SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K


                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


       Date of report (Date of earliest event reported): November 15, 2001





                              CORNING INCORPORATED
             (Exact name of registrant as specified in its charter)


 New York                              1-3247           16-0393470
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(State or other jurisdiction         (Commission       (I.R.S. Employer
        of Incorporation)            File Number)       Identification No.)



One Riverfront Plaza, Corning, New York                          14831
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(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code       (607) 974-9000
                                                    -------------------------

                                      N/A
- -----------------------------------------------------------------------------
(Former name or former address, if changed since last report.)


                                Page 1 of 4 Pages
                             Exhibit Index on Page 4






Item 5. Other Events and Regulation FD.
        -------------------------------


On November 15,  2001,  Corning  Incorporated  announced  that the  underwriters
exercised their option to purchase an additional $65 million principal amount of
convertible  debentures  due  November 1, 2008,  in addition to the $600 million
they purchased from the company on November 8, 2001. The press release  relating
to this  announcement  is filed  herewith  as Exhibit  99.1 and is  incorporated
herein by reference.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
         ------------------------------------------------------------------

         (c)      Exhibits.

99.1     Press Release dated November 15, 2001









     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated:    November 15, 2001


                                      CORNING INCORPORATED


                                      By     /s/  Katherine A. Asbeck
                                      ---------------------------------------
                                      Katherine A. Asbeck
                                      Senior Vice President & Controller





                                INDEX TO EXHIBITS

(c)      Exhibits
         --------

99.1     Press Release dated November 15, 2001







FOR RELEASE -- NOVEMBER 15, 2001

Media Contact:                          Investor Relations Contact:
Daniel F. Collins                       Katherine M. Dietz
(607) 974-4197                          (607) 974-8217
collinsdf@corning.com                   dietzkm@corning.com
- ---------------------                   -------------------


  Corning Incorporated Announces Underwriters Have Exercised Option to Purchase
                             Additional Securities

CORNING,  N.Y.  -- Corning  Incorporated  (NYSE:GLW)  today  announced  that the
underwriters  have exercised  their option to purchase an additional $65 million
principal  amount of 3.50%  convertible  debentures  due  November  1, 2008,  in
addition  to the $600  million  they  purchased  from the company on November 8,
2001. The debentures are redeemable at Corning's option after November 2004. The
securities  are issued  under  Corning's  existing  $5 billion  universal  shelf
registration statement. The sole bookrunning manager was Goldman, Sachs & Co.

Net proceeds  from the sale of  additional  securities  will be used for general
corporate  purposes,  including working capital  requirements,  normal,  ongoing
capital spending, and the possible funding of future acquisitions.

The  offering  of the  convertible  debentures  represents  a new  financing  by
Corning.  The  offering  was  made by  means  of a  prospectus  supplement  to a
prospectus  that is part of Corning's  universal  shelf  registration  statement
previously filed with the U.S.  Securities and Exchange  Commission and declared
effective in March 2001. For a copy of the prospectus and prospectus  supplement
relating to the offering,  contact the prospectus department of Goldman, Sachs &
Co., 85 Broad Street, New York, N.Y.,10004; telephone: (212) 902-1171.

This news release shall not constitute an offer to sell, or the  solicitation of
an offer  to buy,  nor  shall  there  by any  sale of  these  securities  in any
jurisdiction  in which such offer,  solicitation or sale would be unlawful prior
to  registration  or  qualification  under  the  securities  laws  of  any  such
jurisdiction.

Established in 1851, Corning Incorporated creates leading-edge  technologies for
the fastest-growing markets of the world's economy. Corning manufactures optical
fiber,  cable and photonic  products for the  telecommunications  industry;  and
high-performance displays and components for television,  information technology
and other  communications-related  industries.  The company  also uses  advanced
materials  to   manufacture   products   for   scientific,   semiconductor   and
environmental markets.