Plan
(the "Plan") of the Company.

     The Obligations are general unsecured obligations of the
Company to pay deferred compensation in the future in accordance
with the terms of the Plan from the general asseets of the
Company and rank pari passu with other unsecured and
unsubordinated indebtedness of the Company from time to time
outstanding.

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

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

     The Obligations are not convertible into any other security
of the Company.  The Obligations will not have the benefit of a
negative pledge or any other affirmative or negative covenant of
the Company.  No trustee has been appointed having the authority
to take action with respect to the Obligations.
Item 5.   Interests of Named Experts and Counsel

     William C. Ughetta, Esq., Senior Vice President and General
Counsel of Corning, has rendered an opinion as to the legality of
the Obligations offered hereby.  Mr. Ughetta is eleigible to
participate in the Supplemental Investment Plan.

     The consolidated financial statements of Corning and of Dow
Corning Corporation incorporated in this Registration Statement
by reference to Corning's Annual Report on Form 10-K for the year
ended December 31, 1996 have been so incorporated in reliance on
the reports of Price Waterhouse LLP, independent accountants,
given on the authority of said firm as experts in auditing and
accounting.

Item 6.   Indemnification of Directors and Officers

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

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

     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

      4.1 Supplemental Investment Plan

      5.1 Opinion of William C. Ughetta, Esq. Senior Vice
          President and General Counsel

     23.1 Consent of William C. Ughetta, Esq. (included in
          Exhibit 5).

     23.2 Consent of Price Waterhouse LLP.

     24.1 Powers of Attorney.
Item 9.   Undertakings

     (a)  The undersigned registrant hereby undertakes;

          (1)  To file, during any period in which offers or
          sales are being made, a post-effective amendment to
          this registration statement:
          
               (i)  To include any prospectus required by section
                    10(a)(3) of the Securities Act of 1933;
          
               (ii) To reflect in the prospectus any facts or
                    events arising after the effective date of
                    the registration statement (or the most
                    recent post-effective amendment thereof)
                    which, individually or in the aggregate,
                    represent a fundamental change in the
                    information set forth in the registration
                    statement.  Notwithstanding the foregoing,
                    any increase or decrease in volume of
                    securities offered (if the total dollar value
                    of securities offered would not exceed that
                    which was registered) and any deviation from
                    the low or high end of the estimated maximum
                    offering range may be reflected in the form
                    of prospectus filed with the Commission
                    pursuant to Rule 424(b) if in the aggregate
                    the changes in volume and price represent no
                    more than a 20% change in the maximum
                    aggregate offering price set forth in the
                    "Calculation of Registration Fee" table in
                    the effective registration statement;
               
               (iii)     To include any material information with
                    respect to the plan of distribution not
                    previously disclosed in the registration
                    statement or any material change to such
                    information in the registration statement.
          
          Provided, however, that paragraphs (a)(1)(i) and
          (a)(1)(ii) do not apply if the registration statement
          is on Form S-3 or Form S-8 and the information required
          to be included in a post-effective amendment by those
          paragraphs is contained in periodic reports filed by
          the registrant pursuant to section 13 or section 15(d)
          of the Securities Exchange Act of 1934 that are
          incorporated by reference in the registration
          statement.
     
          (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-
          effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.
     
          (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)  Insofar as indemnification for liabilities arising
     under the Securities Act of 1933 may be permitted to
     directors, officers and controlling persons of the
     registrant pursuant to the foregoing provisions, or
     otherwise, the registrant has been advised that in the
     opinion of the Securities and Exchange Commission such
     indemnification is against public policy as expressed in the
     Act and is, therefore, unenforceable.  In the event that a
     claim for indemnification against such liabilities (other
     than the payment by the registrant of expenses incurred or
     paid by a director, officer or controlling person of the
     registrant in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being
     registered, the registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed
     by the final adjudication of such issue.
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 30th day of April, 1997.

