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As filed with the Securities and Exchange Commission October 2, 2003

                                                   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       (Address of principal   (Zip Code)     (I.R.S. Employer
jurisdiction of          executive offices)                 Identification No.)
incorporation
or organization)
                         2003 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 $10,000,000     100%           $10,000,000       $809.00
Obligations (1)

-------------------------------------------------------------------------------
(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 2003 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 II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

1.   The Annual Report on Form 10-K for the fiscal year ended December 31, 2002,
     filed on February  20,  2003,  of Corning  Incorporated  ("Corning"  or the
     "Company").

2.   The  Quarterly  Reports on Form 10-Q for the quarters  ended March 31, 2003
     and June 30, 2003, filed on May 1, 2003 and August 16, 2003, respectively.

3.   All other reports  filed by the Company  pursuant to Section 13(a) or 15(d)
     of the Exchange Act since  December 31, 2002,  consisting  of the Company's
     Current  Reports on Form 8-K filed on January  23,  2003,  April 22,  2003,
     April 24, 2003,  April 29, 2003, May 13, 2003,  July 21, 2003 and September
     4, 2003, respectively and Form 8-K/A filed on July 22, 2003.

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 2003 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 2003 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.

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
2003 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

<PAGE>

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

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) to the
     Company's Annual Report on Form 10-K for the year ended December 31, 2000).

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  Annual  Report  on Form  10-K for the year  ended
     December 31, 2002).


                                      II-2


<PAGE>



4.5  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)).

4.6  Corning Incorporated 2003 Variable Compensation Plan.*

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,  represents a  fundamental  change in the  information  set
          forth in the registration  statement.  Notwithstanding  the foregoing,
          any increase or decrease in volume of securities offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration Fee" table in the effective  registration
          statement.

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

     Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) of this section
do not apply if the registration  statement is on Form S-3, Form S-8 or Form F-3
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

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

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

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the

                                      II-3



<PAGE>


Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)  The  undersigned  registrant  hereby  undertakes  to deliver or cause to be
     delivered with the prospectus to each person to whom the prospectus is sent
     or given, the latest annual report to security holders that is incorporated
     by reference in the  prospectus  and furnished  pursuant to and meeting the
     requirements of Rule 14a-3 or Rule 14c-3 under the Securities  Exchange Act
     of 1934; and, where interim financial  information required to be presented
     by  Article  3 of  Regulation  S-X is not set forth in the  prospectus,  to
     deliver,  or cause to be delivered to each person to whom the prospectus is
     sent  or  given,   the  latest   quarterly   report  that  is  specifically
     incorporated  by  reference  in the  prospectus  to  provide  such  interim
     financial information.

(d)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     registrant  has been  advised  that in the opinion of the  Commission  such
     indemnification  is against  public  policy as expressed in the Act and is,
     therefore,  unenforceable.  In the event  that a claim for  indemnification
     against  such  liabilities  (other  than the payment by the  registrant  of
     expenses incurred or paid by a director,  officer or controlling  person of
     the registrant in the successful defense of any action, suit or proceeding)
     is asserted by such director,  officer or controlling  person in connection
     with the securities being  registered,  the registrant will,  unless in the
     opinion  of  its  counsel  the  matter  has  been  settled  by  controlling
     precedent,  submit  to a court of  appropriate  jurisdiction  the  question
     whether such indemnification by it is against public policy as expressed in
     the Act and will be governed by the final adjudication of such issue.

                                      II-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 October 2003.


                                 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 October 2, 2003 by the  following  persons in
the capacities indicated:

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


 /s/ James R. Houghton                     Chief Executive
------------------------------------       Officer and Chairman
         (James R. Houghton)               (Principal Executive Officer)


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


 /s/ Katherine A. Asbeck                   Senior Vice President and Controller
------------------------------------       (Principal Accounting Officer)
         (Katherine A. Asbeck)



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

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

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

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

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

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


                                      II-5


<PAGE>


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


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


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


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


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


               *                            Director
-------------------------------------
         (Wendell P. Weeks)




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



                                      II-6

<PAGE>

                                  EXHIBIT INDEX



Exhibit                                                               Page
Number                     Description                                Number


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) to the
     Company's Annual Report on Form 10-K for the year ended December 31, 2000).

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  Annual  Report  on Form  10-K for the year  ended
     December 31, 2002).

4.5  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)).

4.6  Corning Incorporated 2003 Variable Compensation Plan.*

5.1  Opinion of Counsel.*

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

23.3 Consent of PricewaterhouseCoopers LLP.*

24.1 Powers of Attorney.*

*  Filed herewith.


                                      11-7


<PAGE>


                                                                    Exhibit 4.6
                              Corning Incorporated

                         2003 Variable Compensation Plan


1.       PURPOSE

     The purpose of the Corning  Incorporated  2003 Variable  Compensation  Plan
(the "Plan") is to motivate and reward performance with tax deductible  payments
to  those  executive  officers  of  Corning   Incorporated   ("Corning"  or  the
"Corporation")  subject to Section  162(m) of the Internal  Revenue of 1986,  as
amended, and to the regulations and rulings promulgated thereunder (the "Code").

2. EFFECTIVE DATE AND TERM

     The Plan shall be effective for Corning's 2003 fiscal year upon approval by
Corning's shareholders and will continue for each subsequent fiscal year through
2007 unless earlier terminated by Corning's Board of Directors (the "Board").

3.       PARTICIPANTS

     The  individuals  who  may  receive  payments  under  the  Plan,  based  on
performance  for any fiscal  year  while the Plan is in  effect,  shall be those
persons  employed  by  the  Corporation  at the  end of  each  fiscal  year  who
constitute  the  Corporation's  chief  executive  officer  and all other  highly
compensated executive officers whose compensation may be subject to the scope of
Section 162(m) of the Code.

4. COMMITTEE ADMINISTRATION

     The Plan shall be  administered  by a committee  appointed  by the Board of
Directors and consisting of at least three non-employee directors,  each of whom
satisfies  the  requirements  for an "outside  director" as that term is defined
under Section  162(m) of the Code.  The Committee  shall have the sole authority
and discretion to administer and interpret the Plan in good faith to satisfy the
requirements for tax deductibility of payments in accordance with Section 162(m)
of the Code. Such authority shall include selection of the performance  criteria
for any applicable fiscal year and the individual participants. Decisions of the
Committee  shall be final,  conclusive and binding on all parties  including the
Corporation,   its   stockholders   and   participants,   and   their   personal
representatives, beneficiaries and heirs.


<PAGE>


5. PERFORMANCE CRITERIA

     The Committee 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.  The  performance
criteria which the Committee may use are: operating profits (including  EBITDA),
net profits, earnings per share, profit returns and margins, cashflow, revenues,
returns on assets,  equity or  investments,  shareholder  return  and/or  value,
working capital and stock price.  Performance criteria may be measured solely on
a  corporate,  subsidiary  or business  unit basis,  or a  combination  thereof.
Further,  performance  criteria  may  reflect  corporate  performance  alone  or
performance  relative  to the  performance  of a peer group of entities or other
external measure of the criteria  selected.  Profit,  earnings and revenues used
for any  performance  criteria  measurements  shall exclude:  gains or losses on
operating asset sales or dispositions;  asset  write-downs;  litigation or claim
judgments  or  settlements;  accruals for  historic  environmental  obligations;
effect of changes in tax law or rate on deferred tax  liabilities;  accruals for
reorganization  and  restructuring  programs;  uninsured  catastrophic  property
losses;  the  cumulative  effect of changes in  accounting  principles;  and any
extraordinary  non-recurring  items as described in Accounting  Principles Board
Opinion No. 30 and/or in  management's  discussion  and  analysis  of  financial
performance appearing in the Corporation's annual report to shareholders for the
applicable year.

6. PERFORMANCE GOALS

     Prior to the end of the first  quarter of each  fiscal  year the Plan is in
effect, the Committee shall establish in writing the performance goals, based on
one or more of the  performance  criteria  set forth in Section  5, and  payment
schedules  or  formulae  tied to such  goals for the  individuals  described  in
Section 3.

7.       PAYMENTS

     The  Committee  shall certify in writing the  attainment of the  applicable
performance  goals before  making any payments  for the  applicable  performance
year. The Committee,  at its sole  discretion,  may reduce the amount of payment
below that determined using the applicable  performance criteria or formulae for
a given  participant.  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  Corporation  or any  combination
thereof.  If any payments are made in the form of common stock or stock  options
of the  Corporation,  the value  thereof  shall be determined as the mean of the
high and low prices of the common stock as of the date the  Committee  certifies
the attainment of performance goals and the number of shares so issued or shares
underlying  any stock  options so issued  shall be  deducted  from the number of
shares  available  for  issue  under  the  Corporation's  2000  Employee  Equity
Participation Program (or subsequent Program then in effect).

8. PAYMENT DEFERRALS

     The Committee may mandate and/or permit the deferral of all or a portion of
any payment earned under the Plan.  Deferred payment accounts may be denominated
in: cash amounts with the crediting of interest;  phantom  mutual fund accounts;
or common  stock  equivalent  unit  accounts,  provided  that any  crediting  of
interest  or dividend  equivalents  shall not cause the  eventual  payment to be
nondeductible  under  Section  162(m) of the Code as determined in good faith by
the Committee at the time of such crediting.

9. AMENDMENT; TERMINATION

     The Board of Directors 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 by Section 162(m) of the Code, other applicable law or the rules
of any applicable stock exchange.

10. SECTION 162(M)

     All  payments   under  this  Plan  are  designed  to  satisfy  the  special
requirements for  performance-based  compensation set forth in Section 162(m) of
the Code, and the Plan shall be so construed.  If a provision of the Plan causes
the payment to fail to satisfy  these special  requirements,  it shall be deemed
amended to satisfy the  requirements to the extent  permitted by law and subject
to Committee approval.

11. OTHER INCENTIVE PLANS

     The Board may provide that persons  specified in Section 3 may  participate
in and receive payments under other incentive  compensation plans,  programs and
arrangements  maintained  by  the  Corporation,  as  it  deems  appropriate  and
necessary.

12. NO TRUST

     The Plan shall not  create or be  construed  to create a trust or  separate
fund of any kind or a fiduciary  relationship  between the  Corporation  and any
affiliate and a Participant  or any other person.  To the extent that any person
acquires a right to  receive  payments  from the  Corporation  or any  affiliate
pursuant  to this Plan,  such right  shall not be greater  than the right of any
unsecured general creditor of the Corporation or of any affiliate.

13. GOVERNING LAW

     The  validity,  construction  and effect of the Plan and any  agreements or
other  instruments  issued under it shall be determined  in accordance  with the
laws of New York without reference to the principles of conflict of laws.

14.      SEVERABILITY

     If any portion of this Plan is deemed to be void, that portion of the Plan,
and that portion  only,  will be deemed void.  All other  provisions of the Plan
will remain in effect.


<PAGE>


                        [Letterhead of William D. Eggers]
                                                                   EXHIBIT 5.1

                                                               October 2, 2003

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

Dear Sirs:

     I am Senior Vice President and General Counsel of Corning Incorporated (the
"Company")  and am familiar with the  preparation  and filing of a  Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended,  with respect to the Deferred  Compensation  Obligations which
may be offered by the Company pursuant to the Corning Incorporated 2003 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 Accountants


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  January 21,  2003,  relating to the
financial  statements and financial statement schedule,  which appear in Corning
Incorporated's Annual Report on Form 10-K for the year ended December 31, 2002.




/s/ PricewaterhouseCoopers LLP
New York, New York
September 30, 2003


<PAGE>



                              CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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


     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.




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

<PAGE>

                              CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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


     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.




                                                /s/ James B. Flaws
                                               --------------------------------
                                                    James B. Flaws

<PAGE>

                              CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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


     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.



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

<PAGE>


                              CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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


     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.




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



<PAGE>




                              CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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


     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.



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



<PAGE>




                              CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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


     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.




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



<PAGE>




                              CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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


     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.




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



<PAGE>


                              CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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


     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.




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



<PAGE>


                              CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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


     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.




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


<PAGE>


                              CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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


     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.




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


<PAGE>


                              CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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


     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.




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


<PAGE>


                              CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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


     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.




                                                /s/ Wendell P. Weeks
                                              ---------------------------------
                                                    Wendell P. Weeks


<PAGE>

                              CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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


     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.


     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.




                                                 /s/ Hansel E. Tookes II
                                                 ------------------------------
                                                     Hansel E. Tookes II
[{"type": "S-8", "sequence": "1", "filename": "varicomps8.txt", "description": "2003 VARIABLE COMPENSATION PLAN", "secsgml_size_bytes": 61485}]
{"company-data": {"conformed-name": "CORNING INC /NY", "cik": "0000024741", "assigned-sic": "3357", "irs-number": "160393470", "state-of-incorporation": "NY", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109405", "film-number": "03924801"}, "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"}}
Microsoft Word 10.0.4219;

As filed with the Securities and Exchange Commission October 2, 2003

                                                   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       (Address of principal   (Zip Code)     (I.R.S. Employer
jurisdiction of          executive offices)                 Identification No.)
incorporation
or organization)
                         2003 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 $10,000,000     100%           $10,000,000       $809.00
Obligations (1)

-------------------------------------------------------------------------------
(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 2003 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 II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

1.   The Annual Report on Form 10-K for the fiscal year ended December 31, 2002,
     filed on February  20,  2003,  of Corning  Incorporated  ("Corning"  or the
     "Company").

2.   The  Quarterly  Reports on Form 10-Q for the quarters  ended March 31, 2003
     and June 30, 2003, filed on May 1, 2003 and August 16, 2003, respectively.

3.   All other reports  filed by the Company  pursuant to Section 13(a) or 15(d)
     of the Exchange Act since  December 31, 2002,  consisting  of the Company's
     Current  Reports on Form 8-K filed on January  23,  2003,  April 22,  2003,
     April 24, 2003,  April 29, 2003, May 13, 2003,  July 21, 2003 and September
     4, 2003, respectively and Form 8-K/A filed on July 22, 2003.

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 2003 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 2003 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.

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
2003 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

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) to the
     Company's Annual Report on Form 10-K for the year ended December 31, 2000).

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  Annual  Report  on Form  10-K for the year  ended
     December 31, 2002).

                                      II-2
4.5  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)).

4.6  Corning Incorporated 2003 Variable Compensation Plan.*

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,  represents a  fundamental  change in the  information  set
          forth in the registration  statement.  Notwithstanding  the foregoing,
          any increase or decrease in volume of securities offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration Fee" table in the effective  registration
          statement.

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

     Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) of this section
do not apply if the registration  statement is on Form S-3, Form S-8 or Form F-3
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

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

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

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the

                                      II-3
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)  The  undersigned  registrant  hereby  undertakes  to deliver or cause to be
     delivered with the prospectus to each person to whom the prospectus is sent
     or given, the latest annual report to security holders that is incorporated
     by reference in the  prospectus  and furnished  pursuant to and meeting the
     requirements of Rule 14a-3 or Rule 14c-3 under the Securities  Exchange Act
     of 1934; and, where interim financial  information required to be presented
     by  Article  3 of  Regulation  S-X is not set forth in the  prospectus,  to
     deliver,  or cause to be delivered to each person to whom the prospectus is
     sent  or  given,   the  latest   quarterly   report  that  is  specifically
     incorporated  by  reference  in the  prospectus  to  provide  such  interim
     financial information.

(d)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     registrant  has been  advised  that in the opinion of the  Commission  such
     indemnification  is against  public  policy as expressed in the Act and is,
     therefore,  unenforceable.  In the event  that a claim for  indemnification
     against  such  liabilities  (other  than the payment by the  registrant  of
     expenses incurred or paid by a director,  officer or controlling  person of
     the registrant in the successful defense of any action, suit or proceeding)
     is asserted by such director,  officer or controlling  person in connection
     with the securities being  registered,  the registrant will,  unless in the
     opinion  of  its  counsel  the  matter  has  been  settled  by  controlling
     precedent,  submit  to a court of  appropriate  jurisdiction  the  question
     whether such indemnification by it is against public policy as expressed in
     the Act and will be governed by the final adjudication of such issue.

                                      II-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 October 2003.

                                 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 October 2, 2003 by the  following  persons in
the capacities indicated:

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

 /s/ James R. Houghton                     Chief Executive
------------------------------------       Officer and Chairman
         (James R. Houghton)               (Principal Executive Officer)

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

 /s/ Katherine A. Asbeck                   Senior Vice President and Controller
------------------------------------       (Principal Accounting Officer)
         (Katherine A. Asbeck)

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

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

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

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

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

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

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

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

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

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

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

               *                            Director
-------------------------------------
         (Wendell P. Weeks)

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

                                      II-6
EXHIBIT INDEX

Exhibit                                                               Page
Number                     Description                                Number

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) to the
     Company's Annual Report on Form 10-K for the year ended December 31, 2000).

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  Annual  Report  on Form  10-K for the year  ended
     December 31, 2002).

4.5  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)).

4.6  Corning Incorporated 2003 Variable Compensation Plan.*

5.1  Opinion of Counsel.*

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

23.3 Consent of PricewaterhouseCoopers LLP.*

24.1 Powers of Attorney.*

*  Filed herewith.

                                      11-7
Exhibit 4.6
                              Corning Incorporated

                         2003 Variable Compensation Plan

1.       PURPOSE

     The purpose of the Corning  Incorporated  2003 Variable  Compensation  Plan
(the "Plan") is to motivate and reward performance with tax deductible  payments
to  those  executive  officers  of  Corning   Incorporated   ("Corning"  or  the
"Corporation")  subject to Section  162(m) of the Internal  Revenue of 1986,  as
amended, and to the regulations and rulings promulgated thereunder (the "Code").

2. EFFECTIVE DATE AND TERM

     The Plan shall be effective for Corning's 2003 fiscal year upon approval by
Corning's shareholders and will continue for each subsequent fiscal year through
2007 unless earlier terminated by Corning's Board of Directors (the "Board").

3.       PARTICIPANTS

     The  individuals  who  may  receive  payments  under  the  Plan,  based  on
performance  for any fiscal  year  while the Plan is in  effect,  shall be those
persons  employed  by  the  Corporation  at the  end of  each  fiscal  year  who
constitute  the  Corporation's  chief  executive  officer  and all other  highly
compensated executive officers whose compensation may be subject to the scope of
Section 162(m) of the Code.

4. COMMITTEE ADMINISTRATION

     The Plan shall be  administered  by a committee  appointed  by the Board of
Directors and consisting of at least three non-employee directors,  each of whom
satisfies  the  requirements  for an "outside  director" as that term is defined
under Section  162(m) of the Code.  The Committee  shall have the sole authority
and discretion to administer and interpret the Plan in good faith to satisfy the
requirements for tax deductibility of payments in accordance with Section 162(m)
of the Code. Such authority shall include selection of the performance  criteria
for any applicable fiscal year and the individual participants. Decisions of the
Committee  shall be final,  conclusive and binding on all parties  including the
Corporation,   its   stockholders   and   participants,   and   their   personal
representatives, beneficiaries and heirs.
5. PERFORMANCE CRITERIA

     The Committee 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.  The  performance
criteria which the Committee may use are: operating profits (including  EBITDA),
net profits, earnings per share, profit returns and margins, cashflow, revenues,
returns on assets,  equity or  investments,  shareholder  return  and/or  value,
working capital and stock price.  Performance criteria may be measured solely on
a  corporate,  subsidiary  or business  unit basis,  or a  combination  thereof.
Further,  performance  criteria  may  reflect  corporate  performance  alone  or
performance  relative  to the  performance  of a peer group of entities or other
external measure of the criteria  selected.  Profit,  earnings and revenues used
for any  performance  criteria  measurements  shall exclude:  gains or losses on
operating asset sales or dispositions;  asset  write-downs;  litigation or claim
judgments  or  settlements;  accruals for  historic  environmental  obligations;
effect of changes in tax law or rate on deferred tax  liabilities;  accruals for
reorganization  and  restructuring  programs;  uninsured  catastrophic  property
losses;  the  cumulative  effect of changes in  accounting  principles;  and any
extraordinary  non-recurring  items as described in Accounting  Principles Board
Opinion No. 30 and/or in  management's  discussion  and  analysis  of  financial
performance appearing in the Corporation's annual report to shareholders for the
applicable year.

6. PERFORMANCE GOALS

     Prior to the end of the first  quarter of each  fiscal  year the Plan is in
effect, the Committee shall establish in writing the performance goals, based on
one or more of the  performance  criteria  set forth in Section  5, and  payment
schedules  or  formulae  tied to such  goals for the  individuals  described  in
Section 3.

7.       PAYMENTS

     The  Committee  shall certify in writing the  attainment of the  applicable
performance  goals before  making any payments  for the  applicable  performance
year. The Committee,  at its sole  discretion,  may reduce the amount of payment
below that determined using the applicable  performance criteria or formulae for
a given  participant.  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  Corporation  or any  combination
thereof.  If any payments are made in the form of common stock or stock  options
of the  Corporation,  the value  thereof  shall be determined as the mean of the
high and low prices of the common stock as of the date the  Committee  certifies
the attainment of performance goals and the number of shares so issued or shares
underlying  any stock  options so issued  shall be  deducted  from the number of
shares  available  for  issue  under  the  Corporation's  2000  Employee  Equity
Participation Program (or subsequent Program then in effect).

8. PAYMENT DEFERRALS

     The Committee may mandate and/or permit the deferral of all or a portion of
any payment earned under the Plan.  Deferred payment accounts may be denominated
in: cash amounts with the crediting of interest;  phantom  mutual fund accounts;
or common  stock  equivalent  unit  accounts,  provided  that any  crediting  of
interest  or dividend  equivalents  shall not cause the  eventual  payment to be
nondeductible  under  Section  162(m) of the Code as determined in good faith by
the Committee at the time of such crediting.

9. AMENDMENT; TERMINATION

     The Board of Directors 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 by Section 162(m) of the Code, other applicable law or the rules
of any applicable stock exchange.

10. SECTION 162(M)

     All  payments   under  this  Plan  are  designed  to  satisfy  the  special
requirements for  performance-based  compensation set forth in Section 162(m) of
the Code, and the Plan shall be so construed.  If a provision of the Plan causes
the payment to fail to satisfy  these special  requirements,  it shall be deemed
amended to satisfy the  requirements to the extent  permitted by law and subject
to Committee approval.

11. OTHER INCENTIVE PLANS

     The Board may provide that persons  specified in Section 3 may  participate
in and receive payments under other incentive  compensation plans,  programs and
arrangements  maintained  by  the  Corporation,  as  it  deems  appropriate  and
necessary.

12. NO TRUST

     The Plan shall not  create or be  construed  to create a trust or  separate
fund of any kind or a fiduciary  relationship  between the  Corporation  and any
affiliate and a Participant  or any other person.  To the extent that any person
acquires a right to  receive  payments  from the  Corporation  or any  affiliate
pursuant  to this Plan,  such right  shall not be greater  than the right of any
unsecured general creditor of the Corporation or of any affiliate.

13. GOVERNING LAW

     The  validity,  construction  and effect of the Plan and any  agreements or
other  instruments  issued under it shall be determined  in accordance  with the
laws of New York without reference to the principles of conflict of laws.

14.      SEVERABILITY

     If any portion of this Plan is deemed to be void, that portion of the Plan,
and that portion  only,  will be deemed void.  All other  provisions of the Plan
will remain in effect.
[Letterhead of William D. Eggers]
                                                                   EXHIBIT 5.1

                                                               October 2, 2003

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

Dear Sirs:

     I am Senior Vice President and General Counsel of Corning Incorporated (the
"Company")  and am familiar with the  preparation  and filing of a  Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended,  with respect to the Deferred  Compensation  Obligations which
may be offered by the Company pursuant to the Corning Incorporated 2003 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 Accountants

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  January 21,  2003,  relating to the
financial  statements and financial statement schedule,  which appear in Corning
Incorporated's Annual Report on Form 10-K for the year ended December 31, 2002.

/s/ PricewaterhouseCoopers LLP
New York, New York
September 30, 2003
CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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

     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.

                                                    /s/  John Seely Brown
                                                    --------------------------
                                                         John Seely Brown
CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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

     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.

                                                /s/ James B. Flaws
                                               --------------------------------
                                                    James B. Flaws
CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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

     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.

                                                      /s/ Gordon Gund
                                                      ------------------------
                                                          Gordon Gund
CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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

     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.

                                                  /s/ John M. Hennessy
                                               -------------------------------
                                                      John M. Hennessy
CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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

     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.

                                                  /s/ James R. Houghton
                                                  ---------------------------
                                                      James R. Houghton
CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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

     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.

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

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

                                POWER OF ATTORNEY

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

     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.

                                               /s/ Jeremy R. Knowles
                                              -------------------------------
                                                   Jeremy R. Knowles
CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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

     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.

                                             /s/ Deborah D. Rieman
                                           -----------------------------
                                                 Deborah D. Rieman
CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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

     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.

                                           /s/ H. Onno Ruding
                                          ------------------------------------
                                               H. Onno Ruding
CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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

     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.

                                              /s/ William D. Smithburg
                                             ---------------------------------
                                                  William D. Smithburg
CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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

     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.

                                             /s/ Peter F. Volanakis
                                            -----------------------------------
                                                Peter F. Volanakis
CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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

     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.

                                                /s/ Wendell P. Weeks
                                              ---------------------------------
                                                    Wendell P. Weeks
CORNING INCORPORATED

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

                                POWER OF ATTORNEY

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

     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  director  and/or
officer of Corning  Incorporated,  a New York corporation  (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, 2002, or other  applicable  form,
including  any  and  all  exhibits,  schedules,   amendments,   supplements  and
supporting  documents  thereto,  including,  but not  limited  to, the Form 11-K
Annual Reports of the  Corporation's  401(k) Plans and similar plans pursuant to
the 1934 Act, and all amendments,  supplementations  and corrections thereto, to
be filed by the  Corporation  with the Securities and Exchange  Commission  (the
"SEC"), as required in connection with its registration  under the 1934 Act; and
(2) one or more Registration Statements, on Form S-8, or other applicable forms,
and all amendments, including post-effective amendments, thereto, to be filed by
the  Corporation  with the SEC in  connection  with the  registration  under the
Securities  Act of 1933, as amended,  of securities of the  Corporation,  and to
file the same, with all exhibits  thereto and other supporting  documents,  with
the SEC.

     IN WITNESS WHEREOF,  the undersigned has subscribed these presents this 5th
of February, 2003.

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