Mail Stop 7010
      August 11, 2005
William D. Eggers, Esq.
Senior Vice President and General Counsel
Corning Incorporated
One Riverfront Plaza
Corning, New York 14831

Re:	Corning Incorporated
	Registration Statement on Form S-3
	Filed August 1, 2005
	File No. 333-127065

Dear Mr. Eggers :

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Because you are attempting to register the resale of common
stock
that is not yet outstanding, it does not appear that you are
eligible
to register this transaction on a Form S-3.  Please refer to
General
Instruction I. B. 3 to Form S-3 and Phone Interp. A.51.

Selling Shareholder, page 18

2. On your amended form, please provide a selling shareholder
table
disclosing all of the information required by Item 507 of
Regulation
S-K.  For instance, disclose the amount of securities offered and
the
percentage of the class to be owned after completion of the
offering.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

      ?	should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to
the
filing;
      ?	the action of the Commission or the staff, acting
pursuant
to delegated authority, in declaring the filing effective, does
not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
      ?	the company may not assert staff comments and the
declaration of effectiveness as a defense in any proceeding
initiated
by the Commission or any person under the federal securities laws
of
the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further



review before submitting a request for acceleration.  Please
provide
this request at least two business days in advance of the
requested
effective date.

     Please contact Craig Slivka, Staff Attorney, at (202) 551-
3729
or in his absence Chris Edwards, Special Counsel, at (202) 551-
3742
with any questions.



      					Sincerely,


      					Assistant Director
								Pamela A. Long

CC:	Stephen T. Giove
	(212) 848-7179

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William D. Eggers, Esq.
Corning Incorporated
Page 1 of 3


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE