Corning Delaware LP – ‘424B4’ on 7/15/94

As of:  Friday, 7/15/94   ·   Accession #:  950146-94-132   ·   File #:  33-53821

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Prospectus   —   Rule 424(b)(4)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B4       Corning, Inc. Form 424B4                             104±   457K 

Document Table of Contents

424B4
1st “Page” of 22
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
July 14, 1994   

VIA EDGAR                                                                       
---------                                                                       

Securities and Exchange Commission                                              
450 Fifth Street, N.W.                                                          
Washington, D.C. 20549                                                          

Re:     Corning Incorporated and Corning Delaware -                             
Registration Statement on Form S-3                              
(Registration No. 33-53821)                                     

Ladies and Gentlemen:                                                           

     Pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended,
and Item 309(b) of Regulation S-T, we hereby file, on behalf of Corning         
Incorporated and Corning Delaware, the form of the prospectus used after the    
effective date (July 14, 1994) of the Registration Statement of Form S-3        
(Registration No. 33-53821). As required by Rule 424(e), the form of prospectus 
contains in the upper right hand corner of the cover page citations to          
paragraph (b)(4) of Rule 424 and the file number of the Registration            
Statement.                                                                      

       Please feel free to contact me at (212) 848-8983 or Cornelius J. Dwyer,
Jr. at (212) 848-7019 if you have any questions.                                

                                 Very truly yours,

                                  Virginia A. Melvin

424B4
2nd “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 2nd
Filed pursuant to Rule 424(b)(4)                                                
Registration Statement No. 33-53821                                             

6,500,000                                                                       

Corning Delaware                                                                

6% Convertible Monthly Income Preferred Securities                              
("Convertible MIPS"*)                                                           
(liquidation preference $50 per security)                                       
guaranteed to the extent set forth herein by, and convertible into Common       
Stock of, Corning Incorporated                                                  

The 6,500,000 6% Convertible Monthly Income Preferred Securities (the           
"Preferred Securities") are being issued by Corning Delaware, L.P. ("Corning    
Delaware"), a Delaware limited partnership. All of the partnership interests    
in Corning Delaware, other than the limited partnership interests represented   
by the Preferred Securities, are owned by Corning Incorporated, a New York      
corporation ("Corning" or the "Company"), which is the general partner in       
Corning Delaware. The Preferred Securities will have a preference over all      
other partnership interests of Corning Delaware with respect to cash            
distributions and amounts payable on liquidation.                               

Holders of the Preferred Securities will be entitled to receive cumulative      
cash distributions from Corning Delaware, at an annual rate of 6% of the        
liquidation preference of $50 per Preferred Security, accruing from July 21,    
1994 and payable monthly in arrears on the last day of each calendar month of   
each year, commencing July 31, 1994 ("dividends"). See "Description of          
Securities Offered--Preferred Securities--Dividends."                           

In the event of the liquidation of Corning Delaware, holders of Preferred       
Securities will be entitled to receive for each Preferred Security a            
liquidation preference of $50 plus accumulated and unpaid dividends to the      
date of payment, subject to certain limitations. See "Description of            
Securities Offered--Preferred Securities--Liquidation Rights."                  
                                                    (continued on next page)

See "Investment Considerations" for a discussion of certain factors to be     
considered in connection with an investment in the Preferred Securities,        
including circumstances under which interest payments on the Subordinated       
Debentures (as defined) in which Corning Delaware will invest the proceeds      
from the sale of the Preferred Securities may be deferred for up to 60          
months.                                                                         

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES        
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS              
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES                  
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.             
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                       

                                                        [Enlarge/Download Table]

                                         Initial Public   Underwriting          Proceeds to      
                                         Offering Price  Commission (1)  Corning Delaware (2) (3)
                                                                                                 
Per Corning Delaware Preferred Security   $      50.00    $    1.125(2)   $     48.875           
Total (4)                                 $325,000,000    $7,312,500(2)   $317,687,500           

(1) Corning Delaware and Corning have agreed to indemnify the Underwriters      
against certain liabilities, including liabilities under the Securities Act     
of 1933, as amended. See "Underwriting."                                        

(2) In view of the fact that the proceeds of the sale of the Preferred          
Securities will ultimately be used by Corning Delaware to purchase              
convertible subordinated debentures of Corning, the Underwriting Agreement      
provides that Corning will pay to the Underwriters, as compensation             
("Underwriters' Compensation"), $1.125 per Preferred Security (or $7,312,500    
in the aggregate). See "Underwriting."                                          

(3) Expenses of the offering which are payable by Corning are estimated to be   
$710,000.                                                                       

(4) Corning Delaware and Corning have granted the Underwriters an option for    
30 days to purchase up to an additional 975,000 Preferred Securities at the     
initial public offering price per share, solely to cover over-allotments.       
Corning will pay to the Underwriters, as Underwriters' Compensation, $1.125     
per Preferred Security purchased pursuant to this option. If such option is     
exercised in full, the total initial public offering price, underwriting        
commission and proceeds to Corning Delaware will be $373,750,000, $8,409,375    
and $365,340,625, respectively.                                                 
See "Underwriting."                                                             

424B4
3rd “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 3rd
The Preferred Securities offered hereby are offered severally by the            
Underwriters, as specified herein, subject to receipt and acceptance by them    
and subject to their right to reject any order in whole or in part. It is       
expected that delivery of the Preferred Securities will be made only in         
book-entry form through the facilities of The Depository Trust Company on or    
about July 21, 1994.                                                            

Goldman, Sachs & Co.                                       Lazard Freres & Co.  

The date of this Prospectus is July 14, 1994. 

424B4
4th “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 4th
(continued from previous page)                                                  

Each Preferred Security is convertible through Corning Delaware at the option   
of the holder, at any time, unless previously redeemed or exchanged, into       
shares of Corning Common Stock, par value $.50 per share ("Corning Common       
Stock"), at the rate of 1.2821 shares of Corning Common Stock for each Preferred
Security (equivalent to a conversion price of $39.00 per share of Corning Common
Stock), subject to adjustment in certain circumstances. See "Description of     
Securities Offered--Preferred Securities--Conversion Rights." The last          
reported sale price of Corning Common Stock, which is listed under the symbol   
"GLW" on the New York Stock Exchange, on July 13, 1994 was $32.125 per share.   
The Preferred Securities are also subject to exchange through Corning           
Delaware, in whole but not in part, into shares of Series C Cumulative          
Convertible Preferred Stock, par value $100 per share ("Corning Series C        
Preferred Stock"), upon a vote of the holders of a majority of the aggregate    
liquidation preference of all outstanding Preferred Securities upon the         
failure of holders of Preferred Securities to receive dividends in full for     
15 consecutive months and/or upon the occurrence of a Tax Event (as defined     
herein). The Corning Series C Preferred Stock will have dividend, conversion    
and optional redemption features substantially similar to those of the          
Preferred Securities but will not be subject to mandatory redemption. See       
"Description of Securities Offered--Preferred Securities--Optional Exchange     
for Corning Series C Preferred Stock" and "--Description of Corning Series C    
Preferred Stock."                                                               

The Preferred Securities are redeemable, at the option of Corning Delaware,     
in whole or in part, on or after August 5, 1998, at the redemption prices set   
forth herein, together with accumulated and unpaid dividends to the date        
fixed for redemption. The Preferred Securities are subject to mandatory         
redemption on the 30th anniversary of the date of original issuance. See        
"Description of Securities Offered--Preferred Securities--Optional              
Redemption" and "--Mandatory Redemption."                                       

Corning will irrevocably and unconditionally guarantee, on a subordinated       
basis and to the extent set forth herein, to pay in full the dividends by       
Corning Delaware on the Preferred Securities (if and to the extent              
declared from funds legally available therefor), the redemption price           
(including all accumulated and unpaid dividends) payable with respect           
to the Preferred Securities to the extent of funds legally available            
therefor and payments on liquidation with respect to the Preferred              
Securities (to the extent of the assets of Corning Delaware available           
for distribution to holders of the Preferred Securities). The guarantee         
will be unsecured and will be subordinate to all liabilities of Corning.        
The proceeds from the offering of the Preferred Securities will be              
invested by Corning Delaware in convertible subordinated debentures of          
Corning (the "Subordinated Debentures") having the terms described herein.      
If Corning fails to make interest payments on the Subordinated                  
Debentures, Corning Delaware will have insufficient funds to pay                
dividends on the Preferred Securities. The guarantee does not                   
cover payment of dividends when Corning Delaware does not have                  
sufficient funds to pay such dividends. In such event (other than as a          
result of an extended interest period discussed below), holders of the          
Preferred Securities will be entitled to elect a Special General                
Partner to enforce Corning Delaware's rights under the Subordinated             
Debentures. See "Description of Securities Offered--Preferred                   
Securities--Voting Rights." Interest payment periods on the Subordinated        
Debentures are monthly but may be extended by Corning for up to 60 months,      
in which event Corning Delaware would be unable to make monthly dividend        
payments on the Preferred Securities. If Corning selects an interest            
period longer than one month, it will be prohibited from paying any             
dividends on Junior Stock (as defined under "Description of Securities          
Offered--Description of the Guarantee--Subordination"). The failure             
of holders to receive dividends in full for 15 consecutive months               
would trigger the right of the holders of the Preferred Securities to           
cause Corning Delaware to exchange the Subordinated Debentures                  
for shares of Corning Series C Preferred Stock and distribute such shares to    
the holders of the Preferred Securities in exchange for the Preferred           
Securities. For a discussion of the United States federal income tax            
consequences of such an extended interest payment period, including the fact    
that holders will be required to include interest accruing on the               
Subordinated Debentures in their gross income for United States federal         
income tax purposes in advance of the receipt of cash dividend payments from    
Corning Delaware, see "Certain Federal Income Tax Considerations--              
Original Issue Discount."                                                       

The Subordinated Debentures are subordinated in right of payment to all         
Senior Indebtedness (as defined under "Description of Securities                
Offered--Description of the Subordinated Debentures--Subordination") of         
Corning. As of June 19, 1994, Corning had approximately $1.9 billion of         
Senior Indebtedness outstanding.                                                

Application will be made to list the Preferred Securities on the New York       
Stock Exchange under the symbol "GLW pfM."                                      

The Preferred Securities will be represented by a global certificate or         
certificates registered in the name of The Depository Trust Company ("DTC")     
or its nominee. Beneficial interests in the Preferred Securities will be        
shown on, and transfers thereof will be effected only through, records          
maintained by the participants in DTC. Except as described herein, Preferred    
Securities in certificated form will not be issued in exchange for the global   
certificates. See "Description of Securities Offered--Preferred                 
Securities--Book-Entry-Only Issuance--The Depository Trust Company."            

424B4
5th “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 5th
----------                                                                      
*An application has been filed by Goldman, Sachs & Co. with the United States   
Patent and Trademark Office for the registration of the MIPS servicemark.       

424B4
6th “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 6th
AVAILABLE INFORMATION   

Corning is subject to the informational requirements of the Securities          
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance        
therewith files reports, proxy statements and other information with the        
Securities and Exchange Commission (the "Commission"). Reports, proxy           
statements and other information filed by Corning may be inspected and copied   
at the public reference facilities maintained by the Commission at Room 1024,   
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's         
Regional Offices located at 7 World Trade Center, 13th Floor, New York, New     
York 10048 and 500 West Madison Street, 14th Floor, Chicago, Illinois 60661.    
Copies of such materials may be obtained upon written request from the Public   
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,      
D.C. 20549, at prescribed rates. In addition, such materials may also be        
inspected and copied at the offices of the New York Stock Exchange, Inc. (the   
"NYSE"), 20 Broad Street, New York, New York 10005.                             

Corning and Corning Delaware have filed with the Commission a registration      
statement on Form S-3 (herein, together with all amendments and exhibits,       
referred to as the "Registration Statement") under the Securities Act of        
1933, as amended. This Prospectus does not contain all of the information set   
forth in the Registration Statement, certain parts of which are omitted in      
accordance with the rules and regulations of the Commission. For further        
information, reference is hereby made to the Registration Statement.            

No separate financial statements of Corning Delaware have been included         
herein. Corning and Corning Delaware do not consider that such financial        
statements would be material to holders of Preferred Securities because         
Corning Delaware is a newly organized special purpose entity, has no            
operating history and no independent operations and is not engaged in, and      
does not propose to engage in, any activity other than as described under       
"Corning Delaware." Further, Corning believes that financial statements         
of Corning Delaware are not material to the holders of the Preferred            
Securities since the Preferred Securities have been structured to provide a     
guarantee by Corning of the Preferred Securities such that the holders of the   
Preferred Securities with respect to the payment of dividends and amounts       
upon liquidation, dissolution and winding up are at least in the same           
position vis-a-vis the assets of Corning as a preferred stockholder of Corning. 
See "Corning Delaware" and "Description of Securities Offered-- Preferred       
Securities," "-Description of the Guarantee" and "-Description of the           
Subordinated Debentures." Corning beneficially owns directly or indirectly      
all of Corning Delaware's partnership interests (other than the Preferred       
Securities).                                                                    

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE   

The following documents filed with the Commission (File No. 1-3247) pursuant    
to the Exchange Act are incorporated herein by reference:                       

1. Corning's Annual Report on Form 10-K for the fiscal year ended January   
2, 1994, filed pursuant to Section 13(a) of the Exchange Act.                   

2. All other reports filed by Corning pursuant to Section 13(a) or 15(d) of 
the Exchange Act since January 2, 1994, consisting of Corning's Quarterly       
Report on Form 10-Q for the twelve weeks ended March 27, 1994; and Corning's    
Current Reports on Form 8-K dated January 24, 1994, April 6, 1994 and June      
28, 1994, respectively. Certain historical financial statements of Damon        
Corporation ("Damon") which was acquired in 1993 are included in Corning's      
Current Reports on Form 8-K dated August 4, 1993 and August 13, 1993.           

3. The description of Corning's Preferred Share Purchase Rights Plan        
contained in the registration statement on Form 8-A filed by Corning on July    
8, 1986, including the amendment thereto on Form 8 filed by Corning on          
October 9, 1989.                                                                

4. All other documents filed by Corning pursuant to Section 13(a), 13(c),   
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and   
prior to the termination of the Offering.                                       

Corning will provide without charge to each person, including any beneficial    
owner of Preferred Securities, to whom a copy of this Prospectus is             
delivered, upon the written or oral request of any such person, a copy of any   
or all of the documents incorporated herein by reference, other than exhibits   
to such documents (unless such exhibits are specifically incorporated by        
reference in such documents). Requests should be directed to Corning            
Incorporated, One Riverfront Plaza, Corning, New York 14831, Attention:         
Secretary, telephone (607) 974-9000.                                            

IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT      
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE PREFERRED      
SECURITIES OFFERED HEREBY AND CORNING COMMON STOCK AT LEVELS ABOVE THOSE        
WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE      
EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR      
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.     

424B4
7th “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 7th
PROSPECTUS SUMMARY    

The following summary is qualified in its entirety by the more detailed         
information and consolidated financial statements (including the notes          
thereto) appearing elsewhere or incorporated by reference in this Prospectus.   
Unless otherwise specified, references herein to the "Company" or "Corning"     
refer to Corning Incorporated and its consolidated subsidiaries. Prospective    
investors should carefully read the entire Prospectus.                          

CORNING DELAWARE  

Corning Delaware is a special purpose limited partnership formed under the      
laws of the State of Delaware. All of its partnership interests (other than     
the Preferred Securities) are currently and will be beneficially owned          
directly or indirectly by Corning. Corning is the sole general partner (the     
"General Partner") in Corning Delaware.                                         

THE COMPANY   

Corning traces its origins to a glass business established by the Houghton      
family in 1851. The present corporation was incorporated in the State of New    
York in December 1936, and its name was changed from Corning Glass Works to     
Corning Incorporated on April 28, 1989.                                         

Corning is an international corporation competing in four broadly-based         
business segments: Specialty Materials, Communications, Laboratory Services     
and Consumer Products. Corning is engaged principally in the manufacture and    
sale of products made from specialty glasses and related inorganic materials    
having special properties of chemical stability, electrical resistance, heat    
resistance, light transmission and mechanical strength. Corning and its         
subsidiaries annually produce some 60,000 different products at 44 plants in    
eight countries. In addition, Corning, through subsidiaries and affiliates,     
engages in laboratory services businesses, including life and environmental     
sciences and clinical-laboratory testing, at more than 50 facilities in ten     
countries.                                                                      

Corning has followed and will continue to follow a consistent strategy for      
its businesses:                                                                 

--to provide quality products and services to the four broad market         
segments in which it chooses to compete,                                        

--to be a market leader in each of its businesses, and                      

--to fully utilize the talents and capabilities of all its employees.       

Corning utilizes various strategies and tactics appropriate to each business    
and its specific markets. However, all strategies incorporate certain key       
elements.                                                                       

In addition to the restructuring programs already under way, Corning is         
currently engaged in a comprehensive review of its business and cost            
structure. Corning expects this review to be substantially completed by the     
end of 1994.                                                                    

Technology has been at the core of Corning's historical success. Corning's      
investment in research and development has been significant at $131 million     
in 1991; $151 million in 1992; and $173 million in 1993. Research and           
development spending has enabled Corning to remain at the forefront of          
technological advances for decades with new and improved products. Included     
among Corning's important technological discoveries over the years are          
optical fiber for telecommunications, ceramic substrates for automotive and     
stationary emission control devices, photosensitive glasses for various         
markets and mass produced television bulbs and incandescent light bulbs.        
Recent developments include an electrically heated automotive pollution         
control substrate, an expanded line of optical communications amplifiers,       
dispersion shifted optical fiber, a glass ceramic magnetic memory disk and      
active matrix liquid-crystal display glasses.                                   

Alliances and acquisitions are utilized to leverage Corning's technologies      
and market position. Corning's extensive experience with alliances spans more   
than fifty years and includes jointly owned companies with The Dow Chemical     
Company ("Dow Chemical") in silicones, PPG Industries Inc. in glass block and   
foam glass, the Samsung Group and Asahi Glass in television bulbs, Siemens AG   
in opto-electronics, and Mitsubishi Heavy Industries Ltd. in stationary         
emission control devices.                                                       

Corning has recently completed several major strategic acquisitions, the most   
significant of which was the acquisition of Damon Corporation ("Damon") in      
August 1993. The acquisition of Damon has provided significant operating        
synergies with MetPath Inc. ("MetPath") and is expected to provide additional   
operating synergies upon full integration of Damon. Corning has also            
completed acquisitions in the optical-fiber and optical-cable businesses and    
the science products business and on June 7, 1994, merged Maryland Medical      
Laboratory Inc., a privately owned Baltimore, Maryland firm specializing in     
clinical laboratory testing for hospitals and physicians, with its MetPath      
clinical laboratory testing operations.                                         

Quality is an important element of all of Corning's business strategies. This   
embodies an unwavering focus on satisfying the customer, continuous             
improvement of the processes which deliver products and services to the         
customer and creating an empowered workforce dedicated to serving the           
customer.                                                                       

424B4
8th “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 8th
RECENT DEVELOPMENTS   

Second Quarter 1994 Results                                                     
On June 28, 1994, Corning released its results for the quarter ended June 19,   
1994. Corning's second quarter net income totaled $111.4 million, or $0.54      
per share, compared to 1993's second quarter net income of $89.8 million, or    
$0.47 per share. Corning's first half net income totaled $169.4 million, or     
$0.82 per share, compared to 1993's first half net income of $139.6 million,    
or $0.73 per share.                                                             

Second quarter and first half sales increased approximately 20% to $1.1         
billion and $2.1 billion, respectively. Approximately half of the increase in   
both periods was due to recent acquisitions, including the 1993 acquisition     
of Damon.                                                                       

Earnings from consolidated operations increased 24% and 16% in the second       
quarter and first half, respectively. Sales and consolidated earnings growth    
in both the second quarter and first half resulted from strength across all     
business segments.                                                              

Equity company results for the second quarter and first half increased 24%      
and 46%, respectively, over the prior year period primarily due to continued    
improvement from operations at Dow Corning Corporation ("Dow Corning") and      
the elimination of losses from Vitro Corning, S.A. de C.V. ("Vitro Corning")    
which was divested in 1993.                                                     

Creation of Environmental Testing Services Company                              
On June 28, 1994, Corning and International Technology Corporation              
("International Technology") created a jointly owned company to which Corning   
transferred the net assets of its environmental testing laboratory business     
and International Technology transferred the assets of its IT Analytical        
Services business. Corning and International Technology each own 50 percent     
of the company. Corning will account for its investment in the newly created    
company using the equity method of accounting for investments. The impact of    
the transaction is not expected to be material to Corning's financial           
statements.                                                                     

Acquisition of Clinical Laboratory Testing Businesses                           
On June 7, 1994, Corning acquired all of the outstanding shares of Maryland     
Medical Laboratory Inc. and several affiliates (collectively, "Maryland         
Medical") for approximately 4.5 million shares of Corning Common Stock in a     
pooling of interests transaction. In connection with this transaction,          
Corning has granted to the stockholders of Maryland Medical registration        
rights with respect to the shares of Corning Common Stock they received.        
Pursuant to such rights, Corning is required to file a registration statement   
covering all 4.5 million shares of Corning Common Stock no later than 90 days   
after the written request of the designated representative of such              
stockholders. As of July 13, 1994, no such request had been received by         
Corning.                                                                        

On June 1, 1994, Corning signed a definitive agreement to acquire all of the    
outstanding shares of the capital stock of Nichols Institute ("Nichols") in a   
transaction to be accounted for as a pooling of interests. Under the terms of   
the agreement, Corning will exchange newly issued and registered shares of      
Corning Common Stock with a value equal to up to $13 for each share of the      
capital stock of Nichols. Using an assumed price of $33 per share of Corning    
Common Stock and the number of shares of, and options to purchase, the          
capital stock of Nichols presently outstanding, approximately 6.7 million       
shares of Corning Common Stock and                                              
options to purchase approximately 1 million shares of Corning Common Stock      
will be issued in the transaction. Substantially all of the options to          
purchase shares of Corning Common Stock will be exercisable immediately         
following the closing of the transaction. In no event will more than 9.6        
million shares of Corning Common Stock be issued and reserved for the           
exercise of options granted in connection with such transaction. The final      
exchange ratio of shares of Corning Common Stock for shares of Nichols          
capital stock will be determined by the price of Corning Common Stock during    
the 10-day trading period ending on the fifth trading day prior to the date     
of the Nichols stockholders meeting held to approve the transaction. The        
transaction is subject to regulatory approval and is expected to close in the   
second half of 1994.                                                            

Corning's consolidated financial statements for periods prior to these          
transactions will not be restated since the acquisitions are not material to    
Corning's financial position or results of operations. Corning will likely      
record a one-time charge of up to $10 million after-tax in the third quarter    
for transaction costs associated with these acquisitions and may possibly       
record an additional one-time charge of up to $25 million after-tax in the      
second half of 1994 for the integration of the Nichols and Maryland Medical     
operations into MetPath.                                                        

For a discussion of the registration rights granted to the stockholders of      
Maryland Medical and the registration of the shares of Corning Common Stock     
to be issued in the Nichols transaction, see "Description of Corning Capital    
Stock--Common Stock Eligible for Future Sale."                                  

Sale of Parkersburg Plant                                                       
In May 1994, Corning sold its Parkersburg, W.Va., glass-tubing products plant   
to Schott Corporation, a subsidiary of the Schott Group, for $57 million and    
decided to exit several minor product lines in the specialty materials          
segment. The net gain from these transactions is not material.                  

Disposition of Clinical Laboratory Testing Operations                           
On April 4, 1994, MetPath sold the clinical laboratory testing operations of    
Damon in California for approximately $51 million in cash. No gain or loss      
will be recognized as a result of this transaction. The proceeds from the       
transaction were used to retire a portion of the debt incurred in connection    
with the acquisition of Damon in August 1993.                                   

See "Investment Considerations" for a discussion of certain factors to be       
considered in connection with an investment in the Preferred Securities,        
including circumstances under which interest payments on the Subordinated       
Debentures (in which Corning Delaware will invest the proceeds from the sale    
of the Preferred Securities), may be deferred for up to 60 months.              

THE OFFERING  

                                                        [Enlarge/Download Table]

                                                                                                               

Securities Offered       6,500,000 of Corning Delaware's 6% Convertible Monthly Income Preferred               
                         Securities, liquidation preference of $50 per security. Additionally, Corning         
                         Delaware and Corning have granted the Underwriters an option for 30 days to           
                         purchase up to an additional 975,000 Preferred Securities at the initial public       
                         offering price solely to cover over-allotments, if any.                               

