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May 22, 2009

Securities and Exchange Commission

450 Fifth Street, N.W., Stop 4-5

Washington, D.C.  20549

            Re:

            Form 10-K for the fiscal year ended December 31, 2008

File No. 1-3247

Ladies and Gentlemen:

We are responding to the comments in the Securities and Exchange Commission (the “Staff”) letter dated April 24, 2009 to Mr. James B. Flaws of Corning Incorporated (“Corning”).  For your convenience, we have included the Staff’s comments below followed by our related response.

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.

Company response

As noted below, we will include revised or additional disclosures in our Form 10-Q for the second quarter of 2009 and subsequent filings, as appropriate.  For your convenience, new disclosures and additions to previously-made disclosures have been underlined.

Management’s Discussion and Analysis, page 21

            2.

            You discuss the impact of the global economic environment on your 2008 results as well as the expected impact for 2009 in terms 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 the recoverability of your assets.  Detailed rather than general disclosures regarding these risks and exposures would provide investors with the appropriate information to make this evaluation.  We believe that it is important to provide investors with information to help them evaluate the current assumptions underlying your impairment assessment relative to your current market conditions and your peers to enable them to attempt to assess the likelihood of potential future impairments.  You should consider providing additional quantitative disclosures related to each type of potential impairment charge, including charges related to short-term investments, equity method investments, property, goodwill and other intangible
assets.  Please consider disclosing whether there are more risks and exposures related to certain assets which make it more likely for them to be impaired;

- 1 -

            •

            Your outlook for the Display Technologies segment provides quantitative disclosures regarding the expected impact of the global recession on 2009 net sales.  We encourage you to consider providing similar quantitative disclosures for your other segments.  Please also consider discussing the expected impact of 2009 net sales on your profitability; and

            •

            You discuss the extent to which each segment has concentrated customer bases.  Please consider discussing whether the global economic environment has notably impacted any of your significant customers which has or could also impact your net sales, profitability, and/or liquidity.

Company response (first bullet point)

Regarding Item 303(a)(1), on page 37 of Management’s Discussion and Analysis, we disclosed that we have adequate sources of liquidity and we are confident in our ability to generate cash to meet existing or reasonably likely future cash requirements.  Regarding Item 303(a)(2), we disclosed our only material commitment for capital expenditures on pages 22 and 34 of Management’s Discussion and Analysis where we identified approximately $525 million of our 2009 capital spending plan related to commitments made in 2008.  To address possible changes to equity, we disclosed our existing share repurchase program and noted that we did not intend to make further share repurchases until economic conditions and Corning’s cash flow performance improve.

To be responsive to the Staff’s comments, we will add the following language to Management’s Discussion and Analysis in our next quarterly filing and in future filings to more clearly address Items 303(a)(1) and (2) of Regulation S-K, as appropriate:

Management Assessment of Liquidity

Management is not aware of any known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in a material increase or decrease in our liquidity.  In addition, other than items discussed, there are no known material trends, favorable or unfavorable, in our capital resources and no expected material changes in the mix and relative cost of such resources.

Company response (second bullet point)

In response to the Staff’s question about disclosures related to the recoverability of assets, we will add specific disclosures which address the recoverability of and describe our review for the impairment of short-term investments, equity method investments, property, goodwill and other intangible assets elsewhere in this letter.  Impairment of short-term investments is addressed in our response to question 6.  Impairment of equity method investments is addressed in our response to questions 8 and 9.  Impairment of property, goodwill, and other intangible assets is addressed in questions 3, 4, and 5.  Although current market conditions may impact our businesses differently, our assessments indicate that the carrying values of our assets are recoverable.  We have indicated the risks associated with our analyses in each response.

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Company response (third bullet point)

The Staff has inquired about the global recession and its impact on our segments.  In our 2008 Form 10-K, in the outlook section for four of our five reportable operating segments, we disclosed that we expected performance to be negatively impacted by the global economic recession.  We routinely disclose forward-looking information in our SEC filings.  We generally disclose quantitative forward looking information for the net sales of our Display Technologies segment, which is our largest segment.  We provide either quantitative or qualitative forward looking information for the net sales of our other operating segments, and, when available, we provide forward looking market or industry data.  We do not provide forward looking information about the profitability of our operating segments.

Company response (fourth bullet point)

Regarding the potential impact of the global economic environment on our significant customers, we complete comprehensive reviews of our significant customers and their creditworthiness by analyzing their financial statements at least annually, and more frequently for customers where we have identified a measure of increased risk.  We closely monitor payments and developments which may signal possible customer credit issues.  In accordance with SOP 94-6, we disclose the concentrated customer bases of our operating segments in Management’s Discussion and Analysis and in accordance with SFAS 131, we disclose revenues from transactions with any customer that amounted to 10% or more of our total revenues in Note 4 (Significant Customers) to our consolidated financial statements.  Although we have not identified any material risks, other than the customer concentrations we have described, we will add the
following disclosure to Management’s Discussion and Analysis in our next quarterly filing and in future filings, as appropriate, to more clearly address the Staff’s concerns:

Operating Segments

Display Technologies

The Display Technologies segment has a concentrated customer base comprised of LCD panel and color filter makers primarily located in Japan and Taiwan.  For 2008, AUO, Chi Mei Optoelectronics Corporation, and Sharp Corporation, which individually accounted for more than 10% of segment net sales, accounted for 65% of total segment sales when combined.  Our customers face the same global economic dynamics as we do in this market.  We believe panel makers in Taiwan have been more significantly impacted by the current economic downturn given their relative size when compared to Korean panel makers who have a stronger presence in the end market for LCD products.  While we are not aware of any significant customer credit issues, our near-term sales and profitability would be impacted if any individual customers were unable to continue to purchase our products.

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Environmental Technologies

The Environmental Technologies segment sells to a concentrated customer base of manufacturers of catalyzers and emission control systems, who then sell to automotive and diesel engine manufacturers.  Although our sales are mainly to the emission control systems manufacturers, the use of substrates and filters is generally required by the specifications of the automotive and diesel engine manufacturers.  Our customers and their customers are experiencing the negative impact of the automotive and freight industry downturns.  In 2008, three customers of the Environmental Technologies segment, which individually accounted for more than 10% of segment net sales, accounted for 81% of total segment sales.  While we are not aware of any significant customer credit issues with our direct customers, our near-term
sales and profitability would be impacted if any individual customers were unable to continue to purchase our products.

Management Assessment of Liquidity

We complete comprehensive reviews of our significant customers and their creditworthiness by analyzing their financial statements at least annually or more frequently for customers where we have identified a measure of increased risk.  We closely monitor payments and developments which may signal possible customer credit issues.  We currently have not identified any potential material impact on our liquidity resulting from customer credit issues.

Critical Accounting Estimates, page 39

Impairment of assets held for use, page 39

            3.

            You state that an impairment assessment requires the exercise of judgment in assessing the future use of and projected value to be derived from the impaired assets to be held and used.  We assume, given your inclusion of this item within your discussion of critical accounting estimates, that 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 insight on how you perform your impairment analysis of long-lived assets under SFAS 144.  Please consider including the following:

            •

            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 evaluate for these types 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 significant estimates and assumptions used to determine estimated future cash flows and fair value.  You should discuss how sensitive 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 carrying value was close to the fair value, including any asset groups with idle capacity, please consider disclosing the carrying value of the asset groups.

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Company response

As of December 31, 2008, our review did not identify any events or circumstances that indicated that the carrying value of our long-lived assets may not be recoverable.  As a result, we were not required to perform the undiscounted cash flow test under SFAS 144.  Although we were not required to perform the fair value assessment step under SFAS 144, we do not believe we have any instances where the carrying value of our long-lived assets is close to fair value.

In response to the Staff’s comments, presented below are the disclosures that will be provided in Critical Accounting Estimates in Management’s Discussion and Analysis in our next quarterly filing and in future filings, as appropriate:

Critical Accounting Estimates

Impairment of assets held for use

SFAS 144 requires us to assess the recoverability of the carrying value of long-lived assets when an indicator of impairment has been identified.  We review our long-lived assets in each quarter in which impairment indicators are present.  We must exercise judgment in assessing whether an event of impairment has occurred.

Examples of events or circumstances that may be indicative of impairments include:

            •

            A significant decrease in the market price of an asset;

            •

            A significant change in the extent or manner in which a long-lived asset is being used or in its physical condition;

            •

            A significant adverse change in legal factors or in the business climate that could affect the value of the asset, including an adverse action or assessment by a regulator;

            •

            An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of an asset;

            •

            A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of an asset; and

            •

            A current expectation that, more likely than not, an asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

For purposes of recognition and measurement of an impairment loss, a long-lived asset or assets is grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.  We must exercise judgment in assessing the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.  For the majority of our reporting segments, we concluded that locations or businesses which share production along the supply chain must be combined in order to appropriately identify cash flows that are largely independent of the cash flows of other assets and liabilities.

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For long-lived assets, when impairment indicators are present, we compare estimated undiscounted future cash flows to the assets’ carrying value to determine if the asset group is recoverable.  This assessment requires the exercise of judgment in assessing the future use of and projected value to be derived from the assets to be held and used.  Assessments also consider changes in asset utilization, including the temporary idling of capacity and the expected timing for placing this capacity back into production.  If there is an impairment, a loss is recorded to reflect the difference between the assets’ fair value and carrying value.  This may require judgment in estimating future cash flows and relevant discount rates and residual values in estimating the current fair value of the impaired assets to be held and used.

The fair value of long-lived assets is determined using an “income approach” that starts with the forecast of all the expected future net cash flows.  Some of the more significant estimates and assumptions include: market size and growth, market share, projected selling prices,