SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Via U.S. Mail and Facsimile (607/974-2009)

Mail Stop 4631         May 13, 2010  James B. Flaws Vice Chairman and Chief Financial Officer Corning Incorporated One Riverfront Plaza Corning, New York 14831

Re: Corning Incorporated
 Form 10-K for the year ended December 31, 2009
Filed February 10, 2010    Definitive Proxy Statement filed March 15, 2010    Form 10-Q for the quarterly  period ended March 31, 2010
Filed April 30, 2010
 File No. 001-03247

Dear Mr. Flaws:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

James B. Flaws
Corning Incorporated
May 13, 2010 Page 2
Form 10-K

 Exhibits 31.1 and 31.2

1. In future filings, please file the certifications exactly as set forth in Item 601(b)(31)(i) of Regulation S-K.  In this  regard, we note that you should not: (i)
replace the word “control” with “controls” in section 4(b) and (ii) replace the words “the registrant’s most recent fiscal quarter (the registra nt’s fourth fiscal
quarter in the case of an annual report) ” with “the period covered by the annual
report” in section 4(d).

Definitive Proxy Statement

 Compensation Risk Analysis, page 26

2. We note your disclosure in response to Item 402(s) of Regulation S-K.  Please
provide us with a description of the process you undertook to reach the conclusion that your compensation polic ies and practices do not create risks that are
reasonably likely to have a materi al adverse effect  on your company.
 Compensation Discussion and Analysis, page 26

Role of the Compensation Committee, page 33

3. With a view towards future disclosure, plea se provide us with a description of the
nature and scope of the assignment th at your compensation committee gave to
Hewitt Associates, as well as the materi al elements of any instructions or
directions given to Hewitt Associates with respect to the performance of their duties under the engagement.  Please refer to Item 407(e)(3)(iii) of Regulation S-
K.

Provide a Competitive Base Salary, page 30

How Corning Uses Executive Compensation Surveys, page 31

4. With a view towards future disclosure, please tell us where your chief executive
officer’s actual total direct compensati on fell with respect to the approximate
median value you used for his targ et total direct compensation.

Form 10-Q

General

5. In future filings, please EDGAR file the exhibits to the Form 10-Q as separate
documents and not as part of the Form 10-Q document.

James B. Flaws
Corning Incorporated May 13, 2010 Page 3
 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d 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.
  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 the
filing;
‚ 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 advise d that the Division of Enfo rcement 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.     Please contact Sherry Haywood, Staff A ttorney at (202) 551-3345 or Dietrich
King at (202) 551-3338 with any questions.
Sincerely,
    Pamela Long
Assistant Director