Corning Incorporated
Corning, New York 14831
August 3, 1994

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549

Attn: Document Control--EDGAR

SUBJECT:  Corning Incorporated Current Report on Form 8-K

Gentlemen:

Corning Incorporated ("Corning") is hereby filing, pursuant to the Securities
Exchange Act of 1934, Corning's Current Report on Form 8-K dated August 3,
1994.

If you should have any questions or comments concerning this filing, please
call me at 607/974-8404 or contact me through CompuServe at user ID 72741,206.

Very truly yours,

/s/ M. ANN GOSNELL
    M. Ann Gosnell
    Assistant Secretary






             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): August 3, 1994 
                 CORNING INCORPORATED 
          (Exact Name of Registrant as Specified in Charter) 



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

   One Riverfront Plaza, Corning, New York               14831 
   (Address of principal Executive Offices)            (Zip Code) 

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

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







Item 5. Other Events 

7.625% Debentures due August 1, 2024 

In connection with the August 2, 1994 offering by Corning Incorporated 
("Corning") of $100,000,000 aggregate principal amount of 7.625% Debentures 
due August 1, 2024, attached as exhibits are the items listed in "Item 
7--Financial Statements, Pro Forma Financial Information and Exhibits." 

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

(1) Pricing Agreement dated July 26, 1994 between Corning Incorporated, 
    Goldman, Sachs & Co. and Lazard Freres & Co. 

(4) (a) Form of 7.625% Debenture due August 1, 2024 of Corning Incorporated. 





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 

By: /s/ M. Ann Gosnell 
M. Ann Gosnell 
Assistant Secretary 

Date: August 3, 1994 


                            


                
                CORNING INCORPORATED 
                  Index to Exhibits 



 Exhibit                                             Description 
           
1             Pricing Agreement dated as of July 26, 1994 between Corning Incorporated, Goldman, Sachs & Co., 
          and Lazard Freres & Co. 

4(a)          Form of 7.625% Debenture due August 1, 2024 of Corning Incorporated. 







Pricing Agreement 

Goldman, Sachs & Co., 
Lazard Freres & Co., 
As Representatives of the several 
 Underwriters named in Schedule I hereto, 
c/o Goldman, Sachs & Co., 
85 Broad Street, 
New York, New York 10004. 

July 26, 1994 
Dear Sirs: 

Corning Incorporated (the "Company") proposes, subject to the terms and 
conditions stated herein and in the Underwriting Agreement, dated August 23, 
1993 (the "Underwriting Agreement"), between the Company on the one hand and 
Goldman, Sachs & Co. and Lazard Freres & Co. on the other hand, to issue and 
sell to the Underwriters named in Schedule I hereto (the "Underwriters"), the 
Securities specified in Schedule II hereto (the "Designated Securities"). 
Each of the provisions of the Underwriting Agreement is incorporated herein 
by reference in its entirety, and shall be deemed to be a part of this 
Agreement to the same extent as if such provisions had been set forth in full 
herein except that Annex II to the Underwriting Agreement is replaced by 
Annex II hereto; and each of the representations and warranties set forth 
therein shall be deemed to have been made at and as of the date of this 
Pricing Agreement, except that each representation and warranty with respect 
to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed 
to be a representation or warranty as of the date of the Underwriting 
Agreement in relation to the Prospectus (as therein defined), and also a 
representation and warranty as of the date of this Pricing Agreement in 
relation to the Prospectus as amended or supplemented relating to the 
Designated Securities which are the subject of this Pricing Agreement. Each 
reference to the Representatives herein and in the provisions of the 
Underwriting Agreement so incorporated by reference shall be deemed to refer 
to you. Unless otherwise defined herein, terms defined in the Underwriting 
Agreement are used herein as therein defined. The Representatives designated 
to act on behalf of the Representatives and on behalf of each of the 
Underwriters of the Designated Securities pursuant to Section 12 of the 
Underwriting Agreement and the address of the Representatives referred to in 
such Section 12 are set forth at the end of Schedule II hereto. 

An amendment to the Registration Statement, or a supplement to the 
Prospectus, as the case may be, relating to the Designated Securities, in the 
form heretofore delivered to you, is now proposed to be filed, or in the case 
of a supplement transmitted for filing, with the Commission. 


