Registration No. 33_________
               SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                   ______________________
                         Form S-8
                  REGISTRATION STATEMENT
                           under
                   THE SECURITIES ACT OF 1933

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

                     1986 STOCK OPTION PLAN
                     1989 STOCK OPTION PLAN
                     1994 STOCK OPTION PLAN
                    (Full title of the plans)

                      _________________________

                      William C. Ughetta
             Senior Vice President and General Counsel
                       Corning Incorporated
                    Corning, New York  14831
                         (607) 974-8247

    (Name, address and telephone number of agent for service)

                    ________________________

<TABLE>

                 CALCULATION OF REGISTRATION FEE

<CAPTION>
<S>         <C>                <C>              <C>                 <C>
Title of                       Proposed Maximum Proposed Maximum    Amount of
Securites   Amount Being       Offering Price   Aggregate           Registra-
Being       Registered         Per Share        Offering Price<F2>  tion
Registered                                                          Fee


Options to
Purchase
Common Stock
Under
1994Plan    7,000,000 shares<F1>$33.0625      $231,437,500     $79,807
<FN>
<F1> Plus such indeterminate number of shares of Common Stock  as may be
     required in the event of an adjustment as a result of an  increase
     in the number of issued shares of Common  Stock resulting from
     certain stock dividends or a reclassification of the Common Stock.
<F2> Estimated  solely  for  the  purpose  of  calculating  the
     Registration fee.
</FN>
</TABLE>

In  accordance with Rule 429, the Prospectus in this
registration statement  is  a  combined  Prospectus  which
also  relates   to Registration Statement No. 33-12605 and No.
33-30815

<PAGE>

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (File No. 1-3247) are incorporated herein by reference:


1.   The Annual Report on Form 10-K for the fiscal year ended
January 1, 1995, of Corning Incorporated ("Corning" or 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) or 15(d) of the Exchange Act since January 1, 1995, consisting
of the Company's Current Reports on Form 8-K dated January 23, 1995
and January 24, 1995,  respectively.


3.   The Company's Current Report on Form 8-KA dated December 12,
1994 which contains certain historical financial statements of Moran
Research Labs, doing business as Bioran Medical Laboratory
("Bioran").


4.   The registration statement on Form 8-A filed by the Company on
July 8, 1986 which contains a description of the Company's Preferred
Share Purchase Rights Plan and the Registration Statement on Form 8-
A filed by the Company on October 9, 1989 which contains an
amendment of the Company's Preferred Share Purchase Rights Plan.


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


Item 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 shares
of Corning Common Stock offered hereby.  Mr. Ughetta owns
substantially less than 1% of Corning Common Stock.


The consolidated financial statements of the Company and of Dow
Corning Corporation incorporated in this Registration Statement
by reference to Corning's Annual Report on Form 10-K for the fiscal
year ended January 1, 1995, 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.

The financial statements of Bioran as of and for the year ended
December 31, 1993 incorporated in this Registration Statement by
reference to Corning's Current Report on Form 8-KA dated December
12, 1994 have been so incorporated in reliance on the report of
Leverone & Company, certified public 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
Section 715, 717 and 721 through 725 of the NYBCL.

Article  VIII  of  the  registrant's By-Laws  provides  that  the
registrant shall indemnify each director and officer against  all
costs  and  expenses actually and reasonably incurred by  him  in
connection  with  the  defense of  any  claim,  action,  suit  or
proceeding  against him by reason of his being or having  been  a
director  or  officer  of  the  registrant  to  the  full  extent
permitted by, and consistent with, the NYBCL.

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

<PAGE>

Item 8.  List of Exhibits

 5.01     Opinion of Counsel.

23.01     Consent of Counsel (included in Exhibit 5.01).

23.02     Consent of Price Waterhouse LLP

23.03     Consent of Leverone & Company

24.01     Powers of Attorney.




Item 9.  Undertakings

(a)  The undersigned registrant hereby undertakes:

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

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

           (ii)  To reflect in the prospectus any facts or events
arising  after  the effective date of the registration  statement (or
the  most  recent post-effective amendment  thereof)  which,
individually or in the aggregate, represents a fundamental change in
the information set forth in the registration statement;

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

      Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) 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
posteffective  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 that  is  incorporated by reference  in  the  registration
statement  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

(c)  The undersigned registrant hereby undertakes:

    (1)  To deliver or cause to be delivered with the prospectus
to  each employee to whom the prospectus is sent or given a  copy of
the  registrant's annual report to stockholders for its  last fiscal
year, unless such employee otherwise has received a  copy
of  such report, in which case the registrant shall state in  the
prospectus that it will promptly furnish, without charge, a  copy of
such report on written request of the employee.  If the  last fiscal
year of the registrant has ended within 120 days prior  to the  use
of the prospectus, the annual report for the last fiscal year will
be furnished to each such employee.

    (2)  To transmit or cause to be transmitted to all employees
participating  in  the  plan who do not  otherwise  receive  such
material  as stockholders of the registrant, at the time  and  in
the manner such material is sent to its stockholders, copies  of all
reports,   proxy   statements  and   other   communications
distributed to its stockholders generally.

    (3)  Where interests in a plan are registered herewith,  to
transmit or cause to be transmitted promptly, without charge,  to
any participant in the plan who makes a written request, a  copy of
the then latest annual report of the plan filed pursuant  to Section
15(d) of the Securities Exchange Act of 1934 (Form 11-K). If  such
report is filed separately on Form 11-K, such form shall be
delivered upon written request.  If such report is filed as  a part
of the registrant's annual report on Form 10-K, that entire
report  (excluding  exhibits) shall  be  delivered  upon  written
request.   If  such report is filed as a part of the registrant's
annual report to stockholders delivered pursuant to paragraph (1) or
(2)  of  this undertaking, additional delivery shall  not  be
required.



                                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 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 23rd day of March, 1995.

                                   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  March 23,
1995 by the following persons in the capacities indicated:

     Signature                     Capacity

/s/  JAMES  R. HOUGHTON       Chairman of the Board,
     (James R. Houghton)      Principal Executive
                              Officer and Director

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

/s/  KATHERINE A. ASBECK      Principal Accounting Officer
     (Katherine A. Asbeck)
                              
             *                Director
     (Roger G. Ackerman)

              *               Director
     (Robert Barker)


              *               Director
     (Mary L. Bundy)


              *               Director
(Barber B. Conable, Jr.)

              *               Director
     (David A. Duke)

<PAGE>

     Signature                Capacity


              *               Director
     (John H. Foster)

              *               Director
     (Gordon Gund)

              *               Director
     (John M. Hennessy)


              *               Director
     (Vernon E. Jordan, Jr.)


              *               Director
     (James W. Kinnear)

              *               Director
     (James J. O'Connor)

              *               Director
     (Catherine A. Rein)

              *               Director
     (Henry Rosovsky)

              *               Director
     (William D. Smithburg)

              *               Director
     (Robert G. Stone, Jr.)



*By  /s/ William C. Ughetta
     (William C. Ughetta)
     Attorney-in-fact

<PAGE>
                          EXHIBIT INDEX
Exhibit
Number               Description

 5.01       Opinion of Counsel
23.01       Consent of Counsel
23.02       Consent of Price Waterhouse LLP
23.03       Consent of Leverone & Company
24.01       Powers of Attorney

<PAGE>
                                            EXHIBIT 23.02


             CONSENT OF INDEPENDENT ACCOUNTANTS
                              
                              
                              
We  hereby  consent  to the incorporation by  reference  in
this Registration  Statement on Form S-8 of our report  dated
January 23,  1995,  which appears on Page 24 of the Corning
Incorporated 1994  Annual  Report  on Form 10-K for  the
fiscal  year  ended January  1,  1995.   We  also consent  to
the  incorporation  by reference  of our report dated January
20, 1995 on the  financial statements of Dow Corning
Corporation, which appears on  Page  55 of  the  Corning
Incorporated Annual Report on Form 10-K for  the year ended
January 1, 1995.  We also consent to the reference  to
us  under the heading "Interests of Named Experts and Counsel" in
this Registration Statement.



Price Waterhouse LLP

1177 Avenue of the Americas
New York, NY  10036
March 17, 1995

<PAGE>
                                             EXHIBIT 23.03

            CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
                               
    As  certified public accountants, we hereby consent to
the incorporation by reference in the Prospectus constituting
part of this  Registration  Statement on Form S-8  of  our
report  dated November  10, 1994 on the financial statements of
Moran  Research Labs  as  of and for the year ended December
31, 1993  which  are included in Corning's Form 8-KA filed on
December 12, 1994  which is  incorporated  into  this
Registration  Statement.   We  also consent  to  the reference
to us under the heading "Interests  of Named Experts and
Counsel" in this Registration Statement.


/s/ Leverone & Company


Billerica, Massachusetts
March 21, 1995



<PAGE>
                                  March 23, 1995

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

Dear Sirs:


      I  am  Senior Vice President and General Counsel of
Corning Incorporated (the "Company") and am familiar with the
preparation and  filing  of  a Registration Statement on Form
S8  under  the Securities Act of 1933, as amended, with
respect to an  aggregate of  9,000,000 shares of Corning's
Common Stock, $.50  par  value, which  may  be  sold by the
Company pursuant to its  1994   Stock Option   Plan   (the
"Plan") described  in  such   registration statement.

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

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

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

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

    3.    The  Plan  is  not subject to the provisions  of
the Employee Retirement Income Security Act of 1974.

     I hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement referred to above.

                                   Very truly yours,
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19885}]
{"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": "033-58193", "film-number": "95522636"}, "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. 33_________
               SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                   ______________________
                         Form S-8
                  REGISTRATION STATEMENT
                           under
                   THE SECURITIES ACT OF 1933

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

                     1986 STOCK OPTION PLAN
                     1989 STOCK OPTION PLAN
                     1994 STOCK OPTION PLAN
                    (Full title of the plans)

                      _________________________

                      William C. Ughetta
             Senior Vice President and General Counsel
                       Corning Incorporated
                    Corning, New York  14831
                         (607) 974-8247

    (Name, address and telephone number of agent for service)

                    ________________________

                 CALCULATION OF REGISTRATION FEE
Title of                       Proposed Maximum Proposed Maximum    Amount of
Securites   Amount Being       Offering Price   Aggregate           Registra-
Being       Registered         Per Share        Offering Price
tion
Registered                                                          Fee

Options to
Purchase
Common Stock
Under
1994Plan    7,000,000 shares
$33.0625      $231,437,500     $79,807
Plus such indeterminate number of shares of Common Stock  as may be
     required in the event of an adjustment as a result of an  increase
     in the number of issued shares of Common  Stock resulting from
     certain stock dividends or a reclassification of the Common Stock.
Estimated  solely  for  the  purpose  of  calculating  the
     Registration fee.
In  accordance with Rule 429, the Prospectus in this
registration statement  is  a  combined  Prospectus  which
also  relates   to Registration Statement No. 33-12605 and No.
33-30815
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (File No. 1-3247) are incorporated herein by reference:

1.   The Annual Report on Form 10-K for the fiscal year ended
January 1, 1995, of Corning Incorporated ("Corning" or 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) or 15(d) of the Exchange Act since January 1, 1995, consisting
of the Company's Current Reports on Form 8-K dated January 23, 1995
and January 24, 1995,  respectively.

3.   The Company's Current Report on Form 8-KA dated December 12,
1994 which contains certain historical financial statements of Moran
Research Labs, doing business as Bioran Medical Laboratory
("Bioran").

4.   The registration statement on Form 8-A filed by the Company on
July 8, 1986 which contains a description of the Company's Preferred
Share Purchase Rights Plan and the Registration Statement on Form 8-
A filed by the Company on October 9, 1989 which contains an
amendment of the Company's Preferred Share Purchase Rights Plan.

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

Item 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 shares
of Corning Common Stock offered hereby.  Mr. Ughetta owns
substantially less than 1% of Corning Common Stock.

The consolidated financial statements of the Company and of Dow
Corning Corporation incorporated in this Registration Statement
by reference to Corning's Annual Report on Form 10-K for the fiscal
year ended January 1, 1995, 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.

The financial statements of Bioran as of and for the year ended
December 31, 1993 incorporated in this Registration Statement by
reference to Corning's Current Report on Form 8-KA dated December
12, 1994 have been so incorporated in reliance on the report of
Leverone & Company, certified public 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
Section 715, 717 and 721 through 725 of the NYBCL.

Article  VIII  of  the  registrant's By-Laws  provides  that  the
registrant shall indemnify each director and officer against  all
costs  and  expenses actually and reasonably incurred by  him  in
connection  with  the  defense of  any  claim,  action,  suit  or
proceeding  against him by reason of his being or having  been  a
director  or  officer  of  the  registrant  to  the  full  extent
permitted by, and consistent with, the NYBCL.

The  directors  and  officers of the registrant  are  covered  by
insurance policies indemnifying them against certain
liabilities, including   certain liabilities under the
Securities  Act,  which might be incurred by them in such
capacities.
Item 8.  List of Exhibits

 5.01     Opinion of Counsel.

23.01     Consent of Counsel (included in Exhibit 5.01).

23.02     Consent of Price Waterhouse LLP

23.03     Consent of Leverone & Company

24.01     Powers of Attorney.

Item 9.  Undertakings

(a)  The undersigned registrant hereby undertakes:

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

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

           (ii)  To reflect in the prospectus any facts or events
arising  after  the effective date of the registration  statement (or
the  most  recent post-effective amendment  thereof)  which,
individually or in the aggregate, represents a fundamental change in
the information set forth in the registration statement;

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

      Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) 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
posteffective  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 that  is  incorporated by reference  in  the  registration
statement  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

(c)  The undersigned registrant hereby undertakes:

    (1)  To deliver or cause to be delivered with the prospectus
to  each employee to whom the prospectus is sent or given a  copy of
the  registrant's annual report to stockholders for its  last fiscal
year, unless such employee otherwise has received a  copy
of  such report, in which case the registrant shall state in  the
prospectus that it will promptly furnish, without charge, a  copy of
such report on written request of the employee.  If the  last fiscal
year of the registrant has ended within 120 days prior  to the  use
of the prospectus, the annual report for the last fiscal year will
be furnished to each such employee.

    (2)  To transmit or cause to be transmitted to all employees
participating  in  the  plan who do not  otherwise  receive  such
material  as stockholders of the registrant, at the time  and  in
the manner such material is sent to its stockholders, copies  of all
reports,   proxy   statements  and   other   communications
distributed to its stockholders generally.

    (3)  Where interests in a plan are registered herewith,  to
transmit or cause to be transmitted promptly, without charge,  to
any participant in the plan who makes a written request, a  copy of
the then latest annual report of the plan filed pursuant  to Section
15(d) of the Securities Exchange Act of 1934 (Form 11-K). If  such
report is filed separately on Form 11-K, such form shall be
delivered upon written request.  If such report is filed as  a part
of the registrant's annual report on Form 10-K, that entire
report  (excluding  exhibits) shall  be  delivered  upon  written
request.   If  such report is filed as a part of the registrant's
annual report to stockholders delivered pursuant to paragraph (1) or
(2)  of  this undertaking, additional delivery shall  not  be
required.

                                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 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 23rd day of March, 1995.

                                   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  March 23,
1995 by the following persons in the capacities indicated:

     Signature                     Capacity

/s/  JAMES  R. HOUGHTON       Chairman of the Board,
     (James R. Houghton)      Principal Executive
                              Officer and Director

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

/s/  KATHERINE A. ASBECK      Principal Accounting Officer
     (Katherine A. Asbeck)
                              
             *                Director
     (Roger G. Ackerman)

              *               Director
     (Robert Barker)

              *               Director
     (Mary L. Bundy)

              *               Director
(Barber B. Conable, Jr.)

              *               Director
     (David A. Duke)
Signature                Capacity

              *               Director
     (John H. Foster)

              *               Director
     (Gordon Gund)

              *               Director
     (John M. Hennessy)

              *               Director
     (Vernon E. Jordan, Jr.)

              *               Director
     (James W. Kinnear)

              *               Director
     (James J. O'Connor)

              *               Director
     (Catherine A. Rein)

              *               Director
     (Henry Rosovsky)

              *               Director
     (William D. Smithburg)

              *               Director
     (Robert G. Stone, Jr.)

*By  /s/ William C. Ughetta
     (William C. Ughetta)
     Attorney-in-fact
EXHIBIT INDEX
Exhibit
Number               Description

 5.01       Opinion of Counsel
23.01       Consent of Counsel
23.02       Consent of Price Waterhouse LLP
23.03       Consent of Leverone & Company
24.01       Powers of Attorney
EXHIBIT 23.02

             CONSENT OF INDEPENDENT ACCOUNTANTS
                              
                              
                              
We  hereby  consent  to the incorporation by  reference  in
this Registration  Statement on Form S-8 of our report  dated
January 23,  1995,  which appears on Page 24 of the Corning
Incorporated 1994  Annual  Report  on Form 10-K for  the
fiscal  year  ended January  1,  1995.   We  also consent  to
the  incorporation  by reference  of our report dated January
20, 1995 on the  financial statements of Dow Corning
Corporation, which appears on  Page  55 of  the  Corning
Incorporated Annual Report on Form 10-K for  the year ended
January 1, 1995.  We also consent to the reference  to
us  under the heading "Interests of Named Experts and Counsel" in
this Registration Statement.

Price Waterhouse LLP

1177 Avenue of the Americas
New York, NY  10036
March 17, 1995
EXHIBIT 23.03

            CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
                               
    As  certified public accountants, we hereby consent to
the incorporation by reference in the Prospectus constituting
part of this  Registration  Statement on Form S-8  of  our
report  dated November  10, 1994 on the financial statements of
Moran  Research Labs  as  of and for the year ended December
31, 1993  which  are included in Corning's Form 8-KA filed on
December 12, 1994  which is  incorporated  into  this
Registration  Statement.   We  also consent  to  the reference
to us under the heading "Interests  of Named Experts and
Counsel" in this Registration Statement.

/s/ Leverone & Company

Billerica, Massachusetts
March 21, 1995
March 23, 1995

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

Dear Sirs:

      I  am  Senior Vice President and General Counsel of
Corning Incorporated (the "Company") and am familiar with the
preparation and  filing  of  a Registration Statement on Form
S8  under  the Securities Act of 1933, as amended, with
respect to an  aggregate of  9,000,000 shares of Corning's
Common Stock, $.50  par  value, which  may  be  sold by the
Company pursuant to its  1994   Stock Option   Plan   (the
"Plan") described  in  such   registration statement.

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

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

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

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

    3.    The  Plan  is  not subject to the provisions  of
the Employee Retirement Income Security Act of 1974.

     I hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement referred to above.

                                   Very truly yours,