SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 27, 2026

Edward Schlesinger
Chief Financial Officer
Corning Incorporated
One Riverfront Plaza
Corning, NY 14831

 Re: Corning Incorporated
 Response Dated July 25, 2025
 File No. 001-03247
Dear Edward Schlesinger:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Corning
 Incorporated
 Corning,
 NY 14831
 t
 607-974-9000

 www.corning.com

 Confidential treatment requested by Corning Incorporated

 GLW-001

 [***] - Information omitted and provided under separate cover
to the Staff pursuant to Rule 83 (17 C.F.R. §200.83)

 April
10, 2026

 VIA
EDGAR TRANSMISSION

 Division
of Corporation Finance

 Office
of Manufacturing

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
DC 20549

 Attention:
Melissa Gilmore and Kevin Woody

 Re:
 Corning Incorporated

 Form 10-Q for the Period Ended March 31, 2025

 Filed May 2, 2025

 File No. 001-03247

 Dear
Ms. Gilmore and Mr. Woody:

 We
are responding to the comment from the Staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange
Commission (the "SEC") in the letter dated February 26, 2026 to Mr. Edward Schlesinger of Corning Incorporated (the "Company",
"Corning", "we" or "our"), relating to the above-referenced filing and the Company's prior
response letters dated (i) June 20, 2025 in response to the Staff's letter dated June 9, 2025, (ii) July 14, 2025 in response to
the Staff's letter dated July 1, 2025, and (iii) September 25, 2025 in response to Staff's letter dated August 27, 2025.
The Staff's comment is set forth below in bold, followed by our related response.

 All
terms used but not defined herein have the meanings assigned to such terms in the Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2025 or the Company's prior response letters, as applicable.

 Pursuant
to 17 C.F.R. §200.83 ("Rule 83"), the Company requests confidential treatment for certain portions of this letter that
have been redacted from the version filed via the SEC's EDGAR system and marked with "[***] - INFORMATION OMITTED AND PROVIDED
UNDER SEPARATE COVER TO THE STAFF PURSUANT TO RULE 83 (17 C.F.R. §200.83)," and that such information be maintained in confidence,
not be made part of any public record and not be disclosed to any person, including in response to any request under the Freedom of Information
Act, 5 U.S.C. § 552. An unredacted version of this letter is being provided to the SEC under a separate cover along with the request
for confidential treatment under Rule 83.

 Response
Letter dated February 26, 2026

 Response
to Comment 1

 1. We
note your response to prior comment 1 regarding the constant-currency adjustment made in calculating your non-GAAP
core performance measures. We also note that this

 Corning
 Incorporated
 Corning,
 NY 14831
 t
 607-974-9000

 www.corning.com

 Confidential treatment requested by Corning Incorporated

 GLW-002

 [***] - Information omitted and provided under separate cover
to the Staff pursuant to Rule 83 (17 C.F.R. §200.83)

 adjustment is
 based on long-term management-determined rates, which are closely aligned with your hedging instrument rates.
 Please revise to remove this non-GAAP adjustment as it appears to be inconsistent with Rule 100(b) of Regulation G.

 The
Company has engaged in an extensive written and verbal dialogue with the Staff regarding the constant-currency adjustment used in calculating
its non-GAAP core performance measures, which utilizes core rates derived from the weighted average of the Company's hedge rates.
The Company believes this adjustment has provided, and continues to provide, meaningful supplemental information to investors by illustrating
operating performance within a stable currency environment similar to the environment established by the Company's foreign currency
risk management program.

 However,
the Company has considered the perspective communicated by the Staff during our ongoing discussions regarding the presentation of the
constant-currency adjustment, specifically the Staff's view that applying hedge-derived rates to total foreign currency exposure,
where hedge coverage may be less than 100% could be inconsistent with Rule 100(b) of Regulation G. While the Company respectfully maintains
that its presentation was not designed or intended to suggest that all foreign currency exposures were fully hedged, in future filings
the Company will no longer use this non-GAAP adjustment.

 Accordingly,
as discussed with the Staff during a call on March 19, 2026, in future filings the Company will use a new non-GAAP adjustment as described
and set forth in further detail below.

 Proposed
New Presentation

 The
Company continues to believe that it is useful to provide meaningful supplemental information to investors illustrating operating performance
within the environment established by the Company's foreign currency risk management program. The proposed new presentation will
include a new non-GAAP adjustment for hedged exposures. In calculating its adjustment for hedged exposures, the Company will apply its
hedge rates only to the hedged portion of its foreign currency exposure. The remaining unhedged portion will not be adjusted and will
continue to be reflected at the exchange rates used in the Company's GAAP results during the reporting period. This results in non-GAAP
core performance measures that include an adjustment for the hedged foreign currency exposure measured at hedge rates (the "hedged
component") and will not include an adjustment for the unhedged foreign currency exposure (the "unhedged component"),
which remains fully reflected in such core measures in the same manner it is reflected in the most directly comparable GAAP measure.
The unhedged component is measured in accordance with ASC 830 and remains in the base GAAP numbers. Management believes the adjustment
for hedged exposures provides investors with useful supplemental information regarding operating performance that is aligned with the
environment established by the Company's foreign currency risk management program while providing transparency regarding the extent to
which foreign currency exchange rate movements are mitigated by that program.

 The
Company believes that this new presentation is responsive to the Staff's concerns regarding Rule 100(b) of Regulation G. By limiting
application of the adjustment to the hedged component and not adjusting the unhedged component, the revised presentation more precisely
aligns the non-GAAP methodology with the scope of the Company's hedging program, consistent with the Company's existing disclosure that
it may not be 100% hedged.

 Corning
 Incorporated
 Corning,
 NY 14831
 t
 607-974-9000

 www.corning.com

 Confidential treatment requested by Corning Incorporated

 GLW-003

 [***] - Information omitted and provided under separate cover
to the Staff pursuant to Rule 83 (17 C.F.R. §200.83)

 In
addition to disclosure explaining the new presentation, in future filings, the Company will separately disclose, for each relevant foreign
currency, the portion of underlying foreign currency exposure that is hedged under the Company's foreign currency risk management program
for the period presented. As a result, the new presentation will include enhanced disclosure regarding the percentage of exposure hedged
by currency, providing investors with direct visibility into the extent of hedge coverage, which underlies the new adjustment for hedged
exposures.

 The
treatment of other hedging-related adjustments in our core performance measures, including translation gains or losses on foreign-denominated
debt and translated earnings contract gains or losses, remains consistent with prior practice. Specifically, the realized and unrealized
gains or losses from our derivative and non-derivative hedging instruments are excluded from our core performance measures in our GAAP
to core reconciliation because the adjustment for hedged exposures already reflects the underlying currency rates related to these instruments.
This ensures that the impact of these items is reflected only once and that there is no double counting between the adjustment for hedged
exposures and these items.

 For
the Staff's reference, pro forma example disclosure regarding the new presentation reflecting the Company's proposed new
adjustment is attached as Appendix A . Please note that in the interest of promptly responding to the Staff, certain estimates
for the quarter ended March 31, 2026 have been used in the preparation of the illustrative excerpts in Appendix A as the Company's
first quarter financial books are not yet closed.