                              Corning Incorporated
                              (Registrant)

                              by   /s/ William C. Ughetta
                                  William C. Ughetta, Senior Vice
President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on April 30, 1997 by
the following persons in the capacities indicated:

     Signature                          Capacity

     /s/ Roger G. Ackerman         Chairman of the  Board,
     (Roger G. Ackerman)           Principal Executive Officer and Director

     /s/ Van C. Campbell           Vice Chairman,
     (Van C. Campbell)             Principal Financial Officer and Director

     /s/ James B. Flaws            Vice President, Controller
     (James B. Flaws)              and Principal Accounting Officer

          *                        Director
     (Robert Barker)

          *                        Director
     (John Seely Brown)

          *                        Director
     (Lawrence S. Eagleburger)

          *                        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 C. Ughetta
     (William C. Ughetta)
     Attorney-in-fact
EXHIBIT INDEX
                                

Exhibit
Number                                  Description

 4.1           Supplemental Investment Plan

 5.1           Opinion of William C. Ughetta, Esq. Senior Vice
               President and General Counsel

23.1           Consent of William C. Ughetta, Esq. (included in
               Exhibit 5).

23.2           Consent of Price Waterhouse LLP.

24.1           Powers of Attorney.
EXHIBIT 4.1
                                
                      CORNING INCORPORATED
                                
                  SUPPLEMENTAL INVESTMENT PLAN

     Corning Incorporated hereby establishes, effective January
1, 1997, this Corning Incorporated Supplemental Investment Plan
to permit Eligible Employees to defer under this Plan a portion
of their compensation to supplement contributions they make to
the Corning Incorporated Investment Plan.

                           ARTICLE ONE
                                
                           Definitions

1.1  "Board" means the Board of Directors of Corning
Incorporated.

1.2  "Code" means the Internal Revenue Code of 1986, as amended,
     and regulations issued thereunder.

1.3  "Committee" means the Supplemental Investment Plan Committee
     appointed by the Board.

1.4  "Company" means Corning Incorporated.

1.5  "Company Stock Fund" means an investment fund option that is
     invested, actually or hypothetically, primarily in any class
     of Corning common stock or Corning preferred stock that is
     convertible into Corning common stock.

1.6  "Compensation" means the sum of an Eligible Employee's base
     salary and bonuses without regard to the limitations
     prescribed in Code Section 401(a)(17).  As used in this
     Plan, base salary means base salary, sales commissions and
     IOC and DCA cash awards; bonus means goalsharing awards and
     annual Variable Compensation awards that are not deferred
     under the Company's Bonus Deferral Plan.

1.7  "Effective Date" means January 1, 1997.

1.8  "Employee" or "Eligible Employee" means any employee of the
     Company who meets the eligibility requirements of Section
     3.1.

1.9  "Investment Plan" means the Corning Incorporated Investment
     Plan for Salaried Employees as amended from time to time.

1.10 "Plan" means this Corning Incorporated Supplemental
     Investment Plan.

1.11 "Plan Year" or "Year" means the calendar year.

1.12 "Trustee" means any trustee the Board may designate if it
     determines, in its sole discretion, to establish a trust
     fund for the purpose of paying Plan benefits.

                           ARTICLE TWO
                                
                         Purpose of Plan

2.1  The purpose of this Plan is to afford Eligible Employees who
     are prevented from making additional contributions to the
     Investment Plan because of Code limitations the opportunity
     to defer additional amounts to this Plan and for the Company
     to contribute additional amounts on behalf of these
     Employees.

                          ARTICLE THREE
                                
                           Eligibility

3.1  An Employee shall be an Eligible Employee and be entitled to
     participate in this Plan during any Plan Year that (a) such
     employee is on the Corning payroll for the Year; (b) such
     employee is a participant in the Investment Plan for the
     year and the employee's contributions to the Investment Plan
     have reached the maximum allowed for that Year under the
     contribution limits of Code Section 402(g)(i); (c) such
     employee belongs to a select group of management or highly-
     compensated employees as provided for in Title I of the
     Employee Retirement Income Security Act of 1974, as amended
     ("ERISA"); and (d) such employee's total annual cash
     Compensation from the Company for the Plan Year has exceeded
     $150,000 (or such higher figure as indexed for inflation
     under the rules of Code Section 401(a)(17)).

