SecProbe.io

Mail Stop 6010

 August 21, 2007

Wendell P. Weeks
Chief Executive Officer
Corning Incorporated
One Riverfront Plaza
Corning, NY  14831

Re: Corning Incorporated
 Definitive Proxy Statement
Filed March 13, 2007
 File No. 001-03247

Dear Mr. Weeks:

We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation
disclosure.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone  number listed at the end of this letter.

 In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.

 If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Corning Incorporated
August 21, 2007 Page 2
Compensation Discussion and Analysis, page 18

1. We note your disclosure under the “Executive Compensation Philosophy—
General Objectives” subsection that you believe that executive compensation
should be based in part on performance at the individual level.  Please expand
your Compensation Discussion and Analysis to include a more specific discussion
and analysis of how the a pplicable elements of your compensation packages are
structured and implemented to reflect your named executive officer's individual
performance.  You should disclose the el ements of individual performance, both
quantitative and qualitative, and spec ific contributions  the compensation
committee considered in its evaluation, and if applicable, how they were weighted and factored into specific compensation decisions.  You should also expand your
discussion and analysis of the factors the committee considered in establishing
personal objectives for Mr. Weeks.  Refer to Item 402(b)(2)(vii) of
Regulation S-K.

2. Your disclosure indicates that the cor porate financial performance metrics for
performance-based variable compensation are approved by the Committee and communicated to plan participants in February of each year.  Please disclose these items of company performance and how your 2007 incentive awards are
specifically structured around the ap plicable performance goals.  See
Item 402(b)(2)(v) and Instruction 2 to Item  402(b).  To the extent you believe that
disclosure of the information would result in competitive harm such that the
information could be excluded under Instruct ion 4 to Item 402(b), please provide
us with a detailed explana tion supporting your conclusion.   To the extent that it is
appropriate to omit specific targets or pe rformance objectives, you are required to
provide appropriate disclosure pursuant to Instruction 4 to Item 402(b) of
Regulation S-K.  Refer also to Questi on 3.04 of the Item 402 of Regulation S-K
Interpretations available on our website at
www.sec.gov .  In discussing how
difficult or likely it will be for the registra nt to achieve the target levels or other
factors, you should provide as much deta il as necessary without disclosing
information that poses a reasonable risk of competitive harm.

Executive Pay Should Be in Line with External Benchmarks, page 20

3. Please discuss and analyze how and why each of your named executive officers has his or her compensation determined with relation to the manufacturing or
services companies in your Comparison Comp anies.  For example, if a particular
named executive officer's compensation is determined solely with reference to manufacturing companies in your list  of Comparison Companies, you should
discuss and analyze why the manufacturing companies are the appropriate benchmarks given the officer's job duties and responsibilities.

Corning Incorporated
August 21, 2007 Page 3
Role of Executive Management in the Executive Compensation Process, page 22

4. We note your disclosure regarding the invol vement of the Senior Vice President,
Global Compensation and Benefits in di scussing with the Committee significant
proposals or topics impacting executi ve compensation.  Please expand your
disclosure relating to the role of the Se nior Vice President, Global Compensation
and Benefits in your compensation proce sses and that officer's input during the
crafting of compensation packages, includi ng a clarification as to whether the
officer makes specific recommendations regarding any of the elements of
compensation for the named executive officers.   Please also discuss the extent to
which the named executive officers have the ability to make recommendations with respect to the proposals and topics  discussed by the Senior Vice President,
Global Compensation and Benefits and the Committee, including any recommendations with respect to any aspect of the compensation elements awarded to the named executive officers.

Performance Incentive Plan, page 23

5. You disclose that the annual cash bonus targets for the named executive officers
range from 75% to 100% of the base salary for each named executive officer.
Please provide discussion and analysis as  to the reasons why the targeted amounts
of annual incentive compensation, as a pe rcentage of base salary, vary among
your named executive officers.

6. You disclose that employees are eligible  for awards earned under the Performance
Incentive Plan with 50% of the plan opportunity based on corporate financial
performance.  Please disclose the bases upon which you will allocate the
remaining 50% of the award.

Performance Metrics, page 27

7. Given that the elements of compensati on under your Performance Incentive Plan
and Corporate Performance Plan are based on the achievement of the targeted financial metrics described, please discu ss your policies and decisions regarding
the adjustment or recovery of awards or payments if the relevant performance measures upon which they are based are re stated or otherwise adjusted in a
manner that would reduce the size of an award or payment.  Refer to
Item 402(b)(2)(viii) of Regulation S-K.

Benchmarking Executive Compensation, page 29

8. You disclose that you generally seek to position CEO total cash compensation (at
target) and CEO total compensation (at ta rget) around the median of the market

Corning Incorporated
August 21, 2007 Page 4
and that the target total direct compensa tion of the other named executive officers
is generally in the “Top Quartile.”  Pl ease disclose the percentiles for total
compensation, and each benchmarked element of compensation, for your named executive officers that you actually expe rienced in 2006.  This disclosure should
include a discussion of where actual payments fell within the targeted parameters.  To the extent actual compensation was outside  a targeted percentile range, please
provide discussion and analysis as to why.

Outstanding Equity Awards at Fi scal Year-End Table, page 36

9. You disclose in footnote 2 that the comp any uses various vesting schedules and
that options typically vest  over a one to three year period.  Please note that
Instruction 2 to Item 402(f)(2) of Regulat ion S-K requires footnote disclosure of
the vesting dates of options, shares of stock and equity incentive plan awards held at fiscal year-end.  Please in clude the required disclosure.

Nonqualified Deferred Compensation, page 42

10. Provide a footnote quantifying the exte nt to which amounts reported in the
contributions and earnings columns are reported as compensation in the last
completed fiscal year in your Summar y Compensation Table.  Refer to the
Instruction to Item 402(i)(2) of Regulation S-K.

11. Provide the disclosure required by Item 402(i)(3) of Regulation S-K.

Severance Agreements, page 42
Change in Control Agreements, page 45

12. Please provide discussion and analysis  in your Compensation Discussion and
Analysis section of how the arra ngements described under "Severance
Agreements" and "Change in Control Agreements" fit into your overall
compensation objectives and strategy and a ffect the decisions you made regarding
other compensation elements.

13. You disclose that the lump sum cash se verance payments range from 2 to 2.99
times the sum of the applicable executiv e’s base salary and annual bonus amount,
and that the period of time in which th e executive has continue d participation in
the benefit plans, and the receipt of additional years of service credit under the retirement plans, ranges from 2 to 3 y ear periods.  Please discuss and analyze how
these ranges and periods were negotiated and how and why the severance payment multiples and the credit years of service were agreed to by the company and why they vary among the named executive officers.  Provide similar disclosure as it relates to the change in control arrangements.

Corning Incorporated
August 21, 2007 Page 5

14. Please include the definition of the term “ good reason” as it relates to Mr. Weeks’
severance agreement.  With respect to the change in control arrangements, please include the definition of each defined term that is material to an understanding of
the events and circumstances that will trigger payments and the vesting provisions under the change in control agreements.

Termination Scenarios, page 44

15. Please disclose the aggregate of the amount s payable for each situation that would
generate a payout.

Director Summary Compen sation Table, page 48

16. Please disclose the aggregate number of stock awards and the aggregate number
of option awards outstanding for each direct or at fiscal year end.  Refer to the
Instruction to Item 402(k)(2)(iii) and (iv) of Regulation S-K.

17. Please include the annual costs and paymen ts and promises of payment pursuant
to the director legacy programs and si milar charitable award programs for each
director under the “All Other Co mpensation” column.  Refer to
Item 402(k)(2)(vii) of Regulation S-K and Instruction 1 thereto.

Related Party Policy and Procedures, page 56

18. Provide the information required by Item 404( b) of Regulation S-K.  For example,
describe your policies and procedures for the review, approval, or ratification of
any transaction required to be reported under Item 404(a), including, to the extent
applicable, the material features  described in Item 404(b)(1).

 Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

 When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

Corning Incorporated
August 21, 2007 Page 6
• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3635 with any questions.

Sincerely,

Tim Buchmiller
Senior Attorney