Dividends                Dividends on the Preferred Securities will be cumulative from July 21, 1994           
                         and will be payable at the annual rate of 6% of the liquidation preference            
                         of $50 per Preferred Security. Dividends will be paid monthly in arrears on           
                         the last day of each calendar month, commencing July 31, 1994. The proceeds from      
                         the offering of the Preferred Securities will be invested in the Subordinated         
                         Debentures. Interest payment periods on the Subordinated Debentures are monthly       
                         but may be extended from time to time by Corning for up to 60 months, in which        
                         event Corning Delaware would be unable to make monthly dividend payments on           
                         the Preferred Securities during the period of any such extension. During such         
                         period, interest on the Subordinated Debentures and dividends on the Preferred        
                         Securities will compound monthly. The failure of holders of the Preferred Securities  
                         to receive dividends in full for 15 consecutive months or the occurrence of           
                         a Tax Event would trigger the right of such holders to cause Corning Delaware         
                         to exchange all of the Subordinated Debentures for shares of Corning Series           
                         C Convertible Preferred Stock, par value $100 per share ("Corning Series C Preferred  
                         Stock"), and to distribute such shares to the holders of Preferred Securities         
                         in exchange for the Preferred Securities. If the Preferred Securities remain          
                         outstanding for three months after the date of notice                                 
                         of a Tax Event or, if occurring earlier than the end of such three-month period,      
                         the date on which a vote is taken at any special partnership meeting (or, in          
                         lieu of such a meeting, the date of a written consent) by the holders of the          
                         Preferred Securities on the matter of whether to cause the exchange of all of         
                         the Subordinated Debentures for shares of Corning Series C Preferred Stock,           
                         then amounts available for distribution to holders may be reduced by Additional       
                         Taxes (as defined under "Description of Securities Offered--Preferred                 
                         Securities--Dividends"). See "Description of Securities Offered--Description          
                         of the Subordinated Debentures--Option to Extend Payment Period" and "Description     
                         of Securities Offered--Preferred Securities--Optional Exchange for Corning            
                         Series C Preferred Stock."                                                            

Liquidation Preference   $50 per Preferred Security, plus an amount equal to any accumulated and unpaid        
                         dividends (whether or not earned or declared).                                        

Conversion into Corning                                                                                        
   Common Stock          Each Preferred Security is convertible through Corning Delaware at the option         
                         of the holder, at any time, unless previously redeemed or exchanged, into shares      
                         of Corning Common Stock, par value $.50 per share (the "Corning Common Stock"),       
                         at the rate of 1.2821 shares of Corning Common Stock for each Preferred Security      
                         (equivalent to a conversion price of $39.00 per share of Corning Common Stock),       
                         subject to adjustment in certain circumstances. Upon receiving an irrevocable         
                         notice by a holder of a Preferred Security to exercise its conversion right,          
                         Corning Delaware, on behalf of such holder, will exercise its option to convert       
                         a portion of the Subordinated Debentures into Corning Common Stock and will           
                         distribute such shares of Corning Common Stock to such holder in exchange for         
                         the Preferred Securities of such holder that have been so converted. See "Description 
                         of Securities Offered--Preferred Securities--Conversion Rights."                      

Redemption               From time to time on and after August 5, 1998, the Preferred Securities will be       
                         redeemable, at the option of Corning Delaware, in whole or in part, for cash          
                         at the redemption prices set forth herein, together with accumulated and unpaid       
                         dividends (whether or not earned or declared) to the date fixed for redemption.       
                         The Preferred Securities are subject to mandatory redemption on the 30th anniversary  
                         of the date of original issuance at a redemption price of $50 per Preferred           
                         Security together with accumulated and unpaid dividends (whether or not earned        
                         or declared). If Preferred Securities are called for redemption, the conversion       
                         right will terminate two calendar days prior to the redemption date.                  

Optional Exchange for                                                                                          
  Corning Series C       Upon the failure of holders of the Preferred Securities to receive, for 15 consecutive
  Preferred Stock        months, the full amount of dividend payments or the occurrence of a Tax Event,        
                         the holders of a majority of the aggregate liquidation preference of Preferred        
                         Securities then outstanding may, at their option, cause Corning Delaware to           
                         exchange all (but not less than all) of the Subordinated Debentures for shares        
                         of Corning Series C Preferred Stock at the Exchange Price (as defined under           
                         "Description of Securities Offered--Preferred Securities--Dividends") and             
                         distribute such shares to the holders of Preferred Securities in exchange for         
                         such Preferred Securities.                                                            
                         The Corning Series C Preferred Stock will have dividend, conversion, optional         
                         redemption, and other terms substantially similar to the terms of the Preferred       
                         Securities, except that, among other things, the holders of Corning Series C          
                         Preferred Stock will have the right to elect two additional directors of Corning      
                         whenever dividends on the Corning Series C Preferred Stock are in arrears for         
                         18 months (including for this purpose any arrearage with respect to the Preferred     
                         Securities) and the Corning Series C Preferred Stock will not be subject to           
                         mandatory redemption.                                                                 

Guarantee                Pursuant to a Guarantee Agreement (the "Guarantee"), Corning will irrevocably and     
                         unconditionally agree, on a subordinated basis and to the extent set forth therein,   
                         to pay in full (a) the dividends (including any Additional Dividends thereon, as      
                         defined under "Description of Securities Offered--Preferred Securities--Additional    
                         Dividends") by Corning Delaware on the Preferred Securities, if, and                  
                         to the extent declared from funds legally available therefor, (b) the redemption      
                         price (including all accumulated and unpaid dividends) of the Preferred Securities,   
                         to the extent of funds legally available therefor, and (c) payments on                
                         liquidation with respect to the Preferred Securities, to the extent                   
                         of the assets of Corning Delaware available for distribution to holders               
                         of the Preferred Securities. The Guarantee will be unsecured and will be subordinated 
                         to all liabilities of Corning and will rank pari passu with the Series B Preferred    
                         Stock (as defined under "Description of Corning Capital Stock--Series Preferred       
                         Stock"). A holder of Preferred Securities may enforce Corning's obligations           
                         under the Guarantee directly against Corning, and Corning waives any right            
                         or remedy to require that an action be brought against Corning Delaware or any        
                         other person or entity before proceeding against Corning. See "Description            
                         of Securities Offered--Description of the Guarantee."                                 

Voting Rights            Generally, holders of the Preferred Securities will not have any voting rights.       
                         However, upon an Event of Default under the Subordinated Debentures (as described     
                         under "Description of Securities Offered--Subordinated Debentures--Events of          
                         Default"), a failure by Corning Delaware to pay dividends in full for 15 consecutive  
                         months (other than as a result of an election by Corning to defer interest payments)  
                         or a default by Corning under the Guarantee, the holders of the Preferred Securities  
                         will be entitled to appoint and authorize a Special General Partner to enforce        
                         Corning Delaware's rights under the Subordinated Debentures, enforce Corning's        
                         obligations under the Guarantee and declare and pay dividends on the Preferred        
                         Securities to the extent funds are legally available therefor. In addition,           
                         upon the occurrence of a Tax Event, holders of the Preferred Securities will          
                         be entitled to call a special partnership meeting for the purpose of deciding         
                         whether to cause Corning Delaware to exchange all of the outstanding Subordinated     
                         Debentures for shares of Corning Series C Preferred Stock at the Exchange Price       
                         and distribute such shares to the holders of Preferred Securities in exchange         
                         for the Preferred Securities. See "Description of Securities Offered--Preferred       
                         Securities--Dividends."                                                               

Use of Proceeds          The proceeds to be received by Corning Delaware from the sale of the Preferred        
                         Securities will be invested in the Subordinated Debentures of Corning, which,         
                         after paying the expenses associated with this Offering, will use such funds          
                         to retire a significant portion of the Damon acquisition debt. See "Use of Proceeds." 

Subordinated             The Subordinated Debentures will have a maturity of 30 years and will bear interest   
  Debentures             at the rate of 6% per annum, payable monthly in arrears. Corning has the right        
                         to select an interest payment period or periods longer than one month (during         
                         which period or periods interest will compound monthly), provided that any extended   
                         interest payment period does not exceed 60 months. If Corning selects an interest     
                         payment period longer than one month, it will be prohibited from paying dividends     
                         on any Junior Stock (as defined under "Description of Securities                      
                         Offered--Description of the Guarantee--Subordination") and making certain other       
                         restricted payments until monthly interest payments are resumed and all accumulated   
                         and unpaid interest (including any Additional Interest) on the Subordinated           
                         Debentures is brought current. Corning will have the right to make partial payments   
                         of such interest during the extended interest payment period. The Subordinated        
                         Debentures are convertible into shares of Corning Common Stock at the option          
                         of Corning Delaware and exchangeable for shares of Corning Series C Preferred         
                         Stock as described above under "Optional Exchange for Corning Series C Preferred      
                         Stock." On and after August 5, 1998, Corning may prepay the Subordinated Debentures,  
                         in whole or in part. The payment of the principal and interest on the Subordinated    
                         Debentures will be subordinated in right of payment to all Senior Indebtedness        
                         (as defined under "Description of Securities Offered--Description of the              
                         Subordinated Debentures--Subordination") of Corning. As of June 19, 1994, Corning     
                         had approximately $1.9 billion of Senior Indebtedness outstanding.                    

424B4
9th “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 9th
SUMMARY FINANCIAL INFORMATION   

The following is a summary of certain consolidated financial information that   
has been derived from the consolidated financial statements of Corning. The     
summary financial data set forth below for Corning for the 1989 through 1993    
fiscal years are derived from its audited financial statements. The summary     
financial data set forth below for the first twelve weeks of 1994 and 1993      
are derived from Corning's unaudited financial statements, which in the         
opinion of management contain all adjustments (consisting only of normal        
recurring items) necessary for the fair presentation of this information. The   
financial data should be read in conjunction with the information set forth     
in "Selected Consolidated Financial Data" and "Management's Discussion and      
Analysis of Financial Condition and Results of Operations," and the             
historical financial information and related notes incorporated by reference    
in this Prospectus.                                                             

The unaudited pro forma combined financial information set forth below          
reflects the estimated impact on Corning's financial statements of the          
acquisition of Damon, the merger with Costar Corporation ("Costar"), the        
transaction with Unilab Corporation ("Unilab") and several other completed      
1993 transactions, the Vitro transaction completed in January 1994, the         
acquisition of the optical-fiber and optical-cable businesses of Northern       
Telecom Limited ("NTL") by Corning and Siecor Corporation ("Siecor") in         
February 1994, the merger with Maryland Medical completed in June 1994, the     
pending acquisition of Nichols and the Offering (collectively, the              
"Transactions"). Such pro forma data assume the Transactions had been           
completed on January 4, 1993, for income statement data and by March 27,        
1994, for balance sheet data. The unaudited pro forma combined financial        
information set forth below is derived from, and should be read in              
conjunction with, the unaudited pro forma combined financial information        
included elsewhere in this Prospectus and the historical financial statements   
of Corning and Damon incorporated by reference into this Prospectus. The        
unaudited pro forma combined financial information is presented for             
informational purposes only, and is not necessarily indicative of the results   
of operations or financial position which would have been achieved had the      
Transactions been completed on the dates indicated or the results that may be   
attained in the future.                                                         

See "Selected Consolidated Financial Data", "Corning Unaudited Pro Forma        
Combined Financial Information," "Management's Discussion and Analysis of       
Financial Condition and Results of Operations" and "Incorporation of Certain    
Documents by Reference."                                                        

                                                        [Enlarge/Download Table]

                                Twelve                                                             
                             Weeks Ended                         Fiscal Year Ended                 
                           Mar.       Mar.                             Dec.       Dec.             
                            27,       28,      Jan. 2,    Jan. 3,      29,        30,      Dec. 31,
                           1994       1993       1994       1993       1991       1990       1989  
                                        (dollars in millions, except per share amounts)            
                                                                                                   

HISTORICAL:                                                                                        
Income Statement Data:                                                                             
Net sales               $  948.9   $  817.0   $4,004.8   $3,708.7   $3,259.2   $2,940.5   $2,439.2 
Income before                                                                                      
  extraordinary credit                                                                             
  and cumulative                                                                                   
  effect of changes in                                                                             
  accounting                                                                                       
  methods(a)                58.0       49.8      (15.2 )    266.3      311.2      289.1      259.4 
Net income (loss)(a)        58.0       49.8      (15.2 )    (12.6 )    316.8      292.0      261.0 
Balance Sheet Data:                                                                                
Total assets            $5,430.2   $4,282.6   $5,231.7   $4,286.3   $3,852.6   $3,512.0   $3,360.7 
Working capital            452.5      596.6      451.4      465.2      521.0      458.4      487.3 
Loans payable beyond                                                                               
  one year               1,573.6      916.7    1,585.6      815.7      700.0      611.2      624.5 
Common stockholders'                                                                               
  equity                 1,956.1    1,808.5    1,685.8    1,803.8    2,018.8    1,850.3    1,711.2 
Per Common Share Data:                                                                             
Income before                                                                                      
  extraordinary credit                                                                             
  and cumulative                                                                                   
  effect of changes in                                                                             
  accounting                                                                                       
  methods(a)            $   0.28  $    0.26  $   (0.09) $    1.40  $    1.66  $    1.53  $    1.39 
Net income (loss)(a)        0.28       0.26      (0.09)     (0.08)      1.69       1.55       1.40 
Common dividends                                                                                   
  declared(b)               0.17       0.17       0.68       0.62       0.68       0.46       0.53 
PRO FORMA: (c)                                                                                     
Income Statement Data:                                                                             
Net sales               $1,050.2              $4,798.9                                             
Net income                  53.4                   4.4                                             
Net income per share        0.24                  0.01                                             
Balance Sheet Data:                                                                                
Total assets            $5,721.3                                                                   
Working capital            434.9                                                                   
Loans payable beyond                                                                               
  one year               1,308.3                                                                   
Common stockholders'     2,052.5                                                                   
  equity                                                                                           


(a) Amounts for all periods other than the first quarter 1994 are               
significantly impacted by certain non-recurring gains and losses and the        
cumulative effect of changes in accounting methods. See the Notes to Selected   
Consolidated Financial Data contained elsewhere in this Prospectus.             
(b) Includes special dividends of $0.15 and $0.1125 per common share in 1991    
and 1989, respectively.                                                         
(c) See the Notes to Corning Unaudited Pro Forma Combined Financial             
Information contained elsewhere in this Prospectus.                             

424B4
10th “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 10th
USE OF PROCEEDS 

Corning Delaware will invest the proceeds from the Offering in the              
Subordinated Debentures. Corning, after payment of the Underwriters'            
Compensation (as defined under "Underwriting") and other expenses of the        
Offering, will use the net proceeds from the sale of the Subordinated           
Debentures to Corning Delaware of approximately $317,000,000 (approximately     
$364,000,000 if the Underwriters' over-allotment option is exercised in         
full) to retire all or a significant portion of the debt incurred in the        
1993 acquisition of Damon. The Damon debt bears a variable interest rate        
based on the London Interbank Offered Rate and matures on December 31,          
1995. For information concerning the Damon transaction, see "Business of        
Corning--Laboratory Services."                                                  

INVESTMENT CONSIDERATIONS   

Prospective purchasers of Preferred Securities should carefully review the      
information contained elsewhere in this Prospectus and should particularly      
consider the following matters:                                                 

Subordinate Obligations Under Guarantee and Subordinated Debentures             

Corning's obligations under the Guarantee are subordinate and junior in right   
of payment to all liabilities of Corning and the obligations of Corning under   
the Subordinated Debentures are subordinate and junior in right of payment to   
all Senior Indebtedness of Corning. See "Description of Securities              
Offered--Description of the Guarantee" and "Description of Securities           
Offered--Description of the Subordinated Debentures--Subordination."            

Option to Extend Payment Periods                                                

Corning has the right to extend interest payment periods on the Subordinated    
Debentures for up to 60 months, and, as a consequence, monthly dividends on     
the Preferred Securities would be deferred (but will continue to compound       
monthly) during any such extended interest payment period. In the event that    
Corning exercises this right, Corning may not declare dividends on any shares   
of Junior Stock (as defined under "Description of Securities Offered--          
Description of the Guarantee--Subordination") during any such extended period   
and until all dividend arrearages have been paid in full. However, in the       
event such a deferral continues for more than 15 months, the holders of a       
majority of the aggregate liquidation preference of the Preferred Securities    
then outstanding may cause the exchange of all of the Preferred Securities      
for Corning Series C Preferred Stock at the Exchange Price. See "Description    
of Securities Offered--Description of the Subordinated Debentures--Option to    
Extend Interest Payment Period."                                                

For a discussion of the taxation of such an exchange to holders, including      
the possibility that holders who exchange their Preferred Securities for        
Corning Series C Preferred Stock may be subject to additional income tax to     
the extent accrued but unpaid interest on the Subordinated Debentures is        
converted into accumulated and unpaid dividends on the Corning Series C         
Preferred Stock received in exchange for the Preferred Securities, see          
"Certain Federal Income Tax Considerations--Exchange of Preferred Securities    
for Corning Series C Preferred Stock."                                          

Should an extended interest payment period occur, Corning Delaware, except in   
very limited circumstances, will continue to accrue income for United States    
federal income tax purposes which will be allocated, but not distributed, to    
holders of record of Preferred Securities. As a result, such holders            
would be required to include such interest in gross income for United States    
federal income tax purposes in advance of the receipt of cash dividend          
payments from Corning Delaware and would not receive the cash related to such   
income if such a holder disposes of its Preferred Securities prior to the       
record date for payment of dividends. See "Certain Federal Income Tax           
Considerations--Original Issue Discount."                                       

Tax Event                                                                       

In the case of a Tax Event, the holders of a majority of the aggregate          
liquidation preference of Preferred Securities then outstanding will have the   
right to cause all of the Preferred Securities to be exchanged for Corning      
Series C Preferred Stock at the Exchange Price. However, in the event that      
the Preferred Securities are not exchanged, the amounts available for           
distribution to holders may be reduced by Additional Taxes. Under certain       
circumstances giving rise to a Tax Event, the exchange of Preferred             
Securities for Corning Series C Preferred Stock would be a taxable              
transaction in which exchanging holders recognize gain. For a discussion of     
the taxation of such an exchange to holders, including the possibility that     
holders who exchange their Preferred Securities for Corning Series C            
Preferred Stock may be subject to additional income tax to the extent accrued   
but unpaid interest on the Subordinated Debentures is converted into            
accumulated and unpaid divi                                                     

dends on the Corning Series C Preferred Stock received in exchange for the      
Preferred Securities, see "Certain Federal Income Tax                           
Considerations--Exchange of Preferred Securities for Corning Series C           
Preferred Stock."                                                               

CAPITALIZATION  

The following table sets forth (i) the actual capitalization of Corning at      
March 27, 1994, (ii) the pro forma capitalization of Corning as of such date    
after giving effect to the completed or pending transactions and (iii) the      
pro forma capitalization of the Company as of such date as further adjusted     
to reflect the Offering, assuming no exercise of the Underwriters'              
over-allotment option. The table should be read in conjunction with the         
financial statements of Corning incorporated by reference in this Prospectus.   
See "Use of Proceeds," "Selected Consolidated Financial Data," "Unaudited Pro   
Forma Combined Financial Information," "Management's Discussion and Analysis    
of Financial Condition and Results of Operations," and "Description of          
Securities Offered--Preferred Securities."                                      

                                                                [Download Table]

                                                           March 27, 1994           
                                                              Pro                   
                                                 Actual      Forma     As Adjusted  
                                                  (dollars in millions, except per  
                                                             share data)            
                                                                                    

Short-Term Debt:                                                                    
  Total short-term debt                         $  232.5   $  308.5        $  308.5 
Long-Term Debt:                                                                     
  Total long-term debt                           1,573.6    1,625.3         1,308.3 
Convertible Preferred Securities of                                                 
  Subsidiary:                                                                 317.0 
Convertible Preferred Stock:                                                        
 Par value $100 per share: 10,000,000 shares                                        
   authorized; 255,036 shares of 8% Series B                                        
   Preferred Stock outstanding                      25.5       25.5            25.5 
Common Stockholders' Equity:                                                        
 Common Stock, including excess over par value                                      
   and other capital: par value $0.50 per                                           
  share;                                                                            
   authorized 500,000,000 shares; 235,988,668                                       
   issued                                          872.9      965.5           965.5 
 Retained earnings                               1,603.9    1,607.7         1,607.7 
 Less cost of 27,368,018 shares of common                                           
  stock  in treasury                              (515.8)    (515.8)         (515.8)
 Cumulative translation adjustment                  (4.9)      (4.9)           (4.9)
  Total common stockholders' equity              1,956.1    2,052.5         2,052.5 
   Total capitalization                         $3,787.7   $4,011.8        $4,011.8 


424B4
11th “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 11th
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND    
PREFERRED STOCK DIVIDENDS   

The following table sets forth the historical ratio of earnings to combined     
fixed charges and preferred stock dividends of Corning for the periods          
indicated:                                                                      

                                                        [Enlarge/Download Table]

                                                               Fiscal Year Ended            
                                     Twelve Weeks                                           
                                         Ended      Jan.   Jan.     Dec.      Dec.          
                                       March 27,     2,     3,       29,       30,  Dec. 31,
                                         1994       1994   1993     1991      1990    1989  
                                                                                            
Ratio of Earnings to Combined Fixed                                                         
  Charges and Preferred Stock                                                               
  Dividends                                 3.2x   1.1x   3.8x      4.4x      4.6x     5.0x 

For the purposes of computing the ratio of earnings to combined fixed charges   
and preferred stock dividends, earnings consist of (1) income before taxes on   
income, before equity in earnings and minority interest and before fixed        
charges (excluding interest capitalized during the period), (2) Corning's       
share of pre-tax earnings of fifty-percent owned companies, (3) Corning's       
share of pre-tax earnings of greater than fifty-percent owned unconsolidated    
subsidiaries, (4) dividends received from less than fifty-percent owned         
companies and Corning's share of losses of such companies, if any, if any       
debt of such companies is guaranteed by Corning and (5) previously              
capitalized interest amortized during the period; fixed charges consist of      
(1) interest on indebtedness, (2) amortization of debt issuance costs, (3) a    
portion of rental expenses which represent an appropriate interest factor,      
(4) Corning's share of the fixed charges of fifty-percent owned companies and   
(5) fixed charges of greater than fifty-percent owned unconsolidated            
subsidiaries; and preferred dividends include the amount of pre-tax income      
required to pay preferred dividends on an after-tax basis.                      

424B4
12th “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 12th
MARKET PRICES OF CORNING COMMON STOCK AND DIVIDENDS     

Corning Common Stock is traded on the NYSE under the symbol "GLW." At June      
23, 1994, there were 20,298 holders of record of Corning Common Stock and       
213,575,956 shares outstanding. The following table sets forth the high and     
low sale prices for Corning Common Stock, as reported by the NYSE, and the      
cash dividends declared per share on Corning Common Stock, for the periods      
indicated.                                                                      

                                                                [Download Table]

                                         Price Range(a)                     
                                                           Cash Dividends   
                                                            Declared Per    
                                         High      Low        Share(a)      
                                                                            
1991                                                                        
 First Quarter                         $31.000  $21.063             $.125   
 Second Quarter                         31.750   28.375              .125   
 Third Quarter                          35.750   31.250              .125   
 Fourth Quarter                         43.125   33.563              .300(b)
1992                                                                        
 First Quarter                          40.313   28.750              .15    
 Second Quarter                         38.625   31.500              .15    
 Third Quarter                          38.625   34.375              .15    
 Fourth Quarter                         39.750   34.750              .17    
1993                                                                        
 First Quarter                          39.000   29.000              .17    
 Second Quarter                         35.875   31.500              .17    
 Third Quarter                          35.125   26.875              .17    
 Fourth Quarter                         28.250   24.000              .17    
1994                                                                        
 First Quarter                          33.125   27.625              .17    
 Second Quarter                         34.125   30.250              .17    
 Third Quarter (through July 13,                                            
  1994)                                 34.625   31.250                     

(a) Per share amounts have been adjusted for the 2-for-1 stock split            
effective January 13, 1992.                                                     

(b) Includes a special dividend of $.15 per common share in the fourth          
quarter of 1991.                                                                

Corning has regularly paid cash dividends since 1881 and expects to continue    
to pay cash dividends. Corning's quarterly cash dividend is currently $.17      
per share of Corning Common Stock. The payment of dividends is subject to the   
preferential dividend rights of any outstanding Series Preferred Stock of       
Corning (as defined under "Description of Corning Capital Stock--Series         
Preferred Stock"). Corning and its majority-owned subsidiaries would also be    
prohibited from paying dividends on Corning Common Stock at any time during     
an extended interest payment period with respect to the Subordinated            
Debentures, when there is an Event of Default (as defined under "Description    
of Securities Offered--Description of the Subordinated Debentures--Events of    
Default") under the Subordinated Debentures or when Corning has failed to       
make a payment required under the Guarantee. See "Description of Securities     
Offered--Description of the Guarantee--Certain Covenants of Corning." Since     
the declaration and payment of future dividends on Corning's capital stock      
will be based on a number of factors considered by Corning's Board of           
Directors, including current and prospective earnings, financial condition      
and capital requirements, and such other factors as the Board of Directors      
may deem relevant, there can be no assurance that dividends on Corning Common   
Stock will be paid in the future. See "Description of Corning Capital           
Stock--General--Dividend Rights and Restrictions."                              

