September 28, 2005






Via EDGAR and Facsimile (202-772-9368)

Mr. Craig Slivka
Division of Corporation Finance
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Mail Stop: 0409


                              Corning Incorporated
              Amendment No. 1 to Registration Statement on Form S-3
                               File No. 333-127065


Dear Mr. Slivka:

     On behalf of our client,  Corning  Incorporated (the "Company"),  set forth
below are the Company's  responses to the comments (the "Comments") of the staff
(the "Staff") of the  Securities  and Exchange  Commission  (the  "Commission"),
dated  September  21,  2005,  concerning  Amendment  No.  1 to the  Registration
Statement  on Form S-3  (File No.  333-127065),  filed by the  Company  with the
Commission  on September 16, 2005.  The  responses set forth below  indicate the
changes that have been made in  Amendment  No. 2 to the  Registration  Statement
filed  today  with  the   Commission   in  response  to  the  Comments  and  our
conversations  with the Staff. The prospectus forming a part of any Registration
Statement  that we file with the Commission is referred to in this letter as the
"Prospectus."

General
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Comment No. 1: On the cover page and elsewhere in the prospectus you continue to
refer to this as a  prospectus  relating to the  "resale" of common stock by the
Corning Incorporated  Retirement Master Trust (the "Master Trust").  Because the
shares will not be sold to the Master Trust in a private  placement  and because
the Master Trust will be considered an underwriting in its sales,  please revise
to state  that this  prospectus  relates  to sales by and on  behalf of  Corning
Incorporated rather than resales by any other party.

Response:  As  requested by the Staff,  the Company has revised the  disclosure.
- --------




Legality Opinion
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Comment No. 2:  Because the  preferred  share  purchase  rights are  contractual
obligations,  please  provide an opinion about  whether the purchase  rights are
binding obligations of the issuer under state contract law.

Response:  As requested  by the Staff,  the Company has provided an opinion that
the purchase rights are binding  obligations of the issuer under the laws of the
State of New York.

                                      * * *

     If you have any questions with regard to these responses, or if you require
additional information, please feel free to contact me at (212) 848-7325.

                                                    Sincerely,

                                                    /S/ Stephen T. Giove
                                                    ---------------------------
                                                    Stephen T. Giove


cc: William Eggers, Corning Incorporated
    LaFleur Browne, Corning Incorporated