                          ARTICLE FOUR
                                
                          Contributions

4.1  Employee Contributions.  An Eligible Employee may contribute
     to this Plan in a Plan Year any amount up to 15 percent of
     his or her Compensation in excess of the amount determined
     under Section 3.1(d) during the Plan Year that is earned
     after the Eligible Employee has made the maximum allowable
     pre-tax contributions to the Investment Plan.  All Employee
     contributions shall be pre-tax and shall be made by salary
     reduction in accordance with the deferral election rules of
     Section 4.3.

4.2  Company Allocations.

     (a)  Matching Allocations.  If any portion of an Eligible
     Employee's contributions under Section 4.1 consists of
     amounts that would have been matched by the Company under
     the Investment Plan but for a Code limitation on
     contributions, the Company will credit matching allocations
     to the Employee under this Plan with respect to such amounts
     at the same level and under the terms as specified in the
     Investment Plan.  Matching allocations will be credited
     separately with respect to salary and bonus deferrals
     instead of being based on deferrals in the aggregate; an
     Eligible Employee will not be credited with a maximum match
     unless he or she contributes at least five percent of
     earnings from both components of income (i.e., salary and
     bonuses).

     (b)  Bonus Matching Allocations.  Each Plan Year, the
     Company shall allocate on behalf of each Employee who elects
     to invest his or her own contributions in the Company Stock
     Fund an amount equal to 15 percent of the Employee's
     contributions that he or she directs to the Company Stock
     Fund.

     (c)  Allocations for Long-Service Employees.  Each Plan
     Year, the Company shall allocate on behalf of each of its
     Eligible Employees who has nine or more years of service as
     of the preceding December 31 and who is making contributions
     to this Plan for the Year, an amount equal to 1.175 percent
     of the Eligible Employee's Compensation for the Year reduced
     by the amount the Company contributes as a mandatory
     contribution to the Investment Plan for the Year.

4.3  Deferral Election for Employee Contributions.  An Eligible
     Employee may defer Compensation under this Plan only by
     making a written election with the Company before the
     beginning of the calendar year for which the deferrals will
     be effective provided that for the first year an Employee
     becomes eligible to participate, the election may be made at
     any time up to 30 days after the date the Employee becomes
     eligible.  Such written election shall include:  (a) the
     amount to be deferred; and (b) the payment method for
     receiving his or her retirement benefits.  The terms of this
     election shall be irrevocable except that a new election
     form may be filed with respect to future deferrals under
     such terms as the Eligible Employee may elect and except
     that the form of benefit payments may be changed consistent
     with Section 6.1.

     An Eligible Employee shall make separate elections with
     respect to deferrals of base salary and with respect to
     deferrals of bonuses.  New elections shall be required each
     Year for bonus deferrals but elections for deferrals of base
     salary shall continue in effect indefinitely unless changed
     by subsequent election prior to the beginning of a Year.

     Notwithstanding the foregoing, any deferral election may be
     terminated by an Eligible Employee for the purpose of
     halting deferrals for the balance of a Plan Year.  In
     addition, in the event of financial need, an Eligible
     Employee may reduce his or her level of base salary
     deferrals provided that only one such reduction is permitted
     in any Plan Year.  A reduction shall be effective as of the
     first business day of the month requested or as soon as
     administratively practicable thereafter.
                                
                          ARTICLE FIVE
                                
                 Investment of Employee Accounts

5.1  Investment of Deferred Amounts.  The Committee shall
     establish the same investment options under this Plan as are
     available from time to time under the Investment Plan.
     These options may be in the form of:  (1) hypothetical
     accounts whose performance shall track the returns of the
     comparable Investment Plan options; (2) actual funds held by
     the Company; or (3) actual funds held by a Trustee appointed
     by the Board.  In any event, Eligible Employees shall be
     entitled to state their preferences concerning where their
     individual accounts will be invested.

