8-K

1
               SECURITIES AND EXCHANGE COMMISSION


                     Washington, DC  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)

                        October 18, 1994


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

          New York                 1-3247         16-0393470

(State or other jurisdiction   (Commission       (I.R.S.
of incorporation)               File Number)      Employer
                                              Identification
                                                  No.)




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


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


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


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Item 5.   Other Events.

Attached for filing as an exhibit hereto is the item listed
in "Item 7 -- Financial Statements, Pro Forma Financial
Information and Exhibits" below.  Such item is being filed
in connection with the offering by Corning Incorporated of
$400,000,000 aggregate principal amount of its Medium-Term
Notes due from 9 months to 50 years from Date of Issue.


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


Exhibits:

The Registrant's press release of October 18, 1994.





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                           SIGNATURES


     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 thereunto duly
authorized.



                                        CORNING INCORPORATED
                                        Registrant



Date:  October 18, 1994           By   /s/ M. ANN GOSNELL
                                           M. Ann Gosnell
                                           Assistant Secretary

EX-99

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                                                       Kathryn C. Littleton
                                                             (607) 974-8206
                                                             John H. Abrams
                                                             (607) 974-8832
                                                                           
IMMEDIATE RELEASE
October 18, 1994
             Corning Incorporated Reports Third Quarter Results;

           Improved Performance Demonstrates Growth in Key Markets



    CORNING, N.Y., Oct. 18 - Corning Incorporated (NYSE:GLW) said today
that its 1994 third quarter net income before special charges totaled
$132.3 million, or $0.62 per share, compared with $96.1 million, or $0.49
per share, in 1993. This is an increase of 24 percent on a comparable
basis.
    Corning said its third-quarter 1994 results include a special charge of
$55.4 million after tax ($0.26 per share) which reflects charges associated
with acquisition expenses, integration costs, and other reserves primarily
relating to three newly acquired businesses at Corning Life Sciences.
    Including special charges, 1994 third quarter net income totaled $76.9
million, or $0.36 per share.  For the third quarter 1993, Corning reported
a loss of $33.9 million, or $0.18 per share, due to restructuring and other
special charges.
    Sales increased 20 percent to $1.4 billion from 1993's third quarter of
$1.2 billion.  The company said approximately half of the sales increase
resulted from acquisitions in the life sciences market completed in the
last 12 months.  The remainder of the increase was driven by growth in the
communications and environmental markets.
    Equity company results, excluding the impact of a one-time charge in
1993, rose 35 percent to $42.4 million, primarily due to the elimination of
losses from Vitro Corning, S.A., which was divested in the fourth quarter
of 1993, and to improved results from operations at Dow Corning Corporation
and other equity companies in the specialty materials segment.
    Corning Chairman James R. Houghton said, "Our focus on three distinct
growth markets, ongoing fixed-cost reductions, improved manufacturing and
service efficiencies, and a significant boost from the economy are working
together to meet our sales and profit objectives."
    Corning Incorporated is a Fortune 200 company which competes in four
business segments: specialty materials, communications, laboratory services
and consumer products.
                                    -30-
Investor Relations Contact:  Richard B. Klein (607) 974-8313

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CORNING INCORPORATED AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per-share amounts)

                                    Forty Weeks Ended    Sixteen Weeks Ended
                                  Oct. 9,      Oct. 10,    Oct. 9,  Oct. 10,
                                   1994         1993        1994     1993
                                      (Unaudited)            (Unaudited)
REVENUES
 Net sales                        $3,497.0    $ 2,921.8   $ 1,442.4 $1,198.0
 Royalty, interest, and
   dividend income                    21.5         21.8        10.3      9.4
 Non-operating gains                                4.2
                                   3,518.5      2,947.8     1,452.7  1,207.4

DEDUCTIONS
 Cost of sales                     2,236.1      1,889.5       917.9    789.0
 Selling, general and
   administrative expenses           633.2        564.8       245.2    219.5
 Research and development expenses   132.8        128.9        53.5     51.4
 Provision for restructuring and
   other special charges              82.3        207.0        82.3    207.0
 Interest expense                     85.6         63.9        33.9     28.8
 Other, net                           36.3         21.4        27.5      9.9

Income (loss) before taxes on 
   income                            312.2         72.3        92.4    (98.2)
Income tax expense (benefit)         117.1         13.5        34.1    (45.1)
Income (loss) before minority 
  interest and equity earnings       195.1         58.8        58.3    (53.1)
Minority interest in earnings
 of subsidiaries                     (39.0)        (9.5)      (21.1)    (2.6)
Dividends on convertible preferred
 securities of subsidiary             (2.7)                    (2.7)
Equity in earnings of associated
 companies                            92.9         56.4        42.4     21.8

NET INCOME (LOSS)                 $  246.3     $  105.7     $  76.9  $ (33.9)

EARNINGS PER COMMON SHARE:
NET INCOME (LOSS)                  $  1.18      $  0.55     $  0.36  $ (0.18)

The accompanying notes are an integral part of these statements.

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CORNING INCORPORATED AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)

                                                 Oct. 9,       Jan. 2,
                                                   1994          1994
                                                (unaudited)
               ASSETS
CURRENT ASSETS
 Cash and short-term investments                 $  254.7      $   160.8
 Receivables, net                                   984.0          691.1
 Inventories                                        435.9          353.9
 Deferred taxes on income and other
   current assets                                   256.9          265.9
     Total current assets                         1,931.5        1,471.7

INVESTMENTS                                         765.0          630.7

PLANT AND EQUIPMENT, NET                          1,867.2        1,759.8

GOODWILL AND OTHER INTANGIBLE ASSETS, NET         1,270.1        1,009.1

OTHER ASSETS                                        313.1          360.4
                                                 $6,146.9      $ 5,231.7

     LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
 Loans payable                                   $  329.0      $   141.7
 Accounts payable                                   192.5          245.1
 Other accrued liabilities                          778.4          633.5
     Total current liabilities                    1,299.9        1,020.3

OTHER LIABILITIES                                   658.0          668.6
LOANS PAYABLE BEYOND ONE YEAR                     1,351.0        1,585.6
MINORITY INTEREST IN SUBSIDIARY COMPANIES           194.5          245.7
CONVERTIBLE PREFERRED SECURITIES OF SUBSIDIARY      364.4
CONVERTIBLE PREFERRED STOCK                          25.0           25.7
COMMON STOCKHOLDERS' EQUITY                       2,254.1        1,685.8
                                                 $6,146.9      $ 5,231.7

The accompanying notes are an integral part of these statements.

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CORNING INCORPORATED AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER 3, 1994

(1) Earnings per common share are computed by dividing net income
    less dividends on Series B preferred stock by the weighted
    average number of common shares outstanding during the period.
    The weighted average shares outstanding (in thousands) for the
    third quarter were 213,353 and 192,132 for 1994 and 1993,
    respectively, and for the third quarter year-to-date were 207,921
    and 190,562 for the same periods.  Dividends on Series B
    preferred stock of $0.5 million and $1.5 million were declared in
    the third quarter and third quarter year-to-date 1994,
    respectively, compared with $0.6 million and $1.7 million in the
    same periods of 1993.

(2) Depreciation and amortization charged to operations for the forty
    weeks ended October 9, 1994, and October 10, 1993, totaled $252.1
    million and $210.6 million, respectively.

(3) In June 1994, Corning and International Technology Corporation
    established a jointly owned company whereby Corning transferred
    the net assets of its environmental testing laboratory business
    and International Technology transferred the assets of its IT
    Analytical Services business to the new company.  As a result of
    the transaction, Corning and International Technology each own 50
    percent of the newly created company which will provide
    environmental testing and related services. Corning will account
    for its investment in the new company using the equity method of
    accounting for investments.  Corning recognized a gain on the
    transaction which, net of its share of a one-time integration
    charge taken by the new company, is immaterial and has been
    included in equity earnings.

(4) In September 1994, Corning acquired all of the outstanding shares
    of common stock and options to purchase common stock of Nichols
    Institute in a transaction accounted for as a pooling of
    interests.  Corning issued 7.5 million new shares of Corning
    common stock and reserved 1.1 million shares for future issuance
    upon the exercise of options issued in connection with the
    Nichols transaction.  In October 1994, Corning acquired all of
    the outstanding shares of Bioran Medical Laboratory for
    approximately 6.0 million shares of Corning common stock in a
    pooling of interests transaction.  Corning's consolidated
    financial statements have not been restated because these
    acquisitions were not material to Corning's historical financial
    position or results of operations.

(5) In September 1994, Siecor Corporation, a consolidated subsidiary,
    signed a definitive agreement to purchase certain assets relating
    to the hardware and equipment components businesses of Northern
    Telecom Limited for approximately $135 million.  The transaction,
    which is subject to regulatory approval, is expected to be
    completed in 1994's fourth quarter.

(6) In October 1994, Corning signed a definitive agreement to sell
    its European consumer products business to Newell Co.  Terms were
    not disclosed.  The transaction is expected to be completed in
    1994's fourth quarter and is not expected to have a material
    impact on Corning's financial statements.

(7) During the third quarter 1994, Corning and Corning Delaware, a
    special purpose limited partnership in which Corning is the sole
    general partner, completed a public offering of $373.8 million of
    6 percent Convertible Monthly Income Preferred Securities (MIPS),
    which are guaranteed by Corning and convertible into Corning
    common stock.  Each MIPS  security is convertible into Corning
    common stock at the rate of 1.2821 shares of Corning common stock
    for each MIPS security (equivalent to a conversion price of $39
    per share).  Corning used the proceeds from the MIPS offering to
    retire the remaining debt incurred in the 1993 acquisition of
    Damon Corporation.
                                   -more-
                                      
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Notes to Consolidated Financial Statements - continued

(8) During the third quarter 1994, Corning issued $100 million of 30-
    year debentures with an interest rate of 7.625 percent due August
    1, 2024.  The bonds are putable in 10 years at par.  The proceeds
    from these borrowings were used to repay short-term borrowings
    assumed in connection with recent acquisitions.

(9) In September 1994, Dow Corning Corporation's Board of Directors
    approved Dow Corning's continued participation in the global
    settlement for breast implant litigation.  Also in September, the
    U.S. District Court granted final approval to the settlement,
    assessing it as fair, reasonable and adequate (a ruling which has
    subsequently been appealed by various parties) and afforded
    plaintiffs who originally opted out of the settlement the
    opportunity to rejoin the settlement in specified periods which
    currently end no later than December 1, 1994.  Future developments
    in this litigation may require Dow Corning to record additional
    provisions.

    Corning does not believe that its share of any additional charge taken
    by Dow Corning resulting from breast-implant litigation will have
    a material adverse impact upon Corning's overall financial
    condition. However, it is possible that Corning's share of any
    such charge taken by Dow Corning will have a material adverse
    effect upon Corning's earnings in the quarter in which any such
    charge is recognized by Dow Corning.  The amount of any such
    charge would be written off against Corning's investment in Dow
    Corning which totaled $402 million at October 9, 1994.

Non-operating gains and losses

(10)During the third quarter 1994, Corning recorded a charge totaling
    $82.3 million ($55.4 million after tax) which included $50.7
    million of integration costs, $21.6 million of investment banking,
    legal, and accounting fees and other transaction expenses, and $10
    million of other reserves primarily related to the Nichols,
    Maryland Medical Laboratory and Bioran Medical Laboratory
    acquisitions.

(11)During the third quarter 1993, Corning recognized non-recurring
    charges totaling $207 million ($120.5 million after tax and
    minority interest) which included $156 million of restructuring
    charges and $51.0 million of other special charges.  The
    restructuring charges included costs to integrate the Damon
    acquisition and costs of a planned company-wide restructuring
    program to reduce assets and overhead costs during 1994.  The
    other special charges primarily included a charge by MetPath of
    $36.5 million to reflect the settlement and related legal expenses
    associated with its compromise agreement with the Civil Division
    of the U.S. Department of Justice, and $8 million of investment
    banking, legal, and accounting fees and other transaction expenses
    related to the Costar acquisition.

    Corning also recognized a $9.5 million reduction in equity earnings as
    a result of a restructuring charge taken by Vitro Corning, S.A.

(12)During the third quarter year-to-date 1993, Corning recognized non-
    recurring charges totaling $207 million ($120.5 million after
    tax), a $4.2 million ($2.6 million after tax) non-operating gain
    and a $9.5 million reduction in equity earnings as a result of a
    restructuring charge taken by Vitro Corning, S.A.
                            ####