Subject to the terms and conditions set forth herein and in the Underwriting 
Agreement incorporated herein by reference, the Company agrees to issue and 
sell to each of the Underwriters, and each of the Underwriters agrees, 
severally and not jointly, to purchase from the Company, at the time and 
place and at the purchase price to the Underwriters set forth in Schedule II 
hereto, the principal amount of Designated Securities set forth opposite the 
name of such Underwriter in Schedule I hereto. 

If the foregoing is in accordance with your understanding, please sign and 
return to us four counterparts hereof, and upon acceptance hereof by you, on 
behalf of each of the Underwriters, this letter and such acceptance hereof, 
including the provisions of the Underwriting Agreement incorporated herein by 
reference, shall constitute a binding agreement between each of the 
Underwriters and the Company. 

Very truly yours, 

/s/Sandra L. Helton 
   Sandra L. Helton
   Senior Vice President and Treasurer

By: 
Accepted as of the date hereof: 
/s/ Goldman, Sachs & Co.
(Goldman, Sachs & Co.) 
/s/ Lazard Freres & Co.
(Lazard Freres & Co.) 
On behalf of each of the Underwriters 




                 SCHEDULE I 



                             Principal Amount 
                               of Designated 
                             Securities to be 
Underwriter                                                  Purchased 
                                                          
Goldman, Sachs & Co.                                         $  50,000,000 
Lazard Freres & Co.                                             50,000,000 

  Total                                                      $ 100,000,000 






                SCHEDULE II 

Title of Designated Securities: 

7.625% Debentures due August 1, 2024 

Aggregate principal amount: 

$100,000,000 

Price to Public: 

99.654% of the principal amount of the Designated Securities, plus accrued 
interest from August 1, 1994 

Purchase Price by Underwriters: 

99.004% of the principal amount of the Designated Securities, plus accrued 
interest from August 1, 1994 

Specified Funds for Payment of Purchase Price: 

New York Clearing House funds 

Indenture: 

Indenture, dated as of April 1, 1991, between the Company and United States 
Trust Company of New York, as Trustee 

Maturity: 

August 1, 2024 

Interest Rate: 

7.625% per annum 

Interest Payment Dates: 

February 1 and August 1, commencing February 1, 1995. 

Redemption Provisions: 

The Designated Securities may not be redeemed at the option of the Company 
prior to maturity. The registered holder of each Designated Security may 
elect to have that Designated Security, or any portion of the principal 
amount thereof that is a multiple of $1,000, redeemed on August 1, 2004 at 
100% of the principal amount together with accrued interest to August 1, 
2004. Such election, which is irrevocable when made, must be made within the 
period commencing on June 1, 2004 and ending at the close of business on July 
1, 2004 

Sinking Fund Provisions: 

No sinking fund provisions 

Defeasance: 

The defeasance provisions of Section 1302 and 1303 and Article Thirteen of 
the Indenture shall apply to the Designated Securities in accordance with 
Section 1301 of the Indenture. 

Time of Delivery: 

10:00 A.M., New York City time, August 2, 1994 

Closing Location: 

Sullivan & Cromwell, 250 Park Avenue, New York, New York 10177. 

Names and Addresses of Representatives: 

Designated Representatives: 
   Goldman, Sachs & Co. 
Lazard Freres & Co. 




Address for Notices, etc.: 
c/o Goldman, Sachs & Co. 
85 Broad Street 
New York, New York 10004 
Attention: Registration Department 

Securities Exchange: 

No Listing 

Other terms: 

At the Time of Delivery, Arthur Andersen & Co. shall have furnished to the 
Underwriters a letter, dated the date of the Time of Delivery, in form and 
substance satisfactory to the Underwriters to the effect set forth in Annex 
III hereto. 



