8-K

                       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) March 23, 1995



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

          New York                   1-3247                  16-0393470
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(State or other jurisdiction      (Commission            (I.R.S. Employer
     of incorporation)            File Number)          Identification No.)



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


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


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





Item 5.   Other Events.

Attached for filing as exhibits hereto are the items listed in "Item
7--Financial Statements, Pro Forma Financial Information and Exhibits" below.
Such items are being filed in connection with the offering by Corning
Incorporated of $500,000,000 aggregate principal amount of its Medium-Term Notes
due from 9 months to 30 years from Date of Issue.


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

Exhibits:

(1) Form of Amended and Restated Distribution Agreement, dated as of 
    March 23, 1995, between Corning Incorporated, Goldman, Sachs & Co., 
    Lazard Freres & Co. and Citicorp Securities, Inc.

(4) Specimen form of Medium-Term Fixed Rate Note and Medium-Term Floating 
    Rate Note of Corning Incorporated.

(8) Opinion of Donald W. Stevenson, Manager of Tax Research and Audits of, 
    and special tax counsel to, Corning Incorporated.

(23) Consent of special tax counsel to Corning Incorporated (included 
     in Exhibit 8).









                                   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: March 23, 1995               By  /s/ M. Ann Gosnell
                                       --------------------
                                       M. Ann Gosnell
                                       Assistant Secretary










                              CORNING INCORPORATED

                               Index to Exhibits


Exhibit                      Description


(1) Form of Amended and Restated Distribution Agreement, dated as of 
    March 23, 1995, between Corning Incorporated, Goldman, Sachs & Co., 
    Lazard Freres & Co. and Citicorp Securities, Inc.

(4) Specimen form of Medium-Term Fixed Rate Note and Medium-Term Floating 
    Rate Note of Corning Incorporated.

(8) Opinion of Donald W. Stevenson, Manager of Tax Research and Audits of, 
    and special tax counsel to, Corning Incorporated.

(23) Consent of special tax counsel to Corning Incorporated (included 
     in Exhibit 8).

EX-1

                         Corning Incorporated                   Exhibit 1
                             $500,000,000
                      Series Medium-Term Notes

         Amended and Restated Distribution Agreement

                                                                 March 23, 1995

Goldman, Sachs & Co., 
85 Broad Street, 
New York, New York 10004.

Lazard Freres & Co., 
One Rockefeller Plaza, 
New York, New York 10020.

Citicorp Securities, Inc.,
55 Water Street,
New York, New York 10041.

Ladies and Gentlemen:
    Corning Incorporated, a New York corporation (the "Company"), proposes to
issue and sell from time to time its Series A Medium-Term Notes (the
"Securities") in an aggregate amount up to $500,000,000 and agrees with each of
you (individually, an "Agent", and collectively, the "Agents") as set forth in
this Agreement.

    Subject to the terms and conditions stated herein and to the reservation by
the Company of the right to sell Securities directly on its own behalf, the
Company hereby (i) appoints each Agent as an agent of the Company for the
purpose of soliciting and receiving offers to purchase Securities from the
Company pursuant to Section 2(a) hereof and (ii) agrees that, except as
otherwise contemplated herein, whenever it determines to sell Securities
directly to any Agent as principal, it will enter into a separate agreement
(each, a "Terms Agreement"), substantially in the form of Annex I hereto,
relating to such sale in accordance with Section 2(b) hereof. This Distribution
Agreement shall not be construed to create either an obligation on the part of
the Company to sell any Securities or an obligation of any of the Agents to
purchase Securities as principal.

    The Securities will be issued under an indenture, dated as of April 1, 1991
(the "Indenture"), between the Company and United States Trust Company of New
York, as Trustee (the "Trustee"). The Securities shall have the maturity ranges,
interest rates, if any, redemption provisions and other terms set forth in the
Prospectus referred to below as it may be amended or supplemented from time to
time. The Securities will be issued, and the terms and rights thereof
established, from time to time by the Company in accordance with the Indenture.

    1. The Company represents and warrants to, and agrees with, each Agent that:

    (a) Two registration statements on Form S-3 (File Nos. 33-49903 and
33-56887) in respect of the Securities have been filed with the Securities and
Exchange Commission (the "Commission"); such registration statements and any
post-effective amendment thereto, each in the form heretofore delivered or to be
delivered to such Agent, excluding exhibits to such registration statements, but
including all documents incorporated by reference in the prospectus included in
the latest registration statement, have been declared effective by the
Commission in such form; no other document with respect to such registration
statements or document incorporated by reference in the latest registration
statement has heretofore been filed or transmitted for filing with the
Commission (other than the prospectuses filed pursuant to Rule 424(b) of the
rules and regulations of the Commission under the Securities Act of 1933, as
amended (the "Act"), each in the form heretofore delivered to the Agents); and
no stop order suspending the effectiveness of either such registration statement
has been issued and no proceeding for that purpose has been initiated or
threatened by the Commission (any preliminary prospectus included in the latest
registration statement or filed with the Commission pursuant to Rule 424(a) of
the rules and regulations of the Commission under the Act, is hereinafter called
a "Preliminary Prospectus"; the various parts of the latest registration
statement, including all exhibits thereto and the documents incorporated by
reference in the prospectus contained in such registration statement at the time
such part of the registration statement became effective but excluding Form T-1,
each as amended at the time such part of the registration statement became
effective, is hereinafter collectively called the "Registration Statement"; the
prospectus (including, if applicable, any prospectus supplement) relating to the
Securities, in the form in which it has most recently been filed, or transmitted
for filing, with the Commission on or prior to the date of this Agreement, is
hereinafter called the "Prospectus"; any reference herein to any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to the applicable form
under the Act, as of the date of such Preliminary Prospectus or Prospectus, as
the case may be; any reference to any amendment or supplement to any Preliminary
Prospectus or the Prospectus, including any supplement to the Prospectus that
sets forth only the terms of a particular issue of the Securities (a "Pricing
Supplement"), shall be deemed to refer to and include any documents filed after
the date of such Preliminary Prospectus or Prospectus, as the case may be, under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated therein by reference; any reference to any amendment to the
Registration Statement shall be deemed to refer to and include any annual report
of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act
after the effective date of the Registration Statement that is incorporated by
reference in the Registration Statement; and any reference to the Prospectus as
amended or supplemented shall be deemed to refer to and include the Prospectus
as amended or supplemented (including by the applicable Pricing Supplement filed
in accordance with Section 4(a) hereof) in relation to Securities to be sold
pursuant to this Agreement, in the form filed or transmitted for filing with the
Commission pursuant to Rule 424(b) under the Act and in accordance with Section
4(a) hereof, including any documents incorporated by reference therein as of the
date of such filing);

    (b) The documents incorporated by reference in the Prospectus, when they
became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and any further
documents so filed and incorporated by reference in the Prospectus, or any
further amendment or supplement thereto, when such documents become effective or
are filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Act or the Exchange Act, as applicable, and
the rules and regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by any Agent expressly for use in the 
Prospectus as amended or supplemented to relate to a particular issuance of 
Securities;

    (c) The Registration Statement and the Prospectus conform, and any further
amendments or supplements to the Registration Statement or the Prospectus will
conform, in all material respects to the requirements of the Act and the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and
regulations of the Commission thereunder and do not and will not, as of the
applicable effective date as to the Registration Statement and any amendment
thereto and as of the applicable filing date as to the Prospectus and any
amendment or supplement thereto, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by any Agent expressly for use in the Prospectus as amended or
supplemented to relate to a particular issuance of Securities;

    (d) Neither the Company nor any of its subsidiaries has sustained since the
date of the latest audited financial statements included or incorporated by
reference in the Prospectus any material loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth or contemplated in the Prospectus; and,
since the respective dates as of which information is given in the Registration
Statement and the Prospectus, there has not been any change in the capital stock
or long-term debt of the Company or any of its subsidiaries or any material
adverse change, or any development involving a prospective material adverse
change, in or affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries taken as a whole, otherwise than as set forth or contemplated in
the Prospectus;

    (e) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of New York, with power
and authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus, and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which its owns or leases
properties, or conducts any business, so as to require such qualification, or is
subject to no material liability or disability by reason of the failure to be so
qualified in any such jurisdiction; and each Significant Subsidiary (as defined
in Regulation S-X under the Act) of the Company has been duly incorporated and
is validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation;

    (f) The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company have
been duly and validly authorized and issued and are fully paid and
non-assessable;

    (g) The Securities have been duly authorized, and, when issued and delivered
pursuant to this Agreement and any Terms Agreement, will have been duly
executed, authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company entitled to the benefits provided by
the Indenture, which will be substantially in the form filed as an exhibit to
the Registration Statement; the Indenture has been duly authorized and duly
qualified under the Trust Indenture Act and constitutes a valid and legally
binding instrument, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general equity
principles; and the Indenture conforms and the Securities of any particular
issuance of Securities will conform to the descriptions thereof contained in the
Prospectus as amended or supplemented to relate to such issuance of Securities;

    (h) The issue and sale of the Securities, the compliance by the Company with
all of the provisions of the Securities, the Indenture, this Agreement and any
Terms Agreement, and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company is a party or by which the Company is bound or to which any of
the property or assets of the Company is subject, nor will such action result in
any violation of the provisions of the Certificate of Incorporation, as amended,
or the By-laws of the Company or any statute or any order, rule or regulation of
any court or governmental agency or body having jurisdiction over the Company or
any of its properties; and no consent, approval, authorization, order,
registration or qualification of or with any court or governmental agency or
body is required for the solicitation of offers to purchase Securities, the
issue and sale of the Securities or the consummation by the Company of the other
transactions contemplated by this Agreement, any Terms Agreement or the
Indenture, except such as have been, or will have been prior to the Commencement
Date (as defined in Section 3 hereof), obtained under the Act or the Trust
Indenture Act and such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue Sky laws in
connection with the solicitation by such Agent of offers to purchase Securities
from the Company and with purchases of Securities by such Agent as principal, as
the case may be, in each case in the manner contemplated hereby;

    (i) Neither the Company nor any of its subsidiaries is in violation of its
Certificate of Incorporation or By-laws or in default in the performance or
observance of any material obligation, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which it is a party or by which it or any of its properties may be
bound;

    (j) The statements set forth in the Prospectus under the captions
"Description of Debt Securities" and "Description of Notes", insofar as they
purport to constitute a summary of the terms of the Securities, and under the
captions "Plan of Distribution", "Supplemental Plan of Distribution" and "United
States Taxation", insofar as they purport to describe the provisions of the laws
and documents referred to therein, are accurate, complete and fair;

    (k) Other than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its subsidiaries
is a party or to which any property of the Company or any of its subsidiaries is
subject, which, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a material adverse
effect on the consolidated financial position, stockholders' equity or results
of operations of the Company and its subsidiaries, and, to the best of the
Company's knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others;

    (l) The Company is not, and after giving effect to each offering and sale of
the Securities will not be, an "investment company" or an entity "controlled" by
an "investment company", as such terms are defined in the Investment Company Act
of 1940, as amended (the "Investment Company Act");

    (m) Neither the Company nor any of its affiliates does business with the
government of Cuba or with any person or affiliate located in Cuba within the
meaning of Section 517.075, Florida Statutes; and

    (n) Immediately after any sale of Securities by the Company hereunder or
under any Terms Agreement, the aggregate amount of Securities which shall have
been issued and sold by the Company hereunder or under any Terms Agreement and
of any debt securities of the Company (other than such Securities) that shall
have been issued and sold pursuant to the Registration Statement will not exceed
the amount of debt securities registered under the Registration Statement.


    2.(a) On the basis of the representations and warranties herein contained,
and subject to the terms and conditions herein set forth, each of the Agents
hereby severally and not jointly agrees, as agent of the Company, to use its
reasonable efforts to solicit and receive offers to purchase the Securities from
the Company upon the terms and conditions set forth in the Prospectus as amended
or supplemented from time to time. So long as this Agreement shall remain in
effect with respect to any Agent, the Company shall not, without the consent of
such Agent, solicit or accept offers to purchase, or sell, any debt securities
with a maturity at the time of original issuance of 9 months to 30 years except
pursuant to this Agreement, any Terms Agreement, or except pursuant to a private
placement not constituting a public offering under the Act or except in
connection with a firm commitment underwriting pursuant to an underwriting
agreement that does not provide for a continuous offering of medium-term debt
securities. However, the Company reserves the right to sell, and may solicit and
accept offers to purchase, Securities directly on its own behalf in transactions
with persons other than broker-dealers, and, in the case of any such sale not
resulting from a solicitation made by any Agent, no commission will be payable
with respect to such sale. These provisions shall not limit Section 4(f) hereof
or any similar provision included in any Terms Agreement.

    Procedural details relating to the issue and delivery of Securities, the
solicitation of offers to purchase Securities and the payment in each case
therefor shall be as set forth in the Administrative Procedure attached hereto
as Annex II as it may be amended from time to time by written agreement between
the Agents and the Company (the "Administrative Procedure"). The provisions of
the Administrative Procedure shall apply to all transactions contemplated
hereunder other than those made pursuant to a Terms Agreement. Each Agent and
the Company agree to perform the respective duties and obligations specifically
provided to be performed by each of them in the Administrative Procedure. The
Company will furnish to the Trustee a copy of the Administrative Procedure as
from time to time in effect.

    The Company reserves the right, in its sole discretion, to instruct the
Agents to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase the Securities. As soon as practicable, but
in any event not later than one business day in New York City, after receipt of
notice from the Company, the Agents will suspend solicitation of offers to
purchase Securities from the Company until such time as the Company has advised
the Agents that such solicitation may be resumed. During such period, the
Company shall not be required to comply with the provisions of Sections 4(h),
4(i), 4(j) and 4(k). Upon advising the Agents that such solicitation may be
resumed, however, the Company shall simultaneously provide the documents
required to be delivered by Sections 4(h), 4(i), 4(j) and 4(k), and the Agents
shall have no obligation to solicit offers to purchase the Securities until such
documents have been received by the Agents. In addition, any failure by the
Company to comply with its obligations hereunder, including without limitation
its obligations to deliver the documents required by Sections 4(h), 4(i), 4(j)
and 4(k), shall automatically terminate the Agents' obligations hereunder,
including without limitation its obligations to solicit offers to purchase the 
Securities hereunder as agent or to purchase Securities hereunder as principal.

    The Company agrees to pay each Agent a commission, at the time of settlement
of any sale of a Security by the Company as a result of a solicitation made by
such Agent, in an amount equal to the following applicable percentage of the
principal amount of such Security sold:

                                                               Commission
                                                             (percentage of
                                                                aggregate
                                                            principal amount
                       Range of Maturities                 of Securities sold)


    From 9 months to less than 1 year                                   .125%

    From 1 year to less than 18 months                                  .150%

    From 18 months to less than 2 years                                 .200%

    From 2 years to less than 3 years                                   .250%

    From 3 years to less than 4 years                                   .350%

    From 4 years to less than 5 years                                   .450%

    From 5 years to less than 6 years                                   .500%

    From 6 years to less than 7 years                                   .550%

    From 7 years to less than 10 years                                  .600%

    From 10 years to less than 15 years                                 .625%

    From 15 years to less than 20 years                                 .675%

    From 20 years to 30 years                                           .750% 
    
    (b) Each sale of Securities to any Agent as principal shall be made in
accordance with the terms of this Agreement and (unless the Company and such
Agent shall otherwise agree) a Terms Agreement which will provide for the sale
of such Securities to, and the purchase thereof by, such Agent; a Terms
Agreement may also specify certain provisions relating to the reoffering of such
Securities by such Agent; the commitment of any Agent to purchase Securities as
principal, whether pursuant to any Terms Agreement or otherwise, shall be deemed
to have been made on the basis of the representations and warranties of the
Company herein contained and shall be subject to the terms and conditions herein
set forth; each Terms Agreement shall specify the principal amount of Securities
to be purchased by any Agent pursuant thereto, the price to be paid to the
Company for such Securities, any provisions relating to rights of, and default
by, underwriters acting together with such Agent in the reoffering of the
Securities and the time and date and place of delivery of and payment for such
Securities; and such Terms Agreement shall also specify any requirements for
opinions of counsel, accountants' letters and officers' certificates pursuant to
Section 4 hereof. Each Agent proposes to offer Securities purchased by it as
principal for sale at prevailing market prices or prices related thereto at the
time of sale, which may be equal to, greater than or less than the price at
which such Securities are purchased by such Agent from the Company.

    For each sale of Securities to an Agent as principal that is not made
pursuant to a Terms Agreement, the procedural details relating to the issue and
delivery of such Securities and payment therefor shall be as set forth in the
Administrative Procedure. For each such sale of Securities to an Agent as
principal that is not made pursuant to a Terms Agreement, the Company agrees to
pay such Agent a commission (or grant an equivalent discount) as provided in
Section 2(a) hereof and in accordance with the schedule set forth therein.

    Each time and date of delivery of and payment for Securities to be purchased
by an Agent as principal, whether set forth in a Terms Agreement or in
accordance with the Administrative Procedure, is referred to herein as a "Time
of Delivery".

    (c) Each Agent agrees, with respect to any Security denominated in a
currency other than U.S. dollars, as agent, directly or indirectly, not to
solicit offers to purchase, and as principal under any Terms Agreement or
otherwise, directly or indirectly, not to offer, sell or deliver, such Security
in, or to residents of, the country issuing such currency, except as permitted
by applicable law.

    3. The documents required to be delivered pursuant to Section 6 hereof on
the Commencement Date (as defined below) shall be delivered to the Agents at the
offices of Sullivan & Cromwell, New York, New York, at 11:00 a.m., New York City
time, on the date of this Agreement, which date and time of such delivery may be
postponed by agreement between the Agents and the Company but in no event shall
be later than the day prior to the date on which solicitation of offers to
purchase Securities is commenced or on which any Terms Agreement is executed
(such time and date being referred to herein as the "Commencement Date").

    4.  The Company covenants and agrees with each Agent:

    (a) (i) To make no amendment or supplement to the Registration Statement or
the Prospectus (A) prior to the Commencement Date which shall be disapproved by
any Agent promptly after reasonable notice thereof or (B) after the date of any
Terms Agreement or other agreement by an Agent to purchase Securities as
principal and prior to the related Time of Delivery which shall be disapproved
by any Agent party to such Terms Agreement or so purchasing as principal
promptly after reasonable notice thereof; (ii) to prepare, with respect to any
Securities to be sold through or to such Agent pursuant to this Agreement, a
Pricing Supplement with respect to such Securities in a form previously approved
by such Agent and to file such Pricing Supplement pursuant to Rule 424(b)(3)
under the Act not later than the close of business of the Commission on the
fifth business day after the date on which such Pricing Supplement is first
used; (iii) to make no amendment or supplement to the Registration Statement or
Prospectus, other than any Pricing Supplement, at any time prior to having
afforded each Agent a reasonable opportunity to review and comment thereon; (iv)
to file promptly all reports and any definitive proxy or information statements
required to be filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a
prospectus is required in connection with the offering or sale of the
Securities, and during such same period to advise such Agent, promptly after the
Company receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or has become effective or any supplement
to the Prospectus or any amended Prospectus (other than any Pricing Supplement
that relates to Securities not purchased through or by such Agent) has been
filed with the Commission, of the issuance by the Commission of any stop order
or of any order preventing or suspending the use of any prospectus relating to
the Securities, of the suspension of the qualification of the Securities for
offering or sale in any jurisdiction, of the initiation or threatening of any
proceeding for any such purpose, or of any request by the Commission for the
amendment or supplement of the Registration Statement or Prospectus or for
additional information; and (v) in the event of the issuance of any such stop
order or of any such order preventing or suspending the use of any such
prospectus or suspending any such qualification, to use promptly its best
efforts to obtain its withdrawal;

    (b) Promptly from time to time to take such action as such Agent may
reasonably request to qualify the Securities for offering and sale under the
securities laws of such jurisdictions as such Agent may request and to comply
with such laws so as to permit the continuance of sales and dealings therein for
as long as may be necessary to complete the distribution or sale of the
Securities; provided, however, that in connection therewith the Company shall
not be required to qualify as a foreign corporation or to file a general consent
to service of process in any jurisdiction;

    (c) To furnish such Agent with copies of the Registration Statement and each
amendment thereto, with copies of the Prospectus as each time amended or
supplemented, other than any Pricing Supplement (except as provided in the
Administrative Procedure), in the form in which it is filed with the Commission
pursuant to Rule 424 under the Act, and with copies of the documents
incorporated by reference therein, all in such quantities as such Agent may
reasonably request from time to time; and, if the delivery of a prospectus is
required at any time in connection with the offering or sale of the Securities
(including Securities purchased from the Company by such Agent as principal) and
if at such time any event shall have occurred as a result of which the
Prospectus as then amended or supplemented would include an untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made when such Prospectus is delivered, not misleading, or, if for any other
reason it shall be necessary during such same period to amend or supplement the
Prospectus or to file under the Exchange Act any document incorporated by
reference in the Prospectus in order to comply with the Act, the Exchange Act or
the Trust Indenture Act, to notify such Agent and request such Agent, in its
capacity as agent of the Company, to suspend solicitation of offers to purchase
Securities from the Company (and, if so notified, such Agent shall cease such
solicitations as soon as practicable, but in any event not later than one
business day later); and if the Company shall decide to amend or supplement the
Registration Statement or the Prospectus as then amended or supplemented, to so
advise such Agent promptly by telephone (with confirmation in writing) and to
prepare and cause to be filed promptly with the Commission an amendment or
supplement to the Registration Statement or the Prospectus as then amended or
supplemented that will correct such statement or omission or effect such
compliance; provided, however, that if during such same period such Agent
continues to own Securities purchased from the Company by such Agent as
principal or such Agent is otherwise required to deliver a prospectus in respect
of transactions in the Securities, the Company shall promptly prepare and file
with the Commission such an amendment or supplement;

    (d) To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the Act), an
earnings statement of the Company and its subsidiaries (which need not be
audited) complying with Section 11(a) of the Act and the rules and regulations
of the Commission thereunder (including, at the option of the Company, Rule
158);

    (e) So long as any Securities are outstanding, to furnish to such Agent
copies of all reports or other communications (financial or other) furnished to
stockholders, and deliver to such Agent (i) as soon as they are available,
copies of any reports and financial statements furnished to or filed with the
Commission or any national securities exchange on which any class of securities
of the Company is listed; and (ii) such additional information concerning the
business and financial condition of the Company as such Agent may from time to
time reasonably request (such financial statements to be on a consolidated basis
to the extent the accounts of the Company and its subsidiaries are consolidated
in reports furnished to its stockholders generally or to the Commission);

    (f) That, from the date of any Terms Agreement with such Agent or other
agreement by such Agent to purchase Securities as principal and continuing to
and including the earlier of (i) the termination of the trading restrictions for
the Securities purchased thereunder, as notified to the Company by such Agent
and (ii) the related Time of Delivery, not to offer, sell, contract to sell or
otherwise dispose of any debt securities of the Company which both mature more
than 9 months after such Time of Delivery and are substantially similar to the
Securities, without the prior written consent of such Agent;

    (g) That each acceptance by the Company of an offer to purchase Securities
hereunder (including any purchase by such Agent as principal not pursuant to a
Terms Agreement), and each execution and delivery by the Company of a Terms
Agreement with such Agent, shall be deemed to be an affirmation to such Agent
that the representations and warranties of the Company contained in or made
pursuant to this Agreement are true and correct as of the date of such
acceptance or of such Terms Agreement, as the case may be, as though made at and
as of such date, and an undertaking that such representations and warranties
will be true and correct as of the settlement date for the Securities relating
to such acceptance or as of the Time of Delivery relating to such sale, as the
case may be, as though made at and as of such date (except that such
representations and warranties shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented relating to such
Securities);

    (h) That reasonably in advance of each time the Registration Statement or
the Prospectus shall be amended or supplemented (other than by a Pricing
Supplement), each time a document filed under the Act or the Exchange Act is
incorporated by reference into the Prospectus (other than an Annual Report of
employee stock purchase, savings and similar plans on Form 11-K or a Current
Report on Form 8-K filed solely for the purpose of incorporating a press release
announcing the Company's quarterly or annual results of operations, unless an
Agent otherwise requests an opinion in connection with such Current Report), and
each time the Company sells Securities to such Agent as principal pursuant to a
Terms Agreement and such Terms Agreement specifies the delivery of an opinion or
opinions by Sullivan & Cromwell, counsel to the Agents, as a condition to the
purchase of Securities pursuant to such Terms Agreement, the Company shall
furnish to such counsel such papers and information as they may reasonably
request to enable them to furnish to such Agent the opinion or opinions referred
to in Section 6(b) hereof;

    (i) That each time the Registration Statement or the Prospectus shall be
amended or supplemented (other than by a Pricing Supplement), each time a
document filed under the Act or the Exchange Act is incorporated by reference
into the Prospectus (other than an Annual Report of employee stock purchase,
savings and similar plans on Form 11-K or a Current Report on Form 8-K filed
solely for the purpose of incorporating a press release announcing the Company's
quarterly or annual results of operations, unless an Agent otherwise requests
opinions in connection with such Current Report) and each time the Company sells
Securities to such Agent as principal pursuant to a Terms Agreement and such
Terms Agreement specifies the delivery of opinions under this Section 4(i) as a
condition to the purchase of Securities pursuant to such Terms Agreement, the
Company shall furnish or cause to be furnished forthwith to such Agent written
opinions of William C. Ughetta, General Counsel of the Company, or other counsel
for the Company satisfactory to such Agent, dated the date of such amendment,
supplement, incorporation or Time of Delivery relating to such sale, as the case
may be, in form satisfactory to such Agent, to the effect that such Agent may
rely on the opinions of such counsel referred to in Sections 6(c) and (j) hereof
which were last furnished to such Agent to the same extent as though they were
dated the date of such letter authorizing reliance (except that the statements
in such last opinions shall be deemed to relate to the Registration Statement
and the Prospectus as amended and supplemented to such date) or, in lieu of such
opinions, opinions of the same tenor as the opinions of such counsel referred to
in Section 6(c) and (j) hereof but modified to relate to the Registration
Statement and the Prospectus as amended and supplemented to such date;

    (j) That each time the Registration Statement or the Prospectus shall be
amended or supplemented and each time that a document filed under the Act or the
Exchange Act is incorporated by reference into the Prospectus (other than an
Annual Report of employee stock purchase, savings and similar plans on Form 11-K
or a Current Report on Form 8-K filed solely for the purpose of incorporating a
press release announcing the Company's quarterly or annual results of
operations, unless an Agent otherwise requests a letter from the independent
accountants in connection with such Current Report), in either case to set forth
financial information included in or derived from the Company's consolidated
financial statements or accounting records, and each time the Company sells
Securities to such Agent as principal pursuant to a Terms Agreement and such
Terms Agreement specifies the delivery of a letter under this Section 4(j) as a
condition to the purchase of Securities pursuant to such Terms Agreement, the
Company shall cause the independent certified public accountants who have
certified the financial statements of the Company and its subsidiaries included
or incorporated by reference in the Registration Statement and the independent
certified public accountants who have certified the financial statements of
Moran Research Labs included or incorporated by reference in the Registration
Statement each forthwith to furnish such Agent a letter, dated the date of such
amendment, supplement, incorporation or Time of Delivery relating to such sale,
as the case may be, in form satisfactory to such Agent, of the same tenor as the
letter referred to in Section 6(d) hereof but modified to relate to the
Registration Statement and the Prospectus as amended or supplemented to the date
of such letter, with such changes as may be necessary to reflect changes in the
financial statements and other information derived from the accounting records
of the Company, to the extent such financial statements and other information
are available as of a date not more than five business days prior to the date of
such letter; provided, however, that, with respect to any financial information
or other matter, such letters may reconfirm as true and correct at such date as
though made at and as of such date, rather than repeat, statements with respect
to such financial information or other matter made in the letters referred to in
Section 6(d) hereof which was last furnished to such Agent;

    (k) That each time the Registration Statement or the Prospectus shall be
amended or supplemented (other than by a Pricing Supplement), each time a
document filed under the Act or the Exchange Act is incorporated by reference
into the Prospectus (other than an Annual Report of employee stock purchase,
savings and similar plans on Form 11-K or a Current Report on Form 8-K filed
solely for the purpose of incorporating a press release announcing the Company's
quarterly or annual results of operations, unless an Agent otherwise requests a
certificate) and each time the Company sells Securities to such Agent as
principal and the applicable Terms Agreement specifies the delivery of a
certificate under this Section 4(k) as a condition to the purchase of Securities
pursuant to such Terms Agreement, the Company shall furnish or cause to be
furnished forthwith to such Agent a certificate, dated the date of such
supplement, amendment, incorporation or Time of Delivery relating to such sale,
as the case may be, in such form and executed by such officers of the Company as
shall be satisfactory to such Agent, to the effect that the statements contained
in the certificates referred to in Section 6(i) hereof which were last furnished
to such Agent are true and correct at such date as though made at and as of such
date (except that such statements shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented to such date) or, in
lieu of such certificate, certificates of the same tenor as the certificates
referred to in said Section 6(i) but modified to relate to the Registration
Statement and the Prospectus as amended and supplemented to such date; and

    (l) To offer to any person who has agreed to purchase Securities from the
Company as the result of an offer to purchase solicited by such Agent the right
to refuse to purchase and pay for such Securities if, on the related settlement
date fixed pursuant to the Administrative Procedure, any condition set forth in
Section 6(a), 6(e), 6(f) or 6(g) hereof shall not have been satisfied (it being
understood that the judgment of such person with respect to the impracticability
or inadvisability of such purchase of Securities shall be substituted, for
purposes of this Section 4(l), for the respective judgments of an Agent with
respect to certain matters referred to in such Sections 6(e) and 6(g), and that
such Agent shall have no duty or obligation whatsoever to exercise the judgment
permitted under such Sections 6(e) and 6(g) on behalf of any such person).

    5. The Company covenants and agrees with each Agent that the Company will
pay or cause to be paid the following: (i) the fees, disbursements and expenses
of the Company's counsel and accountants in connection with the registration of
the Securities under the Act and all other expenses in connection with the
preparation, printing and filing of the Registration Statement, any Preliminary
Prospectus, the Prospectus and any Pricing Supplements and all other amendments
and supplements thereto and the mailing and delivering of copies thereof to such
Agent; (ii) the fees, disbursements and expenses of counsel for the Agents in
connection with the establishment of the program contemplated hereby, any
opinions to be rendered by such counsel hereunder and under any Terms Agreement
and the transactions contemplated hereunder and under any Terms Agreement; (iii)
the cost of printing, producing or reproducing this Agreement, any Terms
Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda, and any
other documents in connection with the offering, purchase, sale and delivery of
the Securities; (iv) all expenses in connection with the qualification of the
Securities for offering and sale under state securities laws as provided in
Section 4(b) hereof, including the fees and disbursements of counsel for the
Agents in connection with such qualification and in connection with the Blue Sky
and legal investment surveys; (v) any fees charged by securities rating services
for rating the Securities; (vi) any filing fees incident to any required review
by the National Association of Securities Dealers, Inc. of the terms of the sale
of the Securities; (vii) the cost of preparing the Securities; (viii) the fees
and expenses of any Trustee and any agent of any Trustee and any transfer or
paying agent of the Company and the fees and disbursements of counsel for any
Trustee or such agent in connection with any Indenture and the Securities; (ix)
any advertising expenses connected with the solicitation of offers to purchase
and the sale of Securities so long as such advertising expenses have been
approved by the Company; and (x) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. Except as provided in Sections 7 and 8 hereof,
each Agent shall pay all other expenses it incurs.

    6. The obligation of any Agent, as agent of the Company, at any time
("Solicitation Time") to solicit offers to purchase the Securities and the
obligation of any Agent to purchase Securities as principal, pursuant to any
Terms Agreement or otherwise, shall in each case be subject, in such Agent's
discretion, to the condition that all representations and warranties and other
statements of the Company herein (and, in the case of an obligation of an Agent
under a Terms Agreement, in or incorporated by reference in such Terms
Agreement) are true and correct at and as of the Commencement Date and any
applicable date referred to in Section 4(k) hereof that is prior to such
Solicitation Time or Time of Delivery, as the case may be, and at and as of such
Solicitation Time or Time of Delivery, as the case may be, the condition that
prior to such Solicitation Time or Time of Delivery, as the case may be, the
Company shall have performed all of its obligations hereunder theretofore to be
performed, and the following additional conditions:

    (a) (i) With respect to any Securities sold at or prior to such Solicitation
Time or Time of Delivery, as the case may be, the Prospectus as amended or
supplemented (including the Pricing Supplement) with respect to such Securities
shall have been filed with the Commission pursuant to Rule 424(b) under the Act
within the applicable time period prescribed for such filing by the rules and
regulations under the Act and in accordance with Section 4(a) hereof; (ii) no
stop order suspending the effectiveness of the Registration Statement shall have
been issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission; and (iii) all requests for additional information
on the part of the Commission shall have been complied with to the reasonable
satisfaction of such Agent;

    (b) Sullivan & Cromwell, counsel to the Agents, shall have furnished to such
Agent (i) such opinion or opinions, dated the Commencement Date, with respect to
the incorporation of the Company, the validity of the Indenture, the Securities,
the Registration Statement, the Prospectus as amended or supplemented and other
related matters as such Agent may reasonably request, and (ii) if and to the
extent requested by such Agent, with respect to each applicable date referred to
in Section 4(h) hereof that is on or prior to such Solicitation Time or Time of
Delivery, as the case may be, an opinion or opinions, dated such applicable
date, to the effect that such Agent may rely on the opinion or opinions which
were last furnished to such Agent pursuant to this Section 6(b) to the same
extent as though it or they were dated the date of such letter authorizing
reliance (except that the statements in such last opinion or opinions shall be
deemed to relate to the Registration Statement and the Prospectus as amended and
supplemented to such date) or, in any case, in lieu of such an opinion or
opinions, an opinion or opinions of the same tenor as the opinion or opinions
referred to in clause (i) but modified to relate to the Registration Statement
and the Prospectus as amended and supplemented to such date; and in each case
such counsel shall have received such papers and information as they may
reasonably request to enable them to pass upon such matters;

    (c) William C. Ughetta, General Counsel of the Company, or other counsel for
the Company satisfactory to such Agent, shall have furnished to such Agent their
written opinions, dated the Commencement Date and each applicable date referred
to in Section 4(i) hereof that is on or prior to such Solicitation Time or Time
of Delivery, as the case may be, in form and substance satisfactory to such
Agent, to the effect that:

        (i) The Company has been duly incorporated and is validly existing as a
    corporation in good standing under the laws of the State of New York, with
    power and authority (corporate and other) to own its properties and conduct
    its business as described in the Prospectus as amended or supplemented;

        (ii) The Company has an authorized capitalization as set forth in the
    Prospectus as amended or supplemented and all of the issued shares of
    capital stock of the Company have been duly and validly authorized and
    issued and are fully paid and non-assessable;

        (iii) With such exceptions as are not material, the Company has been
    duly qualified as a foreign corporation for the transaction of business and
    is in good standing under the laws of each United States jurisdiction in
    which it owns or leases properties, or conducts any business, so as to
    require such qualification, or is subject to no material liability or
    disability by reason of failure ot be so qualified in any jurisdiction (such
    counsel being entitled to rely in respect of the opinion in this clause upon
    opinions of local counsel, and, as to matters of fact, upon certificates of
    officers of the Company, provided that such counsel shall state that he
    believes that both you and he are justified in relying upon such opinions
    and certificates);

        (iv) To the best of such counsel's knowledge, there are no legal or
    governmental proceedings pending to which the Company or any of its
    subsidiaries is a party or to which any property of the Company or any of
    its subsidiaries is subject (other than as set forth in the Prospectus and
    other than litigation incident to the kind of business conducted by the
    Company and its subsidiaries, none of which litigation is material to the
    Company and its subsidiaries considered as a whole) which, if determined
    adversely to the Company or any of its subsidiaries, would individually or
    in the aggregate have a material adverse effect on the consolidated
    financial position, stockholders' equity or results of operations of the
    Company and its subsidiaries; and to the best of such counsel's knowledge,
    no such proceedings are threatened by governmental authorities or threatened
    by others; and such counsel has not received notice that any such
    proceedings are threatened by governmental authorities or by others;

        (v) This Agreement and any applicable Terms Agreement have been duly 
    authorized, executed and delivered by the Company;

        (vi) The Securities have been duly authorized and, when duly executed,
    authenticated, issued and delivered by the Company, will constitute valid
    and legally binding obligations of the Company entitled to the benefits
    provided by the Indenture; and the Indenture conforms and the Securities
    will conform to the descriptions thereof in the Prospectus as amended or
    supplemented;

        (vii) The Indenture has been duly authorized, executed and delivered by
    the parties thereto and constitutes a valid and legally binding instrument,
    enforceable in accordance with its terms, subject, as to enforcement, to
    bankruptcy, insolvency, reorganization and other laws of general
    applicability relating to or affecting creditors' rights and to general
    equity principles; and the Indenture has been duly qualified under the Trust
    Indenture Act;

        (viii) The issue and sale of the Securities, the compliance by the
    Company with all of the provisions of the Securities, the Indenture, this
    Agreement and any applicable Terms Agreement and the consummation of the
    transactions herein and therein contemplated will not conflict with or
    result in a breach or violation of any of the terms or provisions of, or
    constitute a default under, any indenture, mortgage, deed of trust, loan
    agreement or other agreement or instrument known to such counsel to which
    the Company is a party or by which the Company is bound or to which any of
    the property or assets of the Company is subject, nor will such action
    result in any violation of the provisions of the Certificate of
    Incorporation, as amended, of the Company or the By-laws of the Company or
    any statute or any order, rule or regulation known to such counsel of any
    court or governmental agency or body having jurisdiction over the Company or
    any of its properties;

        (ix) No consent, approval, authorization, order, registration or
    qualification of or with any court or governmental agency or body is
    required for the solicitation of offers to purchase Securities, the issue
    and sale of the Securities or the consummation by the Company of the other
    transactions contemplated by this Agreement, any applicable Terms Agreement,
    or the Indenture, except such as have been obtained under the Act and the
    Trust Indenture Act and such consents, approvals, authorizations,
    registrations or qualifications as may be required under state securities or
    Blue Sky laws in connection with the solicitation by the Agents of offers to
    purchase Securities from the Company and with purchases of Securities by an
    Agent as principal, as the case may be, in each case in the manner
    contemplated hereby;

        (x) The statements set forth in the Prospectus under the captions
    "Description of Debt Securities" and "Description of Notes", insofar as they
    purport to constitute a summary of the terms of the Securities, and under
    the captions "Plan of Distribution" and "Supplemental Plan of Distribution",
    insofar as they purport to describe the provisions of the laws and documents
    referred to therein, are accurate, complete and fair;

        (xi) The Company is not and, after giving effect to the offering and
    sale of the Securities, will not be an "investment company" or an entity
    "controlled" by an "investment company", as such terms are defined in the
    Investment Company Act;

        (xii) The documents incorporated by reference in the Prospectus (other
    than the financial statements and related schedules therein, as to which
    such counsel need express no opinion), when they became effective or were
    filed with the Commission, as the case may be, complied as to form in all
    material respects with the requirements of the Act or the Exchange Act, as
    applicable, and the rules and regulations of the Commission thereunder; and
    he has no reason to believe that any of such documents, when they became
    effective or were so filed, as the case may be, contained, in the case of a
    registration statement which became effective under the Act, an untrue
    statement of a material fact or omitted to state a material fact required to
    be stated therein or necessary to make the statements therein not
    misleading, and, in the case of other documents which were filed under the
    Act or the Exchange Act with the Commission, an untrue statement of a
    material fact or omitted to state a material fact necessary in order to make
    the statements therein, in the light of the circumstances under which they
    were made when such documents were so filed, not misleading; and

        (xiii) The Registration Statement and the Prospectus as amended and
    supplemented and any further amendments and supplements thereto made by the
    Company prior to the date of such opinion (other than the financial
    statements and related schedules therein, as to which such counsel need
    express no opinion) comply as to form in all material respects with the
    requirements of the Act and the Trust Indenture Act and the rules and
    regulations thereunder; he has no reason to believe that, as of its
    effective date, the Registration Statement or any further amendment or
    supplement thereto made by the Company prior to the date of such opinion
    (other than the financial statements and related schedules therein, as to
    which such counsel need express no opinion) contained an untrue statement of
    a material fact or omitted to state a material fact required to be stated
    therein or necessary to make the statements therein not misleading or that,
    as of its date, the Prospectus as amended or supplemented or any further
    amendment or supplement thereto made by the Company prior to the date of
    such opinion (other than the financial statements and related schedules
    therein, as to which such counsel need express no opinion) contained an
    untrue statement of a material fact or omitted to state a material fact
    required to be stated therein or necessary to make the statements therein
    not misleading or that, as of the date of such opinion, the Prospectus as
    amended or supplemented or any further amendment or supplement thereto made
    by the Company prior to the date of such opinion (other than the financial
    statements and related schedules therein, as to which such counsel need
    express no opinion) contained an untrue statement of a material fact or
    omitted to state a material fact necessary to make the statements therein,
    in light of the circumstances in which they were made, not
    misleading; and he does not know of any amendment to the Registration
    Statement required to be filed or any contracts or other documents of a
    character required to be filed as an exhibit to the Registration Statement
    or required to be incorporated by reference into the Prospectus as amended
    or supplemented or required to be described in the Registration Statement or
    the Prospectus as amended or supplemented which are not filed or
    incorporated by reference or described as required;


    (d) Not later than 10:00 a.m., New York City time, on the Commencement Date
and on each applicable date referred to in Section 4(j) hereof that is on or
prior to such Solicitation Time or Time of Delivery, as the case may be, the
independent certified public accountants who have certified the financial
statements of the Company and its subsidiaries included or incorporated by
reference in the Registration Statement and the independent certified public
accountants who have certified the financial statements of Moran Research Labs
included or incorporated by reference in the Registration Statement each shall
have furnished to such Agent a letter, dated the Commencement Date or such
applicable date, as the case may be, in form and substance satisfactory to such
Agent, to the effect set forth in Annex III or IV hereto, as the case may be;

    (e) (i) Neither the Company nor any of its subsidiaries shall have sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus as amended or supplemented prior to
the date of the Pricing Supplement relating to the Securities to be delivered at
the relevant Time of Delivery any loss or interference with its business from
fire, explosion, flood or other calamity, whether or not covered by insurance,
or from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Prospectus as amended or
supplemented prior to the date of the Pricing Supplement relating to the
Securities to be delivered at the relevant Time of Delivery and (ii) since the
respective dates as of which information is given in the Prospectus as amended
or supplemented prior to the date of the Pricing Supplement relating to the
Securities to be delivered at the relevant Time of Delivery there shall not have
been any change in the capital stock or long-term debt of the Company or any of
its subsidiaries or any change, or any development involving a prospective
change, in or affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the Prospectus as
amended or supplemented prior to the date of the Pricing Supplement relating to
the Securities to be delivered at the relevant Time of Delivery, the effect of
which, in any such case described in Clause (i) or (ii), is in the judgment of
such Agent so material and adverse as to make it impracticable or inadvisable to
proceed with the solicitation by such Agent of offers to purchase Securities
from the Company or the purchase by such Agent of Securities from the Company as
principal, as the case may be, on the terms and in the manner contemplated in
the Prospectus as amended or supplemented prior to the date of the Pricing
Supplement relating to the Securities to be delivered at the relevant Time of
Delivery;

    (f) On or after the date hereof (i) no downgrading shall have occurred in
the rating accorded the Company's debt securities or preferred stock by any
"nationally recognized statistical rating organization", as that term is defined
by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such
organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of any of the Company's
debt securities or preferred stock;

    (g) On or after the date hereof there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange; (ii) a suspension or material
limitation in trading in the Company's securities on the New York Stock
Exchange; (iii) a general moratorium on commercial banking activities in New
York declared by either Federal or New York State authorities; or (iv) the
outbreak or escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war, if the effect
of any such event specified in this Clause (iv) in the judgment of such Agent
makes it impracticable or inadvisable to proceed with the solicitation of offers
to purchase Securities or the purchase of the Securities from the Company as
principal pursuant to the applicable Terms Agreement or otherwise, as the case
may be, on the terms and in the manner contemplated in the Prospectus;

    (h) With respect to any Security denominated in a currency other than the
U.S. dollar, more than one currency or a composite currency or any Security the
principal of or interest on which is indexed to such currency, currencies or
composite currency, there shall not have occurred a suspension or material
limitation in foreign exchange trading in such currency, currencies or composite
currency by a major international bank, a general moratorium on commercial
banking activities in the country or countries issuing such currency, currencies
or composite currency, the outbreak or escalation of hostilities involving, the
occurrence of any material adverse change in the existing financial, political
or economic conditions of, or the declaration of war or a national emergency by,
the country or countries issuing such currency, currencies or composite currency
or the imposition or proposal of exchange controls by any governmental authority
in the country or countries issuing such currency, currencies or composite
currency;

    (i) The Company shall have furnished or caused to be furnished to such Agent
certificates of officers of the Company dated the Commencement Date and each
applicable date referred to in Section 4(k) hereof that is on or prior to such
Solicitation Time or Time of Delivery, as the case may be, in such form and
executed by such officers of the Company as shall be satisfactory to such Agent,
as to the accuracy of the representations and warranties of the Company herein
at and as of the Commencement Date or such applicable date, as the case may be,
as to the performance by the Company of all of its obligations hereunder to be
performed at or prior to the Commencement Date or such applicable date, as the
case may be, as to the matters set forth in subsections (a) and (e) of this
Section 6, and as to such other matters as such Agent may reasonably request;
and

    (j) Donald W. Stevenson, Manager of Tax Research and Audits of the Company,
or such other counsel for the Company satisfactory to such Agent, shall have
furnished to such Agent his written opinion, dated the Commencement Date and
each applicable date referred to in Section 4(i) hereof that is on or prior to
such Solicitation Time or Time of Delivery, as the case may be, in form and
substance satisfactory to such Agent to the effect that the statements made in
the Prospectus under the caption "United States Taxation", to the extent they
constitute matters of law or legal conclusions, have been reviewed by such
counsel and are accurate, correct and fairly present the information set forth
therein.

    7.(a) The Company will indemnify and hold harmless each Agent against any
losses, claims, damages or liabilities, joint or several, to which such Agent
may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration Statement, the
Prospectus, the Prospectus as amended or supplemented or any other prospectus
relating to the Securities, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse such Agent for any legal or other
expenses reasonably incurred by it in connection with investigating or defending
any such action or claim as such expenses are incurred; provided, however, that
the Company shall not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Prospectus, the Registration Statement, the Prospectus, the
Prospectus as amended or supplemented or any other prospectus relating to the
Securities, or any such amendment or supplement, in reliance upon and in
conformity with written information furnished to the Company by such Agent
expressly for use therein.

    (b) Each Agent will indemnify and hold harmless the Company against any
losses, claims, damages or liabilities to which the Company may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement, the Prospectus, the
Prospectus as amended or supplemented or any other prospectus relating to the
Securities, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, the Registration Statement, the Prospectus, the
Prospectus as amended or supplemented or any other prospectus relating to the
Securities, or any such amendment or supplement, in reliance upon and in
conformity with written information furnished to the Company by such Agent
expressly for use therein; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred.

    (c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to,
or an admission of, fault, culpability or a failure to act, by or on behalf of
any indemnified party.

    (d) If the indemnification provided for in this Section 7 is unavailable or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above in respect of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and each Agent on the other from the offering of
the Securities to which such loss, claim, damage or liability (or action in
respect thereof) relates. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c) above,
then each indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Company on the one
hand and each Agent on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and each Agent on the
other shall be deemed to be in the same proportion as the total net proceeds
from the sale of Securities (before deducting expenses) received by the Company
bear to the total commissions or discounts received by such Agent in respect
thereof. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact required to be stated
therein or necessary in order to make the statements therein not misleading
relates to information supplied by the Company on the one hand or by any Agent
on the other and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company
and each Agent agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by per capita allocation (even
if all Agents were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), an Agent shall
not be required to contribute any amount in excess of the amount by which the
total public offering price at which the Securities purchased by or through it
were sold exceeds the amount of any damages which such Agent has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
obligations of each of the Agents under this subsection (d) to contribute are
several in proportion to the respective purchases made by or through it to which
such loss, claim, damage or liability (or action in respect thereof) relates and
are not joint.

    (e) The obligations of the Company under this Section 7 shall be in addition
to any liability which the Company may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls any Agent within
the meaning of the Act; and the obligations of each Agent under this Section 7
shall be in addition to any liability which such Agent may otherwise have and
shall extend, upon the same terms and conditions, to each officer and director
of the Company and to each person, if any, who controls the Company within the
meaning of the Act.

    8. Each Agent, in soliciting offers to purchase Securities from the Company
and in performing the other obligations of such Agent hereunder (other than in
respect of any purchase by an Agent as principal, pursuant to a Terms Agreement
or otherwise), is acting solely as agent for the Company and not as principal.
Each Agent will make reasonable efforts in good faith to assist the Company in
obtaining performance by each purchaser whose offer to purchase Securities from
the Company was solicited by such Agent and has been accepted by the Company,
but such Agent shall not have any liability to the Company in the event such
purchase is not consummated for any reason. If the Company shall default on its
obligation to deliver Securities to a purchaser whose offer it has accepted, the
Company shall (i) hold each Agent harmless against any loss, claim or damage
arising from or as a result of such default by the Company and (ii)
notwithstanding such default, pay to the Agent that solicited such offer any
commission to which it would be entitled in connection with such sale.

    9. The respective indemnities, agreements, representations, warranties and
other statements by any Agent and the Company set forth in or made pursuant to
this Agreement shall remain in full force and effect regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Agent or any controlling person of any Agent, or the Company, or any
officer or director or any controlling person of the Company, and shall survive
each delivery of and payment for any of the Securities.

    10. The provisions of this Agreement relating to the solicitation of offers
to purchase Securities from the Company may be suspended or terminated at any
time by the Company as to any Agent or by any Agent as to such Agent upon the
giving of written notice of such suspension or termination to such Agent or the
Company, as the case may be. In the event of such suspension or termination with
respect to any Agent, (x) this Agreement shall remain in full force and effect
with respect to any Agent as to which such suspension or termination has not
occurred, (y) this Agreement shall remain in full force and effect with respect
to the rights and obligations of any party which have previously accrued or
which relate to Securities which are already issued, agreed to be issued or the
subject of a pending offer at the time of such suspension or termination and (z)
in any event, this Agreement shall remain in full force and effect insofar as
the fourth paragraph of Section 2(a), and Sections 4(d), 4(e), 5, 7, 8 and 9
hereof are concerned.

    11. Except as otherwise specifically provided herein or in the
Administrative Procedure, all statements, requests, notices and advices
hereunder shall be in writing, or by telephone if promptly confirmed in writing,
and if to Goldman, Sachs & Co. shall be sufficient in all respects when
delivered or sent by facsimile transmission or registered mail to 85 Broad
Street, New York, New York 10004, Facsimile Transmission No. (212) 357-8680,
Attention: Credit Department, Credit Control--Medium-Term Notes; if to Lazard
Freres & Co. shall be sufficient in all respects when delivered or sent by
telex, facsimile transmission or registered mail to One Rockefeller Plaza, New
York, New York 10020, Facsimile Transmission No. (212) 632-6060, Attention:
Hamish Norton; if to Citicorp Securities, Inc. shall be sufficient in all
respects when delivered or sent by telex, facsimile transmission or registered
mail to 399 Park Avenue, Zone 4, New York, New York 10041, Facsimile
Transmission No. (212) 291-0196, Attention: Kimberly A. Conyngham; and if to the
Company shall be sufficient in all respects when delivered or sent by facsimile
transmission or registered mail to One Riverfront Plaza, Corning, New York
14831, Attention: Secretary.

    12. This Agreement and any Terms Agreement shall be binding upon, and inure
solely to the benefit of, each Agent and the Company, and to the extent provided
in Sections 7, 8 and 9 hereof, the officers and directors of the Company and any
person who controls any Agent or the Company, and their respective personal
representatives, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement or any Terms Agreement. No
purchaser of any of the Securities through or from any Agent hereunder shall be
deemed a successor or assign by reason merely of such purchase.

    13. Time shall be of the essence in this Agreement and any Terms Agreement. 
As used herein, the term "business day" shall mean any day when the Commission's
office in Washington, D.C. is open for business.

    14. This Agreement and any Terms Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

    15. This Agreement and any Terms Agreement may be executed by any one or
more of the parties hereto and thereto in any number of counterparts, each of
which shall be an original, but all of such respective counterparts shall
together constitute one and the same instrument.



    If the foregoing is in accordance with your understanding, please sign and
return to us five counterparts hereof, whereupon this letter and the acceptance
by each of you thereof shall constitute a binding agreement between the Company
and each of you in accordance with its terms.

                                            Very truly yours,

                                            CORNING INCORPORATED

                                            By: __________________________

                                               Name:

                                               Title:



Accepted in New York, New York,

  as of the date hereof:




_______________________________
    (Goldman, Sachs & Co.)




_______________________________
    (Lazard Freres & Co.)



CITICORP SECURITIES, INC.



By: __________________________

   Name:

   Title:






                                                                        ANNEX I






                            Corning Incorporated

                              Medium -Term Notes


                                Terms Agreement



                                                                          , 1995


[Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.]


[Lazard Freres & Co.,
One Rockefeller Plaza,
New York, New York 10020.]


[Citicorp Securities, Inc.,
55 Water Street,
New York, New York 10044.]


Ladies and Gentlemen:

    Corning Incorporated (the "Company") proposes, subject to the terms and
conditions stated herein and in the Amended and Restated Distribution Agreement,
dated March 23, 1995 (the "Distribution Agreement"), between the Company on the
one hand and Goldman, Sachs & Co., Lazard Freres & Co. and Citicorp Securities,
Inc. (the "Agents") on the other, to issue and sell to [Goldman, Sachs & Co.],
[Lazard Freres & Co.] [Citicorp Securities, Inc.] the securities specified in
the Schedule hereto (the "Purchased Securities"). Each of the provisions of the
Distribution Agreement not specifically related to the solicitation by the
Agents, as agents of the Company, of offers to purchase Securities is
incorporated herein by reference in its entirety, and shall be deemed to be part
of this Terms Agreement to the same extent as if such provisions had been set
forth in full herein. Nothing contained herein or in the Distribution Agreement
shall make any party hereto an agent of the Company or make such party subject
to the provisions therein relating to the solicitation of offers to purchase
securities from the Company, solely by virtue of its execution of this Terms
Agreement. Each of the representations and warranties set forth therein shall be
deemed to have been made at and as of the date of this Terms Agreement, except
that each representation and warranty in Section 1 of the Distribution Agreement
which makes reference to the Prospectus shall be deemed to be a representation
and warranty as of the date of the Distribution Agreement in relation to the
Prospectus (as therein defined), and also a representation and warranty as of
the date of this Terms Agreement in relation to the Prospectus as amended and
supplemented to relate to the Purchased Securities.

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

     Subject to the terms and conditions set forth herein and in the
Distribution Agreement incorporated herein by reference, the Company agrees to
issue and sell to [Goldman, Sachs & Co.] [Lazard Freres & Co.] [Citicorp
Securities, Inc.] and [Goldman, Sachs & Co.] [Lazard Freres & Co.] [Citicorp
Securities, Inc.] agree[s] to purchase from the Company the Purchased
Securities, at the time and place, in the principal amount and at the purchase
price set forth in the Schedule hereto.

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

                                                   CORNING INCORPORATED

                                                   By: _______________________
                                                       Name:
                                                       Title:

Accepted:


__________________________________
    (Goldman, Sachs & Co.)


__________________________________
    (Lazard Freres & Co.)


CITICORP SECURITIES, INC.


By: ______________________________
    Name:
    Title:







                                                            Schedule to ANNEX I






Title of Purchased Securities:

    [  %] Series A Medium-Term Notes

Aggregate Principal Amount:

    [$.................... or units of other Specified Currency]

[Price to Public:]

Purchase Price by [Goldman, Sachs & Co.] [Lazard, Freres & Co.] [Citicorp
Securities, Inc.]:

     % of the principal amount of the Purchased Securities[, plus accrued
interest from ............... to ...............] [and accrued amortization, if
any, from ................. to ................]

Method of and Specified Funds for Payment of Purchase Price:

    [By certified or official bank check or checks, payable to the order of the
Company, in [[New York] Clearing House] [immediately available] funds]

    [By wire transfer to a bank account  specified by the Company in [next day]
[immediately available] funds]

Indenture:

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

Time of Delivery:

Closing Location for Delivery of Purchased Securities:

Maturity:

Interest Rate:


    [  %]

Interest Payment Dates:

    [months and dates]

Documents to be Delivered:

    The following documents referred to in the Distribution Agreement shall be
delivered as a condition to the Closing:

    [(1)  The opinion or  opinions  of counsel  to the  Agents  referred  to in
Section 4(h).]

    [(2)  The opinion of counsel to the Company referred to in Section 4(i).]

    [(3)  The accountants' letter referred to in Section 4(j).]

    [(4)  The officers' certificate referred to in Section 4(k).]

Other Provisions (including Syndicate Provisions, if applicable):




                                                                       ANNEX II




                          Corning Incorporated

                       Administrative Procedure

    This Administrative Procedure relates to the Securities defined in the
Amended and Restated Distribution Agreement, dated March 23, 1995 (the
"Distribution Agreement"), between Corning Incorporated (the "Company") and
Goldman, Sachs & Co., Lazard, Freres & Co. and Citicorp Securities, Inc.
(together, the "Agents"), to which this Administrative Procedure is attached as
Annex II. Defined terms used herein and not defined herein shall have the
meanings given such terms in the Distribution Agreement, the Prospectus as
amended or supplemented or the Indenture.

    The procedures to be followed with respect to the settlement of sales of
Securities directly by the Company to purchasers solicited by an Agent, as
agent, are set forth below. The terms and settlement details related to a
purchase of Securities by an Agent, as principal, from the Company will be set
forth in a Terms Agreement pursuant to the Distribution Agreement, unless the
Company and such Agent otherwise agree as provided in Section 2(b) of the
Distribution Agreement, in which case the procedures to be followed in respect
of the settlement of such sale will be as set forth below. An Agent, in relation
to a purchase of a Security by a purchaser solicited by such Agent, is referred
to herein as the "Selling Agent" and, in relation to a purchase of a Security by
such Agent as principal other than pursuant to a Terms Agreement, as the
"Purchasing Agent".

    The Company will advise each Agent in writing of those persons with whom
such Agent is to communicate regarding offers to purchase Securities and the
related settlement details.

    Each Security will be issued only in fully registered form and will be
represented by either a global security (a "Global Security") delivered to the
Trustee, as agent for The Depository Trust Company (the "Depositary") and
recorded in the book-entry system maintained by the Depositary (a "Book-Entry
Security") or a certificate issued in definitive form (a "Certificated
Security") delivered to a person designated by an Agent, as set forth in the
applicable Pricing Supplement. An owner of a Book-Entry Security will not be
entitled to receive a certificate representing such a Security, except as
provided in the Indenture.

    Book-Entry Securities will be issued in accordance with the Administrative
Procedure set forth in Part I hereof, and Certificated Securities will be issued
in accordance with the Administrative Procedure set forth in Part II hereof.

PART I:  ADMINISTRATIVE PROCEDURE FOR BOOK-ENTRY SECURITIES

    In connection with the qualification of the Book-Entry Securities for
eligibility in the book-entry system maintained by the Depositary, the Trustee
will perform the custodial, document control and administrative functions
described below, in accordance with its respective obligations under a Letter of
Representation from the Company and the Trustee to the Depositary, dated the
date hereof, and a Medium-Term Note Certificate Agreement between the Trustee
and the Depositary (the "Certificate Agreement"), and its obligations as a
participant in the Depositary, including the Depositary's Same-Day Funds
Settlement System ("SDFS").

Posting Rates by the Company:

    The Company and the Agents will discuss from time to time the rates of
interest per annum to be borne by and the maturity of Book-Entry Securities that
may be sold as a result of the solicitation of offers by an Agent. The Company
may establish a fixed set of interest rates and maturities for an offering
period ("posting"). If the Company decides to change already posted rates, it
will promptly advise the Agents to suspend solicitation of offers until the new
posted rates have been established with the Agents.

Acceptance of Offers by the Company:

    Each Agent will promptly advise the Company by telephone or other
appropriate means of all reasonable offers to purchase Book-Entry Securities,
other than those rejected by such Agent. Each Agent may, in its discretion
reasonably exercised, reject any offer received by it in whole or in part. Each
Agent also may make offers to the Company to purchase Book-Entry Securities as a
Purchasing Agent. The Company will have the sole right to accept offers to
purchase Book-Entry Securities and may reject any such offer in whole or in
part.

    The Company will promptly notify the Agent or Purchasing Agent, as the case
may be, of its acceptance or rejection of an offer to purchase Book-Entry
Securities. If the Company accepts an offer to purchase Book-Entry Securities,
it will confirm such acceptance in writing to the Selling Agent or Purchasing
Agent, as the case may be, and the Trustee.

Communication of Sale Information to the Company by Agent and Settlement 
Procedures:

    A. After the acceptance of an offer by the Company, the Selling Agent or
Purchasing Agent, as the case may be, will communicate promptly, but in no event
later than the time set forth under "Settlement Procedure Timetable" below, the
following details of the terms of such offer (the "Sale Information") to the
Company by telephone (confirmed in writing) or by facsimile transmission or
other acceptable written means:

           (1)    Principal Amount of Book-Entry Securities to be purchased;

           (2)    If a Fixed Rate Book-Entry Security, the interest rate and
                  initial interest payment date;

           (3)    Trade Date;

           (4)    Settlement Date;

           (5)    Maturity Date;

           (6)    Specified Currency and, if the Specified Currency is other
                  than U.S. dollars, the applicable Exchange Rate for such
                  Specified Currency;

           (7)    Indexed Currency, the Base Rate and the Exchange Rate
                  Determination Date, if applicable;

           (8)    Issue Price;

           (9)    Selling Agent's commission or Purchasing Agent's discount, as
                  the case may be;

           (10)   Net Proceeds to the Company;

           (11)   If a redeemable Book-Entry Security, such of the following as
                  are applicable:

                   (i)    Redemption Commencement Date,

                  (ii)    Initial Redemption Price (% of par), and

                 (iii)    Amount (% of par) that the Redemption Price shall
                          decline (but not below par) on each anniversary of the
                          Redemption Commencement Date;

           (12)   If a Floating Rate Book-Entry Security, such of the following
                  as are applicable:

                   (i)    Interest Rate Basis,

                  (ii)    Index Maturity,

                 (iii)    Spread or Spread Multiplier,

                  (iv)    Maximum Rate,

                   (v)    Minimum Rate,

                  (vi)    Initial Interest Rate,

                 (vii)    Interest Reset Dates,

                (viii)    Calculation Dates,

                  (ix)    Interest Determination Dates,

                   (x)    Interest Payment Dates,

                  (xi)    Regular Record Dates, and

                 (xii)    Calculation Agent;

           (13)   Name, address and taxpayer identification number of the
                  registered owner(s);

           (14)   Denomination of certificates to be delivered at settlement;

           (15)   Book-Entry Security or Certificated Security; and

           (16)   Selling Agent or Purchasing Agent.

    B. After receiving the Sale Information from the Selling Agent or Purchasing
Agent, as the case may be, the Company will communicate such Sale Information to
the Trustee by facsimile transmission or other acceptable written means. The
Trustee will assign a CUSIP number to the Global Security from a list of CUSIP
numbers previously delivered to the Trustee by the Company representing such
Book-Entry Security and then advise the Company and the Selling Agent or
Purchasing Agent, as the case may be, of such CUSIP number.

    C. The Trustee will enter a pending deposit message through the Depositary's
Participant Terminal System, providing the following settlement information to
the Depositary, and the Depositary shall forward such information to such Agent
and Standard & Poor's Rating Group:

           (1)    The applicable Sale Information;

           (2)    CUSIP number of the Global Security representing such
                  Book-Entry Security;

           (3)    Whether such Global Security will represent any other
                  Book-Entry Security (to the extent known at such time);

           (4)    Number of the participant account maintained by the Depositary
                  on behalf of the Selling Agent or Purchasing Agent, as the
                  case may be;

           (5)    The interest payment period; and

           (6)    Initial Interest Payment Date for such Book-Entry Security,
                  number of days by which such date succeeds the record date for
                  the Depositary's purposes (or, in the case of Floating Rate
                  Securities which reset daily or weekly, the date five calendar
                  days immediately preceding the applicable Interest Payment
                  Date and, in the case of all other Book-Entry Securities, the
                  Regular Record Date, as defined in the Security) and, if
                  calculable at that time, the amount of interest payable on
                  such Interest Payment Date.

    D. The Trustee will complete and authenticate the Global Security
previously delivered by the Company representing such Book-Entry Security.

    E.  The Depositary will credit such Book-Entry Security to the 
Trustee's participant account at the Depositary.

    F. The Trustee will enter an SDFS deliver order through the Depositary's
Participant Terminal System instructing the Depositary to (i) debit such
Book-Entry Security to the Trustee's participant account and credit such
Book-Entry Security to such Agent's participant account and (ii) debit such
Agent's settlement account and credit the Trustee's settlement account for an
amount equal to the price of such Book-Entry Security less such Agent's
commission. The entry of such a deliver order shall constitute a representation
and warranty by the Trustee to the Depositary that (a) the Global Security
representing such Book-Entry Security has been issued and authenticated and (b)
the Trustee is holding such Global Security pursuant to the Certificate
Agreement.

    G. Such Agent will enter an SDFS deliver order through the Depositary's
Participant Terminal System instructing the Depositary (i) to debit such
Book-Entry Security to such Agent's participant account and credit such
Book-Entry Security to the participant accounts of the participants with respect
to such Book-Entry Security and (ii) to debit the settlement accounts of such
participants and credit the settlement account of such Agent for an amount equal
to the price of such Book-Entry Security.

    H. Transfers of funds in accordance with SDFS deliver orders described in
Settlement Procedures "F" and "G" will be settled in accordance with SDFS
operating procedures in effect on the settlement date.

    I. Upon confirmation of receipt of funds, the Trustee will transfer to the
account of the Company maintained at Morgan Guaranty Trust Company of New York
(Account No. 01367293 - ABA No. 021000238), New York, New York, or such other
account as the Company may have previously specified to the Trustee, in funds
available for immediate use in the amount transferred to the Trustee in
accordance with Settlement Procedure "F".

    J. Upon request, the Trustee will send to the Company a statement setting
forth the principal amount of Book-Entry Securities outstanding as of that date
under the Indenture.

    K. Such Agent will confirm the purchase of such Book-Entry Security to the
purchaser either by transmitting to the participants with respect to such
Book-Entry Security a confirmation order or orders through the Depositary's
institutional delivery system or by mailing a written confirmation to such
purchaser.

    L. The Depositary will, at any time, upon request of the Company or the
Trustee, promptly furnish to the Company or the Trustee a list of the names and
addresses of the participants for whom the Depositary has credited Book-Entry
Securities.

Preparation of Pricing Supplement:

    If the Company accepts an offer to purchase a Book-Entry Security, it will
prepare a Pricing Supplement reflecting the terms of such Book-Entry Security
and arrange to have delivered to the Selling Agent or Purchasing Agent, as the
case may be, at least ten copies of such Pricing Supplement, not later than 5:00
p.m., New York City time, on the Business Day following the Trade Date (as
defined below), or if the Company and the purchaser agree to settlement on the
Business Day following the date of acceptance of such offer, not later than
noon, New York City time, on such date. The Company will arrange to have ten
Pricing Supplements filed with the Commission not later than the close of
business of the Commission on the fifth Business Day following the date on which
such Pricing Supplement is first used.

Delivery of Confirmation and Prospectus to Purchaser by Selling Agent:

    The Selling Agent will deliver to the purchaser of a Book-Entry Security a
written confirmation of the sale and delivery and payment instructions. In
addition, the Selling Agent will deliver to such purchaser or its agent the
Prospectus as amended or supplemented (including the Pricing Supplement) in
relation to such Book-Entry Security prior to or together with the earlier of
the delivery to such purchaser or its agent of (a) the confirmation of sale or
(b) the Book-Entry Security.

Date of Settlement:

    The receipt by the Company of immediately available funds in payment for a
Book-Entry Security and the authentication and issuance of the Global Security
representing such Book-Entry Security shall constitute "settlement" with respect
to such Book-Entry Security. All orders of Book-Entry Securities
solicited by a Selling Agent or made by a Purchasing Agent and accepted by the
Company on a particular date (the "Trade Date") will be settled on a date (the
"Settlement Date") which is the fifth Business Day after the Trade Date pursuant
to the "Settlement Procedure Timetable" set forth below, unless the Company and
the purchaser agree to settlement on another Business Day which shall be no
earlier than the next Business Day after the Trade Date.

Settlement Procedure Timetable:

    For orders of Book-Entry Securities solicited by a Selling Agent and
accepted by the Company for settlement on the fifth Business Day after the Trade
Date, Settlement Procedures "A" through "I" set forth above shall be completed
as soon as possible but not later than the respective times (New York City time)
set forth below:



Settlement
Procedure                       Time
                          

A          5:00 p.m.            on the Business Day following the Trade Date or 10:00 a.m. on the
                                Business Day prior to the Settlement Date, whichever is earlier
B          12:00 noon           on the second Business Day immediately preceding the Settlement Date
C          2:00 p.m.            on the second Business Day immediately preceding the Settlement Date
D          9:00 a.m.            on the Settlement Date
E          10:00 a.m.           on the Settlement Date
F-G        2:00 p.m.            on the Settlement Date
H          4:45 p.m.            on the Settlement Date
I          5:00 p.m.            on the Settlement Date



    If the initial interest rate for a Floating Rate Book-Entry Security has not
been determined at the time that Settlement Procedure "A" is completed,
Settlement Procedures "B" and "C" shall be completed as soon as such rate has
been determined but no later than 2:00 p.m. on the second Business Day
immediately preceding the Settlement Date. Settlement Procedure "H" is subject
to extension in accordance with any extension of Fedwire closing deadlines and
in the other events specified in the SDFS operating procedures in effect on the
Settlement Date.

    If settlement of a Book-Entry Security is rescheduled or canceled, the
Trustee, upon obtaining knowledge thereof, will deliver to the Depositary,
through the Depositary's Participant Terminal System, a cancellation message to
such effect by no later than 2:00 p.m. on the Business Day immediately preceding
the scheduled Settlement Date.

Failure to Settle:

    If the Trustee fails to enter an SDFS deliver order with respect to a
Book-Entry Security pursuant to Settlement Procedure "F", the Trustee may
deliver to the Depositary, through the Depositary's Participant Terminal System,
as soon as practicable a withdrawal message instructing the Depositary to debit
such Book-Entry Security to the Trustee's participant account, provided that the
Trustee's participant account contains a principal amount of the Global Security
representing such Book-Entry Security that is at least equal to the principal
amount to be debited. If a withdrawal message is processed with respect to all
the Book-Entry Securities represented by a Global Security, the Trustee will
mark such Global Security "canceled", make appropriate entries in the Trustee's
records and send such canceled Global Security to the Company. The CUSIP number
assigned to such Global Security shall, in accordance with CUSIP Service Bureau
procedures, be canceled and not immediately reassigned. If a withdrawal message
is processed with respect to one or more, but not all, of the Book-Entry
Securities represented by a Global Security, the Trustee will exchange such
Global Security for two Global Securities, one of which shall represent such
Book-Entry Security or Securities and shall be canceled immediately after
issuance and the other of which shall represent the remaining Book-Entry
Securities previously represented by the surrendered Global Security and shall
bear the CUSIP number of the surrendered Global Security.

    If the purchase price for any Book-Entry Security is not timely paid to the
participants with respect to such Book-Entry Security by the beneficial
purchaser thereof (or a person, including an indirect participant in the
Depositary, acting on behalf of such purchaser), such participants and, in turn,
the Agent for such Book-Entry Security may enter deliver orders through the
Depositary's Participant Terminal System debiting such Book-Entry Security to
such participant's account and crediting such Book-Entry Security to such
Agent's account and then debiting such Book-Entry Security to such Agent's
participant account and crediting such Book-Entry Security to the Trustee's
participant account and shall notify the Company and the Trustee thereof.
Thereafter, the Trustee will (i) immediately notify the Company of such order
and the Company shall transfer to such Agent funds available for immediate use
in an amount equal to the price of such Book-Entry Security which was credited
to the account of the Company maintained at the Trustee in accordance with
Settlement Procedure I, and (ii) deliver the withdrawal message and take the
related actions described in the preceding paragraph. If such failure shall have
occurred for any reason other than default by the applicable Agent to perform
its obligations hereunder or under the Distribution Agreement, the Company will
reimburse such Agent on an equitable basis for the loss of its use of funds
during the period when the funds were credited to the account of the Company.

    Notwithstanding the foregoing, upon any failure to settle with respect to a
Book-Entry Security, the Depositary may take any actions in accordance with its
SDFS operating procedures then in effect. In the event of a failure to settle
with respect to one or more, but not all, of the Book-Entry Securities to have
been represented by a Global Security, the Trustee will provide, in accordance
with Settlement Procedure "D", for the authentication and issuance of a Global
Security representing the other Book-Entry Securities to have been represented
by such Global Security and will make appropriate entries in its records. The
Company will, from time to time, furnish the Trustee with a sufficient quantity
of Securities.

PART II:  ADMINISTRATIVE PROCEDURE FOR CERTIFICATED SECURITIES

Posting Rates by Company:

    The Company and the Agents will discuss from time to time the rates of
interest per annum to be borne by and the maturity of Certificated Securities
that may be sold as a result of the solicitation of offers by an Agent. The
Company may establish a fixed set of interest rates and maturities for an
offering period ("posting"). If the Company decides to change already posted
rates, it will promptly advise the Agents to suspend solicitation of offers
until the new posted rates have been established with the Agents.

Acceptance of Offers by Company:

    Each Agent will promptly advise the Company by telephone or other
appropriate means of all reasonable offers to purchase Certificated Securities,
other than those rejected by such Agent. Each Agent may, in its discretion
reasonably exercised, reject any offer received by it in whole or in part. Each
Agent also may make offers to the Company to purchase Certificated Securities as
a Purchasing Agent. The Company will have the sole right to accept offers to
purchase Certificated Securities and may reject any such offer in whole or in
part.

    The Company will promptly notify the Selling Agent or Purchasing Agent, as
the case may be, of its acceptance or rejection of an offer to purchase
Certificated Securities. If the Company accepts an offer to purchase
Certificated Securities, it will confirm such acceptance in writing to the
Selling Agent or Purchasing Agent, as the case may be, and the Trustee.

Communication of Sale Information to Company by Agent:

    After the acceptance of an offer by the Company, the Selling Agent or
Purchasing Agent, as the case may be, will communicate the following details of
the terms of such offer (the "Sale Information") to the Company by telephone
(confirmed in writing) or by facsimile transmission or other acceptable written
means:

           (1)    Principal Amount of Certificated Securities to be purchased;

           (2)    If a Fixed Rate Certificated Security, the interest rate and 
                  initial interest payment date;

           (3)    Trade Date;

           (4)    Settlement Date;

           (5)    Maturity Date;

           (6)    Specified Currency and, if the Specified Currency is other
                  than U.S. dollars, the applicable Exchange Rate for such
                  Specified Currency;

           (7)    Indexed Currency, the Base Rate and the Exchange Rate
                  Determination Date, if applicable;

           (8)    Issue Price;


           (9)    Selling Agent's commission or Purchasing Agent's discount, as
                  the case may be;

           (10)   Net Proceeds to the Company;

           (11)   If a redeemable Certificated Security, such of the following
                  as are applicable:

                   (i)    Redemption Commencement Date,

                  (ii)    Initial Redemption Price (% of par), and

                 (iii)    Amount (% of par) that the Redemption Price shall
                          decline (but not below par) on each anniversary of the
                          Redemption Commencement Date;

            (12)   If a Floating Rate Certificated Security, such of the
                   following as are applicable:

                    (i)   Interest Rate Basis,

                   (ii)   Index Maturity,

                  (iii)   Spread or Spread Multiplier,

                   (iv)   Maximum Rate,

                    (v)   Minimum Rate,

                   (vi)   Initial Interest Rate,

                  (vii)   Interest Reset Dates,

                 (viii)   Calculation Dates,

                   (ix)   Interest Determination Dates,

                    (x)   Interest Payment Dates,

                   (xi)   Regular Record Dates, and

                  (xii)   Calculation Agent;

           (13)   Name, address and taxpayer identification number of the
                  registered owner(s);

           (14)   Denomination of certificates to be delivered at settlement;

           (15)   Book-Entry Security or Certificated Security; and

           (16)   Selling Agent or Purchasing Agent.

Preparation of Pricing Supplement by Company:

    If the Company accepts an offer to purchase a Certificated Security, it will
prepare a Pricing Supplement reflecting the terms of such Certificated Security
and arrange to have delivered to the Selling Agent or Purchasing Agent, as the
case may be, at least ten copies of such Pricing Supplement, not later than 5:00
p.m., New York City time, on the Business Day following the Trade Date, or if
the Company and the purchaser agree to settlement on the date of acceptance of
such offer, not later than noon, New York City time, on such date. The Company
will arrange to have ten Pricing Supplements filed with the Commission not later
than the close of business of the Commission on the fifth Business Day following
the date on which such Pricing Supplement is first used.

Delivery of Confirmation and Prospectus to Purchaser by Selling Agent:

    The Selling Agent will deliver to the purchaser of a Certificated Security a
written confirmation of the sale and delivery and payment instructions. In
addition, the Selling Agent will deliver to such purchaser or its agent the
Prospectus as amended or supplemented (including the Pricing Supplement) in
relation to such Certificated Security prior to or together with the earlier of
the delivery to such purchaser or its agent of (a) the confirmation of sale or
(b) the Certificated Security.

Date of Settlement:

    All offers of Certificated Securities solicited by a Selling Agent or made
by a Purchasing Agent and accepted by the Company will be settled on a date (the
"Settlement Date") which is the fifth Business Day after the date of acceptance
of such offer, unless the Company and the purchaser agree to settlement (a) on
another Business Day after the acceptance of such offer or (b) with respect to
an offer accepted by the Company prior to 10:00 a.m., New York City time, on the
date of such acceptance.

Instruction from Company to Trustee for Preparation of Certificated Securities:

    After receiving the Sale Information from the Selling Agent or Purchasing
Agent, as the case may be, the Company will communicate such Sale Information to
the Trustee by telephone (confirmed in writing) or by facsimile transmission or
other acceptable written means.

    The Company will instruct the Trustee by facsimile transmission or other
acceptable written means to authenticate and deliver the Certificated Securities
no later than 2:15 p.m., New York City time, on the Settlement Date. Such
instruction will be given by the Company prior to 3:00 p.m., New York City time,
on the Business Day immediately preceding the Settlement Date unless the
Settlement Date is the date of acceptance by the Company of the offer to
purchase Certificated Securities in which case such instruction will be given by
the Company by 11:00 a.m., New York City time.

Preparation and Delivery of Certificated Securities by Trustee and Receipt 
of Payment Therefor:

    The Trustee will prepare each Certificated Security and appropriate receipts
that will serve as the documentary control of the transaction.

    In the case of a sale of Certificated Securities to a purchaser solicited by
a Selling Agent, the Trustee will, by 2:15 p.m., New York City time, on the
Settlement Date, deliver the Certificated Securities to the Selling Agent for
the benefit of the purchaser of such Certificated Securities against delivery by
the Selling Agent of a receipt therefor. On the Settlement Date the Selling
Agent will deliver payment for such Certificated Securities in immediately
available funds to the Company in an amount equal to the issue price of the
Certificated Securities less the Selling Agent's commission; provided that the
Selling Agent reserves the right to withhold payment for which it has not
received funds from the purchaser. The Company shall not use any proceeds
advanced by a Selling Agent to acquire securities.

    In the case of a sale of Certificated Securities to a Purchasing Agent, the
Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver
the Certificated Securities to the Purchasing Agent against delivery of payment
for such Certificated Securities in immediately available funds to the Company
in an amount equal to the issue price of the Certificated Securities less the
Purchasing Agent's discount.

Failure of Purchaser to Pay Selling Agent:

    If a purchaser (other than a Purchasing Agent) fails to make payment to the
Selling Agent for a Certificated Security, the Selling Agent will promptly
notify the Trustee and the Company thereof by telephone (confirmed in writing)
or by facsimile transmission or other acceptable written means. The Selling
Agent will immediately return the Certificated Security to the Trustee.
Immediately upon receipt of such Certificated Security by the Trustee, the
Company will return to the Selling Agent an amount equal to the amount
previously paid to the Company in respect of such Certificated Security. The
Company will reimburse the Selling Agent on an equitable basis for its loss of
the use of funds during the period when they were credited to the account of the
Company.

    The Trustee will cancel the Certificated Security in respect of which the
failure occurred, make appropriate entries in its records and, unless otherwise
instructed by the Company, destroy the Certificated Security.



                                                                      ANNEX III






                                     Accountants' Letter

    Pursuant to Sections 4(j) and 6(d), as the case may be, of the Distribution
Agreement, the Company's independent certified public accountants shall furnish
letters 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 audited (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 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 Agents;

           (iii) They have made a review in accordance with standards
        established by the American Institute of Certified Public Accountants of
        the unaudited condensed statements of income, consolidated balance
        sheets and statements of cash flows included in the Prospectus and/or
        included in the Company's quarterly report on Form 10-Q incorporated by
        reference into the Prospectus as indicated in their reports thereon
        copies of which have been separately furnished to the Agents; 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 Exchange 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 Exchange 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 five such 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 included 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 and the related published rules and regulations,
           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 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 decreases in consolidated net current assets or
           stockholders' equity or other items specified by the Agents, or any
           increases in any items specified by the Agents, 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 revenues or operating profit or the total or per
           share amounts of consolidated net income or other items specified by
           the Agents, or any increases in any items specified by the Agents, in
           each case as compared with the comparable period of the preceding
           year and with any other period of corresponding length specified by
           the Agents, 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) and (vi) above, they have carried out
        certain specified procedures, not constituting an audit in accordance
        with generally accepted auditing standards, with respect to certain
        amounts, percentages and financial information specified by the Agents
        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 Agents or in
        documents incorporated by reference in the Prospectus specified by the
        Agents, 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 III to the Prospectus shall be deemed to refer
to the Prospectus (including the documents incorporated by reference therein) as
defined in the Distribution Agreement as of the Commencement Date referred to in
Section 6(d) thereof and to the Prospectus as amended or supplemented (including
the documents incorporated by reference therein) as of the date of the
amendment, supplement, incorporation or the Time of Delivery relating to the
Terms Agreement requiring the delivery of such letter under Section 4(j)
thereof.




                                                                        ANNEX IV






Pursuant to Sections 4(j) and 6(d), as the case may be, of the Distribution
Agreement, the independent certified public accountants of Moran Research Labs
shall furnish letters to the effect that:

        (i) They are independent certified public accountants with respect to
    Moran Research Labs ("Moran") 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 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;

        (iii) They have made a review in accordance with standards established
    by the American Institute of Certified Public Accountants of the unaudited
    consolidated statements of income, consolidated balance sheets and
    consolidated statements of cash flows included or incorporated by reference
    in the Prospectus as indicated in their reports thereon copies of which have
    been separately furnished to the Agents; 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 consolidated financial statements referred to in paragraph (iv)
    below comply as to form in all material respects with the applicable
    accounting requirements of the Act and the Exchange Act and the related
    published rules and regulations, nothing came to their attention that caused
    them to believe that the unaudited consolidated financial statements do not
    comply as to form in all material respects with the applicable accounting
    requirements of the Act and the Exchange Act and the related published rules
    and regulations;

        (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
    Moran and its subsidiaries, inspection of the minutes books of Moran and its
    subsidiaries since the date of the latest audited financial statements
    included or incorporated by reference in the Prospectus, inquiries of
    officials of Moran 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 the unaudited consolidated statements of income,
    consolidated balance sheets and consolidated statements of cash flows of
    Moran 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 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.

    All references in this Annex IV to the Prospectus shall be deemed to refer
to the Prospectus (including the documents incorporated by reference therein) as
defined in the Distribution Agreement as of the Commencement Date referred to in
Section 6(d) thereof and to the Prospectus as amended or supplemented (including
the documents incorporated by reference therein) as of the date of the
amendment, supplement, incorporation or the Time of Delivery relating to the
Terms Agreement requiring the delivery of such letter under Section 4(j)
thereof.

EX-4

                                                             Exhibit 4
     [INCLUDE LEGEND IF THIS IS A GLOBAL NOTE--- THIS NOTE IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED
TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY
PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY
BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OR TRANSFER OF, OR IN
EXCHANGE FOR OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL SECURITY SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.]

CUSIP NO.                                          PRINCIPAL AMOUNT:

REGISTERED NO.


                              CORNING INCORPORATED


                    SERIES A MEDIUM-TERM FLOATING RATE NOTE

                           Due From Nine Months to 30 Years From Date of Issue
                                                       
ORIGINAL ISSUE DATE:           INITIAL INTEREST RATE:        MATURITY DATE:

INTEREST RATE BASIS:           INDEX MATURITY:               SPECIFIED CURRENCY
                                                             (if other than
                                                                  U.S. dollars):

REDEEMABLE ON OR AFTER
(AT OPTION OF COMPANY):        SPREAD MULTIPLIER:            SPREAD:  +  -
                                                                          
MAXIMUM INTEREST RATE:         SPREAD MULTIPLIER:            INTEREST PAYMENT PERIOD:

EXCHANGE RATE AGENT:           INITIAL REDEMPTION            INTEREST RATE RESET
(Only applicable if              PERCENTAGE:                   PERIOD:
 Specified Currency
 is other than                                               INTEREST RESET
 U.S. Dollars)                                                 DATES:

CALCULATION AGENT:                                           DEPOSITARY:
                                                             Only applicable if this Note
                                                               is a Global Note)

INITIAL DATE ON WHICH THE NOTE IS REPAYABLE AT THE OPTION OF THE HOLDER:

INITIAL REPAYMENT PERCENTAGE:

ANNUAL REPAYMENT PERCENTAGE
REDUCTION:

INTEREST PAYMENT DATES:                                       ANNUAL REDEMPTION PERCENTAGE
                                                                      REDUCTION:

INTEREST CALCULATION DATES:                                   AUTHORIZED DENOMINATIONS:
                                                              (Only applicable if Specified
                                                               Currency is other than
INTEREST DETERMINATION DATES:                                  U.S. dollars)









     CORNING INCORPORATED, a corporation duly organized and existing under the
laws of the State of New York (herein called the "Company", which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ______________________________________, or
registered assigns, the principal sum of _______________________
_________________________________ (any coin or currency other than U.S. dollars
being hereinafter referred to as a "Specified Currency") at the office or agency
of the Company in the Borough of Manhattan, The City of New York, on the
maturity date shown above, or if such date is not a Business Day (as defined
herein), the next succeeding Business Day (the "Maturity Date"), in such coin or
currency specified above as at the time of payment shall be legal tender for the
payment of public and private debts, and to pay interest commencing with the
first Interest Payment Date specified above following the Original Issue Date
specified above or from and including the most recent Interest Payment Date to
which interest has been duly paid or provided for monthly, quarterly,
semi-annually or annually as specified above under "Interest Payment Period," on
the Interest Payment Dates specified above and at Maturity, on said principal
sum at said offices or agencies, in like coin or currency, at a rate per annum
equal to the Initial Interest Rate specified above until the first Interest
Reset Date specified above following the Original Issue Date specified above and
thereafter at a rate per annum determined in accordance with the provisions on
the reverse hereof under the heading "Determination of Interest Rate Per Annum
for Commercial Paper Rate Notes," "Determination of Interest Rate Per Annum for
Prime Rate Notes," "Determination of Interest Rate Per Annum for LIBOR Notes,"
"Determination of Interest Rate Per Annum for Treasury Rate Notes",
"Determination of Interest Rate Per Annum for CD Rate Notes" or "Determination
of Interest Rate Per Annum for Federal Funds Rate Notes", depending upon whether
the Interest Rate Basis is Commercial Paper Rate, Prime Rate, LIBOR, Treasury
Rate, CD Rate or Federal Funds Rate, as specified above; provided, however, that
if any Interest Payment Date specified above would otherwise fall on a day that
is not a Business Day, such Interest Payment Date will be the following day that
is a Business Day, except that in the event that the Interest Rate Basis for
this Note is LIBOR, if such day falls in the next calendar month, such Interest
Payment Date will be the next preceding day that is a Business Day; provided,
further, that the Company will make such payments in respect of non-U.S. dollar
denominated Notes in the Specified Currency indicated above in amounts
determined as set forth on the reverse hereof (provided that payments of
principal (and premium, if any) and interest on Notes denominated in other than
U.S. dollars will nevertheless be made in U.S. dollars (i) at the election of
the holder as provided herein and (ii) at the election of the Company in the
case of imposition of exchange controls or other circumstances beyond the
control of the Company as provided herein). Interest on this Note shall accrue
(a) if the rate at which interest on this Note is payable shall be adjusted
monthly, quarterly, semi-annually or annually, as specified above under
"Interest Rate Reset Period" and as determined in accordance with the provisions
on the reverse hereof, from the Interest Payment Date next preceding the date of
this Note to which interest has been paid, unless the date hereof is an Interest
Payment Date to which interest has been paid, in which case from the date of
this Note, or unless no interest has been paid on this Note, in which case from
the Original Issue Date specified above, until payment of said principal sum has
been made or duly provided for or (b) if the rate at which interest on this Note
is payable shall be adjusted weekly, as specified above under "Interest Rate
Reset Period" and as determined in accordance with the provisions on the reverse
hereof, from the Record Date (as defined herein) next preceding the date of this
Note through which interest has been paid, unless the date hereof is a Record
Date through which interest has been paid, in which case from the day after the
date of this Note, or unless no interest has been paid on this Note, in which
case from the Original Issue Date specified above, until payment of said
principal sum has been made or duly provided for; provided, however, that if the
Original Issue Date is after any Record Date preceding any Interest Payment Date
and before such Interest Payment Date, interest on this Note shall accrue from
such Interest Payment Date unless the rate at which interest on this Note is
payable shall be adjusted weekly, as provided above under "Interest Rate Reset
Period" and as determined in accordance with the provisions on the reverse
hereof, in which case interest on this Note shall accrue from such Record Date,
or, in either case, if no interest has been paid on this Note, from the Original
Issue Date specified above. Subject to certain exceptions provided in the
Indenture referred to on the reverse hereof, the interest so payable on any
Interest Payment Date will be paid to the Person in whose name this Note is
registered at the close of business on the Record Date next preceding such
Interest Payment Date, and interest payable at Maturity will be paid to the
Person to whom said principal sum is payable; provided, however, that the first
payment of interest on a Note originally issued between a Record Date and an
Interest Payment Date will be made on the Interest Payment Date following the
next succeeding Record Date to the registered owner on such next succeeding
Record Date. "Record Date" shall mean the fifteenth day prior to any Interest
Payment Date. "Business Day" shall mean each Monday, Tuesday, Wednesday,
Thursday or Friday which is (a) not a day on which banking institutions in the
City of New York are authorized or obligated by law or executive order to close,
(b) in the event that the Interest Rate Basis for this Note is LIBOR, a London
Business Day and (c) in the event that this Note is denominated in a Specified
Currency, not a day on which banking institutions are authorized or obligated by
law or executive order to close in the principal financial center of the country
issuing the Specified Currency (or, if this Note is denominated in European
Currency Units ("ECUs"), in Luxembourg, in which case "Business Day" shall not
include any day that a non-ECU clearing day as determined by the ECU Banking
Association and Paris). "London Business Day" shall mean any day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market.

     Payment of interest on this Note due on any Interest Payment Date (other
than interest on this Note due to the Holder hereof at Maturity) payable in U.S.
dollars will be made by check drawn upon a bank in The City of New York mailed
to the Person entitled thereto at his last address as it appears on the Security
Register or in immediately available funds by wire transfer to such account as
may have been appropriately designated by the Person entitled thereto as set
forth herein in time for the Paying Agent (as defined herein) to make such
payment in accordance with its normal procedures. Payment of the principal of,
and any premium and interest on this Note due to the Holder hereof at Maturity
payable in U.S. dollars will be made in immediately available funds upon
presentation of this Note at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, provided that
this Note is presented to the Paying Agent in time for the Paying Agent to make
such payment in such funds in accordance with its normal procedures.

    Payments of interest to be made in a Specified Currency (other than interest
on this Note due to the Holder hereof at Maturity) will be paid by wire transfer
of immediately available funds to a designated account maintained with a bank
located in the country issuing the Specified Currency (or, if in the case of a
Note denominated in ECU, to an ECU account) or other jurisdiction acceptable to
the Company and Trustee as shall have been designated at least five Business
Days prior to the Interest Payment Date by the Holder of this Note on the
relevant Record Date. Payment in a Specified Currency of the principal and any
premium and interest on this Note due to the Holder hereof at Maturity will be
made by wire transfer of immediately available funds to a designated account
maintained with a bank located in the country issuing the Specified Currency
(or, if in the case of a Note denominated in ECU, to an ECU account) or other
jurisdiction acceptable to the Company and Trustee as shall have been designated
at least five Business Days prior to Maturity by the Holder of this Note at
Maturity, provided that this Note is presented for surrender to the Paying Agent
in time for the Paying Agent to make such payment in such funds in accordance
with its normal procedures.

     Any such designation for wire transfer purposes shall be made by filing the
appropriate information with the Trustee at its Corporate Trust Office or agency
in the Borough of Manhattan, The City of New York and, unless revoked by written
notice to the Paying Agent received by the Paying Agent on or prior to the
Record Date immediately preceding the applicable Interest Payment Date or the
fifteenth day preceding Maturity shall remain in effect with respect to any
further payments with respect to this Note payable to such Holder.

    The Holder of any Note denominated in a Specified Currency may elect to
receive payments in U.S. dollars in lieu of such Specified Currency by
transmitting a written request for such payment to the principal offices of the
paying agent (the "Paying Agent") under the Indenture on or prior to the Record
Date immediately preceding any Interest Payment Date or at least fifteen
calendar days prior to Maturity. Such request may be in writing (mailed or hand
delivered) or by cable or telex or, if promptly confirmed in writing, by other
form of facsimile transmission. The Holder of any such Note may elect to receive
payment in U.S. dollars in lieu of such Specified Currency for all principal,
premium and interest payments and need not file a separate election for each
payment. Any such election will remain in effect until revoked by written notice
to the Paying Agent, but written notice of any such revocation must be received
by the Paying Agent on or prior to the Record Date immediately preceding the
applicable Interest Payment Date or the fifteenth calendar day preceding
Maturity.

     If a payment with respect to this Note cannot be made by wire transfer
because the required designation has not been received by the Trustee on or
before the requisite date or for any other reason, a notice will be mailed to
the Holder at its registered address requesting a designation pursuant to which
such wire transfer can be made and, upon the Trustee's receipt of such a
designation, such payment will be made within five Business Days of such
receipt. The Company will pay any administrative costs imposed by banks in
connection with making payments by wire transfer, but any tax, assessment or
governmental charge imposed upon payments will be borne by the Holder or Holders
of this Note in respect of which payments are made.

    Any interest on this Note which is payable, but not punctually paid or duly
provided for, on any Interest Payment Date will forthwith cease to be payable to
the Holder on such regular Record Date and such defaulted interest may either be
paid to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a special record date for the payment of
such interest to be fixed by the Company, notice whereof shall be given to the
Trustee by the Company and by the Trustee to the Holder of this Note not more
than 15 nor less than 10 days prior to the date of the proposed payment and not
less than 10 days after receipt by the Trustee of notice of the proposed
payment, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which this Note may be listed,
and upon such notice as may be required by such exchange, if such manner shall
be deemed practicable by the Trustee.

     If the principal of, and any premium or interest on this Note is payable in
a Specified Currency and such Specified Currency is not available due to the
imposition of exchange controls or other circumstances beyond the control of the
Company, the Company will be entitled to satisfy its obligations to the Holder
of this Note by making payment in U.S. dollars on the basis of the most recently
available exchange rate as specified by the Exchange Rate Agent as provided
herein.

    If any payment on this Note is required to be made in ECUs and the ECU is
not available on a payment date with respect to such Note due to the imposition
of exchange controls or other circumstances beyond the control of the Company or
the ECU is no longer used in the European Monetary System, the Company will be
entitled to satisfy its obligations to the Holder of this Note by making such
payment in U.S. dollars. The amount so payable on a payment date in ECU's shall
be converted in U.S. dollars at a rate determined by the Exchange Rate Agent as
of the second Business Day prior to the date on which such payment is due on the
following basis: the component currencies of the ECUs for this purpose (the
"Components") shall be the currency amounts which were components of the ECUs as
of the last day ECUs were used in the European Monetary System. The equivalent
of the ECU in U.S. dollars shall be calculated by aggregating the U.S. dollar
equivalents of the Components. The U.S. dollar equivalent of each of the
Components shall be determined by the Exchange Rate Agent, on the basis of the
most recently available noon buying rate in the City of New York for cable
transfers of the Components as certified for customs purposes by the Federal
Reserve Bank of New York.

    If the official unit of any component currency is altered by way of
combination or subdivision, the number of units of that currency as a Component
shall be divided or multiplied in the same proportion. If two or more component
currencies are consolidated into a single currency, the amounts of those
currencies as Components shall be replaced by an amount in such single currency
equal to the sum of the amounts of the consolidated component currencies
expressed in such single currency. If any component currency is divided into two
or more currencies, the amount of that currency as a Component shall be replaced
by amounts of such two or more currencies, each of which shall have a value on
the date of division equal to the amount of the former component currency
divided by the number of currencies into which that currency was divided.

     All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion (except to the extent expressly provided herein that
any determination is subject to approval by the Company) and, in the absence of
manifest error, shall be conclusive for all purposes and binding on Holders of
the Notes and the Company, and the Exchange Rate Agent shall have no liability
therefor.
 
     Any payment on this Note due on any day which is not a Business Day need
not be made on such day, but may be made on the next succeeding Business Day
with the same force and effect as if made on the due date and no interest shall
accrue for the period from and after such date.

     Additional provisions of this Note are contained on the reverse hereof and
such provisions shall for all purposes have the same effect as though fully set
forth at this place.

    This Note shall not be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by an authorized
officer of the Trustee or its duly authorized agent under the Indenture referred
to on the reverse hereof.

     IN WITNESS WHEREOF, CORNING INCORPORATED has caused this instrument to be
signed by its duly authorized officer, and has caused a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.

Dated:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION    Corning Incorporated
This Note is one of a designated series
of Debt Securities described in the
Indenture referred to on the reverse
hereof                                     By:


UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee,

                                           Attest:
  By:
          Authorized Officer                            Secretary


                                           [SEAL]


                              CORNING INCORPORATED

                    SERIES A MEDIUM-TERM FLOATING RATE NOTE

              Due From Nine Months to 30 Years From Date of Issue


     This Note is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness of the Company (hereinafter called the "Debt
Securities"), all issued or to be issued under and pursuant to an indenture
dated as of April 1, 1991, (hereinafter called the "Indenture"), duly executed
and delivered by the Company to United States Trust Company of New York, as
Trustee (hereinafter called the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, duties and immunities thereunder of the Trustee and the rights
thereunder of the Holders of the Debt Securities. As provided in the Indenture,
the Debt Securities may be issued in one or more series, which different series
may be issued in various aggregate principal amounts, may mature at different
times, may bear interest, if any, at different rates, may be subject to
different redemption provisions, if any, may be subject to different sinking,
purchase or analogous funds, if any, may be subject to different covenants and
events of default, and may otherwise vary as in the Indenture provided or
permitted. This Note is one of a series of the Debt Securities, which series is
limited in aggregate initial offering price of up to $500,000,000, designated as
the Series A Medium-Term Notes (the "Notes") of the Company. The Notes may
mature at different times, bear interest, if any, at different rates, be
redeemable at different times or not at all, be repayable at the option of the
Holder at different times or not at all, be extendible and be denominated in
different currencies.

     The interest rate in effect from the date of issue to the first Interest
Reset Date shall be the Initial Interest Rate specified on the face hereof.
Commencing with the first Interest Reset Date specified on the face hereof
following the Original Issue Date specified on the face hereof, the rate at
which interest on this Note is payable shall be adjusted weekly, monthly,
quarterly, semi-annually or annually as specified on the face hereof under
"Interest Rate Reset Period"; provided, however, that the interest rate in
effect hereon for the 10 calendar days immediately prior to the Maturity hereof
will be that in effect on the tenth day next preceding Maturity. Each such
adjusted rate shall be applicable from and including the Interest Reset Date to
which it relates to but not including the next succeeding Interest Reset Date or
until Maturity, as the case may be. Subject to applicable provisions of law and
except as specified herein, on each Interest Reset Date, the rate of interest on
this Note shall be the rate determined with respect to the Interest
Determination Date next preceding such Interest Reset Date in accordance with 
the provisions of the applicable heading below.

     Determination of Interest Rate Per Annum for Prime Rate Notes. If the
Interest Rate Basis specified on the face hereof is Prime Rate, the interest
rate per annum determined with respect to any Interest Determination Date
specified on the face hereof shall equal the rate, adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the face hereof,
and calculated to one hundred-thousandth of a percentage point, rounded up, set
forth for the relevant Prime Rate Interest Determination Date in "Statistical
Release H.15(519), Selected Interest Rates", published by the Board of Governors
of the Federal Reserve System under the heading "Bank Prime Loan", or any
successor publication of the Board of Governors of the Federal Reserve System
("Release H.15(519)"). In the event that such rate is not published prior to
9:00 A.M., New York City time, on the relevant Interest Calculation Date, then
the Prime Rate with respect to such Interest Reset Date will be the arithmetic
mean (adjusted or multiplied and calculated as described above) of the rates of
interest publicly announced by each bank that appears on the display designated
as page "NYMF" on the Reuters Monitor Money Rates Service (or such other page as
may replace the NYMF page on that service for the purpose of displaying prime
rates or base lending rates of major United States banks) ("Reuters Screen NYMF
Page") as such bank's prime rate or base lending rate as in effect for such
Prime Rate Interest Determination Date as quoted on the Reuters Screen NYMF Page
on such Prime Rate Interest Determination Date. If fewer than four such rates
appear on the Reuters Screen NYMF Page on such Prime Rate Interest Determination
Date, the Prime Rate with respect to such Interest Reset Date will be the
arithmetic mean (adjusted or multiplied and calculated as described above) of
the prime rates or base lending rates (quoted on the basis of the actual number
of days in the year divided by a 360-day year) as of the close of business on
such Prime Rate Interest Determination Date by three major banks in The City of
New York selected by the Calculation Agent; provided, however, that if fewer
than three banks selected as aforesaid by the Calculation Agent are quoted as
mentioned in this sentence, the Prime Rate with respect to such Interest Reset
Date will be the Prime Rate in effect on such Prime Rate Interest Determination
Date.
 
     Determination of Interest Rate Per Annum for LIBOR Notes. If the Interest
Rate Basis specified on the face hereof is LIBOR, the interest rate per annum
determined with respect to any Interest Determination Date specified on the face
hereof shall equal the arithmetic mean (as calculated by the Calculation Agent
specified on the face hereof to one hundred-thousandth of a percentage point,
rounded up) of offered rates for deposits of not less than U.S. $1,000,000
having the Index Maturity specified on the face hereof, commencing on the second
Business Day immediately following such LIBOR Interest Determination Date, which
appear on the Reuters Screen LIBO Page (as defined herein) as of 11:00 A.M.,
London time, on such Interest Determination Date, adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the face hereof;
provided, however, that if fewer than two such offered rates so appear on the
Reuters Screen LIBO Page, the Calculation Agent shall request the principal
London office of each of four major banks in the London interbank market
selected by the Calculation Agent to provide a quotation of the rate at which
such bank offered to prime banks in the London interbank market at approximately
11:00 A.M., London time, on such Interest Determination Date, deposits in U.S.
dollars having the Index Maturity specified on the face hereof, commencing on
the second Business Day immediately following such Interest Determination Date,
and in a principal amount not less than U.S. $1,000,000 and equal to an amount
that is representative for a single transaction in such market at such time, and
the interest rate per annum hereon shall equal the arithmetic mean (adjusted or
multiplied and calculated as described above) of (a) such quotations, if at
least two quotations are provided, or (b), if fewer than two such quotations are
provided, the rates quoted at approximately 11:00 A.M., New York City time on
such Interest Determination Date by three major banks in The City of New York
selected by the Calculation Agent for loans in U.S. dollars to leading European
banks having the Index Maturity specified on the face hereof, commencing on such
Interest Reset Date, and in a principal amount that is not less than U.S.
$1,000,000 and is representative for a single transaction in such market at such
time, in either case, adjusted or multiplied and calculated as described above;
provided, however, that if not all of the three banks selected by the
Calculation Agent pursuant to clause (b) above are quoting as described above,
the interest rate per annum hereon with respect to such Interest Determination
Date shall be the LIBOR in effect hereon on such Interest Determination Date.
"Reuters Screen LIBO Page" shall mean the display designated as page "LIBO" on
the Reuters Monitor Money Rates Service (or such other page as may replace the
LIBO page on that service for the purpose of displaying London interbank offered
rates of major banks).

     Determination of Interest Rate Per Annum for Treasury Rate Notes. If the
Interest Rate Basis specified on the face hereof is Treasury Rate, the interest
rate per annum determined with respect to any Interest Determination Date
specified on the face hereof shall equal the rate for the most recent auction of
direct obligations of the United States ("Treasury bills") having the Index
Maturity specified on the face hereof as published in Release H.15(519), under
the heading "U.S. Government Securities/Treasury bills/Auction Average
(Investment)" on such Interest Determination or, if not so published by 9:00
A.M., New York City time, on the Interest Calculation Date (as specified on the
face hereof) pertaining to such Interest Determination Date, the auction average
rate for the aforementioned auction for such Interest Determination Date
(expressed as a bond equivalent, calculated to one hundred-thousandth of a
percentage point, rounded up, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) for such auction as otherwise reported
by the United States Department of the Treasury, in either case, adjusted by the
addition or subtraction of the Spread, if any, specified on the face hereof, or
by multiplication by the Spread Multiplier, if any, specified on the face
hereof. In the event that the results of the auctions of Treasury bills are not
published or reported as provided above by 3:00 P.M., New York City time, on
such Interest Calculation Date or if no such auction is held in the week in
which the applicable Interest Determination Date occurs, then the interest rate
per annum with respect to such Interest Calculation Date shall be the rate set
forth in Release H.15(519) for the specified Index Maturity under the heading
"U.S. Government Securities/Treasury Bills/Secondary Markets", adjusted or
multiplied and calculated as described above. In the event such rate is not
published by 3:00 P.M., New York City time, on the relevant Interest Calculation
Date, then the interest rate per annum hereon shall be calculated by the
Calculation Agent and shall be the yield to maturity (expressed as a bond
equivalent, calculated to one hundred-thousandth of a percentage point, without
rounding, on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) of the arithmetic mean (adjusted or multiplied and calculated
as described above) of the secondary market bid rates, as of approximately 3:00
P.M., New York City time, on such Interest Determination Date, of three leading
primary United States government securities dealers in The City of New York
selected by the Calculation Agent for the issue of Treasury bills with a
remaining maturity closest to the Index Maturity specified on the face hereof,
adjusted or multiplied and calculated as described above; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting as described in this sentence, the interest rate per annum hereon with
respect to such Interest Determination Date shall be the Treasury Rate in effect
hereon on such Interest Determination Date.

     Determination of Interest Rate Per Annum for Commercial Paper Rate Notes.
If the Interest Rate Basis specified on the face hereof is Commercial Paper
Rate, the Interest Rate per annum determined with respect to any Interest
Determination Date specified on the face hereof shall equal (a) the Money Market
Yield (as defined herein) of the rate on such Interest Determination Date for
commercial paper having the Index Maturity specified on the face hereof, (i) as
such rate is published in Release H.15(519), under the heading "Commercial
Paper," or (ii) if such rate is not published on or prior to 9:00 A.M., New York
City time, on the Interest Calculation Date (as specified on the face hereof)
pertaining to such Interest Determination Date, as published by the Federal
Reserve Bank of New York in its daily statistical release, "Composite 3:30 P.M.
Quotations for U.S. Government Securities," or any successor publication of the
Federal Reserve Bank of New York ("Composite Quotations"), under the heading
"Commercial Paper," or (b) if by 3:00 P.M., New York City time, on such Interest
Calculation Date, such rate is not published in either of such publications, the
Money Market Yield of the arithmetic mean (calculated to one hundred-thousandth
of a percentage point, rounded up) of the offered rates, as of 11:00 A.M., New
York City time, on such Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper having the Index Maturity specified on the face hereof placed
for industrial issuers whose bond rating is "AA", or the equivalent, from a
nationally recognized rating agency, in each of the above cases adjusted by the
addition or subtraction of the Spread, if any, specified on the face hereof, or
by multiplication by the Spread Multiplier, if any, specified on the face
hereof; provided, however, that if fewer than three such dealers are quoting as
described above, the interest rate per annum hereon with respect to such
Interest Determination Date shall be the Commercial Paper Rate in effect hereon
on such Interest Determination Date.

     "Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:

         Money Market Yield = 100 x 360 x D 360 - (D x M)

where "D" refers to the per annum rate for commercial paper, quoted on a bank
discount basis and expressed as a decimal calculated to seven decimal places,
without rounding; and "M" refers to the actual number of days in the period from
the Interest Reset Date to but excluding the day that numerically corresponds to
such Interest Reset Date (or if there is not any such numerically corresponding
day, the last day) in the calendar month that is the number of months
corresponding to the specified Index Maturity after the month in which such
Interest Reset Date falls.

     Determination of Interest Rate Per Annum for CD Rate Notes. If the Interest
Rate Basis specified on the face hereof is CD Rate, the Interest Rate per annum
determined with respect to any Interest Determination Date specified on the face
hereof shall equal the rate, adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof, or by multiplication by the Spread
Multiplier, if any, specified on the face hereof and calculated to one
hundred-thousandth of a percentage point, rounded up, for the relevant CD
Interest Determination Date for negotiable certificates of deposit having the
specified Index Maturity as published in Release H.15(519) under the heading
"CDs (Secondary Market)," in the event that such rate is not published prior to
9:00 A.M., New York City time, on the relevant Interest Calculation Date, then
the CD Rate with respect to such Interest Reset Date shall be the rate (adjusted
or multiplied and calculated as described above) on such CD Rate Interest
Determination Date for negotiable certificates of deposit having the specified
Index Maturity as published in Composite Quotations under the heading
"Certificates of Deposit;" if by 3:00 P.M., New York City time, on such Interest
Calculation Date such rate is not published in either Release H.15(519) or
Composite Quotations, the CD Rate with respect to such Interest Reset
Date shall be calculated by the Calculation Agent and shall be the arithmetic
mean (adjusted or multiplied and calculated as described above) of the secondary
market offered rates, as of 10:00 A.M., New York City time, on such CD Rate
Interest Determination Date, of three leading nonbank dealers of negotiable U.S.
dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major United States
money market banks with a remaining maturity closest to the specified Index
Maturity in a denomination of U.S. $5,000,000; provided, however, that, if fewer
than three dealers selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the CD Rate with respect to such Interest Reset Date
will be the CD Rate in effect on such CD Rate Interest Determination Date.
 
     Determination of Interest Rate Per Annum for Federal Funds Rate Notes. If
the Interest Rate Basis specified on the face hereof is Federal Funds Rate, the
Interest Rate per annum determined with respect to any Interest Determination
Date specified on the face hereof shall equal the rate, adjusted by the addition
or subtraction of the Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the face hereof
and calculated to one hundred-thousandth of a percentage point, rounded up, on
the relevant Federal Funds Interest Determination Date for Federal Funds as
published in Release H.15(519) under the heading "Federal Funds (Effective)." In
the event that such rate is not published prior to 9:00 A.M., New York City
time, on the relevant Calculation Date, then the Federal Funds Rate with respect
to such Interest Reset Date will be the rate (adjusted or multiplied and
calculated as described above) on such Federal Funds Interest Determination Date
as published in Composite Quotations under the heading "Federal Funds/Effective
Rate." If by 3:00 P.M., New York City time, on such Interest Calculation Date
such rate is not published in either Release H.15(519) or Composite Quotations,
the Federal Funds Rate with respect to such Interest Reset Date shall be
calculated by the Calculation Agent and shall be the arithmetic mean (adjusted
or multiplied and calculated as described above) of the rates, as of 9:00 A.M.,
New York City time, on such Federal Funds Interest Determination Date, for the
last transaction in overnight Federal Funds arranged by three leading brokers of
Federal Funds transactions in The City of New York selected by the Calculation
Agent; provided, however, that if fewer than three brokers selected as aforesaid
by the Calculation Agent are quoting as mentioned in this sentence, the Federal
Funds Rate with respect to such Interest Reset Date will be the Federal Funds
Rate in effect on such Federal Funds Interest Determination Date.
     Unless otherwise specified on the face hereof, Interest Calculation Date
means the tenth day after the applicable Interest Determination Date or, if not
a Business Day, the immediately succeeding Business Day.

     Unless otherwise specified on the face hereof, Interest Reset Date means,
if Interest Rate Basis specified on the face hereof is not Treasury Rate and the
Interest Rate Reset Period specified on the face hereof is weekly, the Wednesday
of each week; if the Interest Rate Basis specified on the face hereof is
Treasury Rate and the Interest Rate Reset Period specified on the face hereof is
weekly, the Tuesday of each week; if the Interest Rate Reset Period specified on
the face hereof is monthly, the third Wednesday of each month; if the Interest
Rate Reset Period specified on the face hereof is quarterly, the third Wednesday
of March, June, September and December; if the Interest Rate Reset Period
specified on the face hereof is semi-annually, the third Wednesday of two months
of each year as specified on the face hereof; and if the Interest Rate Reset
Period specified on the face hereof is annually, the third Wednesday of one
month of each year as specified on the face hereof. If any Interest Reset Date
would otherwise be a day that is not a Business Day, such Interest Reset Date
shall be postponed to the next day that is a Business Day, except that if the
Interest Rate Basis specified on the face hereof is LIBOR and if such Business
Day falls in the next succeeding calendar month, such Interest Reset Date shall
be the immediately preceding Business Day.

     If the Interest Rate Basis specified on the face hereof is Prime Rate,
LIBOR, Commercial Paper Rate, CD Rate or Federal Funds Rate, the Interest
Determination Date pertaining to an Interest Reset Date is the second Business
Day immediately preceding such Interest Reset Date. If the Interest Rate Basis
specified on the face hereof is Treasury Rate, the Interest Determination Date
pertaining to an Interest Reset Date for this Note will be the day of the week
in which such Interest Reset Date falls on which Treasury bills would normally
be auctioned. If, as the result of a legal holiday, an auction is held on the
preceding Friday, such Friday shall be the Interest Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding week. If
such auction date falls on any Interest Reset Date, then such Interest Reset
Date shall instead be the first Business Day immediately following such auction
date.
 
     Except as otherwise provided herein, all percentages resulting from any
calculation with respect to a Note will be rounded upwards, if necessary, to the
nearest one-hundred thousandth of a percentage point (e.g., 9.876541% (or
.09876541) being rounded to 9.87655% (or .0987655)), and all U.S. dollar amounts
will be rounded to the nearest cent (with one-half cent or more being rounded
upwards).

     Notwithstanding the foregoing, the interest rate per annum hereon shall not
be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or before
each Interest Calculation Date. The Calculation Agent's determination of any
interest rate will be final and binding on the Company and the Holder of this
Note in the absence of manifest error.

     The interest rate on this Note will in no event be higher than the maximum
rate permitted by New York law as the same may be modified by United States law
of general application.

     At the request of the Holder hereof, the Calculation Agent will provide to
the Holder hereof the interest rate hereon then in effect and, if different, the
interest rate which will become effective as a result of a determination made on
the most recent Interest Determination Date with respect to this Note.

     Interest payments hereon will include interest accrued to but excluding the
applicable Interest Payment Date; provided, however, that if the rate at which
interest on this Note is payable shall be adjusted weekly as specified on the
face hereof under "Interest Rate Reset Period" and as determined in accordance
with the provisions hereof, interest payable on any Interest Payment Date, other
than interest payable on any date on which principal hereof is payable, will
include interest accrued to and including the Record Date next preceding such
Interest Payment Date. Accrued Interest hereon from the Original Issue Date or
from the last date to which interest hereon has been paid, as the case may be,
shall be an amount calculated by multiplying the face amount hereof by an
accrued interest factor. Such accrued interest factor shall be computed by
adding the interest factors calculated for each day from the Original Issue Date
or from the last date to which interest shall have been paid or duly provided
for, as the case may be, up to but not including the date for which accrued
interest is being calculated. The interest factor (expressed as a decimal
calculated to seven decimal places, without rounding) for each such day shall be
computed by dividing the interest rate per annum (expressed as a decimal
calculated to seven decimal places, without rounding) applicable to such day by
360 if the Interest Rate Basis specified on the face hereof is Prime Rate,
LIBOR, Commercial Paper Rate, CD Rate or Federal Funds Rate or by the actual
number of days in the year if the Interest Rate Basis specified on the face
hereof is Treasury Rate.

     If this Note is denominated in a Specified Currency, any U.S. dollar amount
to be received by a Holder of this Note who, in accordance with the provisions
of this Note, elects to receive payments in U.S. dollars, will receive payments
of principal, premium and interest in U.S. dollars delivered with reference to
the highest bid quotation (rounded up to the nearest cent) in The City of New
York received by the Exchange Rate Agent as of 11:00 A.M., New York City time,
on the second Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of which may be the Exchange Rate
Agent) selected by the Exchange Rate Agent for the purchase by the quoting
dealer of the Specified Currency for U.S. dollars for settlement on such payment
date, in an amount equal to the aggregate amount of the Specified Currency
payable to all Holders of Notes electing to receive U.S. dollar payments on such
payment date and at which the applicable dealer commits to execute a contract.
If three such bid quotations are not available, payments will be made in the
Specified Currency. All currency exchange costs associated with any payments in
U.S. dollars will be borne by the Holder of the Note by deductions from such
payments.

     If the principal and any premium or interest on this Note is payable in a
Specified Currency and, due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Specified Currency is not
available at the time of any scheduled payment of principal, premium or interest
to be made in the Specified Currency, then the Company shall be entitled to
satisfy its obligations hereunder by making such payment in U.S. dollars. Any
such payment made in U.S. dollars pursuant to the preceding sentence shall be
made on the basis of the most recently available noon buying rate in The City of
New York for cable transfers of the Specified Currency as certified for customs
purposes by the Federal Reserve Bank of New York. Any payment under such
circumstances in U.S. dollars where required payment is in a Specified Currency
will not constitute a default under the Indenture.

     In case an Event of Default, as defined in the Indenture, with respect to
the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.

     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 Debt 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 Debt Securities at the time Outstanding (as defined in the Indenture) of
each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Debt Securities
of each series at the time Outstanding, on behalf of the Holders of all Debt
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 or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note 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 Note.

     If so provided on the face of this Note, this Note may be redeemed by the
Company on and after the date so indicated on the face hereof. On and after the
date, if any, from which this Note may be redeemed, this Note may be redeemed in
whole or in part, at the option of the Company at a redemption price equal to
the product of the principal amount of this Note to be redeemed multiplied by
the Redemption Percentage. The Redemption Percentage shall initially equal the
Initial Redemption Percentage specified on the face of this Note, and shall
decline at each anniversary of the initial date that this Note is redeemable by
the amount of the Annual Redemption Percentage Reduction specified on the face
of this Note, until the Redemption Percentage is equal to 100%.

     If so provided on the face of this Note, this Note will be repayable in
whole or in part in increments of $1,000 or, in the case of non-U.S. dollar
denominated Notes, of an amount equal to the integral multiples referred to on
the face hereof under "Authorized Denominations" (or, if no such reference is
made, an amount equal to the minimum Authorized Denomination) provided that the
remaining principal amount of any Note surrendered for partial repayment shall
be at least $100,000 or, in the case of non-U.S. dollar denominated Notes, the
minimum Authorized Denomination referred to on the face hereof, on any Business
Day on or after the "Initial Date on Which the Note is Repayable at the Option
of the Holder" (as stated on the face hereof), at the option of the Holder, at
the repayment amount specified on the face hereof, plus accrued interest, if
any, to the repayment date. In order for the exercise of the option to be
effective and the Notes to be repaid, the Company must receive at the applicable
address of the Paying Agent set forth below or at such other place or places of
which the Company shall from time to time notify the Holder of the within Note,
on or before the fifteenth, but not earlier than the twenty-fifth day, or, if
such day is not a Business Day, the next succeeding Business Day, prior to the
repayment date, either (i) this Note, with the form below entitled "Option to
Elect Repayment" 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 Note, (b) the principal
amount of this Note and the amount of this Note to be repaid, (c) a statement
that the option to elect repayment is being exercised thereby, and (d) a
guarantee stating that the Company will receive this Note, with the form below
entitled "Option to Elect Repayment" duly completed, not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter (and this Note and form duly completed are received by the Company by
such fifth Business Day). Any such election shall be irrevocable. The address to
which such deliveries are to be made is United States Trust Company of New York,
Attention: Corporate Trust Division (or at such other places as the Company
shall notify the Holders of the Notes). All questions as to the validity,
eligibility (including time of receipt) and acceptance of any Note for repayment
will be determined by the Company, whose determination will be final and
binding.

     The Notes are issuable in global or definitive form without coupons in
denominations of $100,000 and integral multiples of $1,000 in excess thereof or,
if the Note is denominated in a Specified Currency, in the denominations
indicated on the face hereof. Upon due presentment for registration of transfer
of this Note at the office or agency of the Company in the Borough of Manhattan,
The City of New York, a new Note or Notes in authorized denominations in U.S.
dollars or the Specified Currency, as the case may be, for an equal aggregate
principal amount and like tenor will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture and to the
limitations described below if applicable, without charge except for any tax or
other governmental charge imposed in connection therewith.

     If this Note is a Global Note (as specified on the face hereof), this Note
is exchangeable only if (x) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Global Note or if at any
time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (y) the Company in its sole
discretion determines that this Note shall be exchangeable for definitive Notes
in registered form or (z) an Event of Default, or an event which with notice of
lapse of time would be an Event of Default, with respect to the Notes
represented hereby has occurred and is continuing. If this Note is exchangeable
pursuant to the preceding sentence, it shall be exchangeable for definitive
Notes in registered form, bearing interest (if any) at the same rate or pursuant
to the same formula, having the same date of issuance, redemption provisions, if
any, Specified Currency, Maturity Date and other terms and of differing
denominations aggregating a like amount.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the places, at the respective times, at the rate and in
the currency herein prescribed.

     The Company, the Trustee and any Paying Agent may deem and treat the
registered Holder hereof as the absolute owner of this Note at such Holder's
address as it appears on the Security Register of the Company as kept by the
Trustee or duly authorized agent of the Company (whether or not this Note shall
be overdue), for the purpose of receiving payment of or on account hereof and
for all other purposes, and neither the Company nor the Trustee nor any Paying
Agent shall be affected by any notice to the contrary. All payments made to or
upon the order of such registered Holder shall, to the extent of the sum or sums
paid, effectually satisfy and discharge liability for moneys payable on this
Note.

     Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
 
     This Note shall be governed by and construed in accordance with the laws of
the State of New York.


                           -------------------------

                           OPTION TO ELECT REPAYMENT
                 TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
                   AT THE OPTION OF THE HOLDER AND THE HOLDER
                         ELECTS TO EXERCISE SUCH RIGHTS


     The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion thereof specified below) pursuant to its terms
at a price equal to the principal amount thereof, together with interest to the
repayment date, to the undersigned, at _________
______________________________________________________________ (please print or
typewrite name and address of the undersigned).

     For this Note to be repaid the Company must receive at the Corporate Trust
office of the Trustee in the City of New York or at such other place or places
of which the Company shall from time to time notify the Holder of the within
Note, on or before the fifteenth, but not earlier than the twenty-fifth, day,
or, if such day is not a Business Day, the next succeeding Business Day, prior
to the repayment date, (i) this Note, with this "Option to Elect Repayment" 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 Note, (b) the
principal amount of the Note and the amount of the Note to be repaid, (c) a
statement that the option to elect repayment is being exercised thereby, and (d)
a guarantee stating that the Note to be repaid with the form entitled "Option to
Elect Repayment" on the reverse of the Note 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 Note and form duly completed
are received by the Company by such fifth Business Day).

     If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000 or, if the Note is denominated in a currency other than U.S. dollars, of
an amount equal to the integral multiples referred to on the face hereof under
"Authorized Denominations" (or, if no such reference is made, an amount equal to
the minimum Authorized Denomination)) which the Holder elects to have repaid: ;
and specify the denomination or denominations (which shall be $100,000 or an
integral multiple of $1,000 in excess thereof or, if the Note is denominated in
a currency other than U.S. dollars, an Authorized Denomination) of the Note or
Notes to be issued to the Holder for the portion of the within Note not being
repaid (in the absence of any such specification, one such Note will be issued 
for the portion not being repaid):
---------------

Date:                 _________________________________________________________
                      Notice: The signature to this Option to Elect Repayment
                      must correspond with the name as written upon the face of
                      the Note in every particular without alteration or
                      enlargement or any other change whatsoever.


                                        --------------------


                                 ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of 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

--------------------------------------
--------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

-------------------------------------------------------------------------------
the within Note of CORNING INCORPORATED and does hereby irrevocably constitute 
and appoint
--------------------------------------------------------------------------------
attorney to transfer the said Note on the books of the Company, with full power
of substitution in the premises.

Dated:  ____________________    _______________________________________________
                                _______________________________________________

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.




                  [INCLUDE LEGEND IF THIS IS A GLOBAL NOTE--- THIS NOTE IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY
NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN
THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO
TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE. EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OR TRANSFER
OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL SECURITY
SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.]


CUSIP NO.                                                     PRINCIPAL AMOUNT:


REGISTERED NO.

                              CORNING INCORPORATED
                      SERIES A MEDIUM-TERM FIXED RATE NOTE
              Due From Nine Months to 30 Years From Date of Issue
                                                     
ORIGINAL ISSUE DATE:          INTEREST RATE PER ANNUM:     MATURITY DATE:

ISSUE PRICE:        %         REDEEMABLE ON OR AFTER       SPECIFIED CURRENCY:
                              (AT OPTION OF THE COMPANY)   (if other than U.S.
                                                            dollars)             

INITIAL DATE ON WHICH THE 
NOTE IS REPAYABLE AT THE 
OPTION OF THE HOLDER:

INITIAL REPAYMENT             INITIAL REDEMPTION
PERCENTAGE:                   PERCENTAGE:

                                                           EXCHANGE RATE AGENT:
                                                           (Only applicable if
                                                            Specified Currency is other
                                                            than U.S. dollars)

ANNUAL REPAYMENT PERCENTAGE
REDUCTION:

ANNUAL REDEMPTION
PERCENTAGE REDUCTION:

                                                            DEFAULT RATE:
                                                            (Only applicable if Note
                                                            issued at original issue
                                                            discount)

AUTHORIZED DENOMINATIONS:                                   DEPOSITARY:                                    
(Only applicable if                                         (Only applicable if Note is
Specified Currency is other                                 a Global Note)
than U.S. dollars)

INTEREST PAYMENT DATES:

OID DEFAULT AMOUNT:
(Only applicable if Note
issued at original issue
discount)



                  CORNING INCORPORATED, a corporation duly organized and
existing under the laws of the State of New York (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
_______________________________, or registered assigns, the principal sum of
________________________ (any coin or currency other than U.S. dollars being
hereinafter referred to as a "Specified Currency") at the office or agency of
the Company in the Borough of Manhattan, The City of New York, on the maturity
date shown above (the "Maturity Date"), in such coin or currency specified above
as at the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest on said principal sum at the rate per annum
(computed on the basis of a 360-day year of twelve 30-day months) shown above,
in like coin or currency, from and including the original issue date of this
Note specified above (the "Original Issue Date") or from and including the most
recent Interest Payment Date to which interest has been duly paid or provided
for, on the Interest Payment Date(s) specified above in each year (each an
"Interest Payment Date") and at Maturity, until the principal sum hereof has
been paid or duly provided for, provided, however, that the Company will make
such payments in respect of non-U.S. dollar denominated Notes in the Specified
Currency indicated above in amounts determined as set forth on the reverse
hereof; provided, however, that payments of principal and any premium and
interest on Notes denominated in a Specified Currency will nevertheless be made
in U.S. dollars (i) at the election of the holder as provided herein and (ii) at
the election of the Company in the case of imposition of exchange controls or
other circumstances beyond the control of the Company as provided
herein. The first payment of interest on a Note originally issued and dated
between a Record Date (as defined below) and an Interest Payment Date will be
due and payable on the Interest Payment Date following the next succeeding
Record Date to the registered owner on such next succeeding Record Date. Subject
to certain exceptions provided in the Indenture referred to on the reverse
hereof, the interest so payable on any Interest Payment Date will be paid to the
person in whose name this Note is registered at the close of business on the
fifteenth calendar day next preceding such Interest Payment Date (each such date
a "Record Date"), and interest payable at Maturity will be paid to the person to
whom said principal sum is payable.

                  Payment of interest on this Note due on any Interest Payment
Date (other than interest on this Note due to the holder hereof at Maturity)
payable in U.S. dollars will be paid by check drawn upon a bank in The City of
New York mailed to the Person entitled thereto at his last address as it appears
on Security Register or in immediately available funds by wire transfer to such
account as may have been designated by the Person entitled thereto as set forth
herein in time for the Paying Agent (as defined herein) to make such payments in
accordance with its normal procedures. Payment of the principal of and any
premium and interest on this Note due to the holder hereof at Maturity payable
in U.S. dollars will be paid in immediately available funds upon presentation of
this Note at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, The City of New York, provided that this Note is
presented to the Paying Agent in time for the Paying Agent to make such payment
in such funds in accordance with its normal procedures.

                  Payments of interest to be made in a Specified Currency (other
than interest on this Note due to the Holder hereof at Maturity) will be paid by
wire transfer of immediately available funds to a designated account maintained
with a bank located in the country issuing the Specified Currency (or, in the
case of a Note denominated in Europe Currency Units ("ECU"), to an ECU account)
or other jurisdiction acceptable to the Company and Trustee as shall have been
designated at least five Business Days (as defined herein) prior to the Interest
Payment Date by the Holder of this Note on the relevant Record Date. Payment in
a Specified Currency of the principal of and premium and interest, if any, on
this Note due to the Holder hereof at Maturity will be made by wire transfer of
immediately available funds to a designated account maintained with a bank
located in the country issuing the Specified Currency (or, in the case of a Note
denominated in ECU, to an ECU account) or other jurisdiction acceptable to the
Company and Trustee as shall have been designated at least five Business Days
prior to the Maturity by the Holder of this Note at Maturity, provided 
that this Note is presented for surrender to the Paying Agent in time for the 
Paying Agent to make such payment in such funds in accordance with its normal 
procedures.

                  Any such designation for wire transfer purposes shall be made
by filing the appropriate information with the Trustee at its Corporate Trust
Office in the Borough of Manhattan, The City of New York and, unless revoked by
written notice to the Paying Agent received by the Paying Agent on or prior to
the Record Date immediately preceding the applicable Interest Payment Day or the
fifteenth calendar day preceding Maturity shall remain in effect with respect to
any further payments with respect to this Note payable to such Holder.

                  The Holder of any Note denominated in a Specified Currency may
elect to receive payments in U.S. dollars in lieu of such Specified Currency by
transmitting a written request for such payment to the principal office of the
paying agent under the Indenture ("Paying Agent") on or prior to the Record Date
immediately preceding any Interest Payment Date or at least fifteen calendar
days prior to the Maturity. Such request may be in writing (mailed or hand
delivered) or by cable or telex or, if promptly confirmed in writing, by other
form of facsimile transmission. The Holder of any such Note may elect to receive
payment in U.S. dollars in lieu of such Specified Currency for all
principal, premium and interest payments, if any, and need not file a separate
election for each payment. Any such election will remain in effect until revoked
by written notice to the Paying Agent, but written notice of any such revocation
must be received by the Paying Agent on or prior to the Record Date immediately
preceding the applicable Interest Payment Date or the fifteenth calendar day
preceding the Maturity.

                  If a payment with respect to this Note cannot be made by wire
transfer because the required designation has not been received by the Trustee
on or before the requisite date or for any other reason, a notice will be mailed
to the Holder at its registered address requesting a designation pursuant to
which such wire transfer can be made and, upon the Trustee's receipt of such a
designation, such payment will be made within five Business Days of such
receipt. The Company will pay any administrative costs imposed by banks in
connection with making payments by wire transfer, but any tax, assessment or
governmental charge imposed upon payments will be borne by the Holder or Holders
of this Note in respect of which payments are made.

                  Any interest on this Note which is payable, but not punctually
paid or duly provided for, on any Interest Payment Date will forthwith cease to
be payable to the Holder on such regular Record Date and such defaulted interest
may either be paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on a special record
date for the payment of such interest to be fixed by the Company, notice whereof
shall be given to the Trustee by the Company and by the Trustee to the Holder of
this Note not more than 15 nor less than 10 days prior to the date of the
proposed payment and not less than 10 days after receipt by the Trustee of
notice of the proposed payment, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which this Note may be listed, and upon such notice as may be required by such
exchange, if such manner shall be deemed practicable by the Trustee.

                  If the principal of and any premium, or interest on this Note
is payable in a Specified Currency and such Specified Currency is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Company, the Company will be entitled to satisfy its obligations
to the Holder of this Note by making payment in U.S. dollars on the basis of the
most recently available exchange rate as specified by the Exchange Rate Agent as
provided herein.

                  If any payment on this Note is required to be made in ECUs and
the ECU is not available on a payment date with respect to such Note due to the
imposition of exchange controls or other circumstances beyond the control of the
Company or the ECU is no longer used in the European
Monetary System, the Company will be entitled to satisfy its obligations to the
Holder of this Note by making such payment in U.S. dollars. The amount so
payable on a payment date in ECU's shall be converted in U.S. dollars at a rate
determined by the Exchange Rate Agent as of the second Business Day prior to the
date on which such payment is due on the following basis: the component
currencies of the ECUs for this purpose (the "Components") shall be the currency
amounts which were components of the ECUs as of the last day ECUs were used in
the European Monetary System. The equivalent of the ECU in U.S. dollars shall be
calculated by aggregating the U.S. dollar equivalents of the Components. The
U.S. dollar equivalent of each of the Components shall be determined by the
Exchange Rate Agent, on the basis of the most recently available noon buying
rate in the City of New York for cable transfers of the Components as certified
for customs purposes by the Federal Reserve Bank of New York.

                  If the official unit of any component currency is altered by
way of combination or subdivision, the number of units of that currency as a
Component shall be divided or multiplied in the same proportion. If two or more
component currencies are consolidated into a single currency, the amounts of
those currencies as Components shall be replaced by an amount in such single
currency equal to the sum of the amounts of the consolidated component
currencies expressed in such single currency. If any component currency is
divided into two or more currencies, the amount of that currency as a Component
shall be replaced by amounts of such two or more currencies, each of which shall
have a value on the date of division equal to the amount of the former component
currency divided by the number of currencies into which that currency was
divided.

                  All determinations referred to above made by the Exchange Rate
Agent shall be at its sole discretion (except to the extent expressly provided
herein that any determination is subject to approval by the Company) and, in the
absence of manifest error, shall be conclusive for all purposes and binding on
Holders of the Notes and the Company, and the Exchange Rate Agent shall have no
liability therefor.

                  Any payment on this Note due on any day which is not a
Business Day need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on the due
date and no interest shall accrue for the period from and after such date.

                  "Business Day" shall mean each Monday, Tuesday, Wednesday,
Thursday or Friday which is (a) not a day on which banking institutions in the
City of New York generally are authorized or obligated by law or executive order
to close and (b) in the event that this Note is denominated in a Specified
Currency, not a day on which banking institutions in the principal financial
center of the Country issuing the Specified Currency (or, if this Note is
denominated in ECUs, in Luxembourg, in which case "Business Day" shall not
include any day that is a non-ECU clearing day as determined by the ECU Banking
Association in Paris) are authorized or obligated by law or executive order to
close.

                  Additional provisions of this Note are contained on the
reverse hereof and such provisions shall for all purposes have the same effect
as though fully set forth at this place.

                  This Note shall not be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have been signed by
an authorized officer of the Trustee or its duly authorized agent under the
Indenture referred to on the reverse hereof.


                  IN WITNESS WHEREOF, CORNING INCORPORATED has caused this
instrument to be signed by its duly authorized officer, and has caused a
facsimile of its corporate seal to be affixed hereto or imprinted hereon.

Dated:



TRUSTEE'S CERTIFICATE OF AUTHENTICATION             CORNING INCORPORATED
This Note is one of a designated series
of Debt Securities described in the
Indenture referred to on the reverse
hereof                                               By:



UNITED STATES TRUST COMPANY OF NEW YORK,
  as Trustee,

                                                    Attest:

         By:
              Authorized Officer                    Assistant Secretary



                                                          [SEAL]



                                             





                             CORNING INCORPORATED
                     SERIES A MEDIUM-TERM FIXED RATE NOTE
             Due From Nine Months to 30 Years From Date of Issue

                  This Note is one of a duly authorized issue of debentures,
notes and other evidences of indebtedness of the Company (hereinafter called the
"Debt Securities"), all issued or to be issued under and pursuant to an
indenture dated as of April 1, 1991 (hereinafter called the "Indenture"), duly
executed and delivered by the Company to United States Trust Company of New
York, as Trustee (hereinafter called the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, duties and immunities thereunder of the Trustee and the rights
thereunder of the holders of the Debt Securities. As provided in the Indenture,
the Debt Securities may be issued in one or more series, which different series
may be issued in various aggregate principal amounts, may mature at different
times, may bear interest, if any, at different rates, may be subject to
different redemption provisions, if any, may be subject to different sinking,
purchase or analogous funds, if any, may be subject to different covenants and
events of default, and may otherwise vary as in the Indenture provided or
permitted. This Note is one of a series of the Debt Securities, which series is
limited in aggregate initial offering price of up to $500,000,000, designated as
the Series A Medium-Term Notes (the "Notes") of the Company. The Notes may
mature at different times, bear interest, if any, at different rates, be
redeemable at different times or not at all, be repayable at the option of the
holder at different times or not at all, be issued at an original issue
discount, be extendable and be denominated in different currencies.

                  If this Note is denominated in a Specified Currency, a Holder
of this Note, who in accordance with the provisions of this Note, elects to
receive payments in U.S. dollars will receive payments of principal and any
premium and interest in U.S. dollars determined with reference to the highest
bid quotation (rounded up to the nearest cent) in The City of New York received
by the Exchange Rate Agent as of 11:00 A.M., New York City time, on the second
Business Day preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent) selected by the
Exchange Rate Agent for the purchase by the quoting dealer of the Specified
Currency for U.S. dollars for settlement on such payment date, in an amount
equal to the aggregate amount of the Specified Currency payable to all holders
of Notes electing to receive U.S. dollar payments on such payment date and at
which the applicable dealer commits to execute a contract. If three
such bid quotations are not available, payments will be made in the Specified
Currency. All currency exchange costs associated with any payments in U.S.
dollars will be borne by the holder of the Note by deductions from such
payments.

                  If the principal and any premium or interest on this Note is
payable in a Specified Currency and, due to the imposition of exchange controls
or other circumstances beyond the control of the Company, the Specified Currency
is not available at the time of any scheduled payment of principal, premium or
interest to be made in the Specified Currency, then the Company shall be
entitled to satisfy its obligations hereunder by making such payment in U.S.
dollars. Any such payment made in U.S. dollars pursuant to the preceding
sentence shall be made on the basis of the most recently available noon buying
rate in The City of New York for cable transfers of the Specified Currency as
certified for customs purposes by the Federal Reserve Bank of New York (the
"Market Exchange Rate"). Any payment under such circumstances in U.S. dollars
where required payment is in a Specified Currency will not constitute a default
under the Indenture.

                  In case an Event of Default, as defined in the Indenture, with
respect to the Notes shall have occurred and be continuing, the principal hereof
may be declared, and upon such declaration shall become, due and payable in the
manner, with the effect and subject to the conditions provided in the Indenture.

                  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 Debt 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 Debt Securities at the time Outstanding (as defined in
the Indenture), of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Debt Securities of each series at the time Outstanding, on behalf of the
Holders of all Debt 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 or waiver by the Holder
of this Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note 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 Note.

                  If so provided on the face of this Note, this Note may be
redeemed by the Company on and after the date so indicated on the face hereof.
On and after the date, if any, from which this Note may be redeemed, this Note
may be redeemed in whole or in part, at the option of the Company at a
redemption price equal to the product of the principal amount of this Note to be
redeemed multiplied by the Redemption Percentage. The Redemption Percentage
shall initially equal the Initial Redemption Percentage specified on the face of
this Note, and shall decline at each anniversary of the initial date that this
Note is redeemable by the amount of the Annual Redemption Percentage Reduction
specified on the face of this Note, until the Redemption Percentage is equal to
100%.

                  If so provided on the face of this Note, this Note will be
repayable in whole or in part in increments of $1,000 or, in the case of
non-U.S. dollar denominated Notes, of an amount equal to the integral multiples
referred to on the face hereof under "Authorized Denominations" (or, if no such
reference is made, an amount equal to the minimum Authorized Denomination)
provided that the remaining principal amount of any Note surrendered for partial
repayment shall be at least $100,000 or, in the case of Notes denominated in a
Specified Currency, the minimum Authorized Denomination referred to on the face
hereof, on any Business Day on or after the "Initial Date on Which the Note is
Repayable at the Option of the Holder" (as stated on the face hereof), at the
option of the Holder, at 100% of the principal amount to be repaid, plus accrued
interest, if any, to the repayment date. In order for the exercise of the option
to be effective and the Notes to be repaid, the Company must receive at the
applicable address of the Paying Agent set forth below or at such other place or
places of which the Company shall from time to time notify the Holder of the
within Note, on or before the fifteenth, but not earlier than the twenty-fifth
calendar day, or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, either (i) this Note, with the form
below entitled "Option to Elect Repayment" 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 Note, (b) the
principal amount of this Note and the amount of this Note to be repaid, (c) a
statement that the option to elect repayment is being exercised thereby, and (d)
a guarantee stating that the Company will receive this Note, with the form below
entitled "Option to Elect Repayment" duly completed, not later than five
Business Days after the date of such telegram, telex, facsimile transmission, or
letter (and this Note and form duly completed are received by the Company by
such fifth Business Day). Any such election shall be irrevocable. The address to
which such deliveries are to be made is United States Trust Company of New York,
Attention: Corporate Trust Division, 114 West 47th Street, New York, New York
10036, (or, at such other places as the Company shall notify the Holders of the
Notes). All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Note for repayment will be determined by the
Company, whose determination will be final and binding.

                  If this Note is issued with an original issue discount, (i) if
an Event of Default with respect to the Notes shall have occurred and be
continuing, the amount of principal of this Note which may be declared due and
payable in the manner, with the effect and subject to the conditions provided in
the Indenture, shall be determined in the manner set forth under "OID Default
Amount" on the face hereof, and (ii) in the case of a default of payment in
principal upon acceleration, redemption, repayment at the option of the Holder
or at the Stated Maturity hereof, in lieu of any interest otherwise payable, the
overdue principal of this Note shall bear interest at a rate of interest per
annum equal to the Default Rate stated on the face hereof (to the extent that
the payment of such interest shall be legally enforceable), which shall accrue
from the date of such acceleration, redemption, repayment at the option of the
holder or Stated Maturity, as the case may be, to the date payment has been 
made or duly provided for or such default has been waived in accordance
with the terms of the Indenture.

                  The Notes are issuable in global or definitive form without
coupons in denominations of $100,000 and integral multiples of $1,000 in excess
thereof or, if the Note is denominated in a Specified Currency in the
denominations indicated on the face hereof. Upon due presentment for
registration of transfer of this Note at the office or agency of the Company in
the Borough of Manhattan, The City of New York, a new Note or Notes in
authorized denominations in U.S. dollars or the Specified Currency, as the case
may be, for an equal aggregate principal amount and like tenor will be issued to
the transferee in exchange therefor, subject to the limitations provided in the
Indenture and to the limitations described below if applicable, without charge
except for any tax or other governmental charge imposed in connection therewith.

                  If this Note is a Global Note (as specified on the face
hereof), this Note is exchangeable only if (x) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for this Global
Note or if at any time the Depositary ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, (y) the Company in its
sole discretion determines that this Note shall be exchangeable for definitive
Notes in registered form or (z) an Event of Default, or an event
which with notice or lapse of time would be an Event of default, with respect to
the Notes represented hereby has occurred and is continuing. If this Note is
exchangeable pursuant to the preceding sentence, it shall be exchangeable for
definitive Notes in registered form, bearing interest (if any) at the same rate
or pursuant to the same formula, having the same date of issuance, redemption
provisions, if any, Specified Currency, Maturity Date and other terms and of
differing denominations aggregating a like amount.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, and premium, if
any, and interest on this Note at the places, at the respective times, at the
rate and in the currency herein prescribed.

                  The Company, the Trustee and any Paying Agent may deem and
treat the Holder hereof as the absolute owner of this Note at such Holder's
address as it appears on the Security Register as kept by the Trustee or duly
authorized agent of the Company (whether or not this Note shall be overdue), for
the purpose of receiving payment of or on account hereof and for all other
purposes, and neither the Company nor the Trustee nor any Paying Agent shall be
affected by any notice to the contrary. All payments made to or upon the order
of such registered holder shall, to the extent of the sum or sums paid, 
effectually satisfy and discharge liability for moneys payable on this Note.

                  Terms used herein which are defined in the Indenture shall
have the respective meanings assigned thereto in the Indenture.

                  This Note shall be governed by and construed in accordance
with the laws of the State of New York.






             -----------------------------------------------------


                           OPTION TO ELECT REPAYMENT
               TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
                 AT THE OPTION OF THE HOLDER AND THE HOLDER
                       ELECTS TO EXERCISE SUCH RIGHTS


                  The undersigned hereby irrevocably  requests and instructs the
Company to repay the within Note (or portion thereof  specified  below) pursuant
to its terms at a price equal to the  principal  amount  thereof,  together with
interest to the repayment date, to the undersigned, at
--------------------------------------------------
--------------------------------------------------
(Please print or typewrite name and address of the
undersigned)
                  For this Note to be repaid the Company must receive at the
applicable address of the Paying Agent set forth above or at such other place or
places of which the Company shall from time to time notify the holder of the
within Note, on or before the fifteenth, but not earlier than the twenty-fifth,
calendar day, or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, (i) this Note, with this "Option to
Elect Repayment" 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 Note, (b) the principal amount of the Note
and the amount of the Note to be repaid, (c) a statement that the option to
elect repayment is being exercised thereby, and (d) a guarantee stating that the
Note to be repaid with the form entitled "Option to Elect Repayment" on the
reverse of the Note 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 Note and form duly completed are received by
the Company by such fifth Business Day).

                  If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof (which shall be an integral multiple
of $1,000 or, if the Note is denominated in a currency other than U.S. dollars,
of an amount equal to the integral multiples referred to on the face hereof
under "Authorized Denominations" (or, if no such reference is made, an amount
equal to the minimum Authorized Denomination)) which the holder elects to have
repaid: ________________________________; and specify the denomination or
denominations (which shall be $100,000 or an integral multiple of $1,000 in
excess thereof or, if the Note is denominated in a currency other than U.S.
dollars, an Authorized Denomination) of the Note or Notes to be issued to the
holder for the portion of the within Note not being repaid (in the absence of
any specification, one such Note will be issued for the portion not being
repaid):
----------------


Date:_______________________
                                            -----------------------------------
                                            Notice: The signature to this Option
                                            to Elect Repayment must correspond
                                            with the name as written upon the
                                            face of the Note in every particular
                                            without alteration or enlargement or
                                            any other change whatsoever.



                                            


                                 ----------------------------------------

                                              ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of 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

------------------------------------
/                                  /
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

the within Note of CORNING  INCORPORATED and does hereby irrevocably  constitute
and appoint

-------------------------------------------------------------------------------
attorney to transfer the said Note on the books of the Company, with full power
of substitution in the premises.


Dated:_______________________         _________________________________________

                                      _________________________________________

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.

EX-8

                                                          Exhibit 8 
Board of Directors
Corning Incorporated                                      
One Riverfront Plaza
Corning, New York 14831

     Re: Corning Incorporated Current Report on
         Form 8-K and Registration Statement
         on Form S-3

Ladies and Gentlemen:

I am acting as special tax counsel for Corning Incorporated (the "Company") in
connection with the registration of Series A Medium-Term Notes Due from 9
Months to 30 Years from Date of Issue (the "Notes") pursuant to a registration
statement (No. 33-56887)on Form S-3 (the "Registration Statement")filed by the
Company with the Securities and Exchange Commission. In connection therewith,
I have participated in the preparation of, and have reviewed,the prospectus
supplement dated today's date (the "Prospectus Supplement") supplementing the
prospectus included in the Registration Statement.

I have examined the Prospectus Supplement and such other agreements and
documents with respect to the Notes as I have deemed necessary as a basis for
the opinions hereinafter expressed.

Based on the foregoing and assuming that the operative documents relating to
the Notes are executed and delivered and that the transactions contemplated to
occur under such operative documents in fact occur in accordance with the
terms thereof,I hereby confirm to you that my opinion is as set forth under the
caption entitled "United States Taxation" contained in the Prospectus
Supplement dated March 23,1995 to the Prospectus dated January 19, 1995,
relating to Corning Incorporated's Series A Medium-Term Notes.

I hereby consent to the use of my name under such caption and consent to the
filing of this opinion as an Exhibit to the Current Report on Form 8-K of
Corning Incorporated dated March 23, 1995 and the incorporation of this
opinion by reference into the Registration Statement on Form S-3 (No.
33-56887). In giving such consent I do not thereby admit that I am within the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933.

                                                         Sincerely,

                                                         Donald W. Stevenson