     Notwithstanding the objective of establishing identical
     investment options under this plan as exist in the
     Investment Plan, the Committee may in its sole discretion
     establish independent rules under this Plan concerning the
     investment of Employee deferrals in the Company Stock Fund,
     e.g., by prohibiting such investments altogether, by
     prohibiting persons subject to Section 16(b)'s short-swing
     profits rules from making such investments or by otherwise
     regulating the terms of investing in the Company Stock Fund.

     The Company shall have the ultimate obligation to pay out
     all deferred amounts plus the earnings thereon in accordance
     with the terms of this Plan.  In order to meet its
     obligations under this Plan, the Company may appoint a
     Trustee and direct such Trustee to establish individual
     investment accounts for each Eligible Employee.  The Trustee
     shall be empowered to invest such accounts and any earnings
     thereon in such investments (not to include securities of
     the Trustee) as may be designated by the Committee.  In the
     event a Trustee is appointed to invest Employee accounts,
     the Committee shall be responsible for directing how the
     accounts are to be invested, taking into account Employee
     preferences.  If no Trustee is appointed, the Committee
     shall establish bookkeeping accounts and credit earnings to
     such accounts in accordance with such Investment Plan
     benchmarks as may be established from time to time.

5.2  Investment of Company Allocations.  All Company allocations
     under Section 4.2 shall be invested in the Company Stock
     Fund and shall be subject to such investment and transfer
     restrictions as apply from time to time to comparable
     contributions made under the Investment Plan.

5.3  Restrictions on Company Stock Fund.  All amounts invested
     initially in the Company Stock Fund shall remain so invested
     provided that an Eligible Employee may transfer funds out of
     the Company Stock Fund at such time and under such terms and
     conditions as the Employee may transfer funds held in
     Company stock under the Investment Plan.

5.4  Rollover of Other Deferred Compensation Accounts.  The
     Committee may in its sole discretion direct the transfer of
     amounts deferred by an Eligible Employee under another
     unfunded deferred compensation plan of the Company to the
     Eligible Employee's account under this Plan.  Such transfer
     shall be made for the purpose of commonly investing the
     deferred amounts under a single investment arrangement.  Any
     such transfer of assets shall be permitted only to the
     extent that the assets are of a type which can be invested
     under this Plan.  No transfer of assets shall change the
     terms of any deferred compensation election made by the
     Eligible Employee with respect to such transferred assets.
     However, to the extent consistent with any election on the
     other unfunded deferred compensation arrangement's election
     form, the terms of this Plan and any associated trust
     agreement shall govern such transferred amounts.

5.5  Limitations on Assignment of Benefits.  The Company's
     purpose in creating separate participant accounts is to
     provide comfort to Eligible Employees that the deferred
     amounts will be available to pay benefits when due.
     However, each Eligible Employee's account under the trust
     shall be subject to the claims of the Company's creditors in
     the event of the Company's insolvency or bankruptcy as
     provided in the trust agreement.  Notwithstanding the
     foregoing, the benefits payable under this Plan shall not
     revert to the Company or be subject to the Company's
     creditors prior to insolvency or bankruptcy, nor shall they
     be subject in any way to anticipation, alienation, sale,
     transfer, assignment, pledge, encumbrance, charge,
     garnishment, execution or levy of any kind by the Eligible
     Employee, his beneficiary or the creditors of either,
     including any such liability as may arise from the Eligible
     Employee's bankruptcy.

5.6  Unfunded Nature of Plan.  Notwithstanding any investment
     arrangements that may be established, it is intended that
     this Plan shall be treated as an unfunded plan of deferred
     compensation as this term is used in Title I of ERISA and it
     shall be administered accordingly.

                           ARTICLE SIX
                                
                            Benefits

6.1  Vesting.  An Eligible Employee's contributions under Section
     4.1, the Company's allocations for long-service Employees
     under Section 4.2(c) and the earnings on all such
     contributions are 100 percent vested at all times.  The
     Company's matching allocations and bonus matching
     allocations under Sections 4.2(a) and (b) and earnings
     thereon shall become vested in accordance with the terms and
     conditions in effect from time to time for the vesting of
     Company matching and bonus matching contributions under the
     Investment Plan.

6.2  Timing and Form of Benefit Payments.

     (a)  Retirement Benefits.  If an Eligible Employee
     terminates employment at any time on or after the date the
     Employee satisfies the age and service requirements under
     the Company's Pension Plan to receive an early or normal
     retirement pension benefit, the amounts accumulated in an
     Eligible Employee's account shall be paid in full or shall
     commence within 30 days of the six-month anniversary of his
     or her retirement or as soon thereafter as administratively
     practicable.  Account balances may be paid in cash or in
     property in either a lump sum or in annual installment
     payments of substantially equal amounts over a five-year
     period.  The election of the form of payment shall be made
     initially at the time of the deferral election as specified
     in Section 4.3.  The form of payment may be changed by an
     Employee's written election to the Committee at any time up
     to 18 months prior to termination of employment.  Any change
     made within 18 months of an Employee's termination date
     shall be disregarded by the Committee.  If no valid election
     concerning the form of benefits is in effect, the Employee's
     entire account balance shall be paid in a lump sum amount.

     (b)  Death Benefits.  In the event of an Eligible Employee's
     death, his or her account balance shall be payable to his or
     her designated beneficiary without penalty which may be a
     natural person, a trust or an estate.  An Eligible Employee
     shall designate his or her beneficiary in writing on a form
     acceptable to the Committee.  The filing of any beneficiary
     designation form shall have the effect of automatically
     revoking any beneficiary designation form filed previously.
     The consent of a previously-designated beneficiary shall not
     be a prerequisite for an Eligible Employee to file a new
     beneficiary designation form.

     If death occurs while the Eligible Employee is receiving
     installment payments, the remainder of such installment
     payments shall continue to be paid to his or her designated
     beneficiary provided that the Company may in its sole
     discretion pay the remaining interest of the Employee to his
     or her beneficiary in a lump sum payment.

     With respect to deaths which occur prior to an Eligible
     Employee's commencing receipt of benefits, the Employee
     shall be entitled to designate either a lump sum or a five-
     year installment form of payment to be made to the
     designated beneficiary.  If no election is made, the payment
     shall be made in a lump sum amount.

     All death benefits shall commence or be made in full as soon
     as administratively practicable following the date of the
     Eligible Employee's death.  If a beneficiary is not validly
     designated, or is not living or cannot be found at the date
     of payment, any amount payable pursuant to this Plan shall
     be paid to the estate of the Eligible Employee in a lump sum
     amount.

     (c)  Disability Benefits.  In the event an Eligible Employee
     suffers a disability (as the term disability is defined in
     the Investment Plan), the Employee's interest under this
     Plan shall commence within 30 days of the determination of
     disability or as soon thereafter as administratively
     practicable and shall be paid without penalty in the form of
     substantially equal annual installments over a five-year
     period, provided that the Committee shall have the
     discretion to shorten the payment period or to pay benefits
     in a lump sum if the Employee has a financial need for such
     alternative payments.

     (d)  Benefits Payable Other Than on Account of Retirement or
     Death.  If an Eligible Employee's termination of employment
     occurs for any reason other than retirement of employment or
     death as described in the preceding subsections, the
     Eligible Employee's entire interest under this Plan shall be
     paid out without penalty in a single lump sum payment within
     30 days following termination of employment or as soon
     thereafter as administratively practicable.

6.3  In-Service Withdrawals.  Notwithstanding the time of payment
     provisions set forth in Section 6.2, vested benefits may be
     paid earlier in the sole discretion of the Committee on
     account of an unforeseeable emergency.  For this purpose, an
     unforeseeable emergency means an unanticipated emergency
     that is caused by an event beyond the control of the
     Eligible Employee or the Employee's beneficiary and that
     would result in severe financial hardship to the affected
     individual if early withdrawal were not permitted.  The
     amount that may be paid on account of hardship is limited to
     the amount necessary to meet the emergency.

     Notwithstanding the time of payment provisions set forth in
     Section 6.2, vested benefits may also be paid earlier upon
     assessment of a financial penalty.  In the event an in-
     service distribution is made for any reason other than
     unforeseeable emergency as described above, the Eligible
     Employee's account shall be reduced by 10 percent of the
     amount of the withdrawal.  The 10 percent penalty may be
     assessed against any one or more of the Eligible Employee's
     investment funds as the Committee may determine.

6.4  Source of Benefit Payments.  Subject to the claims of the
     Company's creditors, the Company or the Trustee, as the case
     may be, shall pay benefits in accordance with the
     Committee's directions.  If a trust is established and the
     Trustee holds insufficient funds to pay the deferred
     amounts, adjusted for the earnings (and losses) on them, the
     Company shall have the obligation to pay such amounts to the
     Eligible Employees.  Such payments shall be made from the
     general assets of the Company.

                          ARTICLE SEVEN
                                
                  Administration and Procedures

7.1  Plan Administration.  The Board, Trustee and Committee
     possess certain specified powers, duties, responsibilities
     and obligations under the Plan and trust.  It is intended
     under this Plan that each be solely responsible for the
     proper exercise of its own functions and that each shall not
     be responsible for any act or failure to act of another.

7.2  Establishment of Accounts.  The Committee shall establish
     and maintain individual accounts for each Eligible Employee,
     which accounts shall record all activities with respect to
     the accounts, including contributions, adjustments for
     earnings (and losses), and withdrawals.  The Committee shall
     determine the benefits due each Employee from this Plan and
     shall direct them to be paid by the Company or the Trustee
     accordingly.

7.3  Committee Authority.  The Committee has sole discretion to
     determine the eligibility of employees to participate in
     this Plan, to determine their eligibility for and the amount
     of their benefits, to interpret the Plan, to adopt rules
     relating to its administration and to take any other action
     it deems appropriate to administer the Plan.  The decisions
     made by, and the actions taken by, the Committee in the
     administration of this Plan shall be final and conclusive on
     all persons.  Except for their willful disregard of their
     duties, the members of the Committee shall not be subject to
     individual liability with respect to this Plan.

7.4  Committee Communications.  The Committee shall inform each
     Employee of any deferral, investment and beneficiary
     elections which the Employee may possess and shall record
     such choices along with such other information as may be
     necessary to administer the Plan.
                                
                          ARTICLE EIGHT
                                
                    Amendment and Termination

8.1  Company's Authority.  While it intends to maintain this Plan
     in conjunction with the Investment Plan for as long as
     necessary to achieve its purposes, the Company reserves the
     right to amend or to terminate the Plan at any time for
     whatever reason it may deem appropriate.  No Plan amendment
     shall accelerate the payment of amounts previously deferred
     or provide for additional benefits.

8.2  Company Obligations for Benefits.  Notwithstanding the
     preceding Section, the Company hereby makes a contractual
     commitment to pay to its Employees the benefits accrued
     under this Plan to the extent it is financially capable of
     meeting such obligations.

                          ARTICLE NINE
                                
                          Miscellaneous

9.1  Relationship to Employment.  Nothing contained in this Plan
     shall be construed as a contract of employment between the
     Company and the Employee, or as a right of any Employee to
     be continued in the employment of the Company, or as a
     limitation on the right of the Company to discharge any of
     its Employees, with or without cause.

9.2  Coordination with the Investment Plan.  If questions
     concerning the interpretation or administration of this Plan
     arise that are not governed by the terms set forth in this
     document, or that are governed by this Plan but are
     ambiguous, the terms of the Investment Plan will govern to
     the extent they are consistent with the terms and purposes
     of this Plan.

9.3  Governing Law.  This Plan shall be interpreted and enforced
     in accordance with the laws of the State of New York.

     IN WITNESS WHEREOF, the Company has caused this Plan
document to be executed by its duly authorized officer this
______ day of _______________, 1996.

                         CORNING INCORPORATED

                         By:  _______________________________

                         Title:  ______________________________
EXHIBIT 5.1

Corning Incorporated
Corning, New York  14831

April 30, 1997

To the Board of Directors of
Corning Incorporated

Gentlemen:

     I am Senior Vice President and General Counsel of Corning
Incorporated, a New York corporation ("Corning"), 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 Deferred Compensation Obligations which may be offered
by Corning pursuant to the Supplemental Investment Plan of
Corning (the "Plan").

     In this connection, I have examined the originals, or copies
certified to my satisfaction, of such corporate records of Corning,
certificates of public officials and officers of Corning, 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.   Corning is a corporation duly incorporated and validly
          existing under the laws of the State of New York;

     2.   The Deferred Compensation Obligations to be offered by
          Corning pursuant to the Plan, when issued or sold in
          accordance with the Plan, will be valid and binding
          obligations of Corning, enforceable in accordance with their
          terms, except as enforcement thereof may be limited by
          bankruptcy, insolvency or other laws of general
          applicability relating to or affecting the enforcement of
          creditors rights or by general principles of equity.

     I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement referred to above and further consent to
the use of my name in "Interests of Named Experts and Counsel" in such
Registration Statement.

                                   Very truly yours,

                                   /s/ William C. Ughetta
EXHIBIT 23.2
                                                                 
               CONSENT OF INDEPENDENT ACCOUNTANTS
                                
                                
     We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
January 27, 1997 which appears on Page 22 of the Corning
Incorporated 1996 Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.  We also consent to the incorporation by
reference of our report dated January 21, 1997 on the financial
statements of Dow Corning Corporation, which appears on Page 57
of the Corning Incorporated Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.  We also consent to the
reference to us under the heading "Interest of Named Experts and
Counsel" in this Registration Statement.

                                        /s/Price Waterhouse LLP
                                        PRICE WATERHOUSE LLP

1177 Avenue of the Americas
New York, NY  10036
April 29, 1997
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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.

                                   /s/ James R. Houghton
                                   JAMES R. HOUGHTON

h:\poa\supp.poa
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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 7th day of April, 1997.

                                   /s/ Roger G. Ackerman
                                   ROGER G. ACKERMAN

h:\poa\supp.poa
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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 7th day of April, 1997.

                                   /s/ Van C. Campbell
                                   VAN C. CAMPBELL

h:\poa\supp.poa
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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 7th day of April, 1997.

                                   /s/ Robert Barker
                                   ROBERT BARKER
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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 2nd day of April, 1997.

                                   /s/ John Seely Brown
                                   JOHN SEELY BROWN
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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.

                                   /s/ Lawrence S. Eagleburger
                                   LAWRENCE S. EAGLEBURGER
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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.

                                   /s/ John H. Foster
                                   JOHN H. FOSTER

h:\poa\supp.poa
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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.

                                   /s/ Norman E. Garrity
                                   NORMAN E. GARRITY

h:\poa\supp.poa
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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.

                                   /s/ Gordon Gund
                                   GORDON GUND

h:\poa\supp.poa
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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 3rd day of April, 1997.

                                   /s/ John M. Hennessy
                                   JOHN M. HENNESSY
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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.

                                   /s/ James W. Kinnear
                                   JAMES W. KINNEAR
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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.

                                   /s/ John W. Loose
                                   JOHN W. LOOSE
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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.

                                   /s/ James J. O'Connor
                                   JAMES J. O'CONNOR
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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.

                                   /s/ Catherine A. Rein
                                   CATHERINE A. REIN
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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 March, 1997.

                                   /s/ Henry Rosovsky
                                   HENRY ROSOVSKY
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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.

                                   /s/ H. Onno Ruding
                                   H. ONNO RUDING

h:\poa\supp.poa
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 Van C. Campbell, James B. Flaws,
and  William C. Ughetta, or either 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  all  amounts of its deferred compensation obligations  to  be
offered by Corning Incorporated to its employees and to employees
of  certain  of  its  subsidiaries pursuant to  its  Supplemental
Investment  Plan and any successor 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  to be filed  with  the  Securities  and
Exchange  Commission  in  respect of said  deferred  compensation
obligations,  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 1st day of April, 1997.

                                   /s/ William D. Smithburg
                                   WILLIAM D. SMITHBURG

h:\poa\supp.poa