                                 
                                 ANNEX II

            
            [Form of letter of Price Waterhouse
              to be delivered pursuant to Section 7(d)] 

                                      

Pursuant to Section 7(d) of the Underwriting Agreement, the accountants shall 
furnish letters to the Underwriters to the effect that: 

  (i) They are independent certified public accountants with respect to the 
Company and its subsidiaries within the meaning of the Act and the applicable 
published rules and regulations thereunder; 

  (ii) In their opinion, the financial statements and any supplementary 
financial information and schedules (and, if applicable, financial forecasts 
and/or pro forma financial information) examined by them and included or 
incorporated by reference in the Registration Statement or the Prospectus 
comply as to form in all material respects with the applicable accounting 
requirements of the Act or the Exchange Act, as applicable, and the related 
published rules and regulations thereunder; and, if applicable, they have 
made a review in accordance with standards established by the American 
Institute of Certified Public Accountants of the unaudited consolidated 
interim financial statements, selected financial data, pro forma financial 
information, financial forecasts and/or condensed financial statements 
derived from audited financial statements of the Company for the periods 
specified in such letter, as indicated in their reports thereon, copies of 
which have been furnished to the representatives of the Underwriters (the 
"Representatives"); 

  (iii) They have made a review in accordance with standards established by 
the American Institute of Certified Public Accountants of the unaudited 
condensed consolidated statements of income, consolidated balance sheets and 
consolidated statements of cash flows included in the Prospectus as indicated 
in their reports thereon copies of which have been separately furnished to 
the Representative and on the basis of specified procedures including 
inquiries of officials of the Company who have responsibility for financial 
and accounting matters regarding whether the unaudited condensed consolidated 
financial statements referred to in paragraph (vi)(A)(i) below comply as to 
form in all material respects with the applicable accounting requirements of 
the Act and the related published rules and regulations, nothing came to 
their attention that caused them to believe that the unaudited condensed 
consolidated financial statements do not comply as to form in all material 
respects with the applicable accounting requirements of the Act and the 
related published rules and regulations; 

  (iv) The unaudited selected financial information with respect to the 
consolidated results of operations and financial position of the Company for 
the five most recent fiscal years included in the Prospectus and included or 
incorporated by reference in Item 6 of the Company's Annual Report on Form 
10-K for the most recent fiscal year agrees with the corresponding amounts 
(after restatement where applicable) in the audited consolidated financial 
statements for such five fiscal years which were included or incorporated by 
reference in the Company's Annual Reports on Form 10-K for such fiscal years; 

  (v) They have compared the information in the Prospectus under selected 
captions with the disclosure requirements of Regulation S-K and on the basis 
of limited procedures specified in such letter nothing came to their 
attention as a result of the foregoing procedures that caused them to believe 
that this information does not conform in all material respects with the 
disclosure requirements of Items 301, 302 and 503(d) respectively, of 
Regulation S-K; 

  (vi) On the basis of limited procedures, not constituting an examination in 
accordance with generally accepted auditing standards, consisting of a 
reading of the unaudited financial statements and other information referred 
to below, a reading of the latest available interim financial statements of 
the Company and its subsidiaries, inspection of the minute books of the 
Company and its subsidiaries since the date of the latest audited financial 
statements included or incorporated by reference in the Prospectus, inquiries 
of officials of the Company and its subsidiaries responsible for financial 
and accounting matters and such other inquiries and procedures as may be 
specified in such letter, nothing came to their attention that caused them to 
believe that: 

  (A) (i) the unaudited condensed consolidated statements of income, 
consolidated balance sheets and consolidated statements of cash flows 
included in the Prospectus and/or incorporated by reference in the Company's 
Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus do 
not comply as to form in all material respects with the applicable accounting 
requirements of the Exchange Act as it applies to Form 10-Q and the related 
published rules and regulations thereunder or (ii) any material modifications 
should be made to the unaudited consolidated statements of income, 
consolidated balance sheet and consolidated statements of cash flows included 
in the Prospectus or included in the Company's Quarterly Reports on Form 10-Q 
incorporated by reference in the Prospectus, for them to be in conformity 
with generally accepted accounting principles; 

  (B) any other unaudited income statement data and balance sheet items 
included in the Prospectus do not agree with the corresponding items in the 
unaudited consolidated financial statements from which 
such data and items were derived, and any such unaudited data and items were 
not determined on a basis substantially consistent with the basis for the 
corresponding amounts in the audited consolidated financial statements 
included or incorporated by reference in the Company's Annual Report on Form 
10-K for the most recent fiscal year; 