SELECTED CONSOLIDATED FINANCIAL DATA  

The following is a summary of certain consolidated financial information that   
has been derived from the consolidated financial statements of Corning. The     
summary financial data set forth below for Corning for the fiscal years 1989    
through 1993 are derived from its audited financial statements. The selected    
consolidated financial data set forth below for the first twelve weeks of       
1994 and 1993 are derived from Corning's unaudited financial statements,        
which in the opinion of management contain all adjustments (consisting only     
of normal recurring items) necessary for the fair presentation of this          
information. The financial data should be read in conjunction with the          
information set forth in "Management's Discussion and Analysis of Financial     
Condition and Results of Operations," and the historical financial              
information and related notes incorporated by reference in this Prospectus.     
See "Incorporation of Certain Documents by Reference."                          

424B4
13th “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 13th
    SELECTED CONSOLIDATED FINANCIAL DATA

                                                        [Enlarge/Download Table]

                                   Twelve                                                                     
                                Weeks Ended                           Fiscal Year Ended                       
                               Mar.      Mar.                                Dec.       Dec.                  
                               27,       28,       Jan. 2,      Jan. 3,       29,        30,      Dec. 31,    
                               1994      1993       1994         1993        1991       1990        1989      
                                             (dollars in millions, except per share amounts)                  
                                                                                                              
Income Statement Data:                                                                                        
Revenues                                                                                                      
 Net sales                  $  948.9  $  817.0     $4,004.8     $3,708.7   $3,259.2   $2,940.5     $2,439.2   
 Royalty, interest and                                                                                        
  dividend  income               7.7       6.4         29.9         35.3       27.6       39.9         29.6   
 Non-operating gains                       4.2          4.2          7.0        8.1       69.2        107.1   
                               956.6     827.6      4,038.9      3,751.0    3,294.9    3,049.6      2,575.9   
Deductions                                                                                                    
 Cost of sales                 622.1     532.1      2,597.0      2,411.3    2,121.6    1,925.7      1,600.9   
 Selling, general and                                                                                         
  administrative  expenses     185.7     168.6        774.0        692.2      622.5      581.8        491.8   
 Research and development                                                                                     
   expenses                     38.2      37.7        173.1        151.1      130.7      124.5        109.6   
 Provision for                                                                                                
  restructuring costs and                                                                                     
   other special charges                              207.0         63.3                               54.4   
 Interest expense               25.8      16.5         88.2         62.6       58.1       54.0         44.5   
 Other, net                      5.8       3.1         42.9         33.9       34.6       35.5         20.9   
Income before taxes on                                                                                        
  income                        79.0      69.6        156.7        336.6      327.4      328.1        253.8   
Taxes on income                 29.6      23.9         35.3         92.5      110.6      136.1        116.9   
Income before minority                                                                                        
  interest and equity                                                                                         
  earnings                      49.4      45.7        121.4        244.1      216.8      192.0        136.9   
Minority interest in                                                                                          
  earnings of subsidiaries      (7.9)     (3.1)       (16.6)       (21.6)     (17.3)     (10.4)        (4.2)  
Equity in earnings                                                                                            
  (losses) of associated                                                                                      
  companies before                                                                                            
  cumulative effect of                                                                                        
  changes in accounting                                                                                       
  methods                       16.5       7.2       (120.0)        43.8      111.7      107.5        126.7   
Income (Loss) before                                                                                          
  Extraordinary Credit and                                                                                    
  Cumulative Effect of                                                                                        
  Changes in Accounting                                                                                       
  Methods                       58.0      49.8(a)     (15.2)(c)    266.3(d)   311.2(f)   289.1(g)     259.4(h)
 Tax benefit of loss                                                                                          
  carryforwards                                                      7.7        5.6        2.9          1.6   
 Cumulative effect of                                                                                         
  changes in  accounting                                                                                      
  methods                                                         (286.6)                                     
Net Income (Loss)           $   58.0  $   49.8(b)  $  (15.2)(b) $  (12.6)(e) $316.8   $  292.0     $  261.0   
Balance Sheet Data:                                                                                           
 Total assets               $5,430.2  $4,282.6     $5,231.7     $4,286.3   $3,852.6   $3,512.0     $3,360.7   
 Working capital               452.5     596.6        451.4        465.2      521.0      458.4        487.3   
 Loans payable beyond one                                                                                     
  year                       1,573.6     916.7      1,585.6        815.7      700.0      611.2        624.5   
 Common stockholders'                                                                                         
  equity                     1,956.1   1,808.5      1,685.8      1,803.8    2,018.8    1,850.3      1,711.2   
Per Common Share Data:(i)                                                                                     
 Income (loss) before                                                                                         
  extraordinary  credit                                                                                       
  and cumulative effect of                                                                                    
   changes in accounting                                                                                      
  methods                   $   0.28  $   0.26     $  (0.09)    $   1.40   $   1.66   $   1.53     $   1.39   
 Net income (loss)              0.28      0.26        (0.09)       (0.08)      1.69       1.55         1.40   
 Common dividends                                                                                             
  declared(j)                   0.17      0.17         0.68         0.62       0.68       0.46         0.53   

The accompanying notes are an integral part of these statements.                

424B4
14th “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 14th
(a) During the first quarter 1993, Corning recognized a non-operating gain      
totaling $4.2 million ($2.6 million after-tax).                                 

(b) Effective January 4, 1993, Corning and its subsidiaries adopted Financial   
Accounting Standard No. 109, " Accounting for Income Taxes" ("FAS 109") and     
Financial Accounting Standard No. 112, "Employers' Accounting for               
Postemployment Benefits" ("FAS 112"). The impact of adopting FAS 109 and FAS    
112 was not material to the financial statements.                               

(c) In 1993, Corning recognized net non-recurring losses from consolidated      
operations totaling $202.8 million ($117.9 million after-tax and minority       
interest), including a non-operating gain of $4.2 million ($2.6 million         
after-tax), a restructuring charge of $156.0 million ($88.1 million             
after-tax and minority interest) as a result of costs to integrate              
the Damon acquisition and a planned company-wide program to reduce assets       
and overhead costs during the next year and other special charges               
of $51.0 million ($32.4 million after-tax). The other special charges           
primarily included $36.5 million for the settlement and related legal           
expenses incurred in the compromise agreement between MetPath and               
the Civil Division of the Department of Justice and $8.0 million                
of transaction expenses related to the Costar acquisition.                      
Corning also recorded a $203.1 million reduction in equity earnings as a        
result of a charge taken by Dow Corning related to breast-implant litigation    
and a $9.5 million reduction in equity earnings as a result of a                
restructuring charge taken by Vitro Corning.                                    

(d) In 1992, Corning recognized net non-operating gains from consolidated       
operations totaling $7.0 million ($21.7 million after- tax), including a gain   
of $10.1 million (before- and after-tax) from the sale of an additional         
equity interest in Corning Japan K.K. and a pre-tax loss of $7.3 million        
($9.0 million after-tax gain) from the formation of the consumer housewares     
venture with Vitro S.A. ("Vitro"). Corning also recorded a provision of $63.3   
million ($32.1 million after-tax of $22.9 million and minority interest of      
$8.3 million) as a result of Corning Vitro Corporation's ("Corning Vitro")      
decision to restructure its Brazilian operations.                               
Corning also recognized a $37.7 million reduction in equity earnings which      
included $24.5 million of costs associated with Dow Corning's terminated        
breast implant business and $13.2 million of restructuring charges associated   
with Dow Corning's exit from its Brazilian operations and other                 
cost-reduction programs.                                                        

(e) Effective December 30, 1991, Corning and its subsidiaries adopted           
Financial Accounting Standard No. 106, "Employers' Accounting for               
Postretirement Benefits Other than Pensions" ("FAS 106"). The cumulative        
effect of adopting FAS 106 resulted in a charge of $294.8 million (after-tax    
and minority interest), or $1.56 per share, in 1992. In addition, an $8.2       
million gain, or $0.04 per share, from an equity company's adoption of FAS      
109 was recognized in 1992.                                                     

(f) In 1991, the Company recognized net non-operating gains from consolidated   
operations totaling $8.1 million ($14.6 million after-tax) which included a     
gain of $5.3 million (before- and after-tax) on the sale of a less than 10%     
equity interest in Corning Japan. The Company also recognized an $8.2 million   
reduction in equity earnings to reflect a charge recorded by Dow Corning for    
costs associated with its breast implant business.                              

(g) In 1990, the Company recognized non-operating gains totaling $69.2          
million ($29.2 million after-tax) on the sales of certain investments,          
including a gain on the sale of substantially all the Company's investment in   
Iwaki Glass Company Ltd. totaling $51.1 million ($19.4 million after-tax).      

(h) In 1989, the Company recognized non-operating gains totaling $107.1         
million ($61.9 million after-tax), including a gain on the sale of its 50%      
interest in Ciba Corning Diagnostics Corp. of $75.7 million ($41.0 million      
after-tax) and a gain of $21.7 million ($13.7 million after-tax) related to     
patent infringement matters in the optical-fiber business.                      
Also in 1989, the Company provided $54.4 million ($45.0 million after-tax)      
for the repositioning of certain businesses and facilities. The provision       
related primarily to consumer product operations worldwide, and to certain      
other operations in Europe.                                                     

(i) Per share amounts have been adjusted for the 2-for-1 stock split            
effective January 13, 1992.                                                     

(j) Includes special dividends of $0.15 and $0.1125 per common share in 1991    
and 1989, respectively.                                                         

424B4
15th “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 15th
CORNING UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION  

The Unaudited Pro Forma Combined Financial Information (the "Unaudited Pro      
Forma Information") is presented to reflect the estimated impact on Corning's   
Financial Statements of the following proposed or completed transactions        
(collectively, the "Transactions"):                                             

* The acquisition of Damon in August 1993, at a total purchase price of         
approximately $405 million, including acquisition expenses. The transaction     
has been accounted for as a purchase.                                           

* The acquisition of Costar in September 1993, the transaction with Unilab in   
November 1993, and other acquisitions completed in 1993 (collectively, the      
"Other 1993 Transactions") which individually and in the aggregate are not      
significant. The Costar merger and the Unilab transaction are described in      
Notes 4 and 5, respectively.                                                    

* The acquisition of the optical-fiber and optical-cable businesses of          
Northern Telecom Limited ("NTL") by Corning and Siecor for $131 million in      
February 1994, the Vitro transaction completed in January 1994 and the merger   
with Maryland Medical for 4.5 million shares of Corning Common Stock in June    
1994 (collectively, the "Completed 1994 Transactions"). The NTL transaction     
has been accounted for as a purchase and the Maryland Medical transaction       
will be accounted for as a pooling of interests. The Vitro transaction is       
described in Note 6.                                                            
The NTL and Vitro transactions were financed by the issuance of 8.0 million     
shares of Corning Common Stock in February 1994.                                

* The proposed acquisition of Nichols for an estimated 6.7 million shares of    
Corning Common Stock and options to purchase approximately 1 million shares     
of Corning Common Stock (the "Pending 1994 Transaction"). This transaction      
will be accounted for as a pooling of interests.                                

* The issuance by Corning Delaware of $325 million of Preferred Securities in   
the Offering and the use of the net proceeds thereof by Corning to retire a     
significant portion of the indebtedness incurred in connection with the Damon   
transaction.                                                                    

The Unaudited Pro Forma Combined Statements of Income for the year ended        
January 2, 1994, and the twelve weeks ended March 27, 1994, assume that the     
Transactions had been completed on January 4, 1993. The Unaudited Pro Forma     
Combined Balance Sheet at March 27, 1994, assumes that the Transactions had     
been completed by that date. Corning's consolidated financial statements for    
periods prior to the two pooling of interests transactions will not be          
restated since the acquisitions are not material to Corning's financial         
position or results of operations.                                              

The Unaudited Pro Forma Information gives effect only to the adjustments set    
forth in the accompanying notes and does not reflect any synergies              
anticipated by Corning's management as a result of these acquisitions. The      
Unaudited Pro Forma Information is not necessarily indicative of the results    
of operations or financial position which would have been achieved had the      
Transactions been completed as of the beginning of the earliest period          
presented, nor is it necessarily indicative of Corning's future results of      
operations or financial position.                                               

Corning has completed or has pending several business dispositions in 1994      
which individually and in the aggregate are not significant to Corning's        
consolidated financial statements. As such, pro forma data on these             
transactions are not presented.                                                 

The Unaudited Pro Forma Information should be read in conjunction with the      
historical financial statements of Corning and Damon incorporated by            
reference into this Prospectus.                                                 

424B4
16th “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 16th
CORNING   
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME  
YEAR ENDED JANUARY 2, 1994  
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)   

                                                        [Enlarge/Download Table]

                                                                        ---------------Pro Forma------------- 
                                                                                       Adjustments            
                                              Other Completed  Pending                        to              
                                               1993     1994     1994                      Reflect            
                                             Trans-    Trans-   Trans-  Adjust-              the        As    
                                            actions   actions   action    ments  Combined Offering   Adjusted 
                 Corning (1)    Damon (2)      (3)      (4)       (5)     (6)       (7)      (8)       (9)    
                                                                                                              
Revenues                                                                                                      
 Net sales           $4,004.8       $199.9   $146.1    $168.5   $279.6           $4,798.9            $4,798.9 
 Royalty,                                                                                                     
  interest                                                                                                    
  and                                                                                                         
   dividend                                                                                                   
  income                 29.9                                                        29.9                29.9 
 Non-operating                                                                                                
  gains                   4.2                                                         4.2                 4.2 
                      4,038.9        199.9    146.1     168.5    279.6            4,833.0             4.833.0 
Deductions                                                                                                    
 Cost of                                                                                                      
  sales               2,597.0        129.4    105.4     128.2    175.3  $  13.5(a)3,148.8             3,148.8 
 Selling,                                                                                                     
  general and                                                                                                 
   administrative                                                                                             
   expenses             774.0         58.1     23.1      32.0     75.2              962.4               962.4 
 Research and                                                                                                 
   development                                                                                                
  expenses              173.1                   2.2       1.8      4.2              181.3               181.3 
 Provision                                                                                                    
  for                                                                                                         
  restructuring                                                                                               
  and other                                                                                                   
  special                                                                                                     
  charges               207.0                                     16.0    (48.5)(b)  174.5              174.5 
 Interest                                                                                                     
  expense                88.2          5.6      3.6       1.5     11.7     14.2(c)   124.8  $(15.5)(h)  109.3 
 Other, net              42.9          1.0      0.6      (0.2)     2.6     (1.0)(d)   45.9               45.9 
Income (loss)                                                                                                 
  before                                                                                                      
  taxes on                                                                                                    
  income                156.7          5.8     11.2       5.2     (5.4)    21.8      195.3    15.5      210.8 
Tax provision                                                                                                 
  (benefit)              35.3          2.1      3.9       1.0     (1.0)    11.9(e)    53.2     5.4(i)    58.6 
Income (loss)                                                                                                 
  before                                                                                                      
  minority                                                                                                    
  interest                                                                                                    
  and equity                                                                                                  
  earnings              121.4          3.7      7.3       4.2     (4.4)     9.9      142.1    10.1      152.2 
Minority                                                                                                      
  interest in                                                                                                 
  earnings of                                                                                                 
  subsidiaries          (16.6)        (2.2)             (15.1)              0.8(f)   (33.1)             (33.1)
Dividends on                                                                                                  
  convertible                                                                                                 
  preferred                                                                                                   
  securities                                                                                                  
  of                                                                                                          
  subsidiary                                                                                 (13.7)(j)  (13.7)
Equity in                                                                                                     
  earnings                                                                                                    
  (loss) of                                                                                                   
  associated                                                                                                  
  companies            (120.0)                           19.0                      (101.0)            (101.0) 
NET INCOME                                                                                                    
  (LOSS)             $  (15.2)      $  1.5   $  7.3    $  8.1   $ (4.4) $  10.7  $    8.0   $ (3.6)      $4.4 
Weighted                                                                                                      
  Average                                                                                                     
  Shares                                                                                                      
  Outstanding         191.963                                            23.325(g) 215.288            215.288 
Earnings Per                                                                                                  
  Common                                                                                                      
  Share:                                                                                                      
NET INCOME                                                                                                    
  (LOSS)             $  (0.09)                                                   $   0.03               $0.01 

424B4
17th “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 17th
(1) Represents the historical results of operations of Corning for the year     
ended January 2, 1994.                                                          
(2) Represents the historical results of operations of Damon for the seven      
months ended July 31, 1993.                                                     
(3) Represents the historical results of operations of the businesses           
involved in the Other 1993 Transactions through the respective acquisition      
dates.                                                                          
(4) Represents the historical results of operations of the businesses           
involved in the Completed 1994 Transactions for the year ended January 2,       
1994.                                                                           
(5) Represents the historical results of operations of the business to be       
acquired in the Pending 1994 Transaction for the year ended December 31,        
1993.                                                                           
(6) See Note 2 to the Unaudited Pro Forma Information--Statement of Income.     
(7) Reflects the results of operations of Corning on a pro forma basis          
assuming the Transactions had been completed on January 4, 1993.                
(8) See Note 2 to the Unaudited Pro Forma Information--Adjustments to Reflect   
the Offering.                                                                   
(9) Reflects the results of operations of Corning on a pro forma basis          
assuming the Transactions and the Offering had been completed on January 4,     
1993.                                                                           

424B4
18th “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 18th
CORNING   
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME  
TWELVE WEEKS ENDED MARCH 27, 1994   
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)   

                                                        [Enlarge/Download Table]

                                                    -------------------------Pro Forma---------------------- 
                                                                                  Adjustments                
                               Completed    Pending                                    to                    
                                 1994         1994                                  Reflect                  
                  Corning       Trans-       Trans-                                   the            As      
                    (1)       actions(2)   action(3)Adjustments(4)  Combined(5)   Offering(6)   Adjusted(7)  
                                                                                                             
Revenues                                                                                                     
 Net sales         $  948.9        $31.7        $69.6                  $1,050.2                     $1,050.2 
 Royalty,                                                                                                    
  interest                                                                                                   
  and                                                                                                        
  dividend                                                                                                   
  income                7.7                                                 7.7                          7.7 
                      956.6         31.7         69.6                   1,057.9                      1,057.9 
Deductions                                                                                                   
 Cost of                                                                                                     
  sales               622.1         21.8         46.5      $   1.3(a)     691.7                        691.7 
 Selling,                                                                                                    
  general and                                                                                                
  administrative                                                                                             
  expenses            185.7          9.4         18.5                     213.6                        213.6 
 Research and                                                                                                
  development                                                                                                
  expenses             38.2          0.3          0.9                      39.4                         39.4 
 Provision                                                                                                   
  for                                                                                                        
  restructuring                                                                                              
  and other                                                                                                  
  special                                                                                                    
  charges                                         1.8                       1.8                          1.8 
 Interest                                                                                                    
  expense              25.8          0.4          2.6                      28.8          $(2.5)(h)      26.3 
 Other, net             5.8         (0.1)         0.6                       6.3                          6.3 
Income before                                                                                                
  taxes on                                                                                                   
  income               79.0         (0.1)        (1.3)        (1.3)        76.3            2.5          78.8 
Tax provision                                                                                                
  (benefit)            29.6                       0.2         (0.3)(e)     29.5            0.9(i)       30.4 
Income (loss)                                                                                                
  before                                                                                                     
  minority                                                                                                   
  interest                                                                                                   
  and equity                                                                                                 
  earnings             49.4         (0.1)        (1.5)        (1.0)       46.8            1.6          48.4  
Minority                                                                                                     
  interest in                                                                                                
  earnings of                                                                                                
  subsidiaries         (7.9)        (0.3)                     (0.1)(f)     (8.3)                        (8.3)
Dividends on                                                                                                 
  convertible                                                                                                
  preferred                                                                                                  
  securities                                                                                                 
  of                                                                                                         
  subsidiary                                                                             (3.2)(j)       (3.2)
Equity in                                                                                                    
  earnings of                                                                                                
  associated                                                                                                 
  companies            16.5                                                16.5                         16.5 
NET INCOME                                                                                                   
  (LOSS)           $   58.0        $(0.4)       $(1.5)     $  (1.1)    $  55.0          $(1.6)       $  53.4 
Weighted                                                                                                     
  Average                                                                                                    
  Shares                                                                                                     
  Outstanding       202.325                                 13.867(g)   216.192                      216.192 
Earnings Per                                                                                                 
  Common                                                                                                     
  Share:                                                                                                     
NET INCOME         $   0.28                                            $   0.25                     $   0.24 

(1) Represents the historical results of operations of Corning for the twelve   
weeks ended March 27, 1994.                                                     
(2) Represents the historical results of operations of the businesses           
involved in the Completed 1994 Transactions through the earlier of March 27,    
1994 or the respective acquisition dates.                                       
(3) Represents the historical results of operations of the business to be       
acquired in the Pending 1994 Transaction for the quarter ended March 31,        
1994.                                                                           
(4) See Note 2 to the Unaudited Pro Forma Information--Statement of Income.     
(5) Reflects the results of operations of Corning on a pro forma basis          
assuming the Transactions had been completed on January 4, 1993.                
(6) See Note 2 to the Unaudited Pro Forma Information--Adjustments to Reflect   
the Offering.                                                                   
(7) Reflects the results of operations of Corning on a pro forma basis          
assuming the Transactions and the Offering had been completed on January 4,     
1993.                                                                           

424B4
19th “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 19th
CORNING   
UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET   
MARCH 27, 1994  
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)   

                                                        [Enlarge/Download Table]


                                                      ------------------------Pro Forma--------------------
                                                                                  Adjustments              
                                                                                       to                  
                              Completed     Pending                                 Reflect                
                                 1994         1994                                    the            As    
                   Corning   Transactions Transaction                  Combined     Offering      Adjusted 
                    (1)          (2)          (3)     Adjustments        (4)          (5)            (6)   
                                                                                                           
Assets                                                                                                     
Current Assets                                                                                             
 Cash and                                                                                                  
  short-term                                                                                               
  investments      $   98.2        $ 0.7      $ 13.5                   $  112.4                    $  112.4
 Receivables,                                                                                              
  net                 752.2         19.0        55.6                      826.8                       826.8
 Inventories          378.1          2.3        11.2                      391.6                       391.6
 Deferred taxes                                                                                            
  on income and                                                                                            
  other                                                                                                    
   current assets     264.2          1.6         9.8                      275.6                       275.6
Total Current                                                                                              
  Assets            1,492.7         23.6        90.1                    1,606.4                     1,606.4
Investments           650.1                                               650.1                       650.1
Plant and                                                                                                  
  Equipment, net    1,776.2         19.3        88.6                    1,884.1                     1,884.1
Goodwill and                                                                                               
  Intangibles,                                                                                             
  net               1,193.1                     65.1                    1,258.2                     1,258.2
Other Assets          318.1          0.8         3.6                      322.5                       322.5
                   $5,430.2        $43.7      $247.4                   $5,721.3                    $5,721.3
Liabilities and                                                                                            
  Stockholders'                                                                                            
  Equity                                                                                                   
Current                                                                                                    
  Liabilities                                                                                              
 Loans payable     $  232.5        $11.1      $ 64.9                   $  308.5                    $  308.5
 Accounts                                                                                                  
  payable             170.6          8.3        20.1                      199.0                       199.0
 Other accrued                                                                                             
  liabilities         637.1          4.1        22.8                      664.0                       664.0
Total Current                                                                                              
  Liabilities       1,040.2         23.5       107.8                    1,171.5                     1,171.5
Other                                                                                                      
  Liabilities         652.6          0.8        10.9                      664.3                       664.3
Loans Payable                                                                                              
  Beyond One Year   1,573.6         13.7        38.0                    1,625.3       $(317.0)(k)   1,308.3
Minority                                                                                                   
  Interest in                                                                                              
  Subsidiary                                                                                               
  Companies           182.2                                               182.2                       182.2
Convertible                                                                                                
  Preferred Stock                                                                                          
  of Subsidiary                                                                         317.0(k)      317.0
Convertible                                                                                                
  Preferred Stock      25.5                                                25.5                        25.5
Common                                                                                                     
  Stockholders'                                                                                            
  Equity            1,956.1          5.7        90.7                    2,052.5                     2,052.5
                   $5,430.2        $43.7      $247.4                   $5,721.3       $            $5,721.3


(1) Represents the historical financial position of Corning at March 27,        
1994.                                                                           
(2) Represents the historical financial position of the business involved in    
the Completed 1994 Transaction at March 31, 1994.                               
(3) Represents the historical financial position of the business to be          
acquired in the Pending 1994 Transaction at March 31, 1994.                     
(4) Reflects the financial position of Corning on a pro forma basis assuming    
the Transactions had been completed by March 27, 1994.                          
(5) See Note 2 to Unaudited Pro Forma Information--Adjustments to Reflect the   
Offering.                                                                       
(6) Reflects the financial position of Corning on a pro forma basis assuming    
the Transactions and the Offering had been completed by March 27, 1994.         