 To
provide the Staff with additional context for the pro forma adjustments for hedged exposures that you will see in the presentation set
forth in Appendix A, we have also provided the tables below, which reflect the underlying calculations for the adjustments.

 The
calculations underlying the adjustment for hedged exposures used in the calculation of core net sales is reflected below on a pro forma
basis:

 Pro
 Forma Q1 2026 Core Net Sales Adjustment for Hedged Exposures Calculation

 A
 B
 C
 D
 = (A/B)-
(A/C)
 E
 D*E

 Currency
 Core
 Net Sales
 Currency
 Exposure
 (millions)
 Hedge

 Rate
 GAAP

 Spot Rate
 Adjustment
 for
 Total Exposure
 (millions)
 Percentage

 of Total
 Exposure
 Hedged
 Core
 Net Sales
Adjustment for
Hedged Exposures

 JPY
 ¥[***]
 ¥[***]
 ¥[***]
 $[***]

 [***]%
 $[***]

 KRW
 ₩[***]
 ₩[***]
 ₩[***]
 $[***]

 [***]%
 $[***]

 CNY
 ¥[***]
 ¥[***]
 ¥[***]
 $[***]

 [***]%
 $[***]

 TWD
 NT$[***]
 [***]
 [***]
 $[***]

 [***]%
 $[***]

 EUR
 €[***]
 €[***]
 €[***]
 $[***]
 [***]%
 $[***]

 MXN
 MXN[***]
 [***]
 [***]
 $[***]
 [***]%
 $[***]

 $[***]
 Total
 $ [***]

 Corning
 Incorporated
 Corning,
 NY 14831
 t
 607-974-9000

 www.corning.com

 Confidential treatment requested by Corning Incorporated

 GLW-004

 [***] - Information omitted and provided under separate cover
to the Staff pursuant to Rule 83 (17 C.F.R. §200.83)

 The
calculations underlying the adjustment for hedged exposures used in the calculation of core income before income taxes is reflected below
on a pro forma basis:

 Pro
 Forma Q1 2026 Core Income Before Income Taxes Adjustment for Hedged Exposures Calculation

 A
 B
 C
 D
 = (A/B)-
 (A/C)
 E
 D*E

 Currency
 Core
 Income
 Before
 Income Taxes
 Currency
 Exposure
 (millions)
 Hedge

Rate
 GAAP

Spot Rate
 Adjustment
for
 Total Exposure
 (millions)
 Percentage

 of
Exposure
 Hedged
 Core
Income
Before Income
Taxes Adjustment
 for Hedged
 Exposures

 JPY
 ¥[***]
 ¥[***]
 ¥[***]
 $[***]

 [***]%
 $[***]

 KRW
 ₩[***]
 ₩[***]
 ₩[***]
 $[***]
 [***]%
 $[***]

 CNY
 ¥[***]
 ¥[***]
 ¥[***]
 $[***]
 [***]%
 $[***]

 TWD
 NT$[***]
 NT$[***]
 NT$[***]
 $[***]
 [***]%
 $[***]

 EUR
 €[***]
 €[***]
 €[***]
 $[***]
 [***]%
 $[***]

 MXN
 MXN[***]
 MXN[***]
 MXN[***]
 $[***]

 [***]%
 $[***]

 $[***]
 Total
 $ [***]

 The
adjustment for core income before income taxes is then tax effected and divided by the diluted weighted average shares outstanding to
result in the adjustment used for core earnings per share, consistent with the approach used in our prior constant-currency adjustment,
which we describe further in our letter dated September 25, 2025.

 To
provide the Staff with further context in comparing the adjustment for hedged exposures to our prior constant-currency adjustment, below
we have presented our pro forma core performances measures for the three months ended March 31, 2026, reflecting (i) the prior constant-currency
adjustment and (ii) the new adjustment for hedged exposures.

 Three
 months ended
March 31, 2026

 Constant-
Currency

 Adjustment
 Adjustment

 for Hedged
 Exposures

 Impact
 of
 Change

 Core net sales
 $[***]
 $[***]

 $[***]

 Core net income
 $[***]
 $[***]

 $[***]

 Core earnings
 per share
 $[***]
 $[***]

 $[***]

 The
Company intends to implement the revised presentation on a prospective basis. Out of respect for the Staff's review process, the
Company does not plan to include the revised presentation in a document filed with the SEC or otherwise publicly disclosed until the
Staff has had the opportunity to evaluate this response and share any additional feedback or questions it may have.

 Corning
 Incorporated
 Corning,
 NY 14831
 t
 607-974-9000

 www.corning.com

 Confidential treatment requested by Corning Incorporated

 GLW-005

 [***] - Information omitted and provided under separate cover
to the Staff pursuant to Rule 83 (17 C.F.R. §200.83)

 If
the Staff has additional questions or would find it helpful to discuss the revised presentation in more detail, we would be pleased to
arrange a follow-up call at the Staff's convenience.

 *
* * * *

 Please
direct questions regarding this response to me at (607) 974-5843.

 Sincerely,

 /s/ Edward A. Schlesinger

 Executive Vice President and Chief Financial Officer

 cc:
 Wendell P. Weeks, Chairman and Chief Executive Officer

 Lewis A. Steverson, Vice Chairman, Executive Vice President and Chief Legal &

 Administrative Officer

 Michaune Tillman, Senior Vice President and General Counsel

 Stefan Becker, Senior Vice President, Finance and Corporate Controller

 Marco Carducci, PricewaterhouseCoopers LLP

 Joel Trotter, Latham & Watkins LLP

 Corning
 Incorporated
 Corning,
 NY 14831
 t
 607-974-9000

 www.corning.com

 Confidential treatment requested by Corning Incorporated

 GLW-006

 [***] - Information omitted and provided under separate cover
to the Staff pursuant to Rule 83 (17 C.F.R. §200.83)

 Appendix
A

 Pro-Forma
First Quarter 2026 Presentation and Disclosure

 CORE
PERFORMANCE MEASURES

 In
managing the Company and assessing our financial performance, we supplement certain measures included in our consolidated financial statements
by excluding specific items to arrive at non-GAAP financial measures (our "core performance measures"). Core performance measures
include an adjustment for hedged exposures to adjust for the impact of the Company's foreign currency risk management program with
respect to certain foreign currency exchange rate movements. Core performance measures also exclude effects of foreign currency exchange
rate movements and items that are non-recurring or otherwise unrelated to the Company's ongoing operations. These measures are intended
to supplement, and should not be viewed as a substitute for, the Company's GAAP financial measures.

 Management
uses core performance measures, together with GAAP financial measures, to evaluate operating performance, make financial and operational
decisions, and allocate resources. Management believes that core performance measures, when considered together with the Company's GAAP
results, provide investors with useful supplemental information by facilitating a functional view of operating results and providing
additional insight into factors and trends affecting the Company's performance.

 Items
excluded from certain core performance measures include realized and unrealized gains and losses on our undesignated foreign exchange
forward or option contracts and cross-currency swaps, which we refer to as our translated earnings contracts, and on the translation
of our foreign-denominated debt. Other excluded items include acquisition-related costs, certain discrete tax items and other tax-related
adjustments, restructuring, impairment and other charges and credits, certain litigation, regulatory and other legal matters, pension
mark-to-market adjustments, and other items that do not reflect the ongoing operating results of the Company.

 Effective
January 1, 2026, core performance measures also include an adjustment for hedged exposures. Because a significant portion of the Company's
revenues and expenses are denominated in currencies other than the U.S. dollar the Company maintains a foreign currency risk management
program whereby it hedges its foreign currency exposure to the Japanese yen, South Korean won, Chinese yuan, New Taiwan dollar, Mexican
peso and euro. Management utilizes an adjustment for hedged exposures for the Optical Communications, Display, Specialty Materials, Automotive
and Life Sciences segments to adjust for the 

CORRESP
 1
 filename1.htm

 Corning
 Incorporated
 t
 607-974-9000

 One
 Riverfront Plaza
 Corning,
 NY 14831
 www.corning.com

 March 12, 2026

 VIA EDGAR CORRESPONDENCE

 Office of Manufacturing

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Melissa Gilmore and Kevin Woody

 Re: Corning Incorporated

 Form 10-Q for the Period Ended March 31, 2025

 Filed May 2, 2025

 File No. 001-03247

 Dear Ms. Gilmore and Mr. Woody:

 As previously discussed, we wish to accept the
Staff's offer, made during our most recent discussion on February 26, 2026, for us to discuss these comments further with the Staff
prior to our next written response. We therefore request an extension of time to respond to your most recent comment letter and an opportunity
to have such a discussion.

 Please feel free to call me at (607) 974-5843 if you have any questions
regarding this matter.

 Sincerely,

 /s/ Edward Schlesinger

 Edward Schlesinger
Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 26, 2026

Edward Schlesinger
Chief Financial Officer
Corning Incorporated
One Riverfront Plaza
Corning, NY 14831

 Re: Corning Incorporated
 Response Dated July 25, 2025
 File No. 001-03247
Dear Edward Schlesinger:

 We have reviewed your September 25, 2025 response to our comment letter
and have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments. Unless
we note otherwise, any references to prior comments are to comments in our
August 27,
2025 letter.

Response Letter dated September 25, 2025
Response to Comment 1

1. We note your response to prior comment 1 regarding the constant-currency
adjustment
 made in calculating your non-GAAP core performance measures. We also
note that this
 adjustment is based on long-term management-determined rates, which are
closely
 aligned with your hedging instrument rates. Please revise to remove this
non-GAAP
 adjustment as it appears to be inconsistent with Rule 100(b) of
Regulation G.
 Please contact Melissa Gilmore at 202-551-3777 or Kevin Woody at
202-551-3629 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 February 26, 2026
Page 2

 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    Corning
    Incorporated
    Corning,
    NY 14831
    t
    607-974-9000

    www.corning.com

Confidential treatment requested by Corning Incorporated

GLW-001

[***] - Information omitted and provided under separate cover to the Staff pursuant to Rule 83 (17 C.F.R. §200.83)

September 25, 2025

VIA EDGAR TRANSMISSION

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Melissa Gilmore and Kevin Woody

    Re:
    Corning Incorporated

    Form 10-Q for the Period Ended March 31, 2025

    Filed May 2, 2025

    File No. 001-03247

Dear Ms. Gilmore and Mr. Woody:

We are responding to the comment from the Staff of
the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) in the
letter dated August 27, 2025 to Mr. Edward Schlesinger of Corning Incorporated (the “Company”, “Corning”, “we”
or “our”), relating to the above-referenced filing and the Company’s prior response letters dated (i) June 20, 2025
in response to the Staff’s letter dated June 9, 2025 and (ii) July 14, 2025 in response to the Staff’s letter dated July 1,
2025. The Staff’s comment is set forth below in bold, followed by our related response.

Pursuant to 17 C.F.R. §200.83 (“Rule 83”),
the Company requests confidential treatment for certain portions of this letter that have been redacted from the version filed via the
SEC’s EDGAR system and marked with “[***] - INFORMATION OMITTED AND PROVIDED UNDER SEPARATE COVER TO THE STAFF PURSUANT TO
RULE 83 (17 C.F.R. §200.83),” and that such information be maintained in confidence, not be made part of any public record
and not be disclosed to any person, including in response to any request under the Freedom of Information Act, 5 U.S.C. § 552. An
unredacted version of this letter is being provided to the SEC under a separate cover along with the request for confidential treatment
under Rule 83.

Response Letter dated July 14, 2025

Response to Comment 1

 1. We note your response to our prior comment 1. Please address the following:

 · Specifically describe for us how each specific
constant-currency adjustment is calculated for each of your non-GAAP measures (Core net sales, (loss) income before income taxes, net
(loss) income attributable to Corning Incorporated, etc.). Please provide to us the specific amounts included in the calculations for
the years ended December 31, 2024 and 2023, where these amounts are derived from and whether those amounts can be gleaned from the audited
numbers presented in your audited financial statements. Previously you described for us the exchange rates used and how they are determined
but provided few details of the

    Corning
    Incorporated
    Corning,
    NY 14831
    t
    607-974-9000

    www.corning.com

Confidential treatment requested by Corning Incorporated

GLW-002

[***] - Information omitted and provided under separate cover to the Staff pursuant to Rule 83 (17 C.F.R. §200.83)

remaining component(s) of the computation.
Within your response, please address whether the constant-currency adjustment, translation gain on Japanese yen-denominated debt, net
and translated earnings contract gain, net are interrelated.

 · Within your June 20 response, management
provided a general statement regarding its intent to “reflect the economic impact of our hedging actions and remove the volatility
associated with the currency fluctuations.” Please provide us with more detail regarding management’s intent and how the constant-currency
adjustment achieves that intent. As part of your response, address your disclosure stating that constant-currency rates are applied to
all periods presented and to all foreign exchange exposures during the period, with the exception of the Mexican peso, even though you
may be less than 100% hedged.

 · Lastly, please clarify the calculation
of item (2) translation of Japanese yen- denominated debt, net. For example, describe if the gains or losses are realized and/or unrealized
and if the amounts reflect any adjustments regarding any interest component.

For ease of reference, we have divided our response into sections (a),
(b) and (c) to address each portion of the Staff’s comment. Further, we have elected to address the second portion of the Staff’s
question first in order to provide helpful context for the other two responses.

 (a) Within your June 20 response, management provided a general statement regarding its intent to
“reflect the economic impact of our hedging actions and remove the volatility associated with the currency fluctuations.”
Please provide us with more detail regarding management’s intent and how the constant-currency adjustment achieves that intent.
As part of your response, address your disclosure stating that constant-currency rates are applied to all periods presented and to all
foreign exchange exposures during the period, with the exception of the Mexican peso, even though you may be less than 100% hedged.

As noted in our prior response letters, Corning operates globally
and is exposed to significant foreign currency risk due to the imbalance between the currencies in which we sell products and those in
which we incur expenses. This imbalance creates inherent exposure to exchange rate fluctuations that can significantly impact our reported
financial results.

To mitigate this risk, Corning maintains a hedging program that includes
foreign exchange forwards, option contracts, and foreign-denominated debt. We use these instruments to hedge our currency exposures for
multiple years at consistent exchange rates to establish greater stability in our U.S. dollar revenues, expenses and cash flows over multi-year
periods. The resulting stable currency environment supports long-term operational decision-making, allocation of capital and other resources,
and allows performance to be assessed on operational factors without the effects of short-term currency volatility.

Our constant-currency reporting is intended to report core performance
measures that are aligned with the stable currency environment provided by our hedging program. Specifically, we retranslate revenues
and expenses using our core rates, which are derived from the weighted average of hedge rates in place, rather than spot rates. Given
our hedge rates are intentionally kept consistent for extended periods to provide our operations with a stable currency environment for
as long as is practicable, our core rates likewise remain consistent for extended periods. The constant-currency adjusted measures included
in our public disclosures are the same core performance measures used internally by management for evaluating segment performance, allocating
resources, and determining incentive compensation. Presenting these measures to our investors, as a supplement to our GAAP results, provides
investors with the same views

    Corning
    Incorporated
    Corning,
    NY 14831
    t
    607-974-9000

    www.corning.com

Confidential treatment requested by Corning Incorporated

GLW-003

[***] - Information omitted and provided under separate cover to the Staff pursuant to Rule 83 (17 C.F.R. §200.83)

of operational results that management relies on internally and offers
an understanding of performance within the stable currency environment created by our hedging program.

We recognize that many companies present constant-currency information
by retranslating prior-period results using the current-period average exchange rates. Our methodology differs in that we apply hedge-derived
core rates that remain consistent across reporting periods, unless they no longer align with our hedge portfolio. We believe this approach
provides a meaningful view of our performance because it better reflects the stable currency environment created by our hedging program
in which our businesses are managed while allowing for a comparison of that performance over multi-year periods. This is especially important
given our significant and long-dated exposures to foreign currency risk, particularly to the Japanese yen in our Display segment.

We recognize that it is not practicable to hedge 100% of our foreign
currency exposures, given the dynamic nature of our operations. At the same time, Corning does not engage in speculative hedging and maintains
controls to avoid being over-hedged. We apply our constant-currency rates consistently across materially significant exposures, but do
not intend to suggest they reflect 100% hedge coverage at any point in time. Rather, our methodology uses hedge-derived rates as a proxy
for our stable currency environment, while maintaining the ability to compare our core results over an extended period. This allows management
to simultaneously review operational trends, evaluate the effectiveness of Corning’s hedging program in alignment with its risk
mitigation policies, and identify key growth drivers, while providing valuable insights regarding the performance of our businesses in
the face of the long-term development and investment cycles inherent in our businesses.

While we believe our current disclosures provide appropriate
context, we intend to enhance our future non-GAAP disclosures to further clarify that constant-currency rates are derived from our hedge
portfolio and applied consistently across significant exposures, but do not imply 100% hedge coverage of all exposures.

 (b) Specifically describe for us how each specific constant-currency adjustment is calculated for
each of your non-GAAP measures (Core net sales, (loss) income before income taxes, net (loss) income attributable to Corning Incorporated,
etc.). Please provide to us the specific amounts included in the calculations for the years ended December 31, 2024 and 2023, where these
amounts are derived from and whether those amounts can be gleaned from the audited numbers presented in your audited financial statements.
Previously you described for us the exchange rates used and how they are determined but provided few details of the remaining component(s)
of the computation. Within your response, please address whether the constant-currency adjustment, translation gain on Japanese yen-denominated
debt, net and translated earnings contract gain, net are interrelated.

Constant-Currency Adjustment Calculation

Subsections I through IV below provide a detailed description
of our constant-currency adjustment calculations with respect to Japanese yen, Korean won, Chinese yuan, New Taiwan dollar, euro, and
Mexican peso (our “core currencies”) for the years ended December 31, 2024 and 2023 for each of the core performance measures
included in our Annual Report on Form 10-K. Please note that constant-currency adjustments for the Mexican peso did not begin until January
1, 2024.

    Corning
    Incorporated
    Corning,
    NY 14831
    t
    607-974-9000

    www.corning.com

Confidential treatment requested by Corning Incorporated

GLW-004

[***] - Information omitted and provided under separate cover to the Staff pursuant to Rule 83 (17 C.F.R. §200.83)

 I. Core Net Sales

Calculation:

The constant-currency adjustment used in the calculation
of core net sales is calculated by dividing the net sales currency exposure amounts for each core currency by the applicable average spot
rates for each month in the period, then subtracting this value from the quotient of the net sales currency exposure amount divided by
the applicable core rate. This calculation is performed monthly for each of our core currencies.

2024 and 2023 Amounts:

For the years ended December 31, 2024 and 2023, the constant-currency
adjustment used in determining core net sales was $1,309 and $992 million, respectively.

The tables below disaggregate the total constant-currency
adjustments by currency and reflect the inputs to the calculation:

    A
    B
    C
    (A/C)-(A/B)

    Full-Year 2024: Net Sales
    Net Sales

Currency

Exposures

(millions)

    Spot

    Rate

    Core

    Rate

    Constant

    Currency Adj

    (millions)

    JPY
    ¥
    [***]
    ¥
    [***]
    ¥
    107
    $
    [***]

    KRW
    ₩
    [***]
    ₩
    [***]
    ₩
    1,175
    $
    [***]

    TWD
    NT$
    [***]
    NT$
    [***]
    NT$
    N/A
    $
    [***]

    CNY
    ¥
    [***]
    ¥
    [***]
    ¥
    6.7
    $
    [***]

    EUR
    €
    [***]
    €
    [***]
    €
    0.81
    $
    [***]

    MXN
    MX$
    [***]
    MX$
    [***]
    MX$
    20
    $
    [***]

    Total

    $
    1,309

    A
    B
    C
    (A/C)-(A/B)

    Full-Year 2023: Net Sales
    Net Sales

 Currency

 Exposures

 (millions)

    Spot

    Rate

    Core

    Rate

    Constant

 Currency Adj

    (millions)

    JPY
    ¥
    [***]
    ¥
    [***]
    ¥
    107
    $
    [***]

    KRW
    ₩
    [***]
    ₩
    [***]
    ₩
    1,175
    $
    [***]

    TWD
    NT$
    [***]
    NT$
    [***]
    NT$
    N/A
    $
    [***]

    CNY
    ¥
    [***]
    ¥
    [***]
    ¥
    6.7
    $
    [***]

    EUR
    €
    [***]
    €
    [***]
    €
    0.81
    $
    [***]

    Total

    $
    992

 A. The net sales currency exposure amounts included in the tables above are the total value of the underlying sales transaction exposures
for our foreign businesses transacting in each such core currency. These amounts form part of the consolidated net sales reported in our
audited financial statements. While these amounts are not separately disclosed in our public filings, they are derived directly from the
same general ledger and underlying transaction-level records that support our audited consolidated results and are subject to the same
internal controls.

    Corning
    Incorporated
    Corning,
    NY 14831
    t
    607-974-9000

    www.corning.com

Confidential treatment requested by Corning Incorporated

GLW-005

[***] - Information omitted and provided under separate cover to the Staff pursuant to Rule 83 (17 C.F.R. §200.83)

 B. The spot rates included in the tables above reflect the weighted average of the monthly average spot rates for each currency, weighted
by the monthly net sales base amounts. The daily spot rates used in this process are obtained from an independent third-party source,
and while not separately disclosed in our public filings, they are the same spot rates used in translating foreign currency sales within
our audited financial statements.