  (C) the unaudited financial statements which were not included in the 
Prospectus but from which were derived the unaudited condensed financial 
statements referred to in Clause (A) and any unaudited income statement data 
and balance sheet items included in the Prospectus and referred to in Clause 
(B) were not determined on a basis substantially consistent with the basis 
for the audited financial statements included or incorporated by reference in 
the Company's Annual Report on Form 10-K for the most recent fiscal year; 

  (D) any unaudited pro forma consolidated condensed financial statements 
included or incorporated by reference in the Prospectus do not comply as to 
form in all material respects with the applicable accounting requirements of 
the Act and the published rules and regulations thereunder or the pro 
forma adjustments have not been properly applied to the historical amounts in 
the compilation of those statements; 

  (E) as of a specified date not more than five days prior to the date of 
such letter, there have been any changes in the consolidated capital stock 
(other than issuances of capital stock upon exercise of options and stock 
appreciation rights, upon earn-outs of performance shares and upon 
conversions of convertible securities, in each case which were outstanding on 
the date of the latest balance sheet included or incorporated by reference in 
the Prospectus), or any increase in the consolidated long-term debt of the 
Company and its subsidiaries or any increases in any items specified by the 
Representatives, in each case as compared with amounts shown in the latest 
balance sheet included or incorporated by reference in the Prospectus, except 
in each case for changes, increases or decreases which the Prospectus 
discloses have occurred or may occur or which are described in such letter; 
and 

  (F) for the period from the date of the latest financial statements 
included or incorporated by reference in the Prospectus to the specified date 
referred to in Clause (E) there were any decreases in consolidated net 
revenue or other items specified by the Representatives, or any increases in 
any items specified by the Representatives, in each case as compared with the 
comparable period in the preceding year and with any other period of 
corresponding length specified by the Representatives, except in each case 
for increases or decreases which the Prospectus discloses have occurred or 
may occur or which are described in such letter; and 

  (vii) In addition to the audit referred to in their report(s) included or 
incorporated by reference in the Prospectus and the limited procedures, 
inspection of minute books, inquiries and other procedures referred to in 
paragraphs (iii), (iv), (v) and (vi) above, they have carried out certain 
specified procedures, not constituting an examination in accordance with 
generally accepted auditing standards, with respect to certain amounts, 
percentages and financial information specified by the Representatives which 
are derived from the general accounting records of the Company and its 
subsidiaries, which appear in the Prospectus (excluding documents 
incorporated by reference) or in Part II of, or in exhibits and schedules to, 
the Registration Statement specified by the Representatives or in documents 
incorporated by reference in the Prospectus specified by the Representatives, 
and have compared certain of such amounts, percentages and financial 
information with the accounting records of the Company and its subsidiaries 
and have found them to be in agreement. 

All references in this Annex II to the Prospectus shall be deemed to refer to 
the Prospectus (including the documents incorporated by reference therein) as 
defined in the Underwriting Agreement as of the date of the letter delivered 
on the date of the Underwriting Agreement and to the Prospectus as amended or 
supplemented (including all documents incorporated by reference therein) for 
the purposes of the letter delivered at each Time of Delivery. 


                                      
 

                                  
              
                                  ANNEX III
              
              [Form of Letter of Arthur Andersen & Co. 
            to be delivered pursuant to the Pricing Agreement]   
                                   
                        
(i) They are independent certified public accountants with respect to Damon 
Corporation ("Damon") and its subsidiaries within the meaning of the Act and 
the applicable published rules and regulations thereunder; 

(ii) In their opinion, the financial statements and any supplementary 
financial information and schedules audited (and, if applicable, financial 
forecasts and/or pro forma financial information) examined by them and 
included or incorporated by reference in the Prospectus or the Registration 
Statement comply as to form in all material respects with the applicable 
accounting requirements of the Act or the Exchange Act, as applicable, and 
the related published rules and regulations thereunder; and, if applicable, 
they have made a review in accordance with standards established by the 
American Institute of Certified Public Accountants of the unaudited 
consolidated interim financial statements, selected financial data, pro forma 
financial information, financial forecasts and/or condensed financial 
statements derived from audited financial statements of Damon for the periods 
specified in such letter, as indicated in their reports thereon, copies of 
which have been furnished to the Underwriter; 

(iii) The unaudited selected financial information with respect to the 
consolidated results of operations and financial position of Damon for the 
three most recent fiscal years included or incorporated by reference in the 
Prospectus agrees with the corresponding amounts (after restatement where 
applicable) in the audited consolidated financial statements for such three 
fiscal years which were included or incorporated by reference in Damon's 
Annual Reports on Form 10-K for such fiscal years; 

(iv) On the basis of limited procedures, not constituting an audit in 
accordance with generally accepted auditing standards, consisting of a 
reading of the unaudited financial statements and other information referred 
to below, a reading of the latest available interim financial statements of 
Damon and its subsidiaries, inspection of the minute books of Damon and its 
subsidiaries since the date of the latest audited financial statements 
included or incorporated by reference in the Prospectus, inquiries of 
officials of Damon and its subsidiaries responsible for financial and 
accounting matters and such other inquiries and procedures as may be 
specified in such letter, nothing came to their attention that caused them to 
believe that: 

  (A)(i) the unaudited consolidated statements of income, consolidated 
balance sheets and consolidated statements of cash flows of Damon included or 
incorporated by reference in the Prospectus do not comply as to form in all 
material respects with the applicable accounting requirements of the Exchange 
Act as it applies to Form 10-Q and the related published rules and 
regulations thereunder, or (ii) any material modifications should be made to 
the unaudited condensed consolidated statements of income, consolidated 
balance sheets and consolidated statements of cash flows included or 
incorporated by reference in the Prospectus, for them to be in conformity 
with generally accepted accounting principles; 

(B) any other unaudited income statement data and balance sheet items of 
Damon included in the Prospectus do not agree with the corresponding items in 
the unaudited consolidated financial statements from which such data and 
items were derived, and any such unaudited data and items were not determined 
on a basis substantially consistent with the basis for the corresponding 
amounts in the audited consolidated financial statements of Damon included or 
incorporated by reference in the Prospectus; and 

(C) the unaudited financial statements of Damon which were not included in 
the Prospectus but from which were derived any unaudited condensed financial 
statements referred to in Clause (A) and any unaudited income statement data 
and balance sheet items included in the Prospectus and referred to in Clause 
(B) were not determined on a basis substantially consistent with the basis 
for the audited consolidated financial statements of Damon included or 
incorporated by reference in the Prospectus. 

All references in this Annex III to the Prospectus shall be deemed to refer 
to the Prospectus (including the documents incorporated by reference therein) 
as defined in the Underwriting Agreement as of the date of the letter 
delivered on the date of the Underwriting Agreement and to the Prospectus as 
amended or supplemented (including all documents incorporated by reference 
therein) for the purposes of the letter delivered at each Time of Delivery. 




(CERTIFICATE)


REGISTERED                                                         REGISTERED

R                                                                  $

                             CORNING INCORPORATED

                   7.625 % DEBENTURES DUE AUGUST 1, 2024
                                                              CUSIP 219350 AF 2
                                           SEE REVERSE FOR CERTAIN DEFINITIONS 

CORNING INCORPORATED, a corporation duly organized and existing under the laws
of New York (herein called the "Company",which term includes any successor
Person under the Indenture hereinafter referred to), for valued received,
hereby promises to pay to

7.625%                                                                   7.625%
DUE 2024                                                               DUE 2024 

,or registered assigns,
the principal sum of

                                                                       DOLLARS,

on August 1, 2024 and to pay interest thereon from August 1, 1994 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for,semi-annually on February 1 and August 1 in each year, commencing
February 1,1995, at the rate of 7.625% per annum, until the principal hereof is
paid or made available for payment.  The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Dates for such interest, which shall be January 15 and July 15
(whether or not Business Days).  Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date andmay either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Security
will be made at the office or agency of the Company maintained for that purpose
in the Borough of Manhattan, The City of New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register.

Reference is hereby made to the further provisions of this Security set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.

