UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   SCHEDULE TO
            Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                                (Amendment No. 3)

                              Corning Incorporated
                       (Name of Subject Company (Issuer))

                              Corning Incorporated
                        (Name of Filing Person (Issuer))

             ZERO COUPON CONVERTIBLE DEBENTURES DUE NOVEMBER 8, 2015
                         (Title of Class of Securities)

                                   219350 AJ 4
                      (CUSIP Number of Class of Securities)

                                William D. Eggers
                            Senior Vice President and
                                 General Counsel
                              Corning Incorporated
                              One Riverfront Plaza
                             Corning, New York 14831
                                 (607) 974-9000



     ___ Check the box if any part of the fee is offset as  provided by Rule 0-1
l(a)(2) and identify  the filing with which the  offsetting  fee was  previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.

Amount Previously Paid: $50,596
Date Filed: May 7, 2003

Filing Party: Corning Incorporated SEC File No. 005-19283
Form or Registration No.: Schedule TO-I

     _X_  Check  the  box  if  the   filing   relates   solely  to   preliminary
communications made before the commencement of a tender offer.

     ___ Check the  appropriate  boxes below to designate  any  transactions  to
which the statement relates:

     ___ Third-party tender offer subject to Rule 14d-l.

     _X_ Issuer tender offer subject to Rule 13e-4.

     ___ Going-private transaction subject to Rule 13e-3.

     ___ Amendment to Schedule l3D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: _X_





                    INTRODUCTORY STATEMENT TO AMENDMENT NO. 3

     This  Amendment No. 3 to Tender Offer  Statement on Schedule TO dated as of
June 11, 2003, relates to an offer by Corning  Incorporated  ("Corning"),  a New
York corporation,  to purchase for cash up to $834,000,000  aggregate  principal
amount at maturity of its Zero Coupon  Convertible  Debentures  due  November 8,
2015 (the  "Notes") at a purchase  price of not greater  than $750 nor less than
$725 per $1,000 principal amount at maturity of the Notes.  This amount includes
2% of the outstanding  principal  amount at maturity of the Notes in addition to
the principal amount at maturity originally sought in the offer.  Reference to a
Note in the singular refers to a Note  representing  $1,000  principal amount at
maturity.

     This  Amendment  No. 3 to Tender  Offer  Statement  on Schedule TO is being
filed by Corning and amends and  supplements  certain  provisions  of  Corning's
Tender  Offer  Statement on Schedule TO filed with the  Securities  and Exchange
Commission  (the  "SEC") on May 7, 2003,  as amended on May 20, 2003 and June 5,
2003 (as amended and  supplemented,  the "Schedule TO") and Corning's  offer for
the  Notes  set  forth in the  Offer  to  Purchase  for Cash Up to  $800,000,000
Aggregate   Principal   Amount  at  Maturity  of  its  Outstanding  Zero  Coupon
Convertible  Debentures Due November 8, 2015 (CUSIP No. 219350 AJ 4) (as amended
and  supplemented,   the  "Offer  to  Purchase"),  and  the  related  Letter  of
Transmittal,   as  amended  (as  amended  and   supplemented,   the  "Letter  of
Transmittal")  which,  together  with the  Offer  to  Purchase,  constitute  the
"Offer")  and both of which are filed as  Exhibits  to the  Schedule TO with the
SEC. The Offer expired at 12:00  midnight,  Eastern  Time, on June 4, 2003.  The
Schedule  TO, as amended  and  supplemented  hereby,  is intended to satisfy the
reporting  requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of
1934, as amended.

     Capitalized  terms used in this amendment and not otherwise  defined herein
have the meanings given to them in the Offer to Purchase and the Schedule TO.

Item 4. Terms of the Transaction

     Item 4 of the Schedule TO is hereby amended and  supplemented by adding the
following language:

     The Offer expired at 12:00  midnight,  Eastern Time, on Wednesday,  June 4,
2003.  Approximately $848 million aggregate  principal amount at maturity of the
Notes were validly tendered and not withdrawn, at or below the purchase price in
the Offer.  Corning has accepted for purchase $834 million  aggregate  principal
amount at maturity of the validly tendered and not withdrawn Notes at a purchase
price of $747.50 per $1,000 principal amount at maturity of Notes.  Because more
of the  Notes  were  validly  tendered  at or below the  purchase  price and not
withdrawn,  Corning will  purchase,  on a prorated  basis,  98.34% of the Notes.
Payment  for the Notes  accepted  for  purchase,  and return of all other  Notes
tendered  but not  accepted is expected to occur by June 12,  2003.  On June 11,
2003 Corning issued a press release announcing the final results of the Offer. A
copy of this press release is filed as Exhibit  (a)(5)(D) to the Schedule TO and
is incorporated herein by reference.





Item 12. Exhibits

Item 12 is hereby amended and supplemented to add Exhibit (a)(5)(D) as follows:

(a)(l)(A) Offer to Purchase, dated May 7, 2003.*

(a)(l)(B) Revised form of Letter of Transmittal, including taxpayer I.D.
guidelines.**

(a)(1)(C) Form of Notice of Guaranteed Delivery.*

(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*

(a)(1)(E) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*

(a)(5)(A) Summary Advertisement.*

(a)(5)(B) Press Release issued by Corning on May 6, 2003.*

(a)(5)(C) Press Release issued by Corning on June 5, 2003, regarding preliminary
results of the tender offer.***

(a)(5)(D) Press Release issued by Corning on June 11, 2003, regarding final
results of the tender offer.

(b)(1)    Not applicable

(d)       Not applicable.

(g)       Not applicable.

(h)       Not applicable.


* Previously filed with Corning's Schedule TO, filed with the Commission on May
7, 2003.
** Previously filed with Corning's Amendment No. 1 to Schedule TO, filed with
the Commission on May 20, 2003.
*** Previously filed with Corning's AmendmentNo. 2 to Schedule TO, filed with
the Commission on June 5, 2003.





                                    SIGNATURE

     After due inquiry  and to the best of my  knowledge  and belief,  I certify
that the information set forth in this statement is true, complete and correct.


                              CORNING INCORPORATED

                              By: /s/ Mark S. Rogus
                              -------------------------------------
                              Name:  Mark S. Rogus
                              Title:  Vice President and Treasurer


Dated: June 11, 2003





                                INDEX TO EXHIBITS

Exhibit No. Description

(a)(l)(A) Offer to Purchase, dated May 7, 2003.*

(a)(l)(B) Revised form of Letter of Transmittal, including taxpayer I.D.
guidelines.**

(a)(1)(C) Form of Notice of Guaranteed Delivery.*

(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*

(a)(1)(E) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*

(a)(5)(A) Summary Advertisement.*

(a)(5)(B) Press Release issued by Corning on May 6, 2003.*

(a)(5)(C) Press Release issued by Corning on June 5, 2003, regarding preliminary
results of the tender offer.***

(a)(5)(D) Press Release issued by Corning on June 11, 2003, regarding final
results of the tender offer.

(b)(1)    Not applicable

(d)       Not applicable.

(g)       Not applicable.

(h)       Not applicable.

* Previously filed with Corning's  Schedule TO, filed with the Commission on May
7, 2003.
** Previously  filed with  Corning's  Amendment No. 1 to Schedule TO, filed with
the Commission on May 20, 2003.
*** Previously  filed with Corning's  AmendmentNo.  2 to Schedule TO, filed with
the Commission on June 5, 2003.





FOR IMMEDIATE RELEASE -- JUNE 11, 2003




Media Relations Contact:                    Investor Relations Contact:
Daniel F. Collins                           Kenneth C. Sofio
(607) 974-4197                              (607) 974-7705
collinsdf@corning.com                       sofiokc@corning.com



                 Corning Announces Final Results of Tender Offer


CORNING,  N.Y. -- Corning  Incorporated  (NYSE:GLW)  today  announced  the final
results  of its  previously  announced  modified  Dutch  auction  tender for its
outstanding zero coupon convertible  debentures.  The offer expired at midnight,
Eastern Time, on June 4, 2003.

     Corning has accepted for purchase $834 million  aggregate  principal amount
at maturity of debentures validly tendered and not withdrawn at a purchase price
of $747.50 per $1,000 of principal  amount at  maturity.  Because more than $834
million  principal amount of debentures were validly tendered and not withdrawn,
Corning will purchase, on a prorated basis, 98.34% of the debentures tendered at
or below the purchase price.

The purchase  price applies to all debentures  accepted for payment  pursuant to
the offer.  The cash payment  required to complete the tender is $623.4 million.
Payment for the  debentures  accepted  for purchase is expected to occur by June
12, 2003. All  debentures not accepted for payment will be promptly  returned to
holders.

J.P. Morgan  Securities  Inc. and Banc of America  Securities LLC acted as joint
dealer managers for the tender offer. Georgeson Shareholder  Communications Inc.
served as information agent and Alpine Fiduciary Services, Inc. as depositary.







Corning Announces Final Results of Tender Offer
Page Two


About  Corning   Incorporated
Established   in  1851,   Corning   Incorporated   (www.corning.com)   creates
leading-edge  technologies that offer growth  opportunities in markets that fuel
the world's economy.  Corning  manufactures  optical fiber, cable,  hardware and
equipment in its  Telecommunications  segment.  Corning's  Technologies  segment
manufactures high-performance display glass, and products for the environmental,
life sciences, and semiconductor markets.

Forward-Looking   and  Cautionary   Statements
This press release containsforward-looking  statements that involve a variety of
business risks and other uncertainties that could cause actual results to differ
materially.  These risks and uncertainties include the possibility of changes or
fluctuations in global economic  conditions;  currency  exchange rates;  product
demand and industry capacity; competitive products and pricing; availability and
costs  of  critical  components  and  materials;  new  product  development  and
commercialization;  order  activity  and demand  from major  customers;  capital
spending  by  larger  customers  in the  telecommunications  industry  and other
business  segments;  the mix of sales between premium and non-premium  products;
possible disruption in commercial activities due to terrorist activity and armed
conflict;  ability to obtain  financing and capital on  commercially  reasonable
terms;  acquisition and divestiture activities;  the level of excess or obsolete
inventory;  the ability to enforce patents;  product and components  performance
issues; and litigation. These and other risk factors are identified in Corning's
filings with the Securities and Exchange Commission.  Forward-looking statements
speak  only  as of the day  that  they  are  made,  and  Corning  undertakes  no
obligation to update them in light of new information or future events.

THIS RELEASE IS FOR  INFORMATIONAL  PURPOSES  ONLY AND IS NOT AN OFFER TO BUY OR
THE  SOLICITATION  OF AN OFFER TO SELL ANY OF CORNING'S ZERO COUPON  CONVERTIBLE
DEBENTURES.