SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

March 30, 2011
 Mr. James B. Flaws Vice Chairman and Chief Financial Officer Corning Incorporated One Riverfront Plaza Corning, NY  14831
 RE: Corning Incorporated
Form 10-K for the Fiscal Ye ar ended December 31, 2010
  File No. 1-3247

Dear Mr. Flaws:

We have limited our review of your filing to those issues we have addressed in
our comments.  In some of our commen ts, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010

 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.
 Corning Incorporated Financial Statements, page 61

 Note 6 – Income Taxes, page 78

2. We note that you repatriated $1.1 billion of  current year earnings from certain
foreign subsidiaries during the fourth quart er of 2010.  In this regard, we have the
following comments:

Mr. James B. Flaws
Corning Incorporated March 30, 2011 Page 2 of 3
 Please tell us and revise your disclo sure to fully explain the reasons you
repatriated $1.1 billion of current year earnings from certain foreign
subsidiaries;
 Please tell us and revise your disclo sure to address how you concluded, in
light of your repatriation in the four th quarter of 2010, that you have the
ability and intent to invest $8.9 bi llion of accumulated foreign unremitted
earnings indefinitely as of Decemb er 31, 2010.  Please refer to ASC 740-30-
25-17 though 19; and
 Please clarify why the repatriation of $1.1 billion of current year earnings
from certain foreign subsidiaries resulted in a $265 million tax benefit for excess foreign tax credits.
 Dow Corning Corporation and Subsidiari es Financial Statements, page 116

 Consolidated Statements of Equity, page 122

3. Please revise your presentation to separa tely disclose comprehensive income
attributable to Dow Corn ing and comprehensive income attributable to
noncontrolling interest.  Refer to FA SB ASC 220-10-45-5 and ASC 810-10-50-
1A(a).

*    *    *    *

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 the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

In responding to our comments, please provide a written statement from the
company acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in their
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.

Mr. James B. Flaws
Corning Incorporated March 30, 2011 Page 3 of 3
You may contact Jeffrey Go rdon, Staff Accountant, at  (202) 551-3866 or, in his
absence, Jeanne Baker, Assistant Chie f Accountant, at (202) 551-3691 if you have
questions regarding these comments.         Sincerely,          Rufus Decker  Accounting Branch Chief