6,188,151 shares
                              Corning Incorporated
                                  Common Stock
                                ($.50 par value)
                      The Company's Common Stock is listed
                         on the New York Stock Exchange


This Prospectus relates to 6,188,151 presently outstanding shares of Common 
Stock, $.50 par value (the "Common Stock"), of Corning Incorporated, a New 
York corporation ("Corning" or the "Company"), which may be offered from time 
to time by certain stockholders of the Company as identified herein under 
"Selling Stockholders." The term "Shares" as used herein includes the shares 
of Common Stock held by the Selling Stockholders. The distribution of the 
Shares by the Selling Stockholders may be effected from time to time by 
underwriters who may be selected by the Selling Stockholders and one or more 
other broker-dealers, in one or more transactions (which may involve crosses 
and block transactions) on the New York Stock Exchange or other stock 
exchanges, in special offerings, exchange distributions or secondary 
distributions pursuant to and in accordance with the rules of such exchanges, 
in the over-the-counter market, in negotiated transactions or otherwise, at 
market prices prevailing at the time of sale, at prices related to such 
prevailing market prices or at negotiated prices. On January 19, 1995, the 
closing price of the Common Stock on the New York Stock Exchange was $32.625. 
None of the proceeds from the sale of the Shares will be received by the 
Company. The Company has agreed to indemnify the Selling Stockholders, 
underwriters who may be selected by the Selling Stockholders and certain 
other persons against certain liabilities, including liabilities under the 
Securities Act of 1933, as amended (the "Securities Act"). See "Plan of 
Distribution" and "Selling Stockholders." 


  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
          COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
           ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this Prospectus is January 20, 1995.



No dealer, salesman or other person has been authorized to give any 
information or to make any representations, other than those contained in 
this Prospectus in connection with the offering described herein, and, if 
given or made, such other information or representations must not be relied 
upon as having been authorized by the Company, the Selling Stockholders or 
any Underwriter. This Prospectus does not constitute an offer to sell or 
solicitation of an offer to buy any securities other than those specifically 
offered hereby or any securities offered hereby in any jurisdiction to any 
person to whom it is unlawful to make an offer or solicitation in such 
jurisdiction. Neither the delivery of this Prospectus nor any sale made 
hereunder shall, under any circumstances, create any implication that the 
information herein is correct as of any time subsequent to its date. 

                              TABLE OF CONTENTS 



                                                               Page 
                                                           -------- 
                                                               
Available Information                                             2 
Incorporation of Certain Documents by Reference                   3 
The Company                                                       3 
Selling Stockholders                                              4 
Description of Common Stock                                       5 
Plan of Distribution                                              9 
Legal Opinions                                                    9 
Experts                                                           9 


                            AVAILABLE INFORMATION 

The Company is subject to the informational requirements of the Securities 
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files 
reports, proxy statements and other information with the Securities and 
Exchange Commission (the "Commission"). Such reports, proxy statements and 
other information and the Registration Statement referred to below may be 
inspected at the Commission's public reference facilities, Room 1024, 450 
Fifth Street, N.W., Washington, D.C. 20549, as well as the following regional 
offices: 7 World Trade Center, 13th Floor, New York, New York 10048, and 500 
West Madison Street, 14th Floor, Chicago, Illinois 60661. Copies of such 
materials may be obtained from the Public Reference Section of the Commission 
at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In 
addition, such reports, proxy statements and other information concerning the 
Company and such Registration Statement may also be inspected at the offices 
of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 
10005, upon which Exchange certain securities of the Company are listed. 

This Prospectus constitutes a part of the Registration Statement with respect 
to the Shares filed by the Company with the Commission under the Securities 
Act. This Prospectus omits certain of the information contained in the 
Registration Statement, and reference is hereby made to the Registration 
Statement and to the exhibits relating thereto for further information with 
respect to the Company and the Shares. Any statements contained herein 
concerning the provisions of any document are not necessarily complete, and 
in each instance reference is made to the copy of such document filed with 
the Commission. Each such statement is qualified in its entirety by such 
reference. 

Corning's By-Laws provide that Corning shall indemnify each of its directors 
and officers against all costs and expenses actually and reasonably incurred 
by him or her in connection with the defense of any claim, action, suit or 
proceeding against him or her by reason of his or her being or having been a 
director or officer of Corning to the full extent permitted by, and 
consistent with, the Business Corporation Law of the State of New York. 
Insofar as indemnification for liabilities under the Securities Act may be 
permitted to directors, officers or persons controlling Corning pursuant to 
the foregoing provisions, Corning has been informed that, in the opinion of 
the Commission, such indemnification is against public policy as expressed in 
the Securities Act and is therefore unenforceable. 



              INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

The following documents filed with the Securities and Exchange Commission 
(File No. 1-3247) are incorporated herein by reference: 

  1. The Company's Annual Report on Form 10-K for the fiscal year ended 
January 2, 1994, filed pursuant to Section 13(a) of the Exchange Act. 

  2. All other reports filed by the Company pursuant to Section 13(a), 13(c), 
14 or 15(d) of said Act since January 2, 1994, consisting of the Company's 
Quarterly Reports on Form 10-Q for the twelve, twenty-four and forty weeks 
ended March 27, 1994, June 19, 1994, and October 9, 1994, respectively; the 
Company's Current Reports on Form 8-K dated January 24, 1994, April 6, 1994, 
June 28, 1994, July 26, 1994, August 3, 1994, August 31, 1994, September 29, 
1994, October 18, 1994, October 24, 1994 and December 12, 1994 respectively; 
and the Company's Current Report on Form 8-KA dated December 12, 1994. 

  3. The Company's Current Reports on Form 8-K dated August 4, 1993 and 
August 13, 1993, which include certain historical financial statements of 
Damon Corporation. 

  4. The registration statement on Form 8-A filed by the Company on July 8, 
1986 which contains a description of the Company's Preferred Share Purchase 
Rights Plan and the amendment thereto on Form 8 filed by the Company on 
October 9, 1989. 

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 
15(d) of the Securities Exchange Act of 1934 after the date of this 
Prospectus and prior to the termination of this offering of Common Stock 
shall be deemed to be incorporated by reference in this Prospectus and to be 
a part hereof from the dates of filing of such documents. 

The Company will provide without charge to each person, including any 
beneficial owner, to whom a copy of this Prospectus is delivered, upon the 
written or oral request of any such person, a copy of any or all of the 
documents incorporated by reference herein, other than exhibits to such 
documents, unless such exhibits are specifically incorporated by reference in 
such documents. Such request should be directed to the Secretary, Corning 
Incorporated, One Riverfront Plaza, Corning, New York 14831; telephone (607) 
974-9000. 

IN CONNECTION WITH THIS OFFERING, UNDERWRITERS ACTING ON BEHALF OF THE 
SELLING STOCKHOLDERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR 
MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT A LEVEL ABOVE THAT WHICH 
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED 
ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. 
SUCH STABILIZING MAY TAKE PLACE IN CONNECTION WITH THE OFFERING OF ANY OF THE 
SHARES OFFERED HEREBY OTHER THAN AT THE MARKET AND, IF COMMENCED, MAY BE 
DISCONTINUED AT ANY TIME. 

                                 THE COMPANY 

Corning Incorporated traces its origin to a glass business established by the 
Houghton family in 1851. The present corporation was incorporated in the 
State of New York in December 1936, and its name was changed from Corning 
Glass Works to Corning Incorporated on April 28, 1989. 

Corning competes in four broadly-based business segments: specialty 
materials, communications, laboratory services and consumer products. Corning 
is engaged directly or through subsidiaries and affiliates principally in the 
manufacture and sale of products made from specialty glasses and related 
inorganic materials having special properties of chemical stability, 
electrical resistance, heat resistance, light transmission and mechanical 
strength. In addition, Corning, through subsidiaries and affiliates, engages 
in laboratory services businesses, including life and environmental sciences 
and clinical-laboratory testing. 

Corning's executive offices are located at One Riverfront Plaza, Corning, New 
York 14831, telephone (607) 974-9000. 

Other information concerning Corning's business, securities and financial 
condition is incorporated by reference from its reports filed with the 
Commission. See "Incorporation of Certain Documents by Reference." 




                              SELLING STOCKHOLDERS

The Selling Stockholders listed in the table below have indicated that they wish
to be in a position to sell all of the Shares set forth below. The number of
Shares which may actually be sold by the Selling Stockholders will be determined
from time to time by the Selling Stockholders and will depend on a number of
factors, including the price of the Company's Common Stock from time to time.
The table sets forth information concerning the beneficial ownership of the
Shares by the Selling Stockholders. All information as to the beneficial
ownership prior to this offering has been furnished by the respective Selling
Stockholders.



                                                                                                   Shares 
                                                                    Shares         Shares        Which May 
                                                                  Presently      Which May        Be Owned 
Name                                                                Owned         Be Sold        After Sale 
- -------------------------------------------------------------     -----------    -----------   -------------- 
                                                                                            
J.R. Fennell Limited Partnership                                   5,764,706      5,764,706          -0-
Massachusetts College of Pharmacy                                     12,500         12,500          -0-
Roman Catholic Archbishop of Boston                                    6,250          6,250          -0-
S.A. Fennell Limited Partnership                                     177,514        177,514          -0-


The Shares owned by the Selling Stockholders as set forth above were acquired
directly or indirectly as the result of the acquisition of Moran Research Labs,
a Massachusetts business trust doing business as Bioran Medical Laboratory
("Bioran"), by Corning on October 9, 1994, pursuant to the Acquisition Agreement
and Plan of Reorganization dated as of September 8, 1994 between the Company,
Bioran, the stockholders of Bioran and S. A. Fennell Limited Partnership, a
Massachusetts limited partnership. A portion of such Shares are being held in
escrow for a period of twelve months. Prior to the acquisition, J. Richard
Fennell, Ph.D. was the trustee, President and Clerk of Bioran. Bioran
subsequently merged into Corning Bioran Inc., a newly organized subsidiary of
Bioran. J. Richard Fennell is currently the President of Corning Bioran Inc.

The Shares owned by the Selling Stockholders as set forth below were acquired 
as the result of the acquisition of Medical Reference Laboratories, Inc., a 
Montana commercial laboratory ("Medlabs"), by Corning on December 1, 1994, 
pursuant to the Acquisition Agreement dated as of December 1, 1994 between 
the Company, MRL NuCor, Inc., Medlabs and the stockholders of Medlabs. A 
portion of such Shares are being held for a period of twelve months. Prior to 
the acquisition, and following the acquisition, the officers of Medlabs 
included the following Selling Stockholders: Scott K. Steinfeldt, President 
and Hoyle E. Setzer, Secretary. 



                                                                                    Shares 
                                                      Shares        Shares        Which May 
                                                     Presently     Which May       Be Owned 
Name                                                   Owned        Be Sold       After Sale 
- ------------------------------------------------     ----------    ----------   -------------- 
                                                                             
Saint Vincent Hospital and Health Care Center          87,377        87,377           -0- 
Hoyle E. Setzer                                        43,689        43,689           -0- 
Paul W. Holley                                         43,689        43,689           -0- 
Virgil Minden                                          34,951        34,951           -0- 
Scott K. Steinfeldt                                    17,475        17,475           -0- 




                      DESCRIPTION OF CORNING CAPITAL STOCK

General 
The following is a brief summary of certain provisions of the Restated 
Certificate of Incorporation of Corning (the "Restated Certificate") and does 
not relate to or give effect to provisions of statutory or other law except 
as specifically stated. The Restated Certificate authorizes the issuance of 
500,000,000 shares of Corning Common Stock. As of November 4, 1994, 
227,542,353 shares of Corning Common Stock were outstanding. The rights of 
holders of Corning Common Stock are governed by the Restated Certificate, 
Corning's By-Laws and by the New York Business Corporation Law (the "NYBCL"). 

Voting Rights 
Subject to the voting of any shares of Series Preferred Stock (as defined 
below) that may be outstanding, voting power is vested in Corning Common 
Stock, each share having one vote. 

Preemptive Rights 
The Restated Certificate provides that no holder of Corning Common Stock or 
Series Preferred Stock shall have any preemptive rights except as the Board 
of Directors of Corning (the "Corning Board") may determine from time to 
time. No such rights have been granted by the Corning Board. 

Corning Common Stock 
Liquidation Rights. Subject to the preferential rights of any outstanding 
Series Preferred Stock, in the event of any liquidation of Corning, holders 
of Corning Common Stock then outstanding are entitled to share ratably in the 
assets of Corning available for distribution to such holders. 

Dividend Rights and Restrictions. Subject to any preferential rights of any 
outstanding Series Preferred Stock and any outstanding preferred securities 
of Corning, such dividends as may be determined by the Corning Board may be 
declared and paid on Corning Common Stock from time to time out of any funds 
legally available therefor. Corning has regularly paid cash dividends since 
1881 and currently expects to continue to pay cash dividends. Corning's 
current quarterly cash dividend is $.17 per share of Corning Common Stock. 
The continued declaration of dividends by the Corning Board is subject to, 
among other things, Corning's current and prospective earnings, financial 
condition and capital requirements and such other factors as the Corning 
Board may deem relevant. 

Other Provisions. Corning Common Stock has no redemption, sinking fund or 
conversion privileges applicable thereto and holders of Corning Common Stock 
are not liable to assessments or to further call. 

MIPS Offering 
On July 21, 1994 Corning and Corning Delaware, L.P., a Delaware special 
purpose limited partnership in which Corning is the sole general partner, 
completed the offering (the "MIPS Offering") of $373.8 million aggregate 
principal amount of 6% Convertible Monthly Income Preferred Securities (the 
"Preferred Securities") of Corning Delaware. 

Dividends on the Preferred Securities will be cumulative and will be payable 
monthly at an annual rate of six percent. In certain circumstances, holders 
of the Preferred Securities, voting as a class or by written consent, may 
cause the exchange of the Preferred Securities for shares of Corning's Series 
C Preferred Stock (herein defined), at a rate of one share of Series C 
Preferred Stock for every two Preferred Securities. Each Preferred Security 
is convertible at the option of the holder into Corning Common Stock at the 
rate of 1.2821 shares of Corning Common Stock for each Preferred Security 
(equivalent to a conversion price of $39.00 per share of Corning Common 
Stock), subject to adjustment in certain circumstances. From time to time 
after four years from the date of issuance, the Preferred Securities will be 
redeemable, at the option of Corning Delaware, in whole or in part, for cash 
at stated redemption prices. The Preferred Securities are subject to 
mandatory redemption on the 30th anniversary of the date of original issuance 
at a redemption price of $50 per Preferred Security together with accumulated 
and unpaid dividends (whether or not earned or declared). Holders of the 
Preferred Securities do not have any voting rights, except in certain 
instances of default. 

Series Preferred Stock 
The Restated Certificate authorizes the issuance of up to 10,000,000 shares 
of Series Preferred Stock, par value $100 per share (the "Series Preferred 
Stock"). The Corning Board has the authority to issue such shares from time 
to time, without stockholder approval, and the authority to determine the des-


 
ignations, preferences, rights, including voting rights, and restrictions of 
such shares, subject to the NYBCL. Pursuant to this authority, the Corning 
Board has designated 600,000 shares of Series Preferred Stock as Series A 
Preferred Stock, 316,822 shares of Series Preferred Stock as Series B 
Preferred Stock (the "Series B Preferred Stock"), and 4,683,710 shares of 
Series Preferred Stock as Series C 6% Cumulative Convertible Preferred Stock 
(the "Series C Preferred Stock"). No other class of Series Preferred Stock 
has been designated by the Corning Board. 

Series B Preferred Stock 

Cumulative cash dividends at the rate of 8% per annum are payable on shares 
of the Series B Preferred Stock that have been issued. Corning has regularly 
paid dividends on the Series B Preferred Stock. No dividends may be paid or 
declared on the Series A Preferred Stock or Corning Common Stock unless all 
dividends for all prior dividend periods have been paid or declared on the 
Series B Preferred Stock, the Series C Preferred Stock and the Preferred 
Securities. 

Holders of Series B Preferred Stock are entitled to vote, voting together 
with Corning Common Stock and not as a separate class, on all matters 
submitted to holders of Corning Common Stock, each share of Series B 
Preferred Stock having four votes, subject to adjustment. 

Holders of Series B Preferred Stock have no preemptive rights. In the event 
of a liquidation, dissolution or winding-up of Corning, holders of Series B 
Preferred Stock shall be entitled to receive a distribution in the amount of 
$100 per share, plus accrued and unpaid dividends, before any distribution on 
Corning Common Stock or Series A Preferred Stock. 

The Series B preferred Stock is redeemable, in whole or in part, at the 
election of Corning, at any time, at the following redemption prices per 
share: 



 During the Twelve-Month          Price Per 
Period Beginning October 1,         Share 
- -----------------------------    ------------ 
                                 
1993                                $104.00 
1994                                $103.00 
1995                                $102.00 
1996                                $101.00 

and thereafter at $100.00 per share plus, in each case, accrued and unpaid 
dividends. 

The Series B Preferred Stock is subject to redemption, at the option of the 
holder, at any time upon five business days' notice, at a redemption price 
equal to $100.00 plus accrued and unpaid dividends, if the proceeds are 
necessary (i) to make a distribution pursuant to an investment election made 
under the employee benefit plan or (ii) to satisfy any indebtedness to which 
the employee benefit plan is subject, provided that such payment is necessary 
to remedy or prevent a default under such indebtedness. 

Corning, at its option, may make payment of the redemption price required 
upon redemption of shares of Series B Preferred Stock in cash or in Corning 
Common Stock, or in any combination of such shares and cash. 

The Series B Preferred Stock is convertible at the option of the holder, at 
any time, into Corning Common Stock at a conversion price of $25.00 per share 
of Corning Common Stock, each share of Series B Preferred Stock being valued 
at $100 for the purpose of such conversion, producing a conversion ratio 
equal to four shares of Corning Common Stock for each share of Series B 
Preferred Stock so converted, subject to certain adjustments to prevent 
dilution. 

Series C Preferred Stock 

In certain circumstances, the holders of a majority of the aggregate 
liquidation preference of the Preferred Securities then outstanding, voting 
as a class or by written consent, may cause the exchange of the Preferred 
Securities for Series C Preferred Stock at a rate of one share of Series C 
Preferred Stock for every two Preferred Securities. 

The terms of the Series C Preferred Stock are substantially similar to those 
of the Preferred Securities except that, among other differences, (i) in 
certain events of default, the number of directors of Corning shall be 
increased by two persons and the holders of the Series C Preferred Stock will 
be entitled to elect the persons to fill such positions and (ii) the Series C 
Preferred Stock will not be subject to mandatory redemption. 



The Series C Preferred Stock ranks senior to the Corning Common Stock and the 
Series A Preferred Stock with respect to the payment of dividends and amounts 
on liquidation, dissolution and winding-up. In the event of a voluntary or 
involuntary bankruptcy, liquidation, dissolution or winding-up of Corning, 
the holders of Series C Preferred Stock are entitled to receive out of the 
net assets of Corning, but before any distribution is made on any class of 
securities ranking junior to the Series C Preferred Stock, $100.00 per share 
in cash plus accumulated and unpaid dividends (whether or not earned or 
declared) to the date of final distribution to such holders. 

Preferred Share Purchase Rights 
Attached to each share of Corning Common Stock is one Right, which entitles 
the registered holder to purchase from Corning one four-hundredth of a share 
of Series A Preferred Stock at a price of $62.50 per one four-hundredth of a 
share of Series A Preferred Stock (the "Exercise Price"), subject to 
adjustment. The Rights expire on July 15, 1996 (the "Final Expiration Date"), 
unless the Final Expiration Date is extended or unless the Rights are earlier 
redeemed by Corning. 

The Rights represented by the certificates for Corning Common Stock are not 
exercisable, and are not transferable apart from the Corning Common Stock 
until the earlier of (i) ten days following the public announcement by 
Corning or an Acquiring Person (as defined below) that a person or group has 
acquired beneficial ownership of 20% or more of the Corning Common Stock (an 
"Acquiring Person") or (ii) ten business days (or such later date as the 
Corning Board may determine) after the commencement or first public 
announcement of a tender or exchange offer that would result in a person or 
group beneficially owning 20% or more of the Corning Common Stock (the 
earlier of such dates being called the "Distribution Date"). Separate 
certificates for the Rights will be mailed to holders of record of Corning 
Common Stock as of such date. The Rights could then begin trading separately 
from Corning Common Stock. 

Generally, in the event that a person or group becomes an Acquiring Person, 
each Right, other than the Rights owned by the Acquiring Person, will 
thereafter entitle the holder to receive, upon exercise of the Right, Corning 
Common Stock having a value equal to two times the Exercise Price of the 
Right. In the event that Corning is acquired in a merger, consolidation, or 
other business combination transaction or more than 50% of Corning's assets, 
cash flow or earning power is sold or transferred, each Right, other than the 
Rights owned by an Acquiring Person, will thereafter entitle the holder 
thereof to receive, upon the exercise of the Right, common stock of the 
surviving corporation having a value equal to two times the Exercise Price of 
the Right. 

The Rights are redeemable in whole, but not in part, at $0.125 per Right at 
any time on or prior to any person or group becoming an Acquiring Person. The 
right to exercise the Rights terminates at the time that the Corning Board 
elects to redeem the Rights. Notice of redemption shall be given by mailing 
such notice to the registered holders of the Rights. At no time will the 
Rights have any voting rights. The Rights Agent is Harris Trust and Savings 
Bank (the "Rights Agent"). 

The exercise price payable, and the number of shares of Series A Preferred 
Stock or other securities or property issuable, upon exercise of the Rights 
are subject to adjustment from time to time to prevent dilution (i) in the 
event of a stock dividend on, or a subdivision, combination or 
reclassification of, the shares of Series A Preferred Stock, (ii) upon the 
grant to holders of the shares of Series A Preferred Stock of certain rights 
or warrants to subscribe for or purchase shares of Series A Preferred Stock 
at a price, or securities convertible into shares of Series A Preferred Stock 
with a conversion price, less than the then current market price of the 
shares of Series A Preferred Stock or (iii) upon the distribution to holders 
of the shares of Series A Preferred Stock of evidences of indebtedness or 
assets (excluding regular periodic cash dividends paid out of earnings or 
retained earnings or dividends payable in shares of Series A Preferred Stock) 
or of subscription rights or warrants (other than those referred to above). 

The number of outstanding Rights and the number of one four-hundredths of a 
share of Series A Preferred Stock issuable upon exercise of each Right are 
also subject to adjustment in the event of a stock split of, or stock 
dividend on, or subdivision, consolidation or combination of, Corning Common 
Stock prior to the Distribution Date. With certain exceptions, no adjustment 
in the exercise price will be required until cumulative adjustments require 
an adjustment of at least 1% in such exercise price. 

Upon exercise of the Rights, no fractional shares of Series A Preferred Stock 
will be issued (other than fractions which are integral multiples of one 
four-hundredth of a share, which may, at the election of Corning, be 
evidenced by depositary receipts) and in lieu thereof an adjustment in cash 
will be made. 

The Rights have certain anti-takeover effects. The Rights may cause 
substantial dilution to a person or group that attempts to acquire Corning on 
terms not approved by the Corning Board, except pursuant 



to an offer conditioned on a substantial number of Rights being acquired. The 
Rights should not interfere with any merger or other business combination 
approved by the Corning Board since the Rights may be redeemed by Corning at 
$.125 per Right prior to the fifteenth day after the acquisition by a person 
or group of beneficial ownership of 20% or more of the Corning Common Stock 
(subject to certain exceptions). 

The shares of Series A Preferred Stock purchasable upon exercise of the 
Rights will rank junior to all other series of Corning's preferred stock 
(including the Series B and Series C Preferred Stock) or any similar stock 
that specifically provides that they shall rank prior to the shares of Series 
A Preferred Stock. The shares of Series A Preferred Stock will be 
nonredeemable. Each share of Series A Preferred Stock will be entitled to a 
minimum preferential quarterly dividend of $10.00 per share, but will be 
entitled to an aggregate dividend of 100 times the dividend declared per 
share of Corning Common Stock. In the event of liquidation, the holders of 
the shares of Series A Preferred Stock will be entitled to a minimum 
preferential liquidation payment of $100 per share, but will be entitled to 
an aggregate payment of 100 times the payment made per share of Corning 
Common Stock. Each share of Series A Preferred Stock will have 100 votes, 
voting together with the Corning Common Stock. In the event of any merger, 
consolidation or other transaction in which Corning Common Stock is 
exchanged, each share of Series A Preferred Stock will be entitled to receive 
100 times the amount and type of consideration received per share of Corning 
Common Stock. These rights are protected by customary antidilution 
provisions. Because of the nature of the Series A Preferred Stock's dividend, 
liquidation and voting rights, the value of the interest in a share of Series 
A Preferred Stock purchasable upon the exercise of each Right should 
approximate the value of one share of Corning Common Stock. 

The foregoing description of the Rights does not purport to be complete and 
is qualified in its entirety by reference to the description of the Rights 
contained in the Rights Agreement, dated as of July 2, 1986 between Corning 
and the Rights Agent, as amended by the Amended Rights Agreement, dated as of 
October 4, 1989, which has been previously filed with the Commission. 

Corning's Fair Price Amendment 
In 1985 Corning's stockholders adopted an amendment (the "Fair Price 
Amendment") to the Restated Certificate that, in general, requires the 
approval by the holders of at least 80% of the voting power of the 
outstanding capital stock of Corning (other than the Series C Preferred 
Stock) entitled to vote generally in the election of directors (the "Corning 
Voting Stock") as a condition for mergers and certain other business 
combinations with any beneficial owner of more than 10% of such voting power 
unless (1) the transaction is approved by at least a majority of the 
Continuing Directors (as defined in the Restated Certificate) or (2) certain 
minimum price, form of consideration and procedural requirements are met. 
Certain terms used herein are defined in the Restated Certificate. 

Amendment or repeal of this provision or the adoption of any provision 
inconsistent therewith would require the affirmative vote of at least 80% of 
the Corning Voting Stock unless the proposed amendment or repeal or the 
adoption of the inconsistent provisions were approved by two-thirds of the 
entire Corning Board and a majority of the Continuing Directors. 

Certain Other Provisions of Corning's Restated Certificate and By-Laws 
In addition to the Preferred Share Purchase Rights and the Fair Price 
Amendment, the Restated Certificate and By-Laws contain other provisions that 
may discourage a third party from seeking to acquire Corning or to commence a 
proxy contest or other takeover-related action. Corning has classified its 
Board such that one-third of the Corning Board is elected each year to 
three-year terms of office. In addition, holders of Corning Common Stock may 
remove a Director from office at any time prior to the expiration of his or 
her term only with cause and by vote of a majority of holders of Corning 
Common Stock outstanding. These provisions, together with provisions 
concerning the size of the Corning Board and requiring that premature 
vacancies on the Corning Board be filled only by a majority of the entire 
Corning Board, may not be amended, altered or repealed, nor may Corning adopt 
any provisions inconsistent therewith, without the affirmative vote of at 
least 80% of the Corning Voting Stock of Corning or the approval of two- 
thirds of the entire Corning Board. 

Corning's By-Laws contain certain procedural requirements with respect to the 
nomination of directors by stockholders that require, among other things, 
delivery of notice by such stockholders to the Secretary of Corning not later 
than 60 days nor more than 90 days prior to the date of the stockholders 
meeting at which such nomination is to be considered. The Corning By-Laws do 
not provide that a meeting of the Corning Board may be called by 
stockholders. 



The Restated Certificate provides that no director will be liable to Corning 
or its stockholders for a breach of duty as a director except as provided by 
the NYBCL. 

The effect of these provisions may be to deter attempts either to obtain 
control of Corning or to acquire a substantial amount of its stock, even if 
such a proposed transaction were at a significant premium over the 
then-prevailing market value of the Corning Common Stock, or to deter 
attempts to remove the Corning Board and management of Corning, even though 
some or a majority of the holders of Corning Common Stock may believe such 
actions to be beneficial. 

                             PLAN OF DISTRIBUTION 

The Shares are being sold by the Selling Stockholders for their own accounts. 
Except for the following limited circumstance, Corning will receive none of 
the proceeds from the offering. For the purpose of securing the 
indemnification obligations of the Selling Stockholders to the Company set 
forth in the Agreement, a portion of the Shares are and will be held in 
escrow until no later than December 1, 1995. 

The Shares may be sold from time to time directly by the Selling 
Stockholders. In the alternative, the distribution of the Shares by the 
Selling Stockholders may be effected from time to time by underwriters who 
may be selected by the Selling Stockholders and one or more other 
broker-dealers, in one or more transactions (which may involve crosses and 
block transactions) on the New York Stock Exchange or other exchanges, in 
special offerings, exchange distributions or secondary distributions pursuant 
to and in accordance with the rules of such exchanges, in the 
over-the-counter market, in negotiated transactions or otherwise, at market 
prices prevailing at time of sale, at prices related to such prevailing 
market prices or at negotiated prices. In the event that such underwriters or 
broker-dealers agree to sell the Shares, they may do so by purchasing the 
Shares as principals or by selling the Shares as agents for the Selling 
Stockholders. Underwriters selected by the Selling Stockholders, and any such 
other broker-dealer, may receive compensation from the Selling Stockholders 
in the form of underwriting discounts, concessions or commissions and may 
receive commissions from purchasers of the Shares for who they may act as 
agents. If underwriters who may be selected by the Selling Stockholders, and 
any such other broker- dealer, purchase the Shares as principals, they may 
effect resales of the Shares from time to time to or through other 
broker-dealers, and such other broker-dealers may receive compensation in the 
form of concessions or commissions from the Selling Stockholders or 
purchasers of Shares for whom they may act as agents. Corning has agreed to 
indemnify the Selling Stockholders, against certain liabilities, including 
liabilities under the Securities Act, and to pay the expenses of registering 
the Shares for offering and sale to the public under the Securities Act. 

Information as to whether underwriters who may be selected by the Selling 
Stockholders, or any other broker-dealer, is acting as principal or agent for 
the Selling Stockholders, the compensation to be received by underwriters who 
may be selected by the Selling Stockholders, or any broker-dealer, acting as 
principal or agent for the Selling Stockholders and the compensation to be 
received by other broker-dealers, in the event the compensation of such other 
broker-dealers is in excess of usual and customary commissions, will be 
disclosed in a prospectus filed pursuant to Rule 424(b) under the Securities 
Act, or in a supplement to this prospectus filed pursuant to Rule 424(c) of 
the Securities Act to the extent required. 

The Company has agreed with the Selling Stockholders to maintain the 
continuous effectiveness of the Registration Statement (of which this 
Prospectus is a part) during the period commencing on the date the 
Registration Statement is declared effective and ending on the second 
anniversary of the effective date of the Registration Statement or such 
shorter period which will terminate when all the Shares have been sold 
pursuant to the Registration Statement. 

                                LEGAL OPINIONS 

The validity of the shares of Corning Common Stock offered hereby is being 
passed on for the Company by William C. Ughetta, Esq., Senior Vice President 
and General Counsel of Corning. Mr. Ughetta owns substantially less than 1% 
of the outstanding shares of Corning Common Stock. 

                                   EXPERTS 

The consolidated financial statements of the Company and of Dow Corning 
Corporation incorporated in this Prospectus by reference to Corning's 1993 
Annual Report on Form 10-K for the year ended January 2, 1994, have been so 
incorporated in reliance on the reports of Price Waterhouse LLP, independent 
accountants, given on the authority of said firm as experts in auditing and 
accounting. 



The consolidated financial statements of Damon Corporation, as of December 
31, 1992 and 1991, and for each of the three years ended December 31, 1992, 
incorporated by reference in this Prospectus by reference to Corning's 
Current Report on Form 8-K dated August 4, 1993 have been so incorporated in 
reliance on the report of Arthur Andersen LLP, independent public 
accountants, given on the authority of said firm as experts in accounting and 
auditing. 

The financial statements of Bioran as of and for the year ended December 31, 
1993 incorporated in this Prospectus by reference to Corning's Current Report 
on Form 8-KA dated December 12, 1994 have been so incorporated in reliance on 
the report of Leverone & Company, certified public accountants, given on the 
authority of said firm as experts in auditing and accounting. 



No dealer, salesman or other person has been authorized to give any 
information or to make any representations, other than those contained in 
this Prospectus in connection with the offering described herein, and, if 
given or made, such other information or representations must not be relied 
upon as having been authorized by the Company, the Selling Stockholders or 
any Underwriter. This Prospectus does not constitute an offer to sell or 
solicitation of an offer to buy any securities other than those specifically 
offered hereby or any securities offered hereby in any jurisdiction to any 
person to whom it is unlawful to make an offer or solicitation in such 
jurisdiction. Neither the delivery of this Prospectus nor any sale made 
hereunder shall, under any circumstances, create any implication that the 
information herein is correct as of any time subsequent to its date. 

                              TABLE OF CONTENTS 



                                        Page 
                                      ---------- 
                                       
Available Information                     2 
Incorporation of Certain 
   Documents by Reference                 3 
The Company                               3 
Selling Stockholders                      4 
Description of Common Stock               5 
Plan of Distribution                      9 
Legal Opinions                            9 
Experts                                   9 


                                6,188,151 Shares
                                   
                                     Corning
                                  Incorporated

                                  COMMON STOCK
                                  
                                   PROSPECTUS

                                January 20, 1995