Dated: 

            TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in 
the within-mentioned Indenture. 
UNITED STATES TRUST COMPANY OF NEW YORK, 
as Trustee


Authorized Signatory



(CORNING SEAL)


CORNING INCORPORATED


Attest:

(SIGNATURE)

Secretary

By:

(SIGNATURE)

Chairman of the Board




CORNING INCORPORATED
 

7.625% DEBENTURES DUE AUGUST 1, 2024

     This Security is one of a duly authorized issue of securities of 
the Company (herein called the "Securities"), issued and to be issued in 
one or more series under an Indenture, dated as of April 1, 1991 (herein 
called the "Indenture"), between the Company and the United States Trust 
Company of New York, as Trustee (herein called the "Trustee", which term 
includes any successor trustee under the Indenture), to which Indenture 
and all indentures supplemental thereto reference is 
hereby made for a statement of the respective rights, limitations of 
rights, duties and immunities thereunder of the Company, the Trustee and 
the Holders of the Securities and of the terms upon which the Securities 
are, and are to be, authenticated and delivered.  This Security is one 
of the series designated on the face hereof, limited in aggregate 
principal amount to $100,000,000.
     
     The securities of this series are not redeemable at the option of 
the Company prior to maturity.
     
     This Security is redeemable, in whole or in part, at the option of 
the Holder, on August 1, 2004, at 100% of the principal amount to be 
redeemed together with accrued interest to August 1, 2004.  In order for 
the Holder of this Security to exercise this option, the Holder of this 
Security must deliver to the office or agency of the Company in New 
York, New York, during the period beginning on June 1, 2004 and ending 
at 5:00 PM (New York City time) on July 1, 2004 (or, if July 1, 2004 is 
not a Business Day, the next succeeding Business Day), either (i) this 
Security with 
the form entitled "Option to Require Redemption on August 1, 2004" on 
the reverse of this Security duly completed or (ii) a telegram, telex, 
facsimile transmission, or letter from a member of a national securities 
exchange or the National Association of Securities Dealers, Inc. or a 
commercial bank or a trust company in the United States of America 
setting forth (a) the name, address, and telephone number of the Holder 
of this Security, (b) the principal amount of this Security and the 
amount of this Security to be redeemed, (c) a statement that the option 
to elect redemption is being exercised thereby, and (d) a guarantee 
stating that the Company will receive this Security, with the form below 
entitled "Option to Require Redemption on August 1, 2004" duly 
completed, not later than five Business Days after the date of such 
telegram, telex, facsimile transmission, or letter (and this Security 
and form duly completed are received by the Company by such fifth 
Business Day).  Any such notice received by the Company during the 
period beginning on June 1, 2004 and ending at 5:00 PM (New York City 
time) on July 1, 2004 shall be irrevocable.  The redemption option may 
be exercised by the Holder of this Security for less than the entire 
principal amount of this Security, so long as the principal amount that 
is to be redeemed is equal to $1,000 or an integral multiple of $1,000.  
All questions as to the validity, form, eligibility (including time of 
receipt) and acceptance of this Security for redemption will be 
determined by the Company, whose determination will be final and 
binding.
     
     If an Event of Default with respect to Securities of this series 
shall occur and be continuing, the principal of the Securities of the 
series may be declared due and payable in the manner and with the effect 
provided in the Indenture.
     
     The Indenture contains provisions for defeasance at any time of (a) 
the entire indebtedness of this Security and (b) certain restrictive 
covenants, in each case upon compliance by the Company with certain 
conditions set forth therein, which provisions apply to this Security.
     
     The Indenture permits, with certain exceptions as therein provided, 
the amendment thereof and the modification of the rights and obligations 
of the Company and the rights of the Holders of the Securities of each 
series to be affected under the Indenture at any time by the Company and 
the Trustee with the consent of the Holders of not less than a majority 
in principal amount of the Securities at the time Outstanding of each 
series to be affected.  The Indenture also contains provisions 
permitting the Holders of specified percentages in principal amount of 
the Securities of each series at the time Outstanding, on behalf of the 
Holders of all Securities of such series, to waive compliance by the 
Company with certain provisions of the Indenture and certain past 
defaults under the Indenture and their consequences.  Any such consent 
of waiver by the Holder of this Security shall be conclusive and binding 
upon such Holder and upon all future Holders of this Security and of any 
Security issued upon the registration of transfer hereof or in exchange 
herefor or in lieu hereof, whether or not notation of such consent or 
waiver is made upon this Security.
     
     No reference herein to the Indenture and no provision of this 
Security or of the Indenture shall alter or impair the obligation of the 
Company, which is absolute and unconditional, to pay the principal of 
and any premium and interest on this Security at the times, place and 
rate, and in the coin or currency, herein prescribed.
     
     As provided in the Indenture and subject to certain limitations 
therein set forth, the transfer of this Security is registerable in the 
Security Register, upon surrender of this Security for registration of 
transfer at the office or agency of the Company in any place where the 
principal of and any premium and interest on this Security are payable, 
duly endorsed by, or accompanied by a written instrument of transfer in 
form satisfactory to the Company and the Security Registrar duly 
executed by, the Holder hereof or his attorney duly authorized in 
writing, and thereupon one or more new Securities of this series and of 
like tenor, of authorized denominations and for the same aggregate 
principal amount, will be issued to the designated transferee or 
transferees.
     
     The Securities of this series are issuable only in registered form 
without coupons in denominations of $1,000 and any integral multiple 
thereof.  As provided in the Indenture and subject to certain 
limitations therein set forth, Securities of this series are 
exchangeable for a like aggregate principal amount of Securities of this 
series and of like tenor of a different authorized denomination, as 
requested by the Holder surrendering the same.
     
     No service charge shall be made for any such registration of 
transfer or exchange, but the Company may require payment of a sum 
sufficient to cover any tax or other governmental charge payable in 
connection therewith.
     
     Prior to due presentment of this Security for registration of 
transfer, the Company, the Trustee and any agent of the Company or the 
Trustee may treat the Person in whose name this Security is registered 
as the owner hereof for all purposes, whether or not this Security be 
overdue, and neither the Company, the Trustee nor any such agent shall 
be affected by notice to the contrary.
     
     All terms used in this Security which are defined in the Indenture 
shall have the meanings assigned to them in the Indenture.


OPTION TO REQUIRE REDEMPTION ON
AUGUST 1, 2004
      
      The undersigned hereby irrevocably requests and instructs the 
Company to redeem the within Security (or portion thereof specified 
below) to the undersigned, at 

(please print or typewrite name and address of the undersigned)


      For this Security to be redeemed the Company must receive at 
the office or agency of the Company in New York, New York, at or before 
5:00 PM (New York City time) on July 1, 2004 (or, if such day is not a 
Business Day, the next succeeding Business Day), but not earlier than 
June 1, 2004, (i) this Security, with this "Option to Require Redemption 
on August 1, 2004" form duly completed, or (ii) a telegram, telex, 
facsimile transmission, or letter from a member of a national securities 
exchange or the National Association of Securities Dealers, Inc. or a 
commercial bank or a trust company in the United States of America 
setting forth (a) the name, address, and telephone number of the Holder 
of the Security, (b) the principal amount of the Security and the amount 
of the Security to be redeemed, (c) a statement that the option to elect 
redemption is being exercised thereby, and (d) a guarantee stating that 
the Security to be redeemed with the form entitled "Option to Require 
Redemption on August 1, 2004" on the reverse of the Security duly 
completed will be received by the Company not later than five Business 
Days after the date of such telegram, telex, facsimile transmission or 
letter (and such Security and form duly completed are received by the 
Company by such fifth Business Day).
      
      If less than the entire principal amount of the within 
Security is to be redeemed, specify the portion thereof (which shall be 
an integral multiple of $1,000) which the Holder elects to have 
redeemed:____________ ; and specify the denomination or denominations 
(which shall be $1,000 or an integral multiple of $1,000 in excess 
thereof) of the Security or Securities to be issued to the Holder for 
the portion of the within Security not being redeemed (in the absence of 
any such specification, one such Security will be issued for the portion 
not being redeemed): ___________________

Date: _____________________                                                  
_____________________________________________________________


Notice: The signature to this Option to Require Redemption on August 1, 
2004 must correspond with the name as written upon the face of the 
Security in every particular without alteration or enlargement or any 
other change whatever.

ABBREVIATIONS

      The following abbreviations, when used in the inscription on 
the face on this instrument, shall be construed as though they were 
written out in full according to applicable laws or regulations:
      TEN COM        as tenants in common                   
UNIF GIFT MIN ACT - ................     Custodian ................
      TEN ENT         as tenants by the entireties          
              (Cust)               (Minor)
      JT TEN            as joint tenants with right         
                under Uniform Gifts to Minors Act
                of survivorship and not as                 
                tenants in common                                  
                    (State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and 
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE