SecProbe.io

July 14 , 2014

Via E -mail
Mr. James B. Flaws
Chief Financial Officer
Corning Incorporated
One Riverfront Plaza
Corning , New York 14831

RE: Corning Incorporated
Form 10-K for the Year E nded December  31, 2013
Filed February 10, 2014
Form 10 -Q for the Period Ended March 31 , 201 4
Filed April 28, 2014
  File No. 1-3247

Dear Mr. Flaws :

We have reviewed your response letter dated June 13, 2014 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by providing th e 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 circumstances, please tell us why in your response.

After r eviewing the information you provide in response to these comments, we may
have additional comments.

Form 10 -K for  the Year Ended December 31, 2013

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 fut ure filings, including your interim filings.

Mr. James B. Flaws
Corning Incorporated
July 14 , 2014
Page 2

 Financial Statements

Notes to the Financial Statements

Note 13.  Employee Retirement Plans, page 112

2. We note your response to comment 11 of our letter dated May 22, 2014.  For  the same
reasons noted that you provide  weighted average assumptions separately for U.S. and
foreign plans, it remains unclear why you did not provide the remaining plan disclosures
required by ASC 715 -20-50-1 for your  foreign plans.  In this regard, we note that the
benefit obl igation of the foreign pension plans constitutes 22% of your total benefit
obligation.  Refer to ASC 715 -20-50-4.

Form 10 -Q for the Period Ended March 31, 2014

Note 5.  Income Taxes, page 12

3. We note your response to comment 12  of our letter dated May 22, 2014.  Please tell us
the expected terms of the loan agreement that you will enter into with a foreign affiliate.
Your response should include the amount of the expected loan in relation to the total
amount of foreign earnings  indefinitely reinvested in the particular country as well as the
repayment terms.  Please tell us how you determined that this loan would not have any
impact on your conclusion that these foreign earnings will be indefinitely reinvested
pursuant to ASC 74 0-30-25-17.

Note 10.  Acquisition, page 15

Acquisition of remaining interests in Samsung Corning  Precision Materials (page 15)

4. We note your response to comment 13 of our letter dated May 22, 2014.  Please address
the following:
 Please help us underst and your basis for determining with the support of third party
valuation specialists that there is no control premium associated with the acquisition;
 We note the table showing the fair value of the acquired net assets.  Please explain
why you have includ ed the settlement  of the pre -existing contract given the guidance
in ASC 805 -10-55-20 through 55 -23 as well as ASC 805-10-55-30 through 55 -32;
 Please reconcile the table showing the fair value of the acquired net assets to your
revised proposed disclosures .  For example, please address why you refer to a net
consideration transferred of $1.7 billion in your proposed disclosures given total
implied consideration transferred in your table on page 21 is $1.6 billion;
 With reference to the amounts reflected in the table  on page 21 , please explain how
you determined the $394 million gain.  In this regard, your table currently reflects a
$2.139 billion fair value of equity investment and your proposed disclosures state that

Mr. James B. Flaws
Corning Incorporated
July 14 , 2014
Page 3

 the book value of this equity investment  as of the acquisition date was $2.1 billion
and the amount released from AOCI was $140 million; and
 It appears that the significant difference in the carrying value of your investment in
Samsung Corning Precision Materials since December 31, 2013 was due to the
dividend that you received.  Please highlight this in your disclosures as well as
discuss in your disclosures how you accounted for the dividend in your financial
statements.

5. We note your response to comment 14 of our letter dated May 22, 2014.  Yo ur response
does not appear to address the guidance in ASC 805 -10-55-20 through 55 -23 as well as
ASC 805-10-55-30 through 55 -32 in that it does not appear that you have separately
accounted for the settlement of the technology license agreement from the bu siness
combination.  Please advise.  In addition, it is not clear why your current proposed
disclosures indicate that you determined the fair value of Samsung Corning Precision
Material’s equity by including a $320 million asset for their favorable contrac t with you .
Please advise or revise your disclosures as necessary.

Note 16.  Shareholders’ Equity

Fixed Rate Cumulative Convertible Preferred Stock, Series A, page 23

6. We note your response to comment 16 of our letter dated May 22, 2014.  Please disclose
the nature of the dilution adjustments that would impact the conversion rate of the
preferred stock.  Please help us better understand the nature of the adjustments for tax
reasons and how you determined that these adjustments would also not preclude the
conversion feature from being considered indexed to your stock pursuant to ASC 815 -40-
15.  In regards to your consideration of ASC 815 -40-15-7H, please help us better
understand the nature of the provisions that allow you to adjust the conversion price on a
discretionary basis.  Please confirm that the provisions would only allow you to modify
the terms provided that such modification benefits Samsung Display.

You may con tact Edward M. Kelly, Attorney,  at (202) 551 -3728  or, in his absence, Erin
Jaskot, Attorney, at (202) 551 -3442  if you have any questions regarding legal matters.  Please
contact Nudrat Salik, Staff Accountant, at (202) 551 -3692  or, in her absence, Jeanne B aker,
Assistant Chief  Accountant, at (202) 551 -3691 if you have questions regarding comments on the
financial statements and related matters.

Sincerely,

       /s/ Terence O ’Brien

Terence O’Brien
       Accounting Branch Chief