Exhibit 3(ii) 2

                       AMENDMENT TO ARTICLE III, SECTION 9
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                       OF BY-LAWS OF CORNING INCORPORATED
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                        EFFECTIVE AS OF FEBRUARY 5, 2003
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At the  February  5, 2003  meeting of the Corning  Incorporated  ("Corporation")
Board of Directors,  it was proposed that Article III,  Section 9 of the By-Laws
of the  Corporation be amended to provide that the Audit Committee shall appoint
annually a firm of certified public  accountants to audit the books and accounts
of the Corporation and its subsidiary  companies and to report to the Committee.
The previous By-Laws section had provided for the Audit Committee to recommend a
firm of  certified  public  accountants  to be  appointed  by the full  Board of
Directors.

Upon motion duly made and seconded, the following resolution was approved:

     RESOLVED,  that the By-Laws of the Corporation be, and the same hereby are,
     amended in the following respects:

     A.   ARTICLE III - DIRECTORS

          To amend Article III ss.9 by deleting the words "recommend" and "to be
          appointed by the Board of Directors"  and inserting the word "appoint"
          in place of the deleted word  "recommend,"  so "appoint"  shall appear
          after the words "The Committee shall" in such sentence.

          The second sentence of ss.9 shall then read as follows:

          "The Committee  shall appoint,  annually,  a firm of certified  public
          accountants to audit the books and accounts of the Corporation and its
          subsidiary companies and to report to the Committee."