SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
April 24, 2009

Via U.S. mail and facsimile

Mr. James B. Flaws Vice Chairman & Chie f Financial Officer
Corning Incorporated One Riverfront Plaza
Corning, New York 14831
  RE: Form 10-K for the fiscal year ended December 31, 2008
   File No. 1-3247   Dear Mr. Flaws:    We have reviewed these filings a nd have the following comments.  If you
disagree with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your  disclosure.  After reviewing this
information, we may or may not raise additional comments.   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 filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

General

1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like.  These revisions should be included in your future filings.

Mr. James B. Flaws
April 24, 2009
Page 2 of 6   Management’s Discussion and Analysis, page 21

 2. You discuss the impact of the global ec onomic environment on your 2008 results as
well as the expected impact for 2009 in te rms of sales and profitability.  Please
expand your discussion to address the following:
• Please also address the expected impact  of the global economic environment on
your liquidity and capital resources.  Refer to Items 303(a)(1) and (2) of
Regulation S-K;
• Please consider what additional quantitative disclosures can be provided to
convey to investors the current and ongoing risks related to th e recoverability of
your assets.  Detailed rather than gene ral disclosures regarding these risks and
exposures would provide investors with th e appropriate information to make this
evaluation.  We believe that it is import ant to provide investors with information
to help them evaluate the current assumptions underlying your impairment
assessment relative to your current mark et conditions and your peers to enable
them to attempt to assess the likelihood of potential future impairments.  You
should consider providing a dditional quantitative disclosu res related to each type
of potential impairment charge, including charges related to short-term investments, equity method investment s, property, goodwill a nd other intangible
assets.  Please consider disclosing whet her there are more risks and exposures
related to certain assets which make it more likely for them to be impaired;
• Your outlook for the Display Technol ogies segment provides quantitative
disclosures regarding the expected im pact of the global recession on 2009 net
sales.  We encourage you to consider  providing similar quantitative disclosures
for your other segments.  Please also cons ider discussing the expected impact of
2009 net sales on your profitability; and
• You discuss the extent to which each segm ent has concentrated customer bases.
Please consider discussing whether the global economic environment has notably
impacted any of your significant customer s which has or could also impact your
net sales, profitability, and/or liquidity.
 Critical Accounting Estimates, page 39

 Impairment of Assets Held for Use, page 39

 3. You state that an impairment assessmen t requires the exercise of judgment in
assessing the future use of a nd projected value to be derived from the impaired assets
to be held and used.  We assume, give n your inclusion of this item within your
discussion of critical accounting estimates, th at this requires estimating future cash
flows and relevant discount rates and terminal values to estimate the current fair value of the assets to be held and used.  In  this regard, please expand your critical
accounting policy to provide additional insi ght on how you perform your impairment
analysis of long-lived assets under SFAS 144.  Pleas e consider including the
following:

Mr. James B. Flaws
April 24, 2009
Page 3 of 6
• Please disclose how you determine when long-lived assets should be tested for
impairment, including what types of events and circumstances indicate
impairment, and how frequently you eval uate for these type s of events and
circumstances;
• Please disclose what consideration you gave to assets that have been idled
including those assets that you discuss on page 14 that were temporarily idled in
the Display Technologies segment;
• Please expand your discussion of the signi ficant estimates and assumptions used
to determine estimated future cash flow s and fair value. You should discuss how
sensitive the fair value estimates are to  each of these significant estimates and
assumptions and whether certain estimates  and assumptions are more subjective
than others; and
• For any asset groups for which the carryi ng value was close to  the fair value,
including any asset groups with idle capacity, please  consider disclosing the
carrying value of the asset groups.
  Financial Statements

 Notes to the Financial Statements

 Note 1.  Summary of Significant Accounting Policies

 Property, Net of Accumula ted Depreciation, page 62

 4. You state that manufacturing equipment includes certain components of production equipment that are coated with or constructe d of precious metals and that these metals
have an indefinite useful life because they wi ll be returned to their elemental state and
reused or sold.  Please clarify whether you have property recorded with indefinite
useful lives.  If so, please disclose the amount  of property with indefinite useful lives
and, if material, how you test th ese assets for impairment.
 Goodwill and Other Intangible Assets, page 62

 5. In the interest of providing readers with a better insight into management’s judgments
in accounting for goodwill, please disclose the following in the notes to the financial
statements or in critic al accounting estimates:
• The reporting unit level at which you test  goodwill for impairment and your basis
for that determination;
• Each of the valuation methodologie s used to value goodwill (if multiple
approaches are used), including sufficien t information to enable a reader to
understand how each of the methods used differ, the assumed benefits of a valuation prepared under each method, a nd why management selected these
methods as being the most meaningful for the company in preparing the goodwill
impairment analyses;

Mr. James B. Flaws
April 24, 2009
Page 4 of 6
• How you weight each of the methods used including the basis for that weighting
(if multiple approaches are used);
• Address your consideration of the recu rring losses recorded in the Specialty
Materials segment in your impairment analysis.  We note that this segment
recorded losses before minority interest  and equity earnings in the year ended
December 31, 2008 and December 31, 2007; and
• To the extent the estimated fair value of your reporting units do not materially
exceed your carrying amount, please disc lose these amounts and address the
following:
o Better discuss your estimates and assu mptions regarding the duration of
the ongoing economic downturn and the pe riod and strength of recovery;
o If applicable, how the assumptions and methodologies used for valuing
goodwill in the current year have change d since the prior year highlighting
the impact of any changes;
o A qualitative and quantitative description of the material assumptions used
and a sensitivity analysis of t hose assumptions based upon reasonably
likely changes; and
o How the assumptions and methodologies used for valuing goodwill in the current year have changed since the pr ior year highlighting the impact of
any changes.

Note 3.  Short-term Investments, page 66

 6. You recorded other-than-temporary impairments related to financial industry securities and asset-backed debt se curities during 2008.  Please expand your
disclosure related to your investments held and impairment analyses to provide all the
disclosures required by FSP 115-2.
 Note 6.  Income Taxes, page 67

 7. You concluded that it was more likely than not that you would rea lize substantially all
of your U.S. deferred tax assets because you expect to generate sufficient levels of
income in the U.S.  Please expand your disclosure as follows:
• Please describe the nature of the negativ e evidence you considered in addition to
the positive evidence, which you disclose, in reaching this conclusion.  Please
disclose how the evidence was weighted;
• Please discuss any significant estimates a nd assumptions used in your analysis;
• Please disclose the amount of pre-tax income  that you need to generate to realize
the deferred tax assets;
• Please include an explanation of the antic ipated future trends included in your
projections of future taxable income.  C onfirm to us that the anticipated future
trends included in your assessment of the realizability of your deferred tax assets
are the same anticipated futu re trends used in estimating the fair value of your

Mr. James B. Flaws
April 24, 2009
Page 5 of 6
reporting units for purposes of testing goodwill for impairment and any other assessment of your tangible and intangi ble assets for impairment; and
• Please disclose that the deferred tax liabilities you are relying on in your
assessment of the realizability of your defe rred tax assets will reverse in the same
period and jurisdiction and are of the same  character as the temporary differences
giving rise to the deferred tax assets.
Refer to paragraphs 17 through 25 of SFAS 109.
 Note 7.  Investments, page 70

 8. You disclose that the proposed resolution of PCC asbestos claims under the Amended
PCC Plan requires you to cont ribute your equity interests in PCC and PCE and make
a fixed series of payments recorded at  present value on December 31, 2008.  Please
disclose the amounts recorded on your bala nce sheets related to your investments in
PCC and PCE.  Please also disclose what consideration you gave as to whether these
investments were other than temporarily impaired pursuant to paragraph 19(h) of
APB No. 18.
 9. Given that equity method investments re present approximately 16% of your total
assets as of December 31, 2008, please provide  additional insight in your disclosures
on how you perform your impairment anal ysis, including how you determine when
there is an other than temporary impairment.

Note 11.  Debt, page 79

10. Your disclosures indicate that your debt agreement for the revolving credit facility contains covenants.  Please disclose here or elsewhere in the filing the specific terms
of any material debt covenants in your de bt agreements.  For any material debt
covenants for which it is reasonably likely that you will not be able to meet such
covenants, please disclose the required amounts/ratios as well as the actual
amounts/ratios as of each reporting date.  This will allow readers to understand how much cushion there is be tween the required amounts/ratios and the actual
amounts/ratios.  Please consider showing the sp ecific computations used to arrive at
the actual amounts/ratios with  corresponding reconciliations  to US GAAP amounts, if
necessary.  See Sections I.D and IV.C of the SEC Interpretive Release No. 33-8350
and Question 10 of our FAQ Regarding the Use of Non-GAAP Financial Measures
dated June 13, 2003.  Please also disclose if  there are any stated events of default
which would permit the lenders to accelerate the debt if not cure d within applicable
grace periods or any cross default provisions in your debt agreements.

*    *    *    *

Mr. James B. Flaws
April 24, 2009 Page 6 of 6     Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed 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.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
If you have any questions regarding these comments, please direct them to Nudrat
Salik, Staff Accountant, at (202)  551-3692 or, in her absence, to Jeanne Baker, Assistant
Chief Accountant, at (202) 551-3691.

       S i n c e r e l y ,             R u f u s  D e c k e r         A c c o u n t i n g  B r a n c h  C h i e f