 C. In addition to monthly USD translations at spot rates, for each of our core currencies we also retranslate sales at the applicable
core rate. The core rates included in the tables above reflect the applicable core rate for the periods presented. Our core rates are
determined by management through a well-established and controlled process further described in our prior correspondence, and are set
forth in the footnotes to our GAAP to core reconciliation included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

 II. Core Income before Income Taxes

Calculation:

The constant-currency adjustments used in the calculation of core income
before income taxes are performed at each income statement line underlying income before income taxes. Specifically, the foreign-denominated
amount of each such line is divided by the applicable average spot rate for each month in the applicable period, then this value is subtracted
from the quotient of the amount of such income statement line divided by the applicable core rate. For example, for Japanese yen, sales
denominated in yen as well as cost of goods sold and operating expenses denominated in yen are calculated at both spot and core rates,
and the difference flows through to the constant-currency adjustment at the income before taxes level. This calculation is performed monthly
for each of our core currencies.

2024 and 2023 Amounts:

For the years ended December 31, 2024 and 2023, the constant-currency adjustment
used in d

August 27, 2025
Edward Schlesinger
Chief Financial Officer
Corning Incorporated
One Riverfront Plaza
Corning, NY 14831
Re:Corning Incorporated
Response Dated July 14, 2025
File No. 001-03247
Dear Edward Schlesinger:
            We have reviewed your July 14, 2025 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our July 1,
2025 letter.
Response Letter dated July 14, 2025
Response to Comment 1
We note your response to our prior comment 1. Please address the following:
•Specifically describe for us how each specific constant-currency adjustment is
calculated for each of your non-GAAP measures (Core net sales, (loss) income
before income taxes, net (loss) income attributable to Corning Incorporated,
etc.). Please provide to us the specific amounts included in the calculations for the
years ended December 31, 2024 and 2023, where these amounts are derived from
and whether those amounts can be gleaned from the audited numbers presented in
your audited financial statements.  Previously you described for us the exchange
rates used and how they are determined but provided few details of the remaining
component(s) of the computation.  Within your response, please address whether
the constant-currency adjustment, translation gain on Japanese yen-denominated
debt, net and translated earnings contract gain, net are interrelated.1.

August 27, 2025
Page 2
•Within your June 20 response, management provided a general statement
regarding its intent to “reflect the economic impact of our hedging actions and
remove the volatility associated with the currency fluctuations.”  Please provide
us with more detail regarding management’s intent and how the constant-currency
adjustment achieves that intent. As part of your response, address your disclosure
stating that constant-currency rates are applied to all periods presented and to all
foreign exchange exposures during the period, with the exception of the Mexican
peso, even though you may be less than 100% hedged.
•Lastly, please clarify the calculation of item (2) translation of Japanese yen-
denominated debt, net. For example, describe if the gains or losses are realized
and/or unrealized and if the amounts reflect any adjustments regarding any
interest component.
            Please contact Melissa Gilmore at 202-551-3777 or Kevin Woody at 202-551-3629 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

July 1, 2025
Edward Schlesinger
Chief Financial Officer
Corning Incorporated
One Riverfront Plaza
Corning, NY 14831
Re:Corning Incorporated
Response Dated June 20, 2025
File No. 001-03247
Dear Edward Schlesinger:
            We have reviewed your June 20, 2025 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our June 9,
2025 letter.
Response Letter dated June 20, 2025
Response to Comment 1
1.We note your response to our prior comment 1. Please address the following:
•Describe specifically the calculation of your core rates, including any actual
inputs using your hedging instrument exchange rates and any estimated factors
used therein and define what you describe as a blended basis
•Describe in more detail, management's review process for setting and approving
the core rates and why it was not deemed necessary to update your rates more
frequently
            Please contact Melissa Gilmore at 202-551-3777 or Kevin Woody at 202-551-3629 if
you have questions regarding comments on the financial statements and related matters.

July 1, 2025
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    Corning
    Incorporated
    Corning,
    NY 14831
    t
    607-974-9000

    www.corning.com

June
20, 2025

VIA
EDGAR TRANSMISSION

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

Attention:
Melissa Gilmore and Kevin Woody

    Re:
    Corning Incorporated

    Form 10-Q for the Period Ended March 31, 2025

    Filed May 2, 2025

    File No. 001-03247

Dear
Ms. Gilmore and Mr. Woody:

We
are responding to the comment from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and
Exchange Commission (the “SEC”) in the letter dated June 9, 2025 to Mr. Edward Schlesinger of Corning Incorporated (the
“Company”, “Corning”, “we” or “our”), relating to the above-referenced filing. The Staff’s
comment is set forth below in bold, followed by our related response. For ease of reference, we have divided our response into
sections (a) and (b) to address each portion of the Staff’s comment.

All
terms used but not defined herein have the meanings assigned to such terms in the Company’s Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2025.

Form
10-Q for the Period Ended March 31, 2025

Notes
to Consolidated Financial Statements, page 18

 1. We
                                            note that you report on and utilize constant-currency reporting for core performance measures
                                            which uses internally derived long-term management estimates for exchange rates, which are
                                            closely aligned with the Company’s hedging instrument rates. We further note that effective
                                            January 1, 2025, management updated the constant-currency rates and the updated rates were
                                            applied prospectively beginning with reporting periods in 2025. Please explain to us why
                                            you believe using internal exchange rates rather than the actual difference between the exchange
                                            rates during the periods presented is more appropriate and quantify the difference between
                                            the rate you used and the actual rates. Additionally, describe for us in more detail your
                                            policy for determining the reasonableness of such rates and tell us historically how often
                                            you have updated your estimated constant-currency rates.

 (a) Please
                                            explain to us why you believe using internal exchange rates rather than the actual difference
                                            between the exchange rates during the periods presented is more appropriate and quantify
                                            the difference between the rate you used and the actual rates.

We
appreciate the Staff’s question regarding our constant-currency exchange rates for our core performance measures. Corning operates
globally, with significant exposure to foreign currency fluctuations. To mitigate this exposure and stabilize the economic impact of
currency volatility on

Corning Incorporated

our operations, we have implemented a robust hedging program utilizing hedging instruments, including, but not
limited to, foreign exchange forward or option contracts and foreign denominated debt.

Aligned
with this hedging program, Corning utilizes constant-currency reporting for its core performance measures. For constant-currency reporting,
we use internally derived long-term management-determined rates (referred to as our “core rates”) which are based on the
exchange rates of our hedging instruments on a blended basis (referred to as our “hedge rates”).  By using our hedge
rates rather than spot rates when presenting core performance metrics, we aim to present financial results that reflect the economic
impact of our hedging actions and remove the volatility associated with currency fluctuations.  Importantly, this approach provides
stakeholders with insight into the way that management assesses performance and allocates resources, including employee, financial and/or
capital resources.  Core performance measures also serve as a basis for a portion of management’s annual and long-term compensation,
further demonstrating their importance in evaluating our operations. We believe that sharing these measures, calculated using our core
rates, offers investors a clearer and more comparable representation of our operating results, and over a longer term. In contrast, constant-currency
reporting using actual spot rates typically focuses on short-term comparisons and would not incorporate the economic substance of our
hedging program. We also believe that this methodology provides investors with added transparency into how Corning manages the impact
of foreign currency exchange rate volatility.

The
following table presents the difference between our 2025 core rates as compared to the average spot rates for the three months ended
March 31, 2025.

    Currency
    Japanese

    yen
    South

Korean won
    Chinese

    yuan
    New
    Taiwan

 dollar
    Euro
    Mexican
    peso

    Q1
    2025 Core rate
    ¥120
    ₩1,250
    ¥6.9
    NT$31
    €0.88
    MX$21

    Actual
    Q1 2025 average spot rate
    ¥149.1
    ₩1,458.3
    ¥7.25
    NT$32.99
    €0.93
    MX$20.25

    Difference
    ¥29.1
    ₩208.3
    ¥0.35
    NT$1.99
    €0.05
    MX($0.75)

    Difference
    %
    24.3%
    16.7%
    5.1%
    6.4%
    5.7%
    (3.6%)

 (b) Additionally,
                                            describe for us in more detail your policy for determining the reasonableness of such rates
                                            and tell us historically how often you have updated your estimated constant-currency rates.

Our
policy is to set our core rates to align with the hedge rates calculated from the hedging instruments we have in place. We believe it
is reasonable to use rates derived from our hedging instruments.

Since
first utilizing this approach to constant-currency reporting in 2013, we have updated our core rates effective January 1, 2015 and January
1, 2018, as well as our most recent update, effective January 1, 2025.

Corning Incorporated

In
future filings, we will enhance our disclosures regarding our core rates used in our constant-currency reporting to clarify how we determine
our core rates. Specifically, we will include the following in future filings that contain constant-currency adjustments:

“The
constant-currency rates established for core performance measures are internally derived long-term management-determined rates, primarily
based on the exchange rates of our hedging instruments, on a blended basis, used to mitigate foreign currency exchange exposure. These
hedging instruments may include, but are not limited to, foreign exchange forward or option contracts and foreign denominated debt.”

*   *   *   *   *

Please
direct questions regarding this response to me at (607) 974-5843.

    Sincerely,

    /s/ Edward A. Schlesinger

    Executive Vice President and Chief Financial Officer

    cc:
    Wendell P. Weeks, Chairman and Chief Executive Officer

    Lewis A. Steverson, Vice Chairman, Executive Vice President
    and Chief Legal & Administrative Officer

    Michaune Tillman, Senior Vice President and General
    Counsel

    Stefan Becker, Senior Vice President, Finance and Corporate
    Controller

    Marco Carducci, PricewaterhouseCoopers LLP

June 9, 2025
Edward Schlesinger
Chief Financial Officer
Corning Incorporated
One Riverfront Plaza
Corning, NY 14831
Re:Corning Incorporated
Form 10-Q for the Period Ended March 31, 2025
Filed May 2, 2025
File No. 001-03247
Dear Edward Schlesinger:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q for the Period Ended March 31, 2025
Notes to Consolidated Financial Statements, page 18
1.We note that you report on and utilize constant-currency reporting for core
performance measures which uses internally derived long-term management estimates
for exchange rates, which are closely aligned with the Company’s hedging instrument
rates. We further note that effective January 1, 2025, management updated the
constant-currency rates and the updated rates were applied prospectively beginning
with reporting periods in 2025. Please explain to us why you believe using internal
exchange rates rather than the actual difference between the exchange rates during the
periods presented is more appropriate and quantify the difference between the rate you
used and the actual rates. Additionally, describe for us in more detail your policy for
determining the reasonableness of such rates and tell us historically how often you
have updated your estimated constant-currency rates.

June 9, 2025
Page 2
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Melissa Gilmore at 202-551-3777 or Kevin Woody at 202-551-3629
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
February 15, 2024
Edward Schlesinger
Chief Financial Officer
Corning Incorporated
One Riverfront Plaza
Corning, NY 14831
Re:Corning Incorporated
Form 10-K for the Year Ended December 31, 2022
Form 10-Q for the Period Ended September 30, 2023
File No. 001-03247
Dear Edward Schlesinger:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    Corning
    Incorporated
    Corning,
    NY 14831
    t
    607-974-9000

www.corning.com

February 12,
2024

VIA EDGAR
TRANSMISSION

Office of Manufacturing

Division of Corporation
Finance

U.S. Securities
and Exchange Commission

100 F Street,
N.E.

Washington, DC
20549

Attention: Heather
Clark and Melissa Gilmore

    Re:
    Corning
    Incorporated

    Form
    10-K for Fiscal Year Ended December 31, 2022

    Form
    10-Q for the Period Ended September 30, 2023

    File
    No. 001-03247

Dear Ms. Clark
and Ms. Gilmore:

We
are responding to the comment from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “SEC”) in the letter dated January 4, 2024 to Mr. Edward Schlesinger of Corning Incorporated (“Corning”),
relating to the above-referenced filings. The Staff’s comment is set forth below in bold, followed by our related response.

Please
note that the “Company,” “we” or “our” refers to Corning Incorporated. All terms used but not
defined herein have the meanings assigned to such terms in the Company’s Annual Report on Form 10-K for the year ended December
31, 2022 (“2022 Form 10-K”).

Form
10-Q for the Period Ended September 30, 2023

Goodwill,
page 27

    1.
    We
    note your response from prior comment 1 from our letter dated November 17, 2023 and from your 10-K disclosures that you perform a
    detailed quantitative impairment test every three years and that the last test performed was in 2020. Please tell us the date of
    your annual assessment completed in 2023 and tell us the percentage by which your estimated fair value exceeded its carrying value
    for each reporting unit and the specific key assumptions used in the fair value determination.

The
Company acknowledges the Staff’s comment. We completed our fiscal 2023 annual impairment test as of October 1, 2023, and performed
a quantitative test, pursuant to ASC 350-20-35-3B and in line with our policy, for each of our six reporting units.

Based
on the quantitative test performed in 2023, the implied fair value for each of the Optical Communications, Display Technologies, Specialty
Materials, Life Sciences, Hemlock Semiconductor Group and Pharmaceutical Technologies reporting units substantially exceeded its respective
carrying amount by 270%, 78%, 132%, 100%, 225% and 33%, respectively.

In
estimating the fair value of a reporting unit, the Company used an income approach using a discounted cash flow model. The key assumptions
and inputs used in the model included

    Corning
    Incorporated

management’s
internal projections of future cash flows, the weighted-average cost of capital, ranging from 7.9-10.4% and long-term growth rate used to estimate the reporting unit’s terminal value,
ranging from 0% to 2%. These assumptions are based upon historical
experience, current knowledge from commercial relationships and available external information about future trends.

*   *   *   *   *

Please direct
questions regarding this response to me at (607) 974-5843.

    Sincerely,

    /s/
    Edward A. Schlesinger

    Executive
    Vice President & Chief Financial Officer

    cc:
    Wendell
    P. Weeks, Chairman & Chief Executive Officer

    Lewis
    A. Steverson, Executive Vice President & Chief Legal & Administrative Officer

    Stefan
    Becker, Senior Vice President, Finance & Corporate Controller

    Marco
    Carducci, PricewaterhouseCoopers LLP

CORRESP
1
filename1.htm

January 8, 2024

VIA EDGAR TRANSMISSION

Office of Manufacturing

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Heather Clark and Melissa Gilmore

 Re: Corning Incorporated

Form 10-K for Fiscal Year Ended December 31, 2022

Form 10-Q for the Period Ended September 30, 2023

File No. 001-03247

Dear Ms. Clark and Ms. Gilmore:

We are writing in response to your letter dated January 4, 2024 (the “Comment
Letter”) relating to the above-referenced filings.

As discussed on our call with Ms. Clark, on January 8, 2024, we are working
expeditiously to respond to the Comment Letter. Due to time constraints associated with the Company’s year-end process and filing
of Form 10-K for our fiscal year ended December 31, 2023, we are requesting that our response date be extended to February 12, 2024.

We are grateful for the Staff’s accommodation in this matter. Should
you have any further questions, please do not hesitate to call me at (607) 974-5843

    Sincerely,

    /s/ Edward A. Schlesinger

    Executive Vice President & Chief Financial Officer

 cc: Wendell P. Weeks, Chairman & Chief Executive Officer

Lewis A. Steverson, Executive Vice President & Chief Legal
& Administrative Officer

Stefan Becker, Senior Vice President, Finance & Corporate
Controller

Marco Carducci, PricewaterhouseCoopers LLP

United States securities and exchange commission logo
January 4, 2024
Edward Schlesinger
Chief Financial Officer
Corning Incorporated
One Riverfront Plaza
Corning, NY 14831
Re:Corning Incorporated
Form 10-K for the Year Ended December 31, 2022
Form 10-Q for the Period Ended September 30, 2023
File No. 001-03247
Dear Edward Schlesinger:
            We have reviewed your December 19, 2023 response to our comment letter and have the
following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q for the Period Ended September 30, 2023
Goodwill , page 27
1.We note your response from prior comment 1 from our letter dated November 17, 2023
and from your 10-K disclosures that you perform a detailed quantitative impairment test
every three years and that the last test performed was in 2020.  Please tell us the date of
your annual assessment completed in 2023 and tell us the percentage by which your
estimated fair value exceeded its carrying value for each reporting unit and the specific
key assumptions used in the the fair value determination.

 FirstName LastNameEdward Schlesinger
 Comapany NameCorning Incorporated
 January 4, 2024 Page 2
 FirstName LastName
Edward Schlesinger
Corning Incorporated
January 4, 2024
Page 2
            Please contact Heather Clark at 202-551-3624 or Melissa Gilmore at 202-551-3777 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

December 19, 2023

VIA EDGAR TRANSMISSION

Office of Manufacturing

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Heather Clark and Melissa Gilmore

 Re: Corning Incorporated

Form 10-K for Fiscal Year Ended December
31, 2022

Form 10-Q for the Period Ended September 30, 2023

File No. 001-03247

Dear Ms. Clark and Ms. Gilmore:

We are responding to the comment from the Staff of
the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) in the
letter dated December 13, 2023 to Mr. Edward Schlesinger of Corning Incorporated (“Corning”), relating to the above-referenced
filings. The Staff’s comment is set forth below in bold, followed by our related response.

Please note that the “Company,” “we”
or “our” refers to Corning Incorporated. All terms used but not defined herein have the meanings assigned to such terms in
the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”).

Form 10-Q for the Period Ended September
30, 2023

Goodwill, page 27

 1. We note your response and your conclusion that at September 30, 2023, after evaluating expectations
for the long-term growth of the business, forecasted future cash flows and those set forth in ASC 350-20-35-3C, as well as your actual
results and outlook, that it was not more likely than not that the fair values of your goodwill were less than their respective carrying
values and, therefore, you did not have any impairment. Given the deterioration in your operating results (i.e., decreases in net sales
and net income) and cash flows from operations, please refer to Item 303(b)(3) of Regulation S-K and expand your disclosures in future
filings to address the following:

 · describe the potential events and/or changes in circumstances that
could result in additional impairment charges; and

 · disclose the percentage by which your estimated fair value exceeds
your carrying value as of the date of your most recent impairment test.

The Company acknowledges the Staff’s comment.
Pursuant to Item 303(b)(3), as well as the interpretations included within the Division of Corporation Finance’s Financial Reporting
Manual, if the Company determines in its impairment testing for fiscal 2023 (or in future periods) that, for a reporting unit with material
goodwill, the reporting unit’s estimated fair value does not substantially exceed its carrying value, the Company will disclose:
(i) the reporting unit and quantification of the amount of goodwill allocated to

Confidential - Corning (L3)

the reporting unit; (ii) the percentage by which
the estimated fair value exceeds the carrying value as of the date of the most recent impairment test; (iii) the specific key assumptions
used in the fair value determination; (iv) the degree of uncertainty associated with the key assumptions and how changes in key assumptions
could impact the fair value determination; and (v) the potential events and/or changes in circumstances that could reasonably be expected
to negatively affect key assumptions and that could result in additional impairment charges.

*  *  *  *  *

Please direct questions regarding this response to me at (607) 974-5843.

    Sincerely,

    /s/ Edward A. Schlesinger

    Executive Vice President & Chief Financial Officer

 cc: Wendell P. Weeks, Chairman & Chief Executive Officer

Lewis A. Steverson, Executive Vice President
& Chief Legal & Administrative Officer

Stefan Becker, Senior Vice President, Finance & Corporate Controller

Marco Carducci, PricewaterhouseCoopers LLP

Confidential - Corning (L3)

United States securities and exchange commission logo
December 13, 2023
Edward Schlesinger
Chief Financial Officer
Corning Incorporated
One Riverfront Plaza
Corning, NY 14831
Re:Corning Incorporated
Form 10-K for the Year Ended December 31, 2022
Form 10-Q for the Period Ended September 30, 2023
File No. 001-03247
Dear Edward Schlesinger:
            We have reviewed your December 1, 2023 response to our comment letter and have the
following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our November 17, 2023
letter.
Form 10-Q for the Period Ended September 30, 2023
Goodwill, page 27
1.We note your response and your conclusion that at September 30, 2023, after evaluating
expectations for the long-term growth of the business, forecasted future cash flows and
those set forth in ASC 350-20-35-3C, as well as your actual results and outlook, that it
was not more likely than not that the fair values of your goodwill were less than their
respective carrying values and, therefore, you did not have any impairment.  Given the
deterioration in your operating results (i.e., decreases in net sales and net income) and
cash flows from operations, please refer to Item 303(b)(3) of Regulation S-K and expand
your disclosures in future filings to address the following:
•describe the potential events and/or changes in circumstances that could result in
additional impairment charges; and
•disclose the percentage by which your estimated fair value exceeds your carrying

 FirstName LastNameEdward Schlesinger
 Comapany NameCorning Incorporated
 December 13, 2023 Page 2
 FirstName LastName
Edward Schlesinger
Corning Incorporated
December 13, 2023
Page 2
value as of the date of your most recent impairment test.
            Please contact Heather Clark at 202-551-3624 or Melissa Gilmore at 202-551-3777 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

December 1, 2023

VIA EDGAR TRANSMISSION

Office of Manufacturing

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Heather Clark and Melissa Gilmore

    Re:
    Corning Incorporated

    Form 10-K for Fiscal Year Ended December 31, 2022

    Form 10-Q for the Period Ended September 30, 2023

    Form 8-K furnished October 24, 2023

    File No. 001-03247

Dear Ms. Clark and Ms. Gilmore:

We are responding to the comments from the Staff of
the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) in the
letter dated November 17, 2023 to Mr. Edward Schlesinger of Corning Incorporated (“Corning”), relating to the above-referenced
filings. The Staff’s comments are set forth below in bold, followed by our related response.

Please note that the “Company,” “we”
or “our” refers to Corning Incorporated. All terms used but not defined herein have the meanings assigned to such terms in
the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”).

Form 10-Q for the Period Ended September
30, 2023

Goodwill, page 27

    1.
    We note from your 2022 10-K disclosures that your last quantitative goodwill impairment test was performed in 2020 and that the fair value of your reporting units significantly exceeded the respective carrying values. Please tell us how you considered the declines in net sales and the outlook for the remainder of 2023 for certain of your segments as discussed on your third quarter earnings call in determining that an interim impairment test was not required in 2023. Please refer to ASC 350-20-35-3C.

The Company acknowledges the Staff’s comment.
The Company performs an annual goodwill impairment assessment and, in addition to its annual assessment, the Company also performs a quarterly
evaluation of whether it is more likely than not that the fair value of its reporting units is less than its respective carrying amount
pursuant to ASC 350-20-35-3A. As noted by the Staff and disclosed in the Company’s 2022 Form 10-K, the Company also performs a detailed
quantitative impairment test every three years in accordance with ASC 350-20-35-3B, even if no impairment indicators are identified by
any qualitative assessment. When the Company last performed its quantitative goodwill impairment test in 2020, its estimation of the

 fair
value of each of its reporting units exceeded its respective carrying value in terms of percentages and dollar amounts ranging from 50%
to 294% and $554 million to $7.0 billion, respectively.

For each quarterly assessment performed in 2023,
the Company considered relevant events, including expectations for the long-term growth of the business, forecasted future cash flows
and those set forth in ASC 350-20-35-3C, as well as the Company’s actual results and outlook. The Company acknowledges that during
its third quarter earnings call, the Company discussed a decrease in net sales and the negative outlook for the remainder of 2023 in certain
of its segments. The Company also discussed how it expects the market downturn to be transitory, the markets to rebound and its businesses
to return to long-term growth. In addition, the Company’s results in the quarter illustrated that it continues to make progress
on the programs it put in place to increase price, improve productivity and reduce inventory. These initiatives have led to improved gross
margin percentage and cash flow despite lower net sales.

As part of its third quarter assessment, the
Company considered the declines in net sales for certain of its segments, the improvements achieved in gross margin percentage and cash
flows during 2023 and its expectation to return to long-term growth, among other factors and conditions as described in ASC 350-20-35-3C.
Additionally, we considered guidance set forth in ASC 350-20-35-3F related to weighting events and circumstances that most affect the
fair values and carrying values of reporting units. Given the significant excess of fair value over carrying value for each of the Company’s
reporting units based on the 2020 quantitative impairment test as noted above, the Company concluded that, for the quarter ended September
30, 2023 there were no events or circumstances that would more likely than not reduce the fair value of any of its reporting units below
its respective carrying value. Accordingly, the Company concluded that it was not necessary to perform an interim quantitative goodwill
impairment test for any of its reporting units.

Form 8-K furnished October 24, 2023

Exhibit 99, page 1

    2.
    The bullet points on page 1 present core gross margin, core operating margin, and free cash flow without the most directly comparable GAAP measures. Please revise to present the most directly comparable measures prior to the non-GAAP measures in accordance with Item 10(e)(1)(i)(A) to prevent undue prominence.

The Company acknowledges the Staff's comment. In future earnings releases furnished on Form 8-K, the Company will present the most directly comparable GAAP measures prior to the non-GAAP measures in accordance with Item 10(e)(1)(i)(A) to prevent undue prominence. Specifically, on the measures referred to by the Staff in the Staff's comment, the Company will disclose gross margin, operating margin and cash flows from operating activities prior to core gross margin, core operating margin and adjusted free cash flow, respectively.

    3.
    In a related matter, we note that your reconciliation of free cash flow on page 16 differs from the typical calculation of cash flows from operating activities less capital expenditures considering it also adjusts for realized gains on translated earnings contracts and translation losses on cash balances. In order to avoid potential confusion, please revise the title to adjusted free cash flow or a similar description. Refer to Question 102.07 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

The Company acknowledges the Staff’s comment,
and in future filings, the title of the non-GAAP financial measure referred to by the Staff in the Staff’s comment will be revised
to adjusted free cash flow.

* * * * * *

Please direct questions regarding this response to me at (607) 974-5843.

    Sincerely,

    /s/ Edward A. Schlesinger

    Executive Vice President & Chief Financial Officer

    cc:
    Wendell P. Weeks, Chairman & Chief Executive Officer

    Lewis A. Steverson, Executive Vice President & Chief Legal & Administrative Officer

    Stefan Becker, Senior Vice President, Finance & Corporate Controller

    Marco Carducci, PricewaterhouseCoopers LLP

United States securities and exchange commission logo
November 17, 2023
Edward Schlesinger
Chief Financial Officer
Corning Incorporated
One Riverfront Plaza
Corning, NY 14831
Re:Corning Incorporated
Form 10-K for the Year Ended December 31, 2022
Form 10-Q for the Period Ended September 30, 2023
Form 8-K furnished October 24, 2023
File No. 001-03247
Dear Edward Schlesinger:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q for the Period Ended September 30, 2023
Goodwill, page 27
1.We note from your 2022 10-K disclosures that your last quantitative goodwill impairment
test was performed in 2020 and that the fair value of your reporting units significantly
exceeded the respective carrying values.  Please tell us how you considered the declines in
net sales and the outlook for the remainder of 2023 for certain of your segments as
discussed on your third quarter earnings call in determining that an interim impairment
test was not required in 2023. Please refer to ASC 350-20-35-3C.
Form 8-K furnished October 24, 2023
Exhibit 99, page 1
2.The bullet points on page 1 present core gross margin, core operating margin, and free
cash flow without the most directly comparable GAAP measures.  Please revise to present

 FirstName LastNameEdward Schlesinger
 Comapany NameCorning Incorporated
 November 17, 2023 Page 2
 FirstName LastName
Edward Schlesinger
Corning Incorporated
November 17, 2023
Page 2
the most directly comparable measures prior to the non-GAAP measures in accordance
with Item 10(e)(1)(i)(A) to prevent undue prominence.
3.In a related matter, we note that your reconciliation of free cash flow on page 16 differs
from the typical calculation of cash flows from operating activities less capital
expenditures considering it also adjusts for realized gains on translated earnings contracts
and translation losses on cash balances.  In order to avoid potential confusion, please
revise the title to adjusted free cash flow or a similar description.  Refer to Question
102.07 of the Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Heather Clark at 202-551-3624 or Melissa Gilmore at 202-551-3777 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing