As filed with the Securities and Exchange Commission June 2, 2006
===============================================================================
                                              Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                             -----------------------
<TABLE>
<s>                                    <c>                         <c>           <c>
           New York                    Corning, New York           14831         16-0393470
(State or other jurisdiction of        (Address of principal       (Zip Code)    (I.R.S. Employer
incorporation or organization)         executive offices)                         Identification No.)
</TABLE>


                         2006 VARIABLE COMPENSATION PLAN
                            -------------------------

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

                         CALCULATION OF REGISTRATION FEE


-----------------------------------------------------------------------------------------------------------------------------------
<s>                                     <c>              <c>                     <c>                          <c>
                                                         Proposed Maximum        Proposed Maximum               Amount of
Title of Securities                     Amount Being       Offering Price           Aggregate                 Registration
Being Registered                        Registered           Per Share            Offering Price(2)               Fee

Deferred Compensation Obligations (1)   $10,000,000            100%                $10,000,000                   $1,070.00
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The Deferred Compensation  Obligations are general unsecured obligations of
     Corning  Incorporated  to  pay  deferred  compensation  in  the  future  in
     accordance with the terms of the 2006 Variable Compensation Plan.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance with Rule 457(c) and 457(h)(i).


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents  containing  the  information  specified in Part I, Items 1 and 2,
will be delivered to employees in  accordance  with Form S-8 and Rule 428 of the
Securities Act of 1933, as amended (the "Securities Act").


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

     1.   The Annual  Report on Form 10-K\A for the fiscal  year ended  December
          31, 2005, filed on May 9, 2006, of Corning Incorporated  ("Corning" or
          the "Company").

     2.   The  Quarterly  Report on Form 10-Q for the  quarter  ended  March 31,
          2006, filed on May 10, 2006.

     3.   All other  reports  filed by the Company  pursuant to Section 13(a) or
          15(d) of the Exchange Act since  December 31, 2005,  consisting of the
          Company's  Current  Reports  on Form 8-K filed on  February  6,  2006,
          February 7, 2006,  April 25, 2006 (Item 402 and Item 701 (excluding 2Q
          2006 guidance and  outlook)),  April 28, 2006,  May 1, 2006 (Item 101,
          Item 502 and Item 503) and May 3, 2006, respectively.

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

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

Item 4. Description of Securities

     This  section   summarizes  all  of  the  material  terms  of  the  Corning
Incorporated 2006 Variable Compensation Plan. It does not, however, describe all
aspects of the Plan.  The Plan,  a copy of which is  attached  as Exhibit 4.6 to
this registration statement,  contains the full text of the matters described in
this section.

     $10,000,000 of the Deferred Compensation Obligations being registered under
this registration  statement may be offered to executive officers of the Company
pursuant to Corning Incorporated 2006 Variable Compensation Plan.

     The  Obligations  are general  unsecured  obligations of the Company to pay
deferred compensation in the future in accordance with the terms of the Plan.

     A Committee consisting of independent directors of the Company shall select
the performance  criterion or criteria for each  individual  participant for any
fiscal  year  during the first  fiscal  quarter of such year and the  formula or
formulae for  determining the amount of payment that the Committee may award for
performance  during such year. No participant  may receive an aggregate  payment
for a fiscal year's performance in excess of $5,000,000. Payments may be made in
cash,  stock options or shares of common stock of the Company or any combination
thereof.

     The board of  directors of the Company may amend,  modify or terminate  the
Plan  as  it  deems  appropriate  to  serve  the  Plan's  purposes,  subject  to
shareholder approval to the extent required.


                                      II-1

<PAGE>



Item 5.  Interests of Named Experts and Counsel

     The  legality of the shares of common  stock to be offered  hereby has been
passed upon by William D. Eggers,  Senior Vice President and General  Counsel of
the  Company.  Mr.  Eggers owns  substantially  less then 1% of the  outstanding
shares of Corning  common stock.  Mr. Eggers is eligible to  participate  in the
2006 Variable Compensation Plan.

Item 6.  Indemnification of Directors and Officers

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

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

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

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

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

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

Item 7.  Exemption From Registration Claimed

         Not Applicable



                                      II-2


<PAGE>



Item 8.  List of Exhibits

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

     4.2  Certificate  of Amendment  to Restated  Certificate  of  Incorporation
          filed with the  Secretary  of State of the State of New York on August
          5, 2002  (incorporated  by reference to Exhibit 99.1 to the  Company's
          Form 8-K filed on August 7, 2002).

     4.3  Bylaws of the Company (incorporated by reference to Exhibit 3(ii) 1 to
          the  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          March 31, 2006).

     4.4  Amendment to Article III, Section 9 of Bylaws of Corning  Incorporated
          effective as of February 5, 2003 (incorporated by reference to Exhibit
          3(ii) 2 of the Company's Quarterly Report on Form 10-Q for the quarter
          ended March 31, 2006).

     4.5  Amendment to Article III, Section 8, of Bylaws of Corning Incorporated
          effective as of April 27, 2006 (Incorporated by reference to Exhibit 3
          (ii) 3 of  Corning's  Quarterly  Report on Form  10-Q for the  Quarter
          ended March 31, 2006).

     4.6  Form of Common  Stock  Certificate  of the  Company  (incorporated  by
          reference to Exhibit 4 of the Company's Registration Statement on Form
          S-4 filed on June 17, 1992 (Registration Statement No. 33-48488)).

     4.7  Corning Incorporated 2006 Variable  Compensation Plan (incorporated by
          reference to Appendix J to the Company's 2006 Proxy Statement filed on
          March 8, 2006).

     5.1  Opinion of Counsel.*

     23.1 Consent of Counsel (included in Exhibit 5.1).*

     23.2 Consent of PricewaterhouseCoopers LLP.*

     24.1 Powers of Attorney.*

     *    Filed herewith.

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.


                                      II-3


<PAGE>



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

     Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) of this section
do not apply if the  information  required to be  included  in a  post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Commission by the registrant  pursuant to Section 13 or Section 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     the  registration  statement  shall  be  deemed  to be a  new  registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

(c)  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.


                                      II-4


<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 2nd day of June, 2006.


                                   CORNING INCORPORATED (Registrant)


                                 By     /s/ WILLIAM D. EGGERS
                                 --------------------------------------------
                                 William D. Eggers, Senior Vice President and
                                 General Counsel

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below on June 2, 2006 by the following  persons in the
capacities indicated:

Signature                    Capacity


/s/ Wendell P. Weeks
------------------------     President and Chief Executive Officer and Director
Wendell P. Weeks             (Principal Executive Officer)


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


/s/ Jane D. Poulin
------------------------     Chief Accounting Officer
Jane D. Poulin               (Principal Accounting Officer)


/s/ Katherine A. Asbeck
------------------------     Senior Vice President - Finance
Katherine A. Asbeck

            *
------------------------     Chairman of the Board

    (James R. Houghton)

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

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

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

                                      II-5

<PAGE>



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

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

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

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

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

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

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

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

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

            *                          Director
-------------------------
   (Padmasree Warrior)


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



                                      II-6

<PAGE>



                                  EXHIBIT INDEX



Exhibit
Number                     Description


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

     4.2  Certificate  of Amendment  to Restated  Certificate  of  Incorporation
          filed with the  Secretary  of State of the State of New York on August
          5, 2002  (incorporated  by reference to Exhibit 99.1 to the  Company's
          Form 8-K filed on August 7, 2002).

     4.3  Bylaws of the Company  (incorporated by reference to Exhibit 3(ii)1 to
          the  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          March 31, 2006).

     4.4  Amendment to Article III, Section 9 of Bylaws of Corning  Incorporated
          effective as of February 5, 2003 (incorporated by reference to Exhibit
          3(ii)2 of the Company's  Quarterly Report on Form 10-Q for the quarter
          ended March 31, 2006).

     4.5  Amendment to Article III, Section 8, of Bylaws of Corning Incorporated
          effective as of April 27, 2006 (Incorporated by reference to Exhibit 3
          (ii) 3 of  Corning's  Quarterly  Report on Form  10-Q for the  Quarter
          ended March 31, 2006).

     4.6  Form of Common  Stock  Certificate  of the  Company  (incorporated  by
          reference to Exhibit 4 of the Company's Registration Statement on Form
          S-4 filed on June 17, 1992 (Registration Statement No. 33-48488)).

     4.7  Corning Incorporated 2006 Variable  Compensation Plan (incorporated by
          reference to Appendix J to the Company's 2006 Proxy Statement filed on
          March 8, 2006).

     5.1  Opinion of Counsel.*

     23.1 Consent of Counsel (included in Exhibit 5.1).*

     23.2 Consent of PricewaterhouseCoopers LLP.*

     24.1 Powers of Attorney.*

     *    Filed herewith.



                                      11-7


<PAGE>


                        [Letterhead of William D. Eggers]
                                                                   EXHIBIT 5.1

                                  June 2, 2006

Securities and Exchange Commission
100 F Street, NE
Washington, DC  20549

Dear Sirs:

     I am Senior Vice President and General Counsel of Corning Incorporated (the
"Company")  and am familiar with the  preparation  and filing of a  Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended,  with respect to the Deferred  Compensation  Obligations which
may be offered by the Company pursuant to the Corning Incorporated 2006 Variable
Compensation Plan (the "Plan") described in the Registration Statement.

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

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

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

     2.   The  Deferred  Compensation  Obligations  to be offered by the Company
          pursuant to the Plan, when issued or sold in accordance with the Plan,
          will be  valid  and  binding  unsecured  obligations  of the  Company,
          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.

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

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

                                                        Very truly yours,

                                                        /S/ WILLIAM D. EGGERS


<PAGE>


                                                         EXHIBIT 23.2




            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8 of our report dated  February 24, 2006,  except for Note 2
of the  consolidated  financial  statements,  Note 1 on the financial  statement
schedule,  and the matter discussed in the penultimate paragraph of Management's
Report on Internal Control Over Financial Reporting, as to which the date is May
9, 2006, relating to the financial  statements,  financial statement  schedules,
management's  assessment of the effectiveness of internal control over financial
reporting and the effectiveness of internal control over financial reporting, of
Corning Incorporated,  which appears in Corning  Incorporated's Annual Report on
Form 10-K/A for the year ended December 31, 2005.

/S/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
New York, New York
June 2, 2006


<PAGE>




                              CORNING INCORPORATED

                            --------------------------

                                POWER OF ATTORNEY

                            --------------------------


     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.




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




<PAGE>




                              CORNING INCORPORATED

                           --------------------------

                                POWER OF ATTORNEY

                            --------------------------


     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.




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



<PAGE>




                              CORNING INCORPORATED

                            --------------------------

                                POWER OF ATTORNEY

                            --------------------------


     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.




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



<PAGE>




                              CORNING INCORPORATED

                            --------------------------

                                POWER OF ATTORNEY

                            --------------------------


     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.




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



<PAGE>




                              CORNING INCORPORATED

                           --------------------------

                                POWER OF ATTORNEY

                           --------------------------


     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.




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



<PAGE>




                              CORNING INCORPORATED

                            --------------------------

                                POWER OF ATTORNEY

                            --------------------------


     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.




                                                     /S/ JEREMY R. KNOWLES
                                                     ---------------------
                                                     Jeremy R. Knowles



<PAGE>




                              CORNING INCORPORATED

                            --------------------------

                                POWER OF ATTORNEY

                            --------------------------


     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.




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



<PAGE>




                              CORNING INCORPORATED

                             --------------------------

                                POWER OF ATTORNEY

                             --------------------------


     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.




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



<PAGE>



                              CORNING INCORPORATED

                           --------------------------

                                POWER OF ATTORNEY

                           --------------------------


     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.




                                                       /S/ EUGENE C. SIT
                                                       ---------------------
                                                       Eugene C. Sit




<PAGE>




                              CORNING INCORPORATED

                            --------------------------

                                POWER OF ATTORNEY

                            --------------------------


     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.




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



<PAGE>



                              CORNING INCORPORATED

                            --------------------------

                                POWER OF ATTORNEY

                            --------------------------


     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.




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


<PAGE>



                              CORNING INCORPORATED

                            --------------------------

                                POWER OF ATTORNEY

                            --------------------------


     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.




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



<PAGE>




                              CORNING INCORPORATED

                           --------------------------

                                POWER OF ATTORNEY

                            --------------------------


     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.




                                                  /S/ PADMASREE WARRIOR
                                                  ---------------------
                                                  Padmasree Warrior
[{"type": "S-8", "sequence": "1", "filename": "varcomp602.txt", "description": "VARIABLE COMPENSATION", "secsgml_size_bytes": 58344}]
{"company-data": {"conformed-name": "CORNING INC /NY", "cik": "0000024741", "assigned-sic": "3357", "irs-number": "160393470", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-134690", "film-number": "06883117"}, "business-address": {"street1": "ONE RIVERFRONT PLAZA", "city": "CORNING", "state": "NY", "zip": "14831", "phone": "6079749000"}, "mail-address": {"street1": "ONE RIVERFRONT PLAZA", "city": "CORNING", "state": "NY", "zip": "14831"}, "former-company": {"former-conformed-name": "CORNING GLASS WORKS", "date-changed": "19890512"}}
As filed with the Securities and Exchange Commission June 2, 2006
===============================================================================
                                              Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                             -----------------------
New York                    Corning, New York           14831         16-0393470
(State or other jurisdiction of        (Address of principal       (Zip Code)    (I.R.S. Employer
incorporation or organization)         executive offices)                         Identification No.)
2006 VARIABLE COMPENSATION PLAN
                            -------------------------

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

-----------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum        Proposed Maximum               Amount of
Title of Securities                     Amount Being       Offering Price           Aggregate                 Registration
Being Registered                        Registered           Per Share            Offering Price(2)               Fee

Deferred Compensation Obligations (1)   $10,000,000            100%                $10,000,000                   $1,070.00
-----------------------------------------------------------------------------------------------------------------------------------
(1)  The Deferred Compensation  Obligations are general unsecured obligations of
     Corning  Incorporated  to  pay  deferred  compensation  in  the  future  in
     accordance with the terms of the 2006 Variable Compensation Plan.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance with Rule 457(c) and 457(h)(i).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents  containing  the  information  specified in Part I, Items 1 and 2,
will be delivered to employees in  accordance  with Form S-8 and Rule 428 of the
Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

     1.   The Annual  Report on Form 10-K\A for the fiscal  year ended  December
          31, 2005, filed on May 9, 2006, of Corning Incorporated  ("Corning" or
          the "Company").

     2.   The  Quarterly  Report on Form 10-Q for the  quarter  ended  March 31,
          2006, filed on May 10, 2006.

     3.   All other  reports  filed by the Company  pursuant to Section 13(a) or
          15(d) of the Exchange Act since  December 31, 2005,  consisting of the
          Company's  Current  Reports  on Form 8-K filed on  February  6,  2006,
          February 7, 2006,  April 25, 2006 (Item 402 and Item 701 (excluding 2Q
          2006 guidance and  outlook)),  April 28, 2006,  May 1, 2006 (Item 101,
          Item 502 and Item 503) and May 3, 2006, respectively.

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

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

Item 4. Description of Securities

     This  section   summarizes  all  of  the  material  terms  of  the  Corning
Incorporated 2006 Variable Compensation Plan. It does not, however, describe all
aspects of the Plan.  The Plan,  a copy of which is  attached  as Exhibit 4.6 to
this registration statement,  contains the full text of the matters described in
this section.

     $10,000,000 of the Deferred Compensation Obligations being registered under
this registration  statement may be offered to executive officers of the Company
pursuant to Corning Incorporated 2006 Variable Compensation Plan.

     The  Obligations  are general  unsecured  obligations of the Company to pay
deferred compensation in the future in accordance with the terms of the Plan.

     A Committee consisting of independent directors of the Company shall select
the performance  criterion or criteria for each  individual  participant for any
fiscal  year  during the first  fiscal  quarter of such year and the  formula or
formulae for  determining the amount of payment that the Committee may award for
performance  during such year. No participant  may receive an aggregate  payment
for a fiscal year's performance in excess of $5,000,000. Payments may be made in
cash,  stock options or shares of common stock of the Company or any combination
thereof.

     The board of  directors of the Company may amend,  modify or terminate  the
Plan  as  it  deems  appropriate  to  serve  the  Plan's  purposes,  subject  to
shareholder approval to the extent required.

                                      II-1
Item 5.  Interests of Named Experts and Counsel

     The  legality of the shares of common  stock to be offered  hereby has been
passed upon by William D. Eggers,  Senior Vice President and General  Counsel of
the  Company.  Mr.  Eggers owns  substantially  less then 1% of the  outstanding
shares of Corning  common stock.  Mr. Eggers is eligible to  participate  in the
2006 Variable Compensation Plan.

Item 6.  Indemnification of Directors and Officers

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

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

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

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

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

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

Item 7.  Exemption From Registration Claimed

         Not Applicable

                                      II-2
Item 8.  List of Exhibits

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

     4.2  Certificate  of Amendment  to Restated  Certificate  of  Incorporation
          filed with the  Secretary  of State of the State of New York on August
          5, 2002  (incorporated  by reference to Exhibit 99.1 to the  Company's
          Form 8-K filed on August 7, 2002).

     4.3  Bylaws of the Company (incorporated by reference to Exhibit 3(ii) 1 to
          the  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          March 31, 2006).

     4.4  Amendment to Article III, Section 9 of Bylaws of Corning  Incorporated
          effective as of February 5, 2003 (incorporated by reference to Exhibit
          3(ii) 2 of the Company's Quarterly Report on Form 10-Q for the quarter
          ended March 31, 2006).

     4.5  Amendment to Article III, Section 8, of Bylaws of Corning Incorporated
          effective as of April 27, 2006 (Incorporated by reference to Exhibit 3
          (ii) 3 of  Corning's  Quarterly  Report on Form  10-Q for the  Quarter
          ended March 31, 2006).

     4.6  Form of Common  Stock  Certificate  of the  Company  (incorporated  by
          reference to Exhibit 4 of the Company's Registration Statement on Form
          S-4 filed on June 17, 1992 (Registration Statement No. 33-48488)).

     4.7  Corning Incorporated 2006 Variable  Compensation Plan (incorporated by
          reference to Appendix J to the Company's 2006 Proxy Statement filed on
          March 8, 2006).

     5.1  Opinion of Counsel.*

     23.1 Consent of Counsel (included in Exhibit 5.1).*

     23.2 Consent of PricewaterhouseCoopers LLP.*

     24.1 Powers of Attorney.*

     *    Filed herewith.

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.

                                      II-3
(iii) To include any material  information with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

     Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) of this section
do not apply if the  information  required to be  included  in a  post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Commission by the registrant  pursuant to Section 13 or Section 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     the  registration  statement  shall  be  deemed  to be a  new  registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

(c)  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.

                                      II-4
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 2nd day of June, 2006.

                                   CORNING INCORPORATED (Registrant)

                                 By     /s/ WILLIAM D. EGGERS
                                 --------------------------------------------
                                 William D. Eggers, Senior Vice President and
                                 General Counsel

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below on June 2, 2006 by the following  persons in the
capacities indicated:

Signature                    Capacity

/s/ Wendell P. Weeks
------------------------     President and Chief Executive Officer and Director
Wendell P. Weeks             (Principal Executive Officer)

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

/s/ Jane D. Poulin
------------------------     Chief Accounting Officer
Jane D. Poulin               (Principal Accounting Officer)

/s/ Katherine A. Asbeck
------------------------     Senior Vice President - Finance
Katherine A. Asbeck

            *
------------------------     Chairman of the Board

    (James R. Houghton)

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

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

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

                                      II-5
Signature                              Capacity
---------                              --------

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

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

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

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

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

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

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

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

            *                          Director
-------------------------
   (Padmasree Warrior)

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

                                      II-6
EXHIBIT INDEX

Exhibit
Number                     Description

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

     4.2  Certificate  of Amendment  to Restated  Certificate  of  Incorporation
          filed with the  Secretary  of State of the State of New York on August
          5, 2002  (incorporated  by reference to Exhibit 99.1 to the  Company's
          Form 8-K filed on August 7, 2002).

     4.3  Bylaws of the Company  (incorporated by reference to Exhibit 3(ii)1 to
          the  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          March 31, 2006).

     4.4  Amendment to Article III, Section 9 of Bylaws of Corning  Incorporated
          effective as of February 5, 2003 (incorporated by reference to Exhibit
          3(ii)2 of the Company's  Quarterly Report on Form 10-Q for the quarter
          ended March 31, 2006).

     4.5  Amendment to Article III, Section 8, of Bylaws of Corning Incorporated
          effective as of April 27, 2006 (Incorporated by reference to Exhibit 3
          (ii) 3 of  Corning's  Quarterly  Report on Form  10-Q for the  Quarter
          ended March 31, 2006).

     4.6  Form of Common  Stock  Certificate  of the  Company  (incorporated  by
          reference to Exhibit 4 of the Company's Registration Statement on Form
          S-4 filed on June 17, 1992 (Registration Statement No. 33-48488)).

     4.7  Corning Incorporated 2006 Variable  Compensation Plan (incorporated by
          reference to Appendix J to the Company's 2006 Proxy Statement filed on
          March 8, 2006).

     5.1  Opinion of Counsel.*

     23.1 Consent of Counsel (included in Exhibit 5.1).*

     23.2 Consent of PricewaterhouseCoopers LLP.*

     24.1 Powers of Attorney.*

     *    Filed herewith.

                                      11-7
[Letterhead of William D. Eggers]
                                                                   EXHIBIT 5.1

                                  June 2, 2006

Securities and Exchange Commission
100 F Street, NE
Washington, DC  20549

Dear Sirs:

     I am Senior Vice President and General Counsel of Corning Incorporated (the
"Company")  and am familiar with the  preparation  and filing of a  Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended,  with respect to the Deferred  Compensation  Obligations which
may be offered by the Company pursuant to the Corning Incorporated 2006 Variable
Compensation Plan (the "Plan") described in the Registration Statement.

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

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

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

     2.   The  Deferred  Compensation  Obligations  to be offered by the Company
          pursuant to the Plan, when issued or sold in accordance with the Plan,
          will be  valid  and  binding  unsecured  obligations  of the  Company,
          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.

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

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

                                                        Very truly yours,

                                                        /S/ WILLIAM D. EGGERS
EXHIBIT 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8 of our report dated  February 24, 2006,  except for Note 2
of the  consolidated  financial  statements,  Note 1 on the financial  statement
schedule,  and the matter discussed in the penultimate paragraph of Management's
Report on Internal Control Over Financial Reporting, as to which the date is May
9, 2006, relating to the financial  statements,  financial statement  schedules,
management's  assessment of the effectiveness of internal control over financial
reporting and the effectiveness of internal control over financial reporting, of
Corning Incorporated,  which appears in Corning  Incorporated's Annual Report on
Form 10-K/A for the year ended December 31, 2005.

/S/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
New York, New York
June 2, 2006
CORNING INCORPORATED

                            --------------------------

                                POWER OF ATTORNEY

                            --------------------------

     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.

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

                           --------------------------

                                POWER OF ATTORNEY

                            --------------------------

     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.

                                                 /S/ GORDON GUND
                                                 ---------------------
                                                 Gordon Gund
CORNING INCORPORATED

                            --------------------------

                                POWER OF ATTORNEY

                            --------------------------

     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.

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

                            --------------------------

                                POWER OF ATTORNEY

                            --------------------------

     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.

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

                           --------------------------

                                POWER OF ATTORNEY

                           --------------------------

     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.

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

                            --------------------------

                                POWER OF ATTORNEY

                            --------------------------

     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.

                                                     /S/ JEREMY R. KNOWLES
                                                     ---------------------
                                                     Jeremy R. Knowles
CORNING INCORPORATED

                            --------------------------

                                POWER OF ATTORNEY

                            --------------------------

     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.

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

                             --------------------------

                                POWER OF ATTORNEY

                             --------------------------

     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.

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

                           --------------------------

                                POWER OF ATTORNEY

                           --------------------------

     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.

                                                       /S/ EUGENE C. SIT
                                                       ---------------------
                                                       Eugene C. Sit
CORNING INCORPORATED

                            --------------------------

                                POWER OF ATTORNEY

                            --------------------------

     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.

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

                            --------------------------

                                POWER OF ATTORNEY

                            --------------------------

     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.

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

                            --------------------------

                                POWER OF ATTORNEY

                            --------------------------

     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.

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

                           --------------------------

                                POWER OF ATTORNEY

                            --------------------------

     KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning  Incorporated,  a New York corporation (the "Corporation"),  does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws  and  each  or  any  one  of  them,  the  undersigned's  true  and  lawful
attorneys-in-fact,  with power of  substitution,  for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director  and/or officer of the  Corporation to (1) a Form 10-K,  Annual Report,
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any  and  all  exhibits,  schedules,  amendments,   supplements  and  supporting
documents  thereto,  to be filed by the  Corporation  with  the  Securities  and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration  Statements,  on Form  S-8,  or  other  applicable  forms,  and all
amendments,  including  post-effective  amendments,  thereto, to be filed by the
Corporation  with  the  SEC  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended  (the "1933  Act"),  of  securities  of the
Corporation,  and to  file  the  same,  with  all  exhibits  thereto  and  other
supporting documents,  with the SEC; and (3) one or more Registration Statements
on Form S-3, or other  applicable  forms,  establishing a universal  shelf under
Rule 415 of the 1933 Act,  and any and all  amendments  or  supplements  thereto
(including post-effective  amendments),  or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits  thereto and other  supporting
documents, with the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 1st
of February, 2006.

                                                  /S/ PADMASREE WARRIOR
                                                  ---------------------
                                                  Padmasree Warrior