424B4
20th “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 20th
CORNING   
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION   

Note 1--Basis of Presentation:                                                  
The Unaudited Pro Forma Combined Statements of Income reflect Corning's         
results of operations for the year ended January 2, 1994, and the twelve        
weeks ended March 27, 1994, on a pro forma basis assuming the Transactions      
had been completed as of January 4, 1993. The Unaudited Pro Forma Combined      
Balance Sheet at March 27, 1994, assumes that the Transactions had been         
completed by that date.                                                         

Corning's management believes that the assumptions used in preparing the        
Unaudited Pro Forma Information provide a reasonable basis for presenting all   
of the significant effects of the Transactions, that the pro forma              
adjustments give appropriate effect to those assumptions and that the pro       
forma adjustments are properly applied in the Unaudited Pro Forma               
Information.                                                                    

Note 2--Pro Forma Adjustments:                                                  
Statement of Income                                                           
(a) The pro forma adjustment to cost of sales represents the increase in        
amortization of the excess of cost over fair value of tangible net assets       
acquired in the Damon transaction, the Other 1993 Transactions and the          
Completed 1994 Transactions of $5.7 million, $1.8 million, and $6.0 million,    
respectively, for the year ended January 2, 1994, and $1.3 million for the      
Completed 1994 Transactions, for the twelve weeks ended March 27, 1994.         

Including $40 million of anticipated costs to restructure Damon's facilities    
as a result of the integration of Corning's and Damon's operations, the         
excess of cost over fair value of tangible net assets acquired in the Damon     
transaction is $552 million. The excess of cost over fair value of tangible     
net assets acquired has been allocated to goodwill with a life of forty         
years. Management believes that fair value approximates book value for all      
tangible assets acquired in the Damon transaction.                              

Goodwill totaling $258 million and $190 million resulted from the Other 1993    
Transactions and the Completed 1994 Transactions, respectively, and is being    
amortized over 25 to 40 years.                                                  

(b) The pro forma adjustment represents the elimination of one-time             
restructuring costs of $40.6 million related to closing MetPath facilities as   
a result of the integration of Damon and MetPath and $7.9 million of Costar     
transaction costs recorded in Corning's results for the year ended January 2,   
1994.                                                                           

(c) The pro forma adjustment to interest expense represents the interest on     
the debt incurred in connection with the Damon transaction and the Other 1993   
Transactions of $11.9 million and $2.3 million, respectively, for the year      
ended January 2, 1994. The weighted average interest rate on the debt           
incurred in connection with the Damon transaction is 4.9% and on the Other      
1993 Transactions ranges from 3.5% to 6.7%.                                     

Corning financed the Damon acquisition and the refinancing of approximately     
$167 million of indebtedness of Damon under short-term financing agreements     
entered into with certain banks to effect this transaction. During the third    
quarter of 1993, Corning refinanced a portion of this short-term financing by   
issuing approximately $200 million of longer-term debt. During the fourth       
quarter of 1993, Corning extended the terms of the financing agreements to      
December 31, 1995. The pro forma adjustment to interest expense related to      
the Damon transaction is calculated as the weighted average of short-term and   
longer-term interest rates.                                                     

(d) The pro forma adjustment represents the elimination of approximately $1     
million of one-time costs incurred by Damon in connection with a terminated     
merger agreement with National Health Laboratories Incorporated which were      
charged to results of operations for the seven months ended July 31, 1993.      

(e) The pro forma adjustment to tax expense represents the tax effect of the    
adjustments detailed in notes (a), (b), (c) and (d) above. In addition, tax     
expense has been adjusted to provide taxes on the income of one of the          
Completed 1994 Transactions which was previously a Subchapter S corporation.    
These adjustments are calculated at Corning's historical effective tax rate.    

(f) The pro forma adjustment to minority interest represents the applicable     
minority interest on the historical earnings and pro forma adjustments of the   
Other 1993 Transactions and the Completed 1994 Transactions.                    

(g) The pro forma adjustment to weighted average shares outstanding             
represents the issuance of 5.5 million shares to complete the Costar            
acquisition in September 1993, 12.5 million shares in conjunction with the      
Completed 1994 Transactions and an estimated 6.7 million shares to be issued    
in conjunction with the Pending 1994 Transaction.                               
The number of shares to be issued in the Pending 1994 Transaction is            
dependent on the price of Corning Common Stock during the 10-day trading        
period ending on the fifth trading day prior to the date of the Nichols         
stockholders meeting held to approve the transaction. For purposes of this      
pro forma presentation, it is assumed that 6.7 million shares will be issued    
(based on a price of $33 per share of Corning Common Stock and the current      
number of Nichols common shares and options to purchase Nichols common shares   
outstanding). Pursuant to the agreement with Nichols, the maximum number of     
shares of Corning Common Stock which could be issued is 9.6 million shares      
(assuming the "floor" price of $26.50 per share of Corning Common Stock and     
exercise of all outstanding options). An increase in the number of shares to    
9.6 million shares would not materially impact the pro forma earnings per       
share presented in the Unaudited Pro Forma Combined Statements of Income.       

Adjustments to Reflect the Offering                                           

(h) The pro forma adjustment to interest expense reflects the decrease in       
interest expense assuming the issuance by Corning Delaware on January 4,        
1993, of $325 million of Preferred Securities (net of an estimated $8.0         
million of underwriting commissions and expenses), and the use of the net       
proceeds thereof by Corning to retire a significant portion of the              
indebtedness incurred in connection with the Damon Transaction.                 
</r.                                                                            

(i) The pro forma adjustment to tax expense reflects the tax effects of the     
adjustment detailed in note (h) above.                                          

(j) The pro forma adjustment to dividends on preferred securities of            
subsidiaries represents the after-tax dividends payable on the $325 million     
of Preferred Securities.                                                        

(k) The pro forma adjustment to loans payable beyond one year and preferred     
securities of subsidiaries assumes the issuance on March 27, 1994, of $325      
million of Preferred Securities (net of an estimated $8.0 million of            
underwriting commissions and expenses).                                         

Note 3--Earnings Per Share:                                                     
Earnings per common share are computed by dividing net income less preferred    
dividends on Corning's Series B Preferred Stock by the weighted average of      
common shares outstanding during each period. Preferred dividends amounted to   
$2.2 million and $.5 million during the year ended January 2, 1994, and the     
twelve weeks ended March 27, 1994, respectively.                                

Note 4--Costar Merger:                                                          
In September 1993, Corning acquired all of the outstanding shares of common     
stock and options to purchase common stock of Costar for approximately 5.5      
million shares of Corning Common Stock and options to purchase approximately    
300,000 shares of Corning Common Stock. This acquisition has been accounted     
for as a pooling of interests. Corning's consolidated financial statements      
for periods prior to the acquisition have not been restated since the           
acquisition is not material to Corning's financial position or results of       
operations.                                                                     

Note 5--Unilab Transaction:                                                     
Corning, through a wholly owned subsidiary, owned 43% of Unilab. In November    
1993, Corning acquired 100 percent of certain Unilab facilities in exchange     
for a majority of the Unilab shares owned by Corning, the assumption of         
approximately $70 million of Unilab debt and Corning's investment in J.S.       
Pathology PLC ("J.S. Pathology"). Corning retained a 12% equity investment in   
Unilab.                                                                         

Note 6--Vitro Transaction:                                                      
On January 2, 1992, Corning entered into an alliance with Vitro, by             
transferring 49% of its consumer-housewares businesses to Vitro, in exchange    
for 49% of Vitro's consumer-products businesses and approximately $137          
million in cash. The alliance consisted of two jointly owned companies.         
Corning owned 51% of Corning Vitro and consolidated its financial statements    
and 49% of Vitro Corning and accounted for its investment under the equity      
method.                                                                         

In December 1993, Vitro and Corning reached an agreement whereby, in two        
separate transactions, Vitro purchased in December 1993, the shares of          
capital stock of Vitro Corning owned by Corning and Corning purchased in        
February 1994 the shares of capital stock of Corning Vitro held by Vitro. The   
net cost to Corning of the two transactions was $131 million. Corning and       
Vitro are continuing their consumer products alliance through cross             
distribution and supply agreements.                                             

424B4
21st “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 21st
MANAGEMENT'S DISCUSSION AND ANALYSIS OF   
FINANCIAL CONDITION AND RESULTS OF OPERATIONS   

First Quarter 1994 Performance                                                  
Net sales for the first quarter 1994 totaled $948.9 million, up 16 percent      
from the same period last year. Approximately half of the sales increase was    
due to the 1993 acquisition of Damon. The other 1993 acquisitions also          
contributed positively to sales growth. Net income was $58.0 million ($0.28     
per share) for the first quarter of 1994 compared to $49.8 million ($0.26 per   
share) for the first quarter 1993. Excluding the impact of a non-operating      
gain in 1993, net income and earnings per share for the first quarter 1994      
were up 23 percent and 15 percent, respectively, when compared to the same      
period last year.                                                               

Earnings from consolidated operations for the first quarter 1994, excluding     
the non-operating gain in 1993, increased 4 percent over the same period last   
year.                                                                           

First quarter 1994 equity in earnings of associated companies was $16.5         
million compared with $7.2 million in the same period last year. Increased      
earnings were due to strong operating performance at Dow Corning and the        
elimination of losses from Vitro Corning, which was divested in late 1993.      

Segment Overview                                                            
Corning's products and services are grouped into four industry segments:        
Specialty Materials, Communications, Laboratory Services and Consumer           
Products. Sales and earnings for the first quarter 1994 increased in all        
segments except laboratory services which was negatively impacted by severe     
winter weather in the eastern half of the United States.                        

Sales and earnings growth in the specialty materials segment was led by the     
environmental products business which experienced increased demand for          
ceramic substrates in its North American market. The science products           
business, which included results of Corning Costar Corporation which was        
acquired in 1993, and the optical products business also contributed to the     
earnings growth in this segment.                                                

Increased sales and earnings in the communications segment were primarily due   
to strong volume gains in the optical-fiber and optical-cable businesses.       
Sales and earnings in the conventional video components and projection video    
businesses also contributed to the growth in this segment. Earnings             
improvements were offset somewhat by continued development spending in the      
advanced display products and ceramic memory disk businesses.                   

First quarter sales of the laboratory services segment improved significantly   
over the prior year primarily as a result of the 1993 acquisition of Damon.     
First quarter segment earnings were level with 1993. Sales and earnings of      
this segment were negatively impacted by the severe winter weather in the       
eastern half of the United States. The Damon acquisition contributed            
positively to the operating results of this segment; however, the gain was      
offset by increased goodwill amoritization resulting from the acquisition.      

Sales and earnings gains in the consumer products segment were driven by        
improved domestic volume. Strong manufacturing performance and a continued      
focus on cost controls also contributed to the earnings growth in this          
segment.                                                                        

Taxes on Income                                                             
Corning's effective tax rate was 37% in the first quarter 1994 and 34% in the   
first quarter 1993. The change in the effective tax rate was primarily due to   
the increase in the U.S. corporate statutory tax rate (which was effective in   
the third quarter 1993) and an increase in non-deductible amortization of       
intangibles and other expenses.                                                 

Liquidity and Capital Resources                                                 
Corning's working capital of $452.5 million at March 27, 1994 was relatively    
unchanged from $451.4 million at the end of 1993. The ratio of current assets   
to current liabilities of 1.4 was also unchanged from                           
year-end 1993. Corning's long-term debt as a percentage of total capital was    
42% at the end of the first quarter compared to 45% at year-end 1993. The       
improvement in this ratio is due primarily to the issuance of common stock in   
February 1994. Corning intends to repay all or a significant portion of the     
remaining $400 million Damon acquisition debt with the proceeds from the sale   
of the Damon laboratories in California and the net proceeds from this          
Offering.                                                                       

Cash Flows                                                                  
Cash and short-term investments declined from year-end 1993 by $62.6 million    
due to operating and investing activities which used cash of $63.8 million      
and $334.7 million, respectively, offset by financing activities which          
provided cash of $335.7 million. Net cash used in operating activities          
increased in the first quarter 1994 compared to the same period in 1993 due     
primarily to an increase in accounts receivable. Net cash used in investing     
activities increased during the same period due to the acquisition of assets    
from Northern Telecom Limited and the purchase of Corning Vitro stock from      
Vitro. Net cash provided by financing activities increased in the first         
quarter 1994 over 1993 primarily as a result of the issuance of common stock    
in February 1994 to finance the Northern Telecom and Vitro transactions.        

1993 Performance                                                                
Corning's consolidated sales of $4,004.8 million in 1993 were up 8% from        
1992. Approximately half of this growth was attributable to recent              
acquisitions, with the remaining growth led by the Laboratory Services and      
Communications segments. Consolidated sales in 1992 increased 14% from 1991     
also as a result of strong performance by the Laboratory Services segment,      
due in part to acquisitions, and the Communications segment.                    

As a result of non-recurring charges, Corning incurred a net loss in both       
1993 and 1992.                                                                  

Net losses totaled $15.2 million ($0.09 per common share) in 1993 and           
included net non-recurring charges against consolidated operations totaling     
$202.8 million ($117.9 million after tax and minority interest).                
These charges included a restructuring charge of $156.0 million as              
a result of costs to integrate the Damon acquisition and a planned              
company-wide program to reduce assets and overhead costs during                 
the next year, other special charges totaling $51.0 million and a               
non-operating gain of $4.2 million. The other special charges                   
primarily included $36.5 million for the settlement and related                 
legal expenses incurred in the compromise agreement between                     
MetPath, Corning's clinical-testing business, and the Civil                     
Division of the Department of Justice and $8.0 million of                       
transaction expenses related to the Costar acquisition. Corning also            
recorded a $203.1 million reduction in equity earnings as a result of a         
charge taken by Dow Corning related to breast-implant litigation and a $9.5     
million reduction in equity earnings as a result of a restructuring charge      
taken by Vitro Corning.                                                         

As a result of non-recurring charges in 1992, Corning recorded a net loss of    
$12.6 million ($0.08 per common share) compared with net income of $316.8       
million ($1.69 per common share) in 1991. Non-recurring charges in 1992         
included an after-tax charge of $294.8 million ($1.56 per common share) to      
reflect the cumulative effect of adoption of Financial Accounting Standard      
No. 106, "Employers' Accounting for Postretirement Benefits Other than          
Pensions," (FAS 106) for all consolidated and equity companies and a gain of    
$8.2 million ($0.04 per common share) to reflect Corning's equity in the        
cumulative effect of adoption of Financial Accounting Standard No. 109,         
"Accounting for Income Taxes," by an equity company.                            

Earnings from consolidated operations, excluding non-recurring gains and        
losses, declined 4% in 1993 when compared with 1992. This decline was           
principally due to weak performance in the Consumer Products segment and the    
cyclical businesses of the Specialty Materials segment, especially those in     
Europe. In addition, lower prices reduced the rate of growth in both the        
MetPath clinical-testing business and the optical-fiber and optical-cable       
businesses. Earnings were also impacted by increased interest expense on debt   
incurred to finance the acquisition of Damon and capital expansion programs.    

Equity earnings in 1993, excluding non-recurring charges, were up 14% over      
1992 primarily as a result of improved performance at Samsung-Corning           
Company, Ltd. ("Samsung-Corning") and Dow Corning. These gains were offset      
somewhat by a decline in earnings from the optical-fiber equity companies and   
continued poor operating performance at Vitro Corning.                          

In 1992, earnings from consolidated operations increased 12% over 1991 with     
the growth led by the Communications and Laboratory Services segments. Equity   
earnings in 1992 declined substantially from 1991 levels due to non-recurring   
charges and reduced operating earnings at Dow Corning and losses at both        
Vitro Corning and Unilab.                                                       
Segment Overview                                                                
In the following discussion, the sales and earnings of Corning's equity         
affiliates are discussed in terms of the Company's four industry segments.      

Specialty Materials                                                             
(In millions)                                                                   

                                                                [Download Table]

                           1993       1992      1991  
                                                      
Consolidated sales        $758.7    $750.1 (1)  $704.4
Income before taxes (2)     73.6(3)   93.8 (1)    92.2

(1) The 1992 results of certain businesses which have been transferred from     
the Consumer Products segment to the Specialty Materials segment have been      
reclassified to conform to the current year's presentation.(2) Both 1992 and    
1993 include the incremental expense due to the adoption of FAS 106 which       
totaled $8.5 million in 1992.(3) Includes $26.5 million of restructuring        
charges.                                                                        

Consolidated operations:                                                        

Consolidated sales of this segment have increased modestly in each of the       
last three years. The increase in 1993 segment sales resulted primarily from    
the acquisition of Costar. Excluding the impact of restructuring charges,       
earnings have also increased over the past three years. Restructuring charges   
in 1993 included $8 million of transaction costs related to the Costar          
acquisition and $18.5 million of severance and other costs to restructure       
operations both in the United States and in Europe.                             

Segment performance in 1993 was led by the science-products businesses. Sales   
and earnings of the science-products businesses were up significantly over      
1992 reflecting improved manufacturing efficiencies in both the plastic and     
glass product lines, continued strength in the market for plastic science       
products, and the acquisition of Costar. In the third quarter, Corning          
acquired Costar, a manufacturer of disposable plastic products, membrane        
filters, cartridge and filtration equipment used in life-science laboratories   
and industrial plants throughout the world. With this acquisition, Corning      
more than doubled the size of its existing plastics business. The modest        
sales growth of the science-products businesses in 1992 over 1991 was           
attributable to the growth in the market for plastic products. Earnings gains   
in 1992 were primarily due to manufacturing efficiencies in the plastics        
line.                                                                           

Sales of the environmental-products business in 1993 were up slightly over      
1992 due primarily to strong sales in North America offset by declines in the   
European markets. Legislation mandating the use of pollution-control devices    
continues to drive the increase in demand for automotive and diesel             
substrates. Earnings in 1993 were down when compared with 1992 due to the       
weak European economies. Sales and earnings of this business increased in       
1992 over 1991 due to volume and manufacturing efficiency gains.                

Sales of Corning's other Specialty Materials businesses, consisting of          
optical products, lighting, and other advanced materials, declined in 1993      
and 1992. Sales of these businesses in 1993 increased in the United States      
but were down significantly in Europe due to weak economic conditions. Growth   
in the optical products business continues to be negatively impacted by         
plastic optical products. Earnings of these businesses in total declined in     
1993 and 1992.                                                                  

In December 1993, Corning sold its process systems business which had annual    
sales of approximately $40 million. Both the operating results of this          
business and impact of this transaction were not material.                      

Equity companies:                                                               
(In millions)                                                                   

                                                                [Download Table]

                                         1993         1992        1991  
                                                                        
Net sales                              $2,322.4    $2,230.6     $2,090.5
Corning's share of net income (loss)     (139.2)       20.3(1)      83.5

(1) Before equity in changes in accounting methods.                             

Corning is an investor in and receives income from a number of equity           
companies in the Specialty Materials segment, including Dow Corning,            
Pittsburgh Corning Corporation and Pittsburgh Corning Europe, N.V. Dow          
Corning's sales increased in each of the last three years. Corning's equity     
in earnings of Dow Corning was reduced by $203.1 million, $24.5 million and     
$8.2 million in 1993, 1992 and 1991, respectively, as a result of charges       
taken by Dow Corning related to its terminated breast implant business and by   
restructuring charges totaling $13.2 million in 1992. Excluding special         
charges, earnings were up                                                       

in 1993 following a decline in 1992 due to improved operating performance at    
Dow Corning. The 1992 decline was caused by weak worldwide economies and the    
increase in postretirement benefit expense caused by the adoption of FAS 106    
at Dow Corning.                                                                 

In September 1993, Dow Corning announced that a proposal had been developed     
to settle, on a global basis, matters involved in litigation over silicone      
breast implant products. In March 1994, Dow Corning, along with other           
defendants and representatives of breast implant litigation plaintiffs,         
signed a Breast Implant Litigation Settlement Agreement (the "Settlement        
Agreement"). Under the Settlement Agreement and related agreements, industry    
participants would contribute approximately $4.2 billion over a period of       
more than thirty years to establish several special purpose funds. The          
Settlement Agreement is subject to court approval and to withdrawal by Dow      
Corning and other defendants and plaintiffs in certain events. Corning is not   
a party to the Settlement Agreement and will not make any contributions to      
the settlement contemplated thereby. See "Business of Corning--Recent           
Developments--Breast Implant Litigation."                                       

Dow Corning recorded an accounting charge of $415 million after tax in the      
fourth quarter of 1993. As disclosed in Dow Corning's financial statements,     
this charge included the net present value of Dow Corning's best estimate of    
its potential liability for breast implant litigation based on current          
settlement negotiations, and also included provisions for legal,                
administrative, and research costs related to breast implants, for a total of   
$1.24 billion, less expected insurance recoveries of $600 million. Future       
developments, including any failure of the Settlement Agreement to receive      
court approval and any withdrawal by Dow Corning and other defendants and       
plaintiffs from the Settlement Agreement, may require Dow Corning to revise     
its current estimates or record additional provisions.                          

Corning does not believe that its share of any additional accounting charge     
taken by Dow Corning resulting from the breast implant litigation will have a   
material adverse effect upon Corning's overall financial condition. However,    
it is possible that Corning's share of any such charge taken by Dow Corning     
will have a material adverse effect upon Corning's earnings in the quarter in   
which any such charge is recognized by Dow Corning. The amount of any such      
charge would be written off against Corning's investment in Dow Corning which   
totalled $370 million at June 19, 1994.                                         

In early 1993, Dow Corning suspended its dividend payments to Corning and Dow   
Chemical. In 1992, Corning received from Dow Corning $43 million in             
dividends. Corning does not expect to receive dividends from Dow Corning for    
the next several years. Corning believes that it has sufficient liquidity and   
access to capital and does not believe that the suspension of these dividends   
will have a material impact on its liquidity or financial position.             

Outlook:                                                                        

The modest positive sales trend experienced in this segment over the last       
three years is expected to continue in 1994. Sales growth is expected to come   
primarily from the continued strength of the plastics science-products          
business and from the ceramic substrates business as new and pending            
environmental regulations become effective in the United States and foreign     
countries. Although performance of this segment will continue to be affected    
by the European and Japanese economies, consolidated earnings are expected to   
grow modestly due primarily to continued cost control and restructuring         
measures and manufacturing efficiencies. Dow Corning's sales and operating      
earnings are expected to improve in 1994.                                       

Communications                                                                  
(In millions)                                                                   

                                                                [Download Table]

                            1993        1992      1991 
                                                       
Consolidated sales        $1,192.0    $1,036.6   $901.8
Income before taxes (1)      243.3 (2)   230.1    189.1

(1) Both 1992 and 1993 include the incremental expense due to the adoption of   
FAS 106 which totaled $9.1 million in 1992.                                     
(2)  Includes $10.7 million of restructuring charges.                           

Consolidated operations:                                                        

Consolidated sales in this segment have grown during the past three years       
driven by continued strong growth in worldwide demand for optical fiber and     
optical cable. The conventional-video components and advanced display           
products businesses also experienced strong sales increases in 1993.            
Excluding restructuring charges, earnings were up in 1993 due to volume         
growth and improved manufacturing performance in the advanced display           
products and conventional-video components businesses and a modest increase     
in earnings of the optical-fiber and optical-cable businesses. Sales and        
earnings in the projection-video business reached record levels in 1993.        
Restructuring charges of $10.7 million in 1993 included severance and other     
costs associated with an overhead reduction program. Segment earnings in 1992   
increased over 1991.                                                            
Sales of Corning's optical-fiber and optical-cable businesses increased         
significantly in both 1993 and 1992. Market growth has been led by the          
increased use of fiber-optic cable in the feeder portions of telephone          
networks and the rapidly growing use of fiber in cable-television systems.      
Despite record volume growth, earnings of the optical-fiber and optical-cable   
businesses increased only slightly due to aggressive pricing to secure          
long-term optical-cable supply contracts. Earnings in 1992 increased over       
1991. Corning continues to invest in the development of several businesses in   
this segment which provide a variety of optical components to bring optical     
fiber to the home.                                                              

In 1993, Corning increased its acquisition activity in this segment to expand   
its market for optical-fiber products and related optical components. In the    
third quarter of 1993, Siecor acquired the telecommunications business of GTE   
Control Devices Incorporated which manufactures single- and multi-line          
network interface devices, solid state protection devices for central office    
and building entrance terminals, and optical hardware products. In February     
1994, Corning and Siecor acquired the assets relating to the optical-fiber      
and optical-cable businesses of NTL for $130 million in a transaction           
accounted for as a purchase. NTL is a major supplier of optical fiber and       
optical cable to Canadian and international markets.                            

Sales in the conventional-video components and projection-video businesses      
increased significantly in 1993. The recovering U.S. television market and a    
shift in product mix from medium to larger size video components contributed    
to the strong sales increase. Sales in 1992 increased over 1991. Earnings       
were up in 1993 and 1992 as a result of higher volume and continuing            
manufacturing efficiency improvements.                                          

Sales in the advanced display products business, which produces                 
liquid-crystal display glass, increased significantly in both 1993 and 1992.    
As a result of the growth in sales and solid manufacturing gains, this          
business experienced profitability for the first time in 1993 despite           
continued significant investment in research and development. In 1993,          
Corning began construction of melting units in Japan and in the United States   
which will significantly increase production capacity to meet the demands of    
this growing market.                                                            

In 1993, Corning and Seagate Technology, Inc. ("Seagate") entered into the      
first major sales contract for Corning's new MemCor(tm) glass-ceramic memory    
disk which is used for high-performance disk drives in computers. This          
product significantly increases storage capacity and, because of its            
strength, improves reliability. Although the Seagate contract represents an     
important milestone in the development of this product, the profitability of    
this business will continue to be impacted by significant development           
spending.                                                                       

Sales of Biosym Technologies Inc. ("Biosym"), which was acquired in the third   
quarter of 1992, contributed to the sales growth of this segment. Biosym        
specializes in the development, marketing, and support of computer-aided        
molecular design software. Biosym's profitability was impacted by the weak      
economies in Japan and Europe and a slowdown in sales to pharmaceutical         
companies caused by uncertainty surrounding the impact of health-care reform.   

Equity companies:                                                               
(In millions)                                                                   

                                                                [Download Table]

                                 1993      1992     1991 
                                                         
Net sales                       $680.2    $685.8   $609.1
Corning's share of net income     35.4      37.4     25.8

Samsung-Corning, a South Korean manufacturer, produces glass panels and         
funnels for entertainment television and display monitors. Samsung-Corning's    
sales and earnings increased in 1993 and 1992. The 1993 increase in sales and   
earnings reflected higher volumes and share gains due to the strengthening      
yen along with reduced financing costs. The 1992 increase was primarily a       
result of increased sales and improved manufacturing performance. In 1993,      
Samsung-Corning completed a transaction which will expand its manufacturing     
capacity into Eastern Europe.                                                   

Sales and earnings of Corning's optical-fiber equity companies declined in      
1993 due primarily to a decrease in volume and pricing pressures felt most      
heavily in Europe. Earnings were flat in 1992 compared with 1991 primarily as   
a result of adverse market conditions in the United Kingdom.                    

Outlook:                                                                        
Segment performance is expected to improve in 1994. Sales volumes in the        
optical-fiber and optical-cable businesses are expected to continue to grow,    
although the rate of growth in earnings will continue to be impacted by         
worldwide pricing pressures. Sales and earnings of the advanced display         
products business are expected to continue their rapid growth trend. Sales      
and earnings in the conventional-video components and projection-video          
businesses are expected to continue their upward trend. Equity earnings         
in this segment are expected to decline due to the impact of two major glass    
furnace repairs on Samsung-Corning sales offset by a slight improvement in      
the optical-fiber equity companies.                                             

Laboratory Services                                                             
(In millions)                                                                   

                                                                [Download Table]

                        1993        1992      1991 
                                                   
Consolidated sales    $1,319.5    $1,149.8   $884.3
Income before taxes      125.3 (1)   203.1    155.5

(1) Includes  $52.0 million of restructuring charges and $43.0 million          
of other special charges.                                                       

Consolidated operations:                                                        

Consolidated sales in this segment achieved record levels in each of the last   
three years, reflecting the strong performance trend in existing businesses     
and the impact of strategic acquisitions. Earnings were significantly           
impacted by non-recurring charges in 1993. Excluding these charges, earnings    
increased, but at a slower pace in 1993 than in prior years as a result of      
pricing pressures and significant uncertainty in the health care industry.      

In August 1993, MetPath completed the acquisition of Damon, a                   
clinical-testing business. In addition, in November 1993, MetPath completed a   
transaction with Unilab which resulted in the acquisition of Unilab's           
laboratories in Denver, Dallas, and Phoenix. With the completion of these       
transactions, MetPath is strategically positioned with efficient low-cost       
operations throughout the United States.                                        

MetPath's sales increased in both 1993 and 1992. Approximately 75% of the       
1993 sales growth resulted from Damon and other acquisitions. Excluding the     
impact of non-recurring charges, MetPath's 1993 earnings were up slightly due   
to the acquisition of Damon. Earnings growth in 1993 was hindered by            
competitive pricing pressures and an increasingly higher mix of business from   
lower-priced managed-care clients. MetPath recorded a $52.0 million             
restructuring charge in 1993 primarily for costs of closing MetPath             
facilities as a result of the integration of Damon and MetPath operations.      
This integration should provide MetPath with significant synergies and          
additional opportunities to reduce unit costs in 1994 and 1995.                 

In September 1993, Metpath recorded other special charges of $43.0 million,     
primarily including a charge of $36.5 million to reflect the                    
settlement and related legal expenses associated with its compromise            
agreement with the Civil Division of the Department of Justice to settle        
claims brought on behalf of the Inspector General, U.S. Department of Health    
and Human Services. The claims related to the marketing, sale, pricing and      
billing of certain blood-test series provided to Medicare patients. The         
settlement does not constitute an admission by MetPath with respect to any      
issue arising from the civil action. In the third quarter 1993, MetPath,        
along with other major clinical laboratories, received subpoenas for            
additional information relating to certain other tests. In addition, certain    
payors are reviewing their reimbursement practices for laboratory tests in      
response to announcements by certain competitors and continued pressure by      
government agencies. The outcome of these events is uncertain but could         
increase the current downward price trend in the clinical-testing industry.     
See "Business of Corning--Recent Developments--Department of Justice            
Investigation."                                                                 

Sales of the pharmaceutical services businesses have increased during the       
last three years. Earnings improved significantly in 1993 and 1992 primarily    
as a result of strong volume growth and cost-reduction actions. SciCor, Inc.    
("SciCor"), which was acquired in 1991, reported increased revenues and         
operating profits in both 1993 and 1992 as the market for clinical drug         
trials continues to grow.                                                       

Sales at Enseco, the environmental-laboratory testing company, declined         
slightly in 1993 due to weak market conditions and a scale-back in              
operations. Sales in 1992 increased over 1991 levels primarily due to a late    
1991 acquisition. Earnings increased slightly in both 1993 and 1992 resulting   
from improved operating efficiencies and cost-reduction programs.               

Equity companies:                                                               
(In millions)                                                                   

                                                                [Download Table]

                                        1993     1992     1991 
                                                               
Net sales                              $18.0    $228.4   $198.7
Corning's share of net income (loss)    (0.5)     (8.5)     0.7

In November 1993, MetPath acquired 100% of certain Unilab facilities in         
exchange for a majority of the Unilab shares owned by MetPath, the assumption   
of approximately $70 million of Unilab debt, and MetPath's investment in J.S.   
Pathology PLC. MetPath retained a 12% equity investment in Unilab. At year      
end 1992, MetPath owned 43% of Unilab and, in contemplation of this             
transaction, accounted for it using the cost method of accounting for           
investments in 1993.                                                            

Outlook:                                                                        

Sales of the Laboratory Services segment are expected to increase as a result   
of the Damon acquisition and volume gains in all businesses. MetPath's          
earnings are expected to increase as a result of significant cost reductions    
over the next year and synergies from the Damon acquisition offset somewhat     
by the continuing price pressures in the health care industry. Solid growth     
is expected to continue in the pharmaceutical services businesses. The          
environmental-laboratory testing business will continue to emphasize cost       
efficiencies and quality.                                                       

Consumer Products                                                               
(In millions)                                                                   

                                                                [Download Table]

                               1993      1992      1991  
                                                         
Consolidated sales            $734.6    $772.2 (1) $768.7
Income before taxes (2) (3)    (35.4)    (20.3)(1)   57.7

(1) The 1992 results of certain businesses which have been transferred from     
the Consumer Products segment to the Specialty Materials segment have been      
reclassified to conform to the current year's presentation.                     

(2) Both 1992 and 1993 include the incremental expense due to the adoption of   
FAS 106 which totaled $6.3 million in 1992.                                     

(3) Includes $46.5 million and $63.3 million of restructuring charges in 1993   
and 1992, respectively.                                                         

Consolidated operations:                                                        

Consolidated sales in the Consumer Products segment declined in 1993 in         
comparison with 1992 due to the impact of a poor worldwide retail sales         
environment and the recent exit from the Brazilian market. Profitability has    
been affected by increased promotion costs, reduced manufacturing to realign    
inventory levels with lower sales volumes and reserves for certain inventory    
and product claims. Segment profits were also adversely impacted in 1993 by     
restructuring charges. Sales in 1992 were up in comparison with 1991;           
however, earnings in 1992 were down primarily due to a restructuring            
provision for the shutdown of operations in Brazil.                             

In December 1993, Corning and Vitro of Mexico agreed to end their cross         
ownership of Corning Vitro in the United States and Vitro Corning in Mexico.    
As a result of the agreement, in December 1993, Vitro purchased the shares of   
capital stock of Vitro Corning owned by Corning and, in February 1994,          
Corning purchased the shares of capital stock of Corning Vitro held by Vitro.   
The net cost to Corning was $131 million. As a result of the transactions,      
Corning Vitro has changed its name to Corning Consumer Products Company.        
Corning and Vitro will continue their consumer products alliance through        
cross distribution and supply agreements.                                       

Corning Consumer Products' sales decreased in the North American and European   
markets in 1993. The decline in the U.S. market was attributable primarily to   
trade inventory corrections and reduced promotional activity. European sales    
continue to be impacted by the weak economy. In 1992, sales increased in        
North America but declined in Europe. Sales improved in Asia-Pacific in both    
1993 and 1992.                                                                  

Sales of Corning Ware(R) cookware and Pyrex(R) ware improved in 1993 compared   
with 1992. These increases were offset, however, by declines in sales of        
Visions(R) ware, due partially to Corning Consumer Products' exit from          
Brazil. Sales of Corelle(R) dinnerware and Revere Ware(R) cookware declined     
slightly. Corelle(R) dinnerware volume was affected by trade inventory          
corrections and reduced trade promotional activity.                             

Restructuring charges totaling $46.5 million in this segment included costs     
of a reduction in the salaried work force, the consolidation of Corning         
Ware(R) cookware and Visions(R) ware manufacturing, and the consolidation of    
North American packaging operations.                                            

Sales of Steuben(R) crystal increased over 1992 due to a general increase in    
volume as well as the opening of several new retail stores and wholesale        
galleries and new product introductions. Earnings of this business improved     
slightly in 1993 due to improved glass melting performance and quality          
initiatives.                                                                    

Equity companies:                                                               
(In millions)                                                                   

                                                                [Download Table]

                                        1993      1992     1991
                                                               
Net sales                              $285.2    $273.4   $87.7
Corning's share of net income (loss)    (15.7)     (5.4)    1.7

Equity in earnings in 1993 continued to be negatively impacted by the poor      
operating results of Vitro Corning due to the combined impact of the weak       
Mexican economy, domestic Mexican inflation, increasing foreign competition     
in Mexico and the strength of the Mexican peso. Vitro Corning's 1993            
operating losses were offset somewhat by a favorable non-recurring tax          
adjustment. Corning also recorded a $9.5 million reduction in equity earnings   
resulting from a restructuring charge taken by Vitro Corning in 1993. The       
decline in 1992 was the result of equity losses recorded by Vitro Corning,      
due primarily to adverse retail market conditions in Mexico.                    

Outlook:                                                                        

Sales and earnings are expected to improve in 1994 as the benefits of           
restructuring programs implemented in 1993 and a focused marketing strategy     
positively impact performance. The change from cross ownership to               
distribution and supply agreements with Vitro is expected to have a modest      
positive impact on earnings. Economic uncertainties, especially in Europe,      
will continue to impact this segment.                                           

Other Revenues and Deductions                                               
Non-operating gains and losses:                                                 

In 1993, Corning recognized a non-operating gain of $4.2 million ($2.6          
million after tax).                                                             

In 1992, Corning recognized net non-operating gains from consolidated           
operations totaling $7.0 million ($21.7 million after tax), including a gain    
of $10.1 million (before and after tax) from the sale of an additional equity   
interest in Corning Japan K.K. and a pre-tax loss of $7.3 million ($9.0         
million after-tax gain) from the formation of the consumer housewares venture   
with Vitro.                                                                     

In 1991, Corning recognized net non-operating gains from consolidated           
operations totaling $8.1 million ($14.6 million after tax) which included a     
gain of $5.3 million (before and after tax) on the sale of an equity interest   
in Corning Japan.                                                               

Provision for restructuring and other special charges:                          
In the third quarter 1993, Corning recorded a charge of $207.0 million ($120.5  
million after tax of $79.1 million and minority interest of $7.4 million) which 
included $156.0 million of restructuring charges and $51.0 million of other     
special charges.  The restructuring charges included costs to integrate the     
Damon acquisition and costs of a planned company-wide restructuring program to  
reduce assets and overhead costs during 1994. The other special charges         
primarily included a charge by MetPath of $36.5 million to reflect the          
settlement and related legal expenses associated with its compromise agreement  
with the Civil Division of the Department of Justice to settle claims brought   
on behalf of the Inspector General, U.S.  Department of Health and Human        
Services, and $8 million of investment banking, legal and accounting fees and   
other transaction expenses related to the Costar acquisition.                   

The costs to integrate the Damon acquisition include the costs of shutting down 
MetPath facilities in certain markets where duplicate MetPath and Damon         
facilities existed at the time of the transaction.  These costs totaled $40.6   
million and primarily included employee severance and other employee termination
benefits ($6 million), costs of exiting leased laboratory space and the         
write-off of duplicate laboratory equipment ($24 million) and certain costs for 
continuing employees directly related to the integration of Damon and MetPath   
($3.3 million).  Management believes that the integration of Damon and MetPath  
facilities should significantly reduce operating costs of the combined          
companies and will be substantially complete by the end of 1994.                

The costs to be incurred in the company-wide restructuring program totaled      
$115.4 million and included, among other items, severance and other employee    
termination benefits ($68.2 million) related to a company-wide program to       
reduce employment levels (and thus operating costs), facility and other costs to
consolidate the North American packaging and worldwide Pyroceram manufacturing  
operations in the Consumer Products segment ($23.6 million), facility and other 
costs to restructure or close several environmental and pharmaceutical testing  
facilities ($9.1 million), consulting fees associated with company-wide in-depth
studies aimed at re-engineering the organization and operating practices of the 
Company ($11.8 million) and certain costs for continuing employees directly     
related to the restructuring plans ($3.4 million).  Management believes that the
company-wide restructuring program will significantly reduce operating costs and
will be substantially complete by the end of 1994.  The Company's re-engineering
studies are expected to be complete in the first half of 1995.  It is possible  
that these studies will result in additional employee terminations, asset       
write-offs and other cost reduction activities beginning in late 1994 or in     
1995.  It is currently not possible to estimate the costs or benefits of these  
terminations, write-offs or other activities.                                   

The 1993 restructuring and integration charges included severance and other     
termination benefits related to approximately 1,600 employees.  Employee        
reductions primarily include employees at various MetPath laboratory locations, 
salaried employees at Corning Consumer Products Company (formerly known as      
Corning Vitro Corporation) and salaried employees in various line, research and 
staff organizations throughout the Company where business conditions require    
reduced staff levels.  At the end of the second quarter 1994, approximately     
1,100 employees across the Company had been terminated or notified of their     
termination and approximately $19.6 million of the $74.2 million severance and  
other termination benefits had been paid.                                       

The 1993 restructuring and integration charges included $29.3 million of asset  
write-offs and $126.7 million of future cash expenditures of which              
approximately $5.1 million was spent in 1993 and $86.4 million, $31.2 million   
and $4.0 million is expected to be spent in 1994, 1995 and future years,        
respectively.  Corning management believes these costs will be financed with    
cash from operations and does not anticipate any significant impact on its      
liquidity as a result of the restructuring plan.                                

In 1992, Corning recorded a charge of $63.3 million ($32.1 million after tax    
of $22.9 million and minority interest of $8.3 million) as a result of          
Corning Vitro's decision to restructure its Brazilian operations.               

Equity earnings:                                                                

In 1993, Corning recognized a $203.1 million reduction in equity earnings as    
a result of an accounting charge taken by Dow Corning related to                
breast-implant litigation and a $9.5 million reduction in equity earnings as    
a result of a restructuring charge taken by Vitro Corning.                      

In 1992, Corning recognized a $37.7 million reduction in equity earnings        
which included $24.5 million of accounting charges associated with Dow          
Corning's terminated breast-implant business and $13.2 million of               
restructuring charges associated with Dow Corning's exit from its Brazilian     
operations and other cost-reduction programs.                                   

In 1991, Corning recognized an $8.2 million reduction in equity earnings to     
reflect an accounting charge recorded by Dow Corning for costs associated       
with its terminated breast-implant business.                                    

Taxes                                                                       
Corning's effective tax rate varies between years due primarily to the impact   
of certain non-operating gains and losses and restructuring charges. The        
effective tax rates, excluding these items, were 31% in 1993, 33% in 1992,      
and 37% in 1991. The reduced 1993 rate is primarily due to tax benefits         
associated with the sale of the process systems business and the revaluation    
of deferred tax assets discussed below. The reduced 1992 rate resulted from     
the implementation of repatriation programs and increased utilization of tax    
credits.                                                                        

Corning adopted FAS 109 at the beginning of 1993. The impact of adoption of     
FAS 109 was not material. On August 10, 1993, the Revenue Reconciliation Act    
of 1993 (the "Act") was signed into law. The Act increased the U.S. corporate   
statutory tax rate from 34% to 35% for years beginning after December 31,       
1992, changed the deductibility of certain expenses and extended certain tax    
credits. The increase in the statutory tax rate resulted in a gain from the     
revaluation of Corning's net deferred tax assets in the third                   
quarter 1993 which lowered the 1993 effective tax rate. Excluding this gain,    
the impact of the Act did not have a material impact on Corning's effective     
tax rate.                                                                       

Liquidity and Capital Resources                                             
Corning's working capital of $451.4 million at the end of 1993 declined         
slightly from $465.2 million at the end of 1992. The ratio of current assets    
to current liabilities was 1.4 at the end of 1993 compared with 1.6 at the      
end of 1992. Corning's ratio of long-term debt to total capital increased to    
45% at the end of 1993 from 28% at the end of 1992. The change in the ratio     
of long-term debt to total capital is primarily due to the financing of the     
Damon acquisition.                                                              

In 1993, Corning increased its available bank credit lines by $155 million.     
In addition, Corning borrowed $600 million under agreements with two banks to   
finance the acquisition of Damon for approximately $405 million in cash and     
the refinancing of approximately $167 million of Damon's debt. In September     
1993, Corning issued $200 million of long-term debt securities in public        
offerings and used the proceeds of such offerings to repay an equivalent        
amount of the acquisition debt. Corning intends to refinance all or a           
significant portion of the remaining acquisition debt with the net proceeds     
from this Offering.                                                             

Cash Flows                                                                  
Cash flows from operating activities increased in 1993 compared with 1992       
primarily due to a significant reduction in net current operating assets and    
liabilities (excluding the impact of acquisitions) offset by the payment by     
MetPath to the Department of Justice and the suspension of dividends from Dow   
Corning. Cash flows from operating activities increased in 1992 over 1991       
primarily due to improved operations.                                           

Cash used in investing activities increased significantly in 1993 over 1992     
primarily due to the acquisition of Damon for approximately $405 million.       
Cash used in investing activities also increased in 1992 over 1991 primarily    
due to increased investments in plant and equipment and acquisitions in the     
Laboratory Services segment, partially offset by the receipt of $137 million    
of net proceeds from the formation of Corning Vitro and Vitro Corning.          
Capital spending increased in 1993 when compared with 1992 primarily due to     
the expansion of the liquid-crystal display facility in Japan and the           
completion of Corning's corporate headquarters building. Capital spending       
increased in 1992 over 1991 primarily due to the continued expansion of the     
Wilmington, North Carolina, optical-fiber manufacturing facility, the           
construction of additional facilities to support growth in the Laboratory       
Services segment and the construction of the corporate headquarters building.   
At year end 1993, Corning's capital commitments totaled approximately $199.2    
million.                                                                        

In 1993, cash provided by financing activities increased significantly over     
1992 primarily as a result of increased borrowings to finance the acquisition   
of Damon and the telecommunications business of GTE Control Devices             
Incorporated and to finance continued capital expansion programs. In 1992,      
cash used in financing activities increased significantly over 1991 due to      
higher levels of common stock repurchases and the timing of dividend            
payments.                                                                       

Corning repurchased 1,323,700; 2,910,500; and 1,989,000 shares of its common    
stock in 1993, 1992, and 1991, respectively, pursuant to a systematic plan      
authorized by the Board of Directors. This activity is designed to provide      
shares for Corning's various employee-benefit programs. Corning suspended its   
share repurchase program in May 1993 to conserve cash for acquisition           
purposes.                                                                       

Dividends paid to common shareholders in 1993 totaled $134.1 million compared   
with $176.7 million in 1992 and $92.6 million in 1991. The higher 1992          
payment resulted from a $0.15 per-share special dividend declared in 1991 and   
paid in 1992 and the payment of the fourth quarter 1992 dividend prior to the   
end of fiscal 1992. Excluding these items, the increase in dividends paid was   
caused by an increase in the dividend rate of 10% and 17% in 1993 and 1992,     
respectively, and the increase in common shares outstanding.                    

Environment                                                                 
Corning has been named by the Environmental Protection Agency under the         
Superfund Act, or by state governments under similar state laws, as a           
potentially responsible party for 22 hazardous waste sites. Under the           
Superfund Act, all parties who may have contributed any waste to a hazardous    
waste site, identified by such Agency, are jointly and severally liable for     
the cost of cleanup unless the Agency agrees otherwise. It is Corning's         
policy to accrue for its estimated liability based on expert analysis and       
continual monitoring by both internal and external consultants. Corning has     
accrued for its estimated liability with respect to each of these sites and     
has not reduced the liability for any potential insurance recoveries. The       
aggregate liability is not material to the Company's operations or financial    
position.                                                                       
Effects of Inflation                                                            
Amounts reflected in the financial statements do not provide for the effect     
of inflation on operations or financial position. The expenses and asset        
values, specifically those related to long-lived assets, reflect historical     
cost and do not necessarily represent replacement cost or charges to            
operations based on replacement cost. Corning's operations are geared to        
provide funds from operations which would be sufficient along with other        
sources to replace fixed assets as necessary. Net income would be lower than    
reported if the effects of inflation were reflected by charging operations      
for replacement costs.                                                          

BUSINESS OF CORNING   

General                                                                         
Corning traces its origin to a glass business established by the Houghton       
family in 1851. The present corporation was incorporated in the State of New    
York in December 1936, and its name was changed from Corning Glass Works to     
Corning Incorporated on April 28, 1989.                                         

Corning is an international corporation competing in four broadly-based         
business segments: Specialty Materials, Communications, Laboratory Services     
and Consumer Products. Corning is engaged principally in the manufacture and    
sale of products made from specialty glasses and related inorganic materials    
having special properties of chemical stability, electrical resistance, heat    
resistance, light transmission and mechanical strength. Corning and its         
subsidiaries annually produce some 60,000 different products at 44 plants in    
eight countries. In addition, Corning, through subsidiaries and affiliates,     
engages in laboratory services businesses, including life and environmental     
sciences and clinical-laboratory testing at more than 50 facilities in ten      
countries.                                                                      

Corning's strategy includes growth from new products developed from Corning's   
long-standing commitment to research and development and from mergers and       
acquisitions. Accordingly, Corning continuously reviews potential acquisition   
opportunities, primarily in the laboratory services and communications areas.   
However, there can be no assurance that Corning will pursue any such            
acquisition opportunity.                                                        

In addition to the restructuring programs already under way, Corning is         
currently engaged in a comprehensive review of its business and cost            
structure. Corning expects this review to be substantially completed by the     
end of 1994.                                                                    

Specialty Materials                                                             
Corning's Specialty Materials segment sells more than 40,000 products and has   
evolved from Corning's historical business base in materials development. The   
major business units within the Specialty Materials segment are: automotive     
substrates, ophthalmic and optical products, automotive lighting, science       
products, and other advanced materials. Products manufactured by these          
businesses include cellular ceramics for automotive and stationary              
emission-control devices, plastic and glass ware for laboratory applications    
and glass optical lenses.                                                       

Corning's long standing commitment to research, development and engineering     
has driven the introduction of new products and technologies. In the 1970's     
Corning developed the technology and created products for the substrates used   
in emission control systems. Today the environmental products business          
continues to be a driving force within the Specialty Materials segment.         
Corning continues to develop new products and technologies to meet increasing   
demand as a result of tightened regulations in the United States and Europe     
and new regulations in other parts of the world. For example, to meet           
tightening clean air standards, Corning has developed as a prototype an         
electrically heated automotive catalytic converter substrate that begins        
working within seconds of ignition, which is when most of the pollutants are    
generated. Corning has developed a new family of materials, glass-polymers,     
the properties of which make them well suited for components in automobiles,    
aircraft, lighting systems and electronic devices.                              

Corning's equity company investments in this segment include Dow Corning,       
Pittsburgh Corning and Cormetech, Inc., an equity company which manufactures    
and sells stationary emission control devices for power plants.                 

Communications                                                                  
Corning's Communications segment consists of the following major product        
lines: optical fiber, optical cable, optical components, liquid-crystal         
display glass, television bulbs, lenses for projection television, and          
magnetic memory disks.                                                          
Corning's Communications segment also originates from Corning's commitment to   
research and development in new materials. Corning led the development of the   
modern opto-electronics market with its invention of optical fiber in the       
late 1960's and is the leading supplier of optical fiber and such supporting    
components as couplers and signal splitters. Corning is also a leading          
supplier of optical cable through its 50% ownership of Siecor. In addition,     
Corning has several equity investments in companies that produce optical        
fiber internationally.                                                          

Approximately two-thirds of the revenues in the Communications segment are      
generated by sales of opto-electronic products. Today, optical fiber is         
penetrating the communications market as optical fiber is rapidly becoming      
the preferred way to transmit telephone, cable-TV and computer data             
worldwide. Optical fiber permits the transmission of substantially more data    
over greater distances with less distortion than does copper, the product it    
is principally replacing. As users of optical fiber increase applications and   
expand services, Corning continues to provide new and improved optical-fiber    
products and corollary components to an expanding market. During the next few   
years, management believes that more fiber will be deployed in distribution     
cables and that utilization of fiber to the home will increase.                 

Corning continues to be a leading producer of glass panels and funnels for      
television picture tubes through Corning Asahi Video Products Company, and is   
also a world leader in the production of projection television lenses through   
its wholly owned subsidiary, U.S. Precision Lens Inc.                           

The market for liquid-crystal display glass continues to grow, currently        
driven by notebook computer and portable-TV sales. Future applications are      
expected to include desktop-computer displays, projection-TV systems, video     
phones and automotive applications. Corning is the world's leading supplier     
in this market.                                                                 

Another Corning invention, the MemCor(tm) glass-ceramic memory disk for         
high-performance hard-disk drives in computers, significantly increases         
storage capacity and improves reliability.                                      

Also included in this segment is Biosym, which develops and markets             
computer-aided molecular design software.                                       

Laboratory Services                                                             
Corning entered the laboratory services market in the early 1970's with its     
initial investment in MetPath, a regional U.S. clinical laboratory which        
Corning acquired in 1982. Since 1982, Corning has made several other            
acquisitions in the clinical, biological, pharmaceutical and                    
environmental-services industries. In 1991 Corning combined its                 
laboratory-service business units into a wholly owned subsidiary, Corning       
Life Sciences Inc. ("CLSI"), to better manage the development of its business   
in this rapidly growing area. Today CLSI, through subsidiaries and              
affiliates, operates more than 50 facilities in ten countries that provide      
clinical, pharmaceutical and environmental testing services.                    

CLSI's clinical testing subsidiary, MetPath, performs more than 1,400           
different clinical tests for physicians, hospitals, laboratories, industries,   
health-maintenance organizations and other managed-care providers through a     
quick-response network of regional U.S. laboratories. MetPath is a leader in    
providing cost-effective and reliable clinical diagnostic testing services.     
See "--Recent Developments--Department of Justice Investigation."               

In August 1993 Corning acquired all of the outstanding shares of common stock   
of Damon in a transaction accounted for as a purchase. The total purchase       
price of this transaction was approximately $405 million, including             
acquisition expenses. In addition, approximately $167 million of indebtedness   
of Damon has been refinanced. Corning has financed the acquisition of Damon     
and the refinancing of Damon's debt with financing agreements entered into      
with certain commercial banks. Approximately $200 million of such financing     
has been retired with the proceeds from the issuance of long-term debt of       
Corning. Corning intends to retire a significant portion of the remaining       
acquisition debt with the net proceeds of the Offering.                         

Damon's principal line of business is clinical-laboratory testing, providing    
to the medical profession a full range of routine and esoteric testing          
services that are used in the diagnosis, monitoring and treatment of disease.   
Damon provides its services to physicians, hospitals, nursing homes, managed    
care institutions, corporations and governmental agencies, including agencies   
of the United States of America.                                                

On June 7, 1994, Corning acquired all of the outstanding shares of Maryland     
Medical and several affiliates for approximately 4.5 million shares of          
Corning Common Stock in a pooling of interests transaction.                     

On June 1, 1994, Corning signed a definitive agreement to acquire all of the    
outstanding shares of the capital stock of Nichols in a transaction to be       
accounted for as a pooling of interests. Under the terms                        
of the agreement, Corning will exchange newly issued and registered shares of   
Corning Common Stock with a value equal to up to $13 for each share of the      
capital stock of Nichols. Using an assumed price of $33 per share of Corning    
Common Stock and the number of shares of, and options to purchase, the          
capital stock of Nichols presently outstanding, approximately 6.7 million       
shares of Corning Common Stock and options to purchase approximately 1          
million shares of Corning Common Stock will be issued in the transaction.       
Substantially all of the options to purchase shares of Corning Common Stock     
will be exercisable immediately following the closing of the transaction. In    
no event will more than 9.6 million shares of Corning Common Stock be issued    
and reserved for the exercise of options granted in connection with such        
transaction.                                                                    

For a discussion of the registration rights granted to the stockholders of      
Maryland Medical and the registration of the shares of Corning Common Stock     
to be issued in the Nichols transaction, see "Description of Corning Capital    
Stock--Common Stock Eligible for Future Sale."                                  

CLSI's pharmaceutical-testing businesses are conducted by MetPath's wholly      
owned subsidiaries, G.H. Besselaar Associates, Hazelton Corporation and         
SciCor. These businesses perform chemical and biological testing, clinical      
research and data management services primarily for the pharmaceutical          
industry. On June 28, 1994, Corning and International Technology created a      
jointly owned company to which Corning transferred the net assets of            
MetPath's environmental testing laboratory business and International           
Technology transferred the assets of its IT Analytical Services business.       
Corning and International Technology each own 50 percent of the company. See    
"--Recent Developments--Creation of Environmental Testing Services Company."    

Corning's Laboratory Services segment is being affected by new federal          
legislation implemented in January 1994. The new legislation reduces Medicare   
reimbursement rates and will limit future laboratory fee increases. In          
addition, the Clinton Administration's health-care plan calls for managed       
competition with limitations on total national health-care expenditures and     
on the annual growth of such expenditures. A health-care reform model based     
on managed competition will likely reduce reimbursements for clinical           
laboratory services as managed care networks continue to proliferate. As the    
plan also calls for insurance coverage for some 37 million people who           
currently have no such coverage, it is expected that demand for such services   
will increase. Demand should also increase as a result of a stronger emphasis   
on testing as a preventative measure. It is not clear how quickly or to what    
extent Medicare and Medicaid programs will be incorporated into the health      
reform system. Management believes that while the entire health-care industry   
faces dramatic challenges to build a more effective means of delivery of        
services, MetPath's leading market position in major geographic areas will      
allow Corning to continue to benefit from the ongoing and increasing            
consolidation in the industry.                                                  

Consumer Products                                                               
Corning is well known for its line of consumer housewares with strong brand     
names and consumer franchise. Key product lines are Pyrex(R) glassware,         
Corelle(R) tableware, Corning Ware(R), Visions(R) cookware, and Revere          
Ware(R) cookware. Other Corning consumer products include the prestigious       
Steuben(R) crystal and Serengeti(R) sunglasses.                                 

Corning's executive offices are located at One Riverfront Plaza, Corning, New   
York 14831, and its telephone number at such offices is (607) 974-9000.         

Recent Developments                                                             

Creation of Environmental Testing Services Company. On June 28, 1994, Corning   
and International Technology created a jointly owned company to which Corning   
transferred the net assets of its environmental testing laboratory business     
and International Technology transferred the assets of its IT Analytical        
Services business. Corning and International Technology each will own 50        
percent of the company. Corning will account for its investment in the newly    
created company using the equity method of accounting for investments. The      
impact of the transaction is not expected to be material to Corning's           
financial statements.                                                           

Acquisition of Clinical Laboratory Testing Businesses. On June 7, 1994,         
Corning acquired all of the outstanding shares of Maryland Medical for          
approximately 4.5 million shares of Corning Common Stock in a pooling of        
interests transaction.                                                          

On June 1, 1994, Corning signed a definitive agreement to acquire all of the    
outstanding shares of the capital stock of Nichols in a transaction to be       
accounted for as a pooling of interests. Under the terms of the agreement,      
Corning will exchange newly issued and registered shares of Corning Common      
Stock with a value equal to up to $13 for each share of the capital stock of    
Nichols. Using an assumed price of $33 per share of Corning Common Stock and    
the number of shares of, and options to purchase, the capital stock of          
Nichols presently outstanding, approximately 6.7 million shares of Corning      
Common Stock and options to purchase approximately 1 million shares of          
Corning Common Stock will be issued in the transaction. Substantially all of    
the options to purchase shares of Corning Common Stock will be exercisable      
immediately following the closing of the transaction. In no event will more     
than 9.6 million shares of Corning Common Stock be issued and reserved for      
the exercise of options granted in connection with such transaction. The        
final exchange ratio of shares of Corning Common Stock for shares of Nichols    
capital stock will be determined by the price of Corning Common Stock during    
a 10-day trading period prior to the date of the Nichols stockholders meeting   
held to approve the transaction. The transaction is subject to regulatory       
approval and is expected to close in the second half of 1994.                   

Corning's consolidated financial statements for periods prior to these          
transactions will not be restated since the acquisitions are not material to    
Corning's financial position or results of operations. Corning will likely      
record a one-time charge of up to $10 million after-tax in the third quarter    
for transaction costs associated with these acquisitions and may possibly       
record an additional one-time charge of up to $25 million after-tax in the      
second half of 1994 for the integration of the Nichols and Maryland Medical     
operations into MetPath.                                                        

For a discussion of the registration rights granted to the stockholders of      
Maryland Medical and the registration of the shares of Corning Common Stock     
to be issued in the Nichols transaction, see "Description of Corning Capital    
Stock--Common Stock Eligible for Future Sale."                                  

Sale of Parkersburg Plant. In May 1994, Corning sold its Parkersburg, W.Va.,    
glass-tubing products plant to Schott Corporation, a subsidiary of the Schott   
Group, for $57 million and decided to exit several minor product lines in the   
specialty materials segment. The net gain from these transactions is not        
material.                                                                       

Disposition of Clinical Laboratory Testing Operations. On April 4, 1994,        
MetPath sold the clinical laboratory testing operations of Damon in             
California for approximately $51 million in cash. No gain or loss will be       
recognized as a result of this transaction. The proceeds from the transaction   
were used to retire a portion of the debt incurred in connection with the       
acquisition of Damon in August 1993.                                            

Breast Implant Litigation. Corning continues to be a defendant in two types     
of cases previously reported involving the silicone-gel breast implant          
products or materials formerly manufactured or supplied by Dow Corning or a     
Dow Corning subsidiary. These cases include (1) several purported federal       
securities class action lawsuits and shareholder derivative lawsuits filed      
against Corning by shareholders of Corning alleging, among other things,        
misrepresentations and omissions of material facts, breach of duty to           
shareholders and waste of corporate assets relative to the silicone-gel         
breast implant business conducted by Dow Corning and (2) as of May 23, 1994     
over 3,490 lawsuits filed in various state courts against Corning and others    
(including Dow Corning) by persons claiming injury from the silicone-gel        
breast implant products or materials formerly manufactured by Dow Corning or    
a Dow Corning subsidiary. Several of such suits have been styled as class       
actions and others involve multiple plaintiffs.                                 

All of the more than 3,000 tort lawsuits filed against Corning in federal       
courts were consolidated in the United States District Court, Northern          
District of Alabama, and in early December 1993, Corning was dismissed from     
these cases. This decision by the District Court is non-appealable and,         
although the District Court noted that it was "highly unlikely" that            
additional discovery would produce new evidence, the decision is subject to     
reconsideration if additional information is discovered or if there is a        
change in state law. Certain state court tort cases against Corning have also   
been consolidated for the purposes of discovery and pretrial matters. During    
1994, Corning has made several motions for summary judgment in state courts     
and judges have dismissed Corning from all of the over 2,500 tort cases filed   
in California, Michigan, New York and Pennsylvania, some of which are on        
appeal. Corning's motions seeking dismissal remain pending in various other     
states. The federal securities suits are all pending in the United States       
District Court for the Southern District of New York.                           

Corning's management does not believe that the purported securities class       
action lawsuits or the purported shareholder derivative lawsuits or the tort    
actions filed against Corning described above will have a material adverse      
effect on Corning's financial condition or the results of its operations.       

Dow Corning has informed Corning that as of July 8, 1994, Dow Corning has       
been named in 45 purported breast implant product liability class action        
lawsuits and approximately 15,900 individual breast implant product liability   
lawsuits (which number includes all or substantially all of the 3,490           
lawsuits referred to above)                                                     
and that Dow Corning anticipates that it will be named as a defendant in        
additional breast implant lawsuits in the future. Dow Corning has also stated   
that it is vigorously defending this litigation.                                

Verdicts in breast implant litigation against Dow Corning and other             
defendants which have gone to judgment have varied widely, ranging from         
dismissal to the award of significant compensatory and punitive damages.        

Dow Corning has also informed Corning that Dow Corning believes that a          
substantial portion of the indemnity and defense costs related to the breast    
implant litigation brought and to be brought against it is and will be          
covered by product liability insurance available to it but that the insurance   
companies issuing the policies in question have reserved the right to deny      
coverage under various theories and in many cases have refused to pay defense   
and indemnity costs which have been incurred by Dow Corning. In this regard,    
on June 30, 1993, Dow Corning instituted litigation in California against       
certain insurance companies which had issued product liability insurance        
policies to it from 1962 through 1985 seeking declaratory judgments that the    
insurance company defendants are liable to indemnify Dow Corning for such       
liabilities and costs and, in the case of certain insurance company             
defendants, damages including punitive damages. In September 1993, several of   
Dow Corning's insurers filed a complaint against Dow Corning and other          
insurers for declaratory relief in Michigan and moved for the action brought    
by Dow Corning in California to be dismissed in favor of the Michigan           
litigation. In October 1993, this motion was granted. In March 1994, the        
Michigan court ruled that certain of Dow Corning's primary insurers had a       
duty to defend Dow Corning with respect to certain breast implant product       
liability lawsuits. These insurers were directed to reimburse Dow Corning for   
certain defense costs previously incurred. Dow Corning has informed Corning     
that it is continuing negotiations with such insurance companies to obtain an   
agreement on a formula for the allocation among these insurers of payments of   
defense and indemnity expenses related to breast implant products liability     
lawsuits and claims.                                                            

In March 1994, Dow Corning, along with other defendants and representatives     
of breast implant litigation plaintiffs, signed the Settlement Agreement. The   
Settlement Agreement is subject to court approval and to withdrawal by Dow      
Corning and other defendants and plaintiffs. Under the Settlement Agreement     
and related agreements, industry participants (the "Funding Participants")      
would contribute approximately $4.2 billion over a period of more than thirty   
years to establish several special purpose funds. The Settlement Agreement,     
if implemented, would provide for a claims based structured resolution of       
claims arising out of silicone breast implants, define the circumstances        
under which payments from the funds would be made and include a number of       
other provisions related to claims and administration. The Settlement           
Agreement defines periods during which breast implant plaintiffs may elect      
not to settle their claims by way of the Settlement Agreement and to continue   
their individual breast implant litigation against manufacturers and other      
defendants (the "Opt Out Plaintiffs"). In certain circumstances, if Dow         
Corning considers the number of Opt Out Plaintiffs to be excessive, Dow         
Corning is entitled to withdraw from participation in the Settlement            
Agreement. Corning is not a party to the Settlement Agreement and will not      
make any contribution to the settlement contemplated thereby.                   

In April 1994, the U.S. District Court for the Northern District of Alabama     
preliminarily approved the Settlement Agreement and temporarily stayed and      
suspended federal and state class action certification or notice proceedings    
relative to federal or state class action lawsuits filed by plaintiffs          
included in the settlement class.                                               

In April 1994, the Court also notified the breast implant plaintiffs eligible   
to participate in the settlement of a 60-day period during which they have      
the ability to become initial Opt Out Plaintiffs. Unless the current schedule   
is extended by the Court, Dow Corning would expect to decide whether or not to  
exercise its option to withdraw from the Settlement Agreement by mid-August     
1994. A Court-supervised fairness review process of the Settlement Agreement    
must be completed before the Settlement Agreement can be implemented. Once the  
Settlement Agreement is approved by the Court, claims can then be validated.    
The Court's approval of the Settlement Agreement would be subject to appeal.    

Dow Corning recorded a pre-tax charge of $640 million ($415 million after       
tax) against its earnings for the fourth quarter of 1993 to reflect its best    
estimate as of January 1994 of the net present value of its net liabilities     
and costs as a result of its involvement in breast implant litigation and, as   
a result of Dow Corning's decision to take this charge, Corning recorded a      
charge of $203 million after tax against its equity in earnings of associated   
companies for the fourth quarter of 1993 and against the carrying value of      
its investment in Dow Corning at the end of fiscal 1993.                        

On July 12, 1994, Reuters Information Services, Inc. published a report         
indicating that results of preliminary experiments by researchers at the U.S.   
National Cancer Institute showed that silicon gel from Dow Corning breast       
implants injected into genetically susceptible mice causes a form of cancer.    
The Reuters report indicates that this study is to be published in the July     
20, 1994 edition of the Journal of the National Cancer Institute. Dow Corning   
has not yet had an opportunity to review this study or assess the study's       
potential impact on its financial condition or results of operations.           

If the tort actions filed against Dow Corning or any settlement of the breast   
implant controversy should require Dow Corning to record any additional         
charges against income, the effect on Corning of any such                       
additional charges would be limited to their consequent impact (in the amount   
of approximately 50% of the amount thereof) on Corning's reported equity in     
earnings of associated companies for the period such charges were recognized,   
on the book value of Corning's equity investment in Dow Corning and on          
Corning's retained earnings. Corning does not believe that its share of any     
additional charges taken by Dow Corning resulting from the breast implant       
controversy will have a material adverse effect upon Corning's financial        
condition. However, it is possible that Corning's shares of any such            
additional charges taken by Dow Corning could have a material adverse effect    
upon Corning's earnings in the quarters in which any such charges were          
recognized by Dow Corning.                                                      

Other Dow Corning Matters. Dow Corning received a request dated July 9, 1993    
from the Boston Regional Office of the Commission for certain documents and     
information related to silicone breast implants. The request stated that the    
Boston Regional Office was conducting an informal investigation which           
"concerns Dow Corning, its subsidiary Dow Corning Wright and parent             
corporations, Dow Chemical Co. and Corning Inc." Dow Corning has informed       
Corning that Dow Corning has responded to this request enclosing the            
documents and information requested along with related information and          
continues to cooperate with the Boston Regional Office.                         

During the first quarter of 1993, Dow Corning received two federal grand jury   
subpoenas initiated by the United States Department of Justice ("DOJ")          
seeking documents and information related to silicone breast implants. Dow      
Corning has informed Corning that it has delivered the documents and            
information requested and continues to cooperate with the DOJ as this grand     
jury investigation proceeds.                                                    

Department of Justice Investigations. In September 1993, MetPath and MetWest    
Inc. ("MetWest"), a wholly owned subsidiary of Unilab, in which Corning had     
at the time an interest of approximately 43%, entered into a Settlement         
Agreement (the "MetPath Settlement Agreement") with the DOJ and the Inspector   
General of the Department of Health and Human Services (the "Inspector          
General"). Pursuant to the MetPath Settlement Agreement, MetPath and MetWest    
paid to the United States a total of $39.8 million in settlement of civil       
claims by the DOJ and the Inspector General that MetPath and MetWest had        
wrongfully induced physicians to order certain laboratory tests without         
realizing that such tests would be billed to Medicare at rates higher than      
those the physicians believed were applicable.                                  

Several state and private insurers have made claims based on the practices      
covered by the MetPath Settlement Agreement. Several have settled but it is     
not clear at this time what, if any, additional exposure Corning may have to    
these entities and to other persons who may assert claims on the basis of       
these or other practices.                                                       

During August 1993, MetPath, MetWest and Damon (which was acquired by Corning   
in that month) together with other participants in the industry received        
subpoenas from the Inspector General seeking information regarding their        
practices with respect to 14 enumerated tests offered in conjunction with       
automatic chemical test panels. Of these 14 tests, 5 were covered by the        
MetPath Settlement Agreement and consequently MetPath and MetWest are not       
being required to provide further information with regard to them. MetPath,     
MetWest and Damon have completed this process of complying with these           
subpoenas. MetPath also received in May 1994 two subpoenas from the Inspector   
General concerning, in one case, an investigation into billings for tests not   
performed or reported for which MetPath had voluntarily made corrective         
payments in 1993 and, in the other, an investigation into whether separate      
billings for tests which should have been grouped together had occurred. In     
addition, a federal grand jury in New Jersey is investigating the billings      
for tests not performed or reported. The results of these investigations        
cannot currently be predicted but the possibility that they may result in       
additional claims by the DOJ or the Inspector General or additional claims or   
settlements with parties other than the DOJ and the Inspector General cannot    
be excluded.                                                                    

Other Legal Proceedings. During September 1993, two individuals filed in the    
Supreme Court of the State of New York (one in New York County and one in       
Suffolk County) separate purported derivative actions against Corning, as       
nominal defendant, and Corning's Directors and certain of its officers          
seeking on behalf of Corning compensatory and punitive damages in unspecified   
amounts (and plaintiffs' costs and disbursements including attorneys' and       
experts' fees) by reason of the alleged responsibility of the actual            
defendants for the conduct which gave rise to the settlement in the MetPath     
litigation described above and their alleged failure to cause Corning to make   
timely disclosure thereof. The parties have agreed to consolidate such          
actions in a single action before the Supreme Court of the State of New York    
in New York County.                                                             

During October 1993, two individuals instituted in the United States District   
Court for the Southern District of New York separate purported class actions    
on behalf of purchasers of Corning securities in the                            

open market during the period from September 17 to October 6, 1993 against      
Corning, certain of its Directors and officers and the underwriters of          
Corning's offering, on September 17, 1993, of $100 million of 6.75%             
Debentures due on September 15, 2013. The complaints generally allege that      
the defendants failed to make timely disclosures of adverse developments in     
Corning's business and seek compensatory and punitive damages in unspecified    
amounts (and plaintiffs' costs and expenses including attorneys' fees and       
disbursements). These two actions, with respect to which the underwriters       
have been dismissed, have been consolidated.                                    

Two class actions have been filed in the Court of Chancery for the State of     
Delaware against Damon and certain of its officers and directors. These suits   
allege damages arising from Damon's failure to mention in the press release     
that announced the initial merger agreement it had reached with a company       
other than Corning that an unnamed bidder (Corning) had also expressed          
interest in acquiring Damon. The class of plaintiffs are those who sold their   
stock at the price offered by the other company, rather than the higher         
amount later offered and paid by Corning.                                       

Corning's management does not believe that the purported class action           
lawsuits or the purported shareholder derivative lawsuits described above       
will have a material adverse effect on Corning's financial condition or the     
results of its operations.                                                      

CORNING DELAWARE  

Corning Delaware is a special purpose limited partnership formed under the      
laws of the State of Delaware. All of its partnership interests (other than     
the Preferred Securities and any interests of any Special General Partner)      
are and will be beneficially owned directly or indirectly by Corning. Corning   
is the sole general partner in Corning Delaware. Corning Finance Corporation,   
a Delaware corporation and a wholly-owned subsidiary of Corning ("Corning       
Finance"), initially will be the sole limited partner in Corning Delaware.      
Upon issuance of the Preferred Securities, which securities represent limited   
partnership interests in Corning Delaware, the holders of such Preferred        
Securities will become limited partners in Corning Delaware and Corning         
Finance will withdraw as a limited partner. The General Partner will agree to   
contribute capital to the extent required so its initial capital contributions  
are equal to at least 21% of all the capital contributed to Corning Delaware.   
The General Partner will invest 99% of the total contributions in Corning       
Delaware in the Subordinated Debentures and the remaining 1% in Eligible        
Investments as provided in the Amended and Restated Limited Partnership         
Agreement (the "Limited Partnership Agreement"). Corning Delaware will          
exist for a maximum term of 45 years, unless earlier dissolved. The             
Limited Partnership Agreement of Corning Delaware provides that the             
General Partner will have liability for the debts and obligations of            
Corning Delaware (including certain tax obligations as provided herein, but     
excluding obligations to holders of Preferred Securities in their capacities    
as holders, such obligations being separately guaranteed pursuant to the        
Guarantee). Under Delaware law, limited partners in a Delaware limited          
partnership (i.e., holders of the Preferred Securities) will not be             
personally liable for the debts, obligations and liabilities of such limited    
partnership, whether arising in contract, tort or otherwise, solely by reason   
of being a limited partner of Corning Delaware (subject to any obligation       
such holders have to repay any funds that may have been wrongfully              
distributed to them). All of Corning Delaware's business and affairs will be    
conducted by the General Partner. The location of the principal executive       
offices of the General Partner is One Riverfront Plaza, Corning, New York       
14831, telephone number (607) 974-9000. Corning Delaware exists for the         
purpose of issuing the Preferred Securities and investing the proceeds          
thereof in the Subordinated Debentures and Eligible Investments, as described   
above.                                                                          

DESCRIPTION OF SECURITIES OFFERED   

The securities offered hereby are 6% Convertible Monthly Income Preferred       
Securities of Corning Delaware with a liquidation preference of $50 per         
security. The Preferred Securities are convertible at the option of the         
holder through Corning Delaware into shares of Corning Common Stock at an       
initial conversion rate of 1.2821 shares of Corning Common Stock for            
each $50 principal amount of Subordinated Debentures (equivalent to a           
conversion rate of 1.2821 shares of Corning Common Stock for each Preferred     
Security), subject to adjustment in certain circumstances. The Preferred        
Securities are guaranteed, to the extent described herein, by Corning as to     
dividends, the Redemption Price and cash and other distributions payable on     
liquidation. In certain circumstances the holders can cause Corning Delaware    
to exchange all of the Subordinated Debentures for shares of Corning Series C   
Preferred Stock and distribute such shares in exchange for the Preferred        
Securities.                                                                     

The following is a description of the principal terms of the Preferred          
Securities; the Corning Common Stock and the Corning Series C Preferred Stock   
into or for which the Preferred Securities may be converted or exchanged;       
the Guarantee pursuant to which Corning will guarantee, to the extent           
described therein, certain payments with respect to the Preferred Securities;   
and the Subordinated Debentures and the fiscal agency agreement pursuant to     
which the Subordinated Debentures will be issued (the "Fiscal Agency            
Agreement").                                                                    

Preferred Securities                                                            

The following summary of the principal terms and provisions of the Preferred    
Securities does not purport to be complete and is subject to, and qualified     
in its entirety by reference to, the Limited Partnership Agreement, a copy of   
which is filed as an exhibit to the Registration Statement of which this        
Prospectus is a part.                                                           

General                                                                         

All of the partnership interests in Corning Delaware other than the Preferred   
Securities (and any interests of any Special General Partner) will be owned     
directly by Corning at all times while the Preferred Securities are             
outstanding. The Limited Partnership Agreement authorizes and creates the       
Preferred Securities, which represent limited partnership interests in          
Corning Delaware. The limited partnership interests represented by the          
Preferred Securities will have a preference with respect to cash                
distributions and amounts payable on liquidation and redemption over the        
other partnership interests in Corning Delaware. The Limited Partnership        
Agreement does not permit the issuance of other partnership interests without   
the prior approval of holders of not less than 66-2/3% of the aggregate         
liquidation preference of the Preferred Securities then outstanding.            

Holders of Preferred Securities will have no preemptive rights.                 

Holders of the Preferred Securities will not have the right to remove or        
replace the General Partner.                                                    

Dividends                                                                   

Holders of the Preferred Securities will be entitled to receive cumulative      
cash distributions from Corning Delaware, accruing from July 21, 1994 and       
payable monthly in arrears on the last day of each calendar month of each       
year, commencing July 31, 1994 ("dividends"). The dividends payable on          
each Preferred Security will be fixed at a rate per annum of $3.00 or           
6% of the liquidation preference of $50. The amount of dividends payable        
for any period will be computed on the basis of twelve 30-day months and a      
360-day year and, for any period shorter than a full month, will be computed    
on the basis of the actual number of days elapsed in such period.               

Dividends on the Preferred Securities must be declared monthly and paid on      
the last day of each calendar month to the extent that Corning Delaware has     
funds legally available for the payment of such dividends and cash on hand      
sufficient to make such payments. It is anticipated that Corning Delaware's     
funds will be limited principally to payments received under the Subordinated   
Debentures in which Corning Delaware will invest the proceeds from this         
Offering. See "--Description of the Subordinated Debentures."                   

Corning has the right under the Subordinated Debentures to extend, from time    
to time, the interest payment periods on the Subordinated Debentures for up     
to 60 months. Monthly dividends on the Preferred Securities would be deferred   
(but would continue to compound interest monthly) by Corning Delaware during    
any such extended interest payment period. See "Investment                      
Considerations--Option to Extend Payment Periods", "--Additional Dividends"     
and "--Option to Extend Interest Payment Period." The failure of holders of     
Preferred Securities to receive dividends in full for 15 consecutive months     
would trigger the right of holders of a majority of the aggregate liquidation   
preference of the Preferred Securities then outstanding to cause Corning        
Delaware to exchange all of the Subordinated Debentures for shares of Corning   
Series C Preferred Stock at the Exchange Price and to distribute such shares    
to the holders of Preferred Securities in exchange for all of the Preferred     
Securities then outstanding. "Exchange Price" means one share of Corning        
Series C Preferred Stock for each $100 principal amount of Subordinated         
Debentures (which rate of exchange is equivalent to one share of Corning        
Series C Preferred Stock for two Preferred Securities). See "--Optional         
Exchange for Corning Series C Preferred Stock."                                 

If a Tax Event occurs, then all dividends and distributions (including          
distributions to the General Partner) shall be reduced by Additional Taxes,     
commencing on the date that is the earlier of (i) three months after the date   
of notice of such Tax Event and (ii) the date of a vote taken at a special      
partnership meeting (or, in lieu of such a meeting, the date of written         
consent) by the holders of the Preferred Securities on the matter of whether    
to cause the exchange of all Preferred Securities for shares of Corning         
Series C Preferred Stock (such earlier date being referred to herein as the     
"Tax Event Date"). Prior to the Tax Event                                       

Date, no reduction will be made on account of Additional Taxes and any          
Additional Taxes will be paid by Corning. See "--Optional Exchange for          
Corning Series C Preferred Stock."                                              

"Tax Event" means that Corning shall have obtained an opinion of nationally     
recognized independent tax counsel experienced in such matters to the effect    
that on or after the date of this Prospectus, as a result of (a) any            
amendment to, or change (including any announced prospective change) in, the    
laws (or any regulations thereunder) of the United States or any political      
subdivision or taxing authority thereof or therein, (b) any amendment to, or    
change in, an interpretation or application of any such laws or regulations     
by any legislative body, court, governmental agency or regulatory authority     
(including the enactment of any legislation and the publication of any          
judicial decision or regulatory determination), (c) any interpretation or       
pronouncement that provides for a position with respect to such laws or         
regulations that differs from the generally accepted position or (d) any        
action taken by any governmental agency or regulatory authority, which          
amendment or change is enacted, promulgated, issued or effective or which       
interpretation or pronouncement is issued or announced or which action is       
taken, in each case on or after the date of this Prospectus, there is more      
than an insubstantial risk that (i) Corning Delaware is subject to federal      
income tax with respect to interest accrued or received on the Subordinated     
Debentures, or (ii) Corning Delaware is subject to more than a de minimis       
amount of taxes, duties or other governmental charges.                          

"Additional Taxes" means the sum of any additional income taxes, duties and     
other governmental charges to which Corning Delaware has become subject from    
time to time as a result of a Tax Event, except for United States withholding   
taxes.                                                                          

Corning will agree as General Partner in the Limited Partnership Agreement to   
pay any and all Additional Taxes, liabilities, costs and expenses with          
respect to such Additional Taxes of Corning Delaware for the period from the    
formation of Corning Delaware through the Tax Event Date.                       

Dividends declared on the Preferred Securities will be payable to the holders   
thereof as they appear on the books and records of Corning Delaware on the      
relevant record dates, which will be one Business Day (as defined below)        
prior to the relevant payment dates. Subject to any applicable laws and         
regulations and the Limited Partnership Agreement, each such payment will be    
made as described under "--Book-Entry-Only Issuance--The Depository Trust       
Company" below. In the event that any date on which dividends are payable on    
the Preferred Securities is not a Business Day, then payment of the dividend    
payable on such date will be made on the next succeeding day that is a          
Business Day (and without any interest or other payment in respect of any       
such delay) except that, if such Business Day is in the next succeeding         
calendar year, such payment will be made on the immediately preceding           
Business Day, in each case with the same force and effect as if made on such    
date. A "Business Day" means any day other than a day on which banking          
institutions in The City of New York or Chicago are authorized or obligated     
by law or executive order to close.                                             

Additional Dividends                                                            

Corning Delaware shall be required to declare and pay additional dividends at   
a rate of 6% per annum on the Preferred Securities upon any dividend            
arrearages in respect of the Preferred Securities in order to provide, in       
effect, monthly compounding on such dividend arrearages. (The amounts payable   
to effect such monthly compounding on dividend arrearages in respect of the     
Preferred Securities being referred to herein as "Additional Dividends").       

Certain Restrictions on Corning Delaware                                        

If accumulated and unpaid dividends have not been paid in full on the           
Preferred Securities, Corning Delaware may not:                                 

(i) pay, or declare and set aside for payment, any dividends on any other   
partnership interests; or                                                       

(ii) redeem, purchase, or otherwise acquire any other partnership           
interests;                                                                      
until, in each case, such time as all accumulated and unpaid dividends on all   
of the Preferred Securities, including any Additional Dividends thereon,        
shall have been paid in full for all dividend periods terminating on or prior   
to the date of such payment or the date of such redemption, purchase, or        
acquisition, as the case may be.                                                

If accumulated and unpaid dividends have been paid in full on the Preferred     
Securities for all prior whole dividend periods, then holders of Preferred      
Securities will not be entitled to receive or share in any dividends paid,      
declared or set aside for payment on any other partnership interest in          
Corning Delaware.                                                               

Optional Redemption                                                             

Corning Delaware may not redeem the Preferred Securities prior to August 5,     
1998. On and after such date, Corning Delaware at its option may redeem the     
Preferred Securities, in whole or in part, on not fewer than 35 nor more than   
60 days' prior notice, at any time or from time to time, during the             
twelve-month periods beginning on August 5 in each of the following             
years at the redemption price (expressed as a percentage of the liquidation     
preference) indicated below, plus accumulated and unpaid dividends (the         
"Redemption Price"):                                                            

                                                                [Download Table]


 Date                          Redemption Price     
                                                    
August 5, 1998                                103.6%
August 5, 1999                                103.0 
August 5, 2000                                102.4 
August 5, 2001                                101.8 
August 5, 2002                                101.2 
August 5, 2003                                100.6 
August 5, 2004 and thereafter                 100.0 

Corning Delaware may not redeem the Preferred Securities in part unless all     
accumulated and unpaid dividends have been paid in full on all Preferred        
Securities for all monthly dividend periods terminating on or prior to the date 
of redemption. In the event there is a redemption (optional or mandatory) of    
Preferred Securities after the Tax Event Date, then the Redemption Price for    
such Preferred Securities will be reduced by the amount of Additional Taxes, if 
any, that are attributable to such redemption of such Preferred Securities.     

Mandatory Redemption                                                            

Upon repayment or prepayment by Corning of the Subordinated Debentures,         
including as a result of the acceleration of the Subordinated Debentures upon   
the occurrence of an "Event of Default" described under "Description of         
Securities Offered--Description of the Subordinated Debentures--Events of       
Default", the proceeds from such repayment or prepayment will be applied to     
redeem the allocable portion of the Preferred Securities at the applicable      
Redemption Price.                                                               

Redemption Procedures                                                           

Notice of any redemption (optional or mandatory) of Preferred Securities        
(which notice will be irrevocable) will be given by Corning Delaware to         
Corning and each record holder of Preferred Securities that are being           
redeemed not fewer than 35 nor more than 60 days prior to the date fixed for    
redemption thereof. If Corning Delaware gives a notice of redemption, then on   
the redemption date, Corning will repay an aggregate principal amount of the    
Subordinated Debentures plus accrued and unpaid interest in an amount equal     
to the applicable Redemption Price for the Preferred Securities to be           
redeemed. Corning Delaware will irrevocably deposit such funds with The         
Depository Trust Company ("DTC") or the Paying and Conversion Agent, as the     
case may be, and give DTC or the Paying and Conversion Agent, as the case may   
be, irrevocable instructions and authority to pay the applicable Redemption     
Price to the holders of the Preferred Securities to be redeemed. See            
"--Book-Entry-Only Issuance--The Depository Trust Company." If notice of        
redemption has been given and funds deposited with DTC or the Paying and        
Conversion Agent, as the case may be, as required, then immediately prior to    
the close of business on the date of such deposit, all rights of holders of     
such Preferred Securities so called for redemption will cease, except the       
right of the holders to receive the Redemption Price, but without additional    
interest. In the event that any date fixed for redemption of Preferred          
Securities is not a Business Day, then payment of the Redemption Price          
payable on such date will be made on the next succeeding day that is a          
Business Day (and without any interest or other payment in respect of any       
such delay), except that, if such Business Day falls in the next calendar       
year, such payment will be made on the immediately preceding Business Day. In   
the event that payment of the Redemption Price is improperly withheld or        
refused and not paid by either Corning Delaware or Corning pursuant to the      
Guarantee described under "--Description of the Guarantee" below, dividends     
on the Preferred Securities called for redemption will continue to accumulate   
at the then applicable rate, from the original redemption date to the date      
that the Redemption Price is actually paid and the holders of such Preferred    
Securities may exercise all of their rights as holders of the Preferred         
Securities.                                                                     

In the event that fewer than all of the outstanding Preferred Securities are    
to be redeemed, the Preferred Securities to be redeemed will be selected by     
lot as described under "--Book-Entry-Only Issuance--The Depository Trust        
Company" below.                                                                 

Conversion Rights                                                               

General. The Preferred Securities will be convertible at any time, at the       
option of the holder thereof, through Corning Delaware into shares of Corning   
Common Stock at an initial conversion rate of 1.2821 shares of Corning          
Common Stock for each Preferred Security (equivalent to a conversion price of   
$39.00 per share of Corning Common Stock), subject to adjustment as             
described under "--Conversion Price Adjustments" below. Upon receiving an       
irrevocable notice by a holder of a Preferred Security to exercise its          
conversion right, Corning Delaware, on behalf of such holder, will exercise     
its option to convert an equivalent portion of the Subordinated Debentures      
into Corning Common Stock and will distribute such shares of Corning Common     
Stock to such holder in exchange for a corresponding portion of such holder's   
Preferred Securities. Preferred Securities that have been called for            
redemption will not be convertible after the close of business two calendar     
days preceding the date fixed for redemption, unless Corning Delaware           
defaults in making payment of the amount payable upon such redemption date.     
Conversion rights will terminate upon the making of an Exchange Election        
referred to below under "--Optional Exchange for Corning Series C Preferred     
Stock" and upon the issuance of Corning Series C Preferred Stock pursuant to    
such Exchange Election.                                                         

Holders of Preferred Securities at the close of business on a dividend          
payment record date will be entitled to receive the dividend payable on such    
securities on the corresponding dividend payment date notwithstanding the       
conversion of such Preferred Securities following such dividend payment         
record date. Except as provided in the immediately preceding sentence,          
Corning Delaware will make no payment or allowance for accumulated and unpaid   
dividends, whether or not in arrears, on converted Preferred Securities.        
Corning will make no payment or allowance for dividends on the shares of        
Corning Common Stock issued upon such conversion except with respect to         
dividends or distributions as of record dates subsequent to such conversion.    
Each conversion will be deemed to have been effected immediately prior to the   
close of business on the day on which notice was received by Corning            
Delaware.                                                                       

No fractional shares of Corning Common Stock will be issued as a result of      
conversion, but in lieu thereof such fractional interest will be paid in        
cash.                                                                           

Conversion Price Adjustments--General. The conversion price will be subject     
to adjustment in certain events including, without duplication: (i) the         
payment of dividends (and other distributions) payable in Corning Common        
Stock on any class of capital stock of Corning; (ii) the issuance to all        
holders of Corning Common Stock of rights or warrants entitling holders of      
such rights or warrants to subscribe for or purchase Corning Common Stock at    
less than the current market price; (iii) subdivisions and combinations of      
Corning Common Stock; (iv) the payment of dividends (and other distributions)   
to all holders of Corning Common Stock in the form of evidences of              
indebtedness of Corning, securities or capital stock, cash, or assets           
(including securities, but excluding those rights, warrants, dividends, and     
distributions referred to in clause (ii) and dividends and distributions paid   
exclusively in cash); (v) the payment of dividends (and other distributions)    
on Corning Common Stock paid exclusively in cash, excluding (A) cash            
dividends that do not exceed the per share amount of the immediately            
preceding regular cash dividend (as adjusted to reflect any of the events       
referred to in clauses (i) through (vi) of this sentence), or (B) cash          
dividends if the annualized per share amount thereof does not exceed 15% of     
the current market price of Corning Common Stock on the trading day             
immediately preceding the date of declaration of such dividend; and (vi)        
payment in respect of a tender or exchange offer (other than an odd-lot         
offer) by Corning or any subsidiary of Corning for Corning Common Stock in      
excess of 10% of the current market price of Corning Common Stock on the        
trading day next succeeding the last date tenders or exchanges may be made      
pursuant to such tender or exchange offer.                                      

If after the Distribution Date for the preferred share purchase rights (the     
"Rights") of Corning, as presently constituted or under any similar plan (see   
"Description of Corning Capital Stock--Preferred Share Purchase Rights"),       
converting holders of the Preferred Securities are not entitled to receive      
the Rights that would otherwise be attributable (but for the date of            
conversion) to the shares of Corning Common Stock received upon such            
conversion, then adjustment of the conversion price shall be made under         
clause (iv) of the preceding paragraph as if the Rights were then being         
distributed to the common stockholders. If such an adjustment is made and the   
Rights are later redeemed, invalidated, or terminated, then a corresponding     
reversing adjustment shall be made to the conversion price, on an equitable     
basis, to take account of such event.                                           

Corning from time to time may reduce the conversion price by any amount         
selected by Corning for any period of at least 20 days, in which case Corning   
shall give at least 15 days' notice of such reduction.                          
Corning may, at its option, make such reductions in the conversion price, in    
addition to those set forth above, as the Board of Directors deems advisable    
to avoid or diminish any income tax to holders of Corning Common Stock          
resulting from any dividend or distribution of stock (or rights to acquire      
stock) or from any event treated as such for income tax purposes.               

No adjustment of the conversion price will be made upon the issuance of any     
shares of Corning Common Stock pursuant to any present or future plan           
providing for the reinvestment of dividends or interest payable on securities   
of Corning and the investment of additional optional amounts in shares of       
Corning Common Stock under any such plan, or the issuance of any shares of      
Corning Common Stock or options or rights to purchase such shares pursuant to   
any present or future employee benefit plan or program of Corning or pursuant   
to any option, warrant, right, or exercisable, exchangeable, or convertible     
security outstanding as of the date the Preferred Securities were first         
designated. There shall also be no adjustment of the conversion price in case   
of the issuance of any Corning Common Stock (or securities convertible into     
or exchangeable for Corning Common Stock) of Corning, except as specifically    
described above. If any action would require adjustment of the conversion       
price pursuant to more than one of the anti-dilution provisions, only one       
adjustment shall be made and such adjustment shall be the amount of             
adjustment that has the highest absolute value to holders of the Preferred      
Securities. No adjustment in the conversion price will be required unless       
such adjustment would require an increase or decrease of at least 1% of the     
conversion price, but any adjustment that would otherwise be required to be     
made shall be carried forward and taken into account in any subsequent          
adjustment.                                                                     

Conversion Price Adjustments--Merger, Consolidation or Sale of Assets of        
Corning. In the event that Corning is a party to any transaction (including,    
without limitation, a merger, consolidation, sale of all or substantially all   
of Corning's assets, recapitalization or reclassification of Corning Common     
Stock or any compulsory share exchange (each of the foregoing being referred    
to as a "Transaction")), in each case, as a result of which shares of Corning   
Common Stock shall be converted into the right (i) in the case of any           
Transaction other than a Transaction involving a Common Stock Fundamental       
Change (as defined below) to receive securities, cash, or other property,       
each Preferred Security shall thereafter be convertible into the kind and       
amount of securities, cash, and other property receivable upon the              
consummation of such Transaction by a holder of that number of shares of        
Corning Common Stock into which a Preferred Security was convertible            
immediately prior to such Transaction, or (ii) in the case of a Transaction     
involving a Common Stock Fundamental Change to receive common stock of the      
kind received by holders of Corning Common Stock (but in each case after        
giving effect to any adjustment discussed below relating to a Fundamental       
Change if such Transaction constitutes a Fundamental Change).                   

If any Fundamental Change occurs, then the conversion price in effect will be   
adjusted immediately after such Fundamental Change as described below. In       
addition, in the event of a Common Stock Fundamental Change, each Preferred     
Security shall be convertible solely into common stock of the kind received     
by holders of Corning Common Stock as a result of such Common Stock             
Fundamental Change.                                                             

The conversion price in the case of any Transaction involving a Fundamental     
Change will be adjusted immediately after such Fundamental Change:              

(i) in the case of a Non-Stock Fundamental Change (as defined below), the   
conversion price of the Preferred Security will thereupon become the lower of   
(A) the conversion price in effect immediately prior to such Non-Stock          
Fundamental Change, but after giving effect to any other prior adjustments,     
and (B) the result obtained by multiplying the greater of the Applicable        
Price (as defined below) or the then applicable Reference Market Price (as      
defined below) by a fraction of which the numerator will be $50 and the         
denominator will be the then current redemption price per Preferred Security    
(or, for periods prior to August 5, 1998, an amount per Preferred Security      
of $53.00 (for the twelve month period ended August 5, 1995), $52.70 (for       
the twelve month period ended August 5, 1996), $52.40 (for the twelve           
month period ended August 5, 1997) and $52.10 (for the twelve month period      
ended August 5, 1998)); and                                                     

(ii) in the case of a Common Stock Fundamental Change, the conversion price 
of the Preferred Securities in effect immediately prior to such Common Stock    
Fundamental Change, but after giving effect to any other prior adjustments,     
will thereupon be adjusted by multiplying such conversion price by a fraction   
of which the numerator will be the Purchaser Stock Price (as defined below)     
and the denominator will be the Applicable Price; provided, however, that in    
the event of a Common Stock Fundamental Change in which (A) 100% of the value   
of the consideration received by a holder of Corning Common Stock is common     
stock of the successor, acquiror, or other third party (and cash,               
if any, is paid only with respect to any fractional interests in such common    
stock resulting from such Common Stock Fundamental Change) and (B) all of the   
Corning Common Stock will have been exchanged for, converted into, or           
acquired for common stock (and cash with respect to fractional interests) of    
the successor, acquiror, or other third party, the conversion price of the      
Preferred Securities in effect immediately prior to such Common Stock           
Fundamental Change will thereupon be adjusted by multiplying such conversion    
price by a fraction of which the numerator will be one and the denominator      
will be the number of securities of common stock of the successor, acquiror,    
or other third party received by a holder of one share of Corning Common        
Stock as a result of such Common Stock Fundamental Change.                      

In the absence of the Fundamental Change provisions, in the case of a           
Transaction each Preferred Security would become convertible into the           
securities, cash, or property receivable by a holder of the number of shares    
of Corning Common Stock into which such Preferred Security was convertible      
immediately prior to such Transaction. This change could substantially lessen   
or eliminate the value of the conversion privilege associated with the          
Preferred Securities. For example, if Corning were acquired in a cash merger,   
each Preferred Security would become convertible solely into cash and would     
no longer be convertible into securities whose value would vary depending on    
the future prospects of Corning and other factors.                              

The foregoing conversion price adjustments are designed, in "Fundamental        
Change" transactions where all or substantially all the Corning Common Stock    
is converted into securities, cash, or property and not more than 50% of the    
value received by the holders of Corning Common Stock consists of stock         
listed or admitted for listing subject to notice of issuance on a national      
securities exchange or quoted on the National Market System of the National     
Association of Securities Dealers, Inc. (a "Non-Stock Fundamental Change," as   
defined below), to increase the securities, cash, or property into which each   
Preferred Security is convertible.                                              

In a Non-Stock Fundamental Change transaction where the initial value           
received per share of Corning Common Stock (measured as described in the        
definition of Applicable Price below) is lower than the then applicable         
conversion price of a Preferred Security but greater than or equal to the       
"Reference Market Price" (initially $21.42 but subject to adjustment in         
certain events as described below), the conversion price will be adjusted as    
described above with the effect that each Preferred Security will be            
convertible into securities, cash, or property of the same type received by     
the holders of Corning Common Stock in the transaction but in an amount that    
would at the time of the transaction have had a value equal to the then         
current Redemption Price per Preferred Security (or, for periods prior to       
August 5, 1998, the amounts per Preferred Security for such periods set         
forth in clause (i) above with respect to conversion prices for Non-Stock       
Fundamental Changes).                                                           

In a Non-Stock Fundamental Change transaction where the initial value           
received per share of Corning Common Stock (measured as described in the        
definition of Applicable Price) is lower than both the Applicable Conversion    
Price of a Preferred Security and the Reference Market Price, the conversion    
price will be adjusted as described above but calculated as though such         
initial value had been the Reference Market Price.                              

In a Fundamental Change transaction where all or substantially all the          
Corning Common Stock is converted into securities, cash, or property and more   
than 50% of the value received by the holders of Corning Common Stock           
consists of listed or National Market System traded common stock (a "Common     
Stock Fundamental Change," as defined below), the foregoing adjustments are     
designed to provide in effect that (a) where Corning Common Stock is            
converted partly into such common stock and partly into other securities,       
cash, or property, each Preferred Security will be convertible solely into a    
number of shares of such common stock determined so that the initial value of   
such shares (measured as described in the definition of "Purchaser Stock        
Price" below) equals the value of the shares of Corning Common Stock into       
which such Preferred Security was convertible immediately before the            
transaction (measured as aforesaid) and (b) where Corning Common Stock is       
converted solely into such common stock, each Preferred Security will be        
convertible into the same number of shares of such common stock receivable by   
a holder of the number of shares of Corning Common Stock into which such        
Preferred Security was convertible immediately before such transaction.         

The term "Applicable Price" means (i) in the case of a Non-Stock Fundamental    
Change in which the holders of the Corning Common Stock receive only cash,      
the amount of cash received by the holder of one share of Corning Common        
Stock and (ii) in the event of any other Non-Stock Fundamental Change or any    
Common Stock Fundamental Change, the average of the Closing Prices for the      
Corning Common                                                                  

Stock during the ten trading days prior to and including the record date for    
the determination of the holders of Corning Common Stock entitled to receive    
such securities, cash, or other property in connection with such Non-Stock      
Fundamental Change or Common Stock Fundamental Change or, if there is no such   
record date, the date upon which the holders of the Corning Common Stock        
shall have the right to receive such securities, cash, or other property        
(such record date or distribution date being hereinafter referred to the        
"Entitlement Date"), in each case as adjusted in good faith by the General      
Partner to appropriately reflect any of the events referred to in clauses (i)   
through (vi) of the first paragraph under "--Conversion Price                   
Adjustments--General."                                                          

The term "Closing Price" means on any day the reported last sales price on      
such day or in case no sale takes place on such day, the average of the         
reported closing bid and asked prices in each case on the New York Stock        
Exchange Composite Tape or, if the stock is not listed or admitted to trading   
on such Exchange, on the principal national securities exchange on which such   
stock is listed or admitted to trading or if not listed or admitted to          
trading on any national securities exchange, the average of the closing bid     
and asked prices as furnished by any New York Stock Exchange member firm,       
selected by the General Partner for that purpose.                               

The term "Common Stock Fundamental Change" means any Fundamental Change in      
which more than 50% of the value (as determined in good faith by the Board of   
Directors of Corning) of the consideration received by holders of Corning       
Common Stock consists of common stock that for each of the ten consecutive      
trading days prior to the Entitlement Date has been admitted for listing or     
admitted for listing subject to notice of issuance on a national securities     
exchange or quoted on the National Market System of the National Association    
of Securities Dealers, Inc.; provided, however, that a Fundamental Change       
shall not be a Common Stock Fundamental Change unless either (i) Corning        
continues to exist after the occurrence of such Fundamental Change and the      
outstanding Preferred Securities continue to exist as outstanding Preferred     
Securities or (ii) not later than the occurrence of such Fundamental Change,    
the outstanding Preferred Securities are converted into or exchanged for        
shares of convertible preferred stock of an entity succeeding to the business   
of Corning, which convertible preferred stock has powers, preferences, and      
relative, participating, optional, or other rights, and qualifications,         
limitations, and restrictions, substantially similar to those of the            
Preferred Securities.                                                           

The term "Fundamental Change" means the occurrence of any transaction or        
event in connection with a plan pursuant to which all or substantially all of   
the Corning Common Stock shall be exchanged for, converted into, acquired       
for, or constitute solely the right to receive securities, cash, or other       
property (whether by means of an exchange offer, liquidation, tender offer,     
consolidation, merger, combination, reclassification, recapitalization, or      
otherwise), provided, that, in the case of a plan involving more than one       
such transaction or event, for purposes of adjustment of the conversion         
price, such Fundamental Change shall be deemed to have occurred when            
substantially all of the Corning Common Stock shall be exchanged for,           
converted into, or acquired for or constitute solely the right to receive       
securities, cash, or other property, but the adjustment shall be based upon     
the highest weighted average per share consideration that a holder of Corning   
Common Stock could have received in such transaction or event as a result of    
which more than 50% of the Corning Common Stock shall have been exchanged       
for, converted into, or acquired for or constitute solely the right to          
receive securities, cash, or other property.                                    

The term "Non-Stock Fundamental Change" means any Fundamental Change other      
than a Common Stock Fundamental Change.                                         

The term "Purchaser Stock Price" means, with respect to any Common Stock        
Fundamental Change, the average of the Closing Prices for the common stock      
received in such Common Stock Fundamental Change for the ten consecutive        
trading days prior to and including the Entitlement Date, as adjusted in good   
faith by the General Partner to appropriately reflect any of the events         
referred to in clauses (i) through (vi) of the first paragraph under            
"--Conversion Price Adjustments--General."                                      

The term "Reference Market Price" shall initially mean $21.42 (which is an      
amount equal to 66-2/3% of the reported last sale price for the Corning         
Common Stock on the NYSE on July 13, 1994), and in the event of any             
adjustment to the conversion price other than as a result of a Non-Stock        
Fundamental Change, the Reference Market Price shall also be adjusted so that   
the ratio of the Reference Market Price to the conversion price after giving    
effect to any such adjustment shall always be the same as the ratio of $21.42   
to the initial conversion price of the Preferred Securities.                    
Optional Exchange for Corning Series C Preferred Stock                          

Upon the occurrence of an Exchange Event (as defined below), the holders of     
not less than a majority of the aggregate liquidation preference of Preferred   
Securities then outstanding, voting as a class or by written consent, may, at   
their option, cause Corning Delaware to exchange all of the Subordinated        
Debentures for shares of Corning Series C Preferred Stock at the Exchange       
Price and distribute such shares to the holders of Preferred Securities in      
exchange for the Preferred Securities.                                          

The Corning Series C Preferred Stock issued upon any such exchange will have    
terms substantially similar to the terms of the Preferred Securities, except    
that, among other things, the Corning Series C Preferred Stock will have the    
right to elect two additional directors of Corning whenever dividends on the    
Corning Series C Preferred Stock are in arrears for 18 months (including for    
this purpose any arrearage with respect to the Preferred Securities) and will   
not be subject to mandatory redemption. See "--Description of Corning Series    
C Preferred Stock." The terms of the Corning Series C Preferred Stock provide   
that all accumulated and unpaid dividends (including any Additional             
Dividends) on the Preferred Securities that are not paid at the time of         
making an Exchange Election shall be treated as accrued and unpaid dividends    
on the Corning Series C Preferred Stock. For a discussion of the taxation of    
such an exchange to holders, including the possibility that holders who         
exchange their Preferred Securities for Corning Series C Preferred Stock may    
be subject to additional income tax to the extent accrued but unpaid interest   
on the Subordinated Debentures is converted into accumulated and unpaid         
dividends on the Corning Series C Preferred Stock received in exchange for      
the Preferred Securities, see "Certain Federal Income Tax                       
Considerations--Exchange of Preferred Securities for Corning Series C           
Preferred Stock."                                                               

The following events are "Exchange Events":                                     

(a) The failure of holders of Preferred Securities to receive, for 15       
consecutive months, the full amount of dividend payments on the Preferred       
Securities; or                                                                  

(b) The occurrence of a Tax Event.                                          

As soon as practicable, but in no event later than 30 days after the            
occurrence of an Exchange Event, the General Partner will convene a meeting     
of the holders of Preferred Securities (an "Exchange Election Meeting") for     
the purpose of acting on the matter of whether to cause Corning Delaware to     
exchange the Subordinated Debentures for shares of Corning Series C Preferred   
Stock. If the General Partner fails to convene such Exchange Election Meeting   
within such 30-day period, the holders of not less than 10% of the aggregate    
liquidation preference of the outstanding Preferred Securities will be          
entitled to convene such Exchange Election Meeting. Upon the affirmative vote   
of the holders of Preferred Securities representing not less than a majority    
of the aggregate liquidation preference of the Preferred Securities then        
outstanding at an Exchange Election Meeting or, in the absence of such          
meeting, upon receipt by Corning Delaware of written consents signed by the     
holders of a majority of the aggregate liquidation preference of the            
outstanding Preferred Securities, an election to exchange all outstanding       
Preferred Securities on the basis described above (an "Exchange Election")      
will be deemed to have been made. In the case of a Tax Event, Corning           
Delaware will continue to pay dividends on the Preferred Securities without     
adjustment for Additional Taxes until the Tax Event Date. During such time,     
Corning will pay any and all Additional Taxes of Corning Delaware.              

Holders of Preferred Securities, by purchasing such Preferred Securities,       
will be deemed to have agreed to be bound by these optional exchange            
provisions in regard to the exchange of such Preferred Securities for Corning   
Series C Preferred Stock on the terms described above.                          

Liquidation Rights                                                              

In the event of any voluntary or involuntary liquidation, dissolution, or       
winding-up of Corning Delaware, the holders of Preferred Securities at the      
time outstanding will be entitled to receive a liquidation preference of $50    
per Preferred Security plus all accumulated and unpaid dividends (whether or    
not earned or declared), including any Additional Dividends thereon, to the     
date of payment (the "Liquidation Distribution") out of the assets of Corning   
Delaware legally available for distribution to partners prior to any            
distribution by Corning Delaware on its other partnership interests.            

If, upon any liquidation of Corning Delaware, the holders of Preferred          
Securities are paid in full the aggregate Liquidation Distribution to which     
they are entitled, then such holders will not be entitled to receive or share   
in any other assets of Corning Delaware thereafter available for distribution   
to any other holders of partnership interests in Corning Delaware.              
Pursuant to the Limited Partnership Agreement, Corning Delaware shall be        
dissolved and its affairs shall be wound up upon the earliest to occur of:      
(i) the expiration of the term of Corning Delaware; (ii) any bankruptcy,        
dissolution or insolvency of the General Partner; (iii) upon the entry of a     
decree of a judicial dissolution; or (iv) upon the written consent of all       
partners of Corning Delaware.                                                   

Merger, Consolidation or Sale of Assets of Corning Delaware                     

The General Partner is authorized and directed to conduct its affairs and to    
operate Corning Delaware in such a way that Corning Delaware will not be        
deemed to be an "investment company" required to be registered under the        
Investment Company Act of 1940 (the "1940 Act") or taxed as a corporation for   
federal income tax purposes and so that the Subordinated Debentures will be     
treated as indebtedness of Corning for federal income tax purposes. In this     
connection, the General Partner is authorized to take any action not            
inconsistent with applicable law, the Certificate of Limited Partnership of     
Corning Delaware or the Limited Partnership Agreement that does not adversely   
affect the interests of the holders of the Preferred Securities and that the    
General Partner determines in its discretion to be necessary or desirable for   
such purposes.                                                                  

Corning Delaware may not consolidate or merge with or into, or convey,          
transfer or lease its properties and assets substantially as an entirety to     
any entity, except as described below. Corning Delaware may, for purposes of    
changing its state of domicile in order to avoid federal income tax or 1940     
Act consequences adverse to Corning or Corning Delaware or to the holders of    
the Preferred Securities, without the consent of the holders of the Preferred   
Securities, consolidate or merge with or into a limited partnership or trust    
organized as such under the laws of any state of the United States of           
America; provided, that (i) such successor entity either (x) expressly          
assumes all of the obligations of Corning Delaware under the Preferred          
Securities or (y) substitutes for the Preferred Securities other securities     
having substantially the same terms as the Preferred Securities (the            
"Successor Securities") so long as the Successor Securities rank, with          
respect to participation in the profits or assets of the successor entity, at   
least as high as the Preferred Securities rank with respect to participation    
in the profits or assets of Corning Delaware, (ii) Corning expressly            
acknowledges such successor entity as the holder of the Subordinated            
Debentures, (iii) such merger or consolidation does not cause the Preferred     
Securities (or any Successor Securities) to be delisted by any national         
securities exchange or other organization on which the Preferred Securities     
are then listed, (iv) such merger or consolidation does not cause the           
Preferred Securities (including any Successor Securities) to be downgraded by   
any nationally recognized statistical rating organization, (v) such merger or   
consolidation does not adversely affect the powers, preferences and other       
special rights of the holders of the Preferred Securities (including any        
Successor Securities) in any material respect (other than with respect to any   
dilution of the holders' interest in the new entity), (vi) prior to such        
merger or consolidation Corning has received an opinion of nationally           
recognized independent counsel to Corning Delaware experienced in such          
matters to the effect that (x) such successor entity will be treated as a       
partnership for federal income tax purposes, (y) following such merger or       
consolidation, Corning and such successor entity will be in compliance with     
the 1940 Act without registering thereunder as an investment company and (z)    
such merger or consolidation will not adversely affect the limited liability    
of the holders of the Preferred Securities.                                     

Voting Rights                                                                   

Except as provided below and under "--Description of the                        
Guarantee--Amendments and Assignment" and as otherwise required by law and      
the Limited Partnership Agreement, the holders of the Preferred Securities      
will have no voting rights.                                                     

If (i) Corning Delaware fails to pay dividends in full on the Preferred         
Securities for 15 consecutive months (other than as a result of a               
determination by Corning to defer interest payments on the Subordinated         
Debentures as described under "Description of Securities Offered--Description   
of the Subordinated Debentures--Option to Extend Interest Payment Period");     
(ii) an Event of Default (as defined under "Description of Securities           
Offered--Description of the Subordinated Debentures--Events of Default")        
occurs and is continuing with respect to the Subordinated Debentures; or        
(iii) Corning is in default under any of its payment obligations under the      
Guarantee (as described under "--Description of the Guarantee"), then the       
holders of the Preferred Securities, upon the affirmative vote of not less      
than a majority in aggregate liquidation preference of the Preferred            
Securities then outstanding, will be entitled to appoint and authorize a        
special general partner (a "Special General Partner") to enforce Corning        
Delaware's rights under the Subordinated Debentures, enforce the rights of      
the holders of Preferred Securities under the Guarantee and enforce the         
rights of the holders to receive dividends on the Preferred Securities. For     
pur-                                                                            

poses of determining whether Corning Delaware has failed to pay dividends in    
full for 15 consecutive months, dividends shall be deemed to remain in          
arrears, notwithstanding any partial payments in respect thereof, until all     
accumulated and unpaid dividends have been or contemporaneously are paid. Not   
later than 30 days after such right to appoint a Special General Partner        
arises, the General Partner will convene a meeting to elect a Special General   
Partner. If the General Partner fails to convene such meeting within such       
30-day period, the holders of not less than 10% of the aggregate liquidation    
preference of the Preferred Securities then outstanding will be entitled to     
convene such meeting. Any Special General Partner so appointed shall vacate     
office immediately if Corning Delaware (or Corning pursuant to the Guarantee)   
shall have paid in full all accumulated and unpaid dividends on the Preferred   
Securities or such Event of Default or default, as the case may be, shall       
have been cured. Notwithstanding the appointment of any such Special General    
Partner, Corning will retain all rights as obligor under the Subordinated       
Debentures, including the right to extend the interest payment period as        
provided under "--Description of the Subordinated Debentures--Option to         
Extend Interest Payment Period."                                                

If any proposed amendment to the Limited Partnership Agreement provides for,    
or the General Partner otherwise proposes to effect, (x) any action that        
would materially adversely affect the powers, preferences or special rights     
of the Preferred Securities, whether by way of amendment to the Limited         
Partnership Agreement or otherwise (including, without limitation, the          
authorization or issuance of any additional limited partnership interests in    
Corning Delaware), or (y) the dissolution, winding-up or termination of         
Corning Delaware (other than in connection with the exchange of Corning         
Series C Preferred Stock for Preferred Securities upon the occurrence of an     
Exchange Event or as described under "--Merger, Consolidation or Sale of        
Assets of Corning Delaware"), then the holders of outstanding Preferred         
Securities will be entitled to vote on such amendment or action of the          
General Partner (but not on any other amendment or action), and such            
amendment or action shall not be effective except with the approval of the      
holders of not less than 66-2/3% or more of the aggregate liquidation           
preference of the Preferred Securities then outstanding; provided, however,     
that no such approval shall be required if the dissolution, winding-up or       
termination of Corning Delaware is proposed or initiated pursuant to the        
Limited Partnership Agreement.                                                  

The rights attached to the Preferred Securities will be deemed to be            
materially adversely affected by the creation or issue of, and a vote of the    
holders of Preferred Securities will be required for the creation or issue      
of, any partnership interests in Corning Delaware other than the interests      
represented by the Preferred Securities, the interests of the General Partner   
and the interests of any Special General Partner.                               

So long as any Subordinated Debentures are held by Corning Delaware, the        
General Partner shall not (i) direct the time, method and place of conducting   
any proceeding for any remedy available to the Special General Partner (as      
defined under "Description of Securities Offered--Description of the            
Subordinated Debentures"), or exercising any trust or power conferred on the    
Special General Partner with respect to the Subordinated Debentures, (ii)       
waive any past default, which is waivable under the Fiscal Agency Agreement,    
(iii) exercise any right to rescind or annul a declaration that the principal   
of all the Subordinated Debentures shall be due and payable, (iv) consent to    
any amendment, modification or termination of the Subordinated Debentures or    
of the Fiscal Agency Agreement without, in each case, obtaining the prior       
approval of the holders of at least 66-2/3% or more of the aggregate            
liquidation preference of the Preferred Securities then outstanding,            
provided, however, that where a consent under the Subordinated Debentures       
would require the consent of each holder affected thereby, no such consent      
shall be given by the General Partner without the prior consent of each         
holder of the Preferred Securities. The General Partner shall not revoke any    
action previously authorized or approved by the Special General Partner or by   
a vote of Preferred Securities, without the approval of the holders of          
Preferred Securities representing not less than 66-2/3% of the aggregate        
liquidation preference of the Preferred Securities then outstanding. The        
General Partner shall notify all holders of Preferred Securities of any         
notice of default received from the Fiscal Agent with respect to the            
Subordinated Debentures.                                                        

Any required approval of holders of Preferred Securities may be given at a      
meeting of such holders convened for such purpose or pursuant to written        
consent. Corning Delaware will cause a notice of any meeting at which holders   
of Preferred Securities are entitled to vote, or of any matter upon which       
action by written consent of such holders is to be taken, to be mailed to       
each holder of record of Preferred Securities. Each such notice will include    
a statement setting forth (i) the date of such meeting or the date by which     
such action is to be taken, (ii) a description of any matter on which such      
holders are entitled to vote or of such matter upon which written consent is    
sought and (iii) instructions for the delivery of proxies or consents.          
Book-Entry-Only Issuance--The Depository Trust Company                          

DTC will act as securities depository for the Preferred Securities. The         
Preferred Securities will be issued only as fully-registered securities         
registered in the name of Cede & Co. (as nominee for DTC). One or more          
fully-registered global Preferred Security certificates will be issued,         
representing in the aggregate the total number of Preferred Securities, and     
will be deposited with DTC.                                                     

The laws of some jurisdictions require that certain purchasers of securities    
take physical delivery of securities in definitive form. Such laws may impair   
the ability to transfer beneficial interests in a global Preferred Security.    

DTC is a limited-purpose trust company organized under the New York Banking     
Law, a "banking organization" within the meaning of the New York Banking Law,   
a member of the Federal Reserve System, a "clearing corporation" within the     
meaning of the New York Uniform Commercial Code, and a "clearing agency"        
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC   
holds securities that its participants ("Participants") deposit with DTC. DTC   
also facilitates the settlement among Participants of securities                
transactions, such as transfers and pledges, in deposited securities through    
electronic computerized book-entry changes in Participants' accounts, thereby   
eliminating the need for physical movement of securities certificates. Direct   
Participants include securities brokers and dealers, banks, trust companies,    
clearing corporations, and certain other organizations ("Direct                 
Participants"). Access to the DTC system is also available to others such as    
securities brokers and dealers, banks and trust companies that clear through    
or maintain a custodial relationship with a Direct Participant, either          
directly or indirectly ("Indirect Participants").                               

Purchases of Preferred Securities within the DTC system must be made by or      
through Direct Participants, which will receive a credit for the Preferred      
Securities on DTC's records. The ownership interest of each actual purchaser    
of a Preferred Security ("Beneficial Owner") is in turn to be recorded on the   
Direct or Indirect Participants' records. Beneficial Owners will not receive    
written confirmation from DTC of their purchases, but Beneficial Owners are     
expected to receive written confirmations providing details of the              
transactions, as well as periodic statements of their holdings, from the        
Direct or Indirect Participants through which the Beneficial Owners purchased   
Preferred Securities. Transfers of ownership interests in Preferred             
Securities are to be accomplished by entries made on the books of               
Participants acting on behalf of Beneficial Owners. Beneficial Owners will      
not receive certificates representing their ownership interests in Preferred    
Securities, except upon a resignation of DTC, upon the occurrence of an Event   
of Default under the Subordinated Debentures or upon a decision by Corning      
Delaware to discontinue the book-entry system for the Preferred Securities.     

DTC has no knowledge of the actual Beneficial Owners of the Preferred           
Securities; DTC's records reflect only the identity of the Direct               
Participants to whose accounts such Preferred Securities are credited, which    
may or may not be the Beneficial Owners. The Participants will remain           
responsible for keeping account of their holdings on behalf of their            
customers.                                                                      

Conveyance of notices and other communications by DTC to Direct Participants,   
by Direct Participants to Indirect Participants, and by Direct Participants     
and Indirect Participants to Beneficial Owners will be governed by              
arrangements among them, subject to any statutory or regulatory requirements    
as may be in effect from time to time.                                          

Redemption notices shall be sent to Cede & Co. If less than all of the          
Preferred Securities are being redeemed, DTC's practice is to determine by      
lot the amount of the interest of each Direct Participant in such securities    
to be redeemed.                                                                 

Although voting with respect to the Preferred Securities is limited, in those   
cases where a vote is required, neither DTC nor Cede & Co. will itself          
consent or vote with respect to Preferred Securities. Under its usual           
procedures, DTC would mail an Omnibus Proxy to Corning Delaware as soon as      
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s          
consenting or voting rights to those Direct Participants to whose accounts      
the Preferred Securities are credited on the record date (identified in a       
listing attached to the Omnibus Proxy).                                         

Dividend payments on the Preferred Securities will be made to DTC. DTC's        
practice is to credit Direct Participants' accounts on the relevant payment     
date in accordance with their respective holdings shown on DTC's records        
unless DTC has reason to believe that it will not receive payments on such      
payment date. Payments by Participants to Beneficial Owners will be governed    
by standing instructions and cus                                                
tomary practices and will be the responsibility of such Participant and not     
of DTC, Corning Delaware or Corning, subject to any statutory or regulatory     
requirements as may be in effect from time to time. Payment of dividends to     
DTC is the responsibility of Corning Delaware, disbursement of such payments    
to Direct Participants is the responsibility of DTC, and disbursement of such   
payments to the Beneficial Owners is the responsibility of Direct and           
Indirect Participants.                                                          

Except as provided herein, a Beneficial Owner in a global Preferred Security    
will not be entitled to receive physical delivery of Preferred Securities.      
Accordingly, each Beneficial Owner must rely on the procedures of DTC to        
exercise any rights under the Preferred Securities.                             

DTC may discontinue providing its services as securities depository with        
respect to the Preferred Securities at any time by giving reasonable notice     
to Corning Delaware. Under such circumstances, in the event that a successor    
securities depository is not obtained, certificates representing the            
Preferred Securities will be printed and delivered. If an Event of Default      
occurs under the Subordinated Debentures or if Corning Delaware decides to      
discontinue use of the system of book-entry transfers through DTC (or a         
successor depository), certificates representing the Preferred Securities       
will be printed and delivered.                                                  

Transfer Agent, Registrar, Paying and Conversion Agent                          

Harris Trust and Savings Bank will act as Transfer Agent, Registrar and         
Paying and Conversion Agent for the Preferred Securities.                       

Registration of transfers of Preferred Securities will be effected without      
charge by or on behalf of Corning Delaware, but upon payment (with the giving   
of such indemnity as Corning Delaware may require) in respect of any tax or     
other government charges which may be imposed in relation to it.                

Description of Corning Series C Preferred Stock                                 

As described under "--Preferred Securities--Optional Exchange for Corning       
Series C Preferred Stock" above, the Preferred Securities may be exchanged in   
certain circumstances through Corning Delaware for Corning Series C Preferred   
Stock. The following description of the principal terms of the Corning Series   
C Preferred Stock does not purport to be complete or to give full effect to     
the provisions of statutory or other law and is qualified in its entirety by    
reference to the Corning Restated Certificate of Incorporation as amended       
(the "Restated Certificate") and the Certificate of Amendment, Preferences      
and Rights of the Corning Series C Preferred Stock (the "Certificate of         
Amendment"), which are filed as exhibits to the Registration Statement of       
which this Prospectus is a part.                                                

The Board of Directors of Corning has designated, and Corning will keep         
available, 3,250,000 shares (3,737,500 shares if the Underwriters'              
over-allotment option is exercised in full) of Corning Series C Preferred       
Stock for issuance upon exchange of the Preferred Securities (as described      
under " --Preferred Securities--Optional Exchange for Corning Series C          
Preferred Stock" above). At the time the Preferred Securities are issued, all   
corporate action required in connection with the issuance of the Corning        
Series C Preferred Stock upon the making of an Exchange Election will have      
been taken. The terms of the Corning Series C Preferred Stock are               
substantially similar to those of the Preferred Securities with the following   
principal exceptions:                                                           

(a) Accumulated and unpaid dividends (including any Additional Dividends    
thereon) on the Preferred Securities, if any, at the time of the making of an   
Exchange Election will become accumulated and unpaid dividends on the Corning   
Series C Preferred Stock;                                                       

(b) If dividends are not paid on the Corning Series C Preferred Stock for   
18 monthly dividend periods (including for this purpose any arrearage with      
respect to the Preferred Securities), the number of directors of Corning        
shall be increased by two persons and the holders of the Corning Series C       
Preferred Stock will be entitled to elect the persons to fill such positions;   

(c) Dividends on the Corning Series C Preferred Stock need not be declared  
even if Corning has funds legally available therefor and cash on hand           
sufficient to pay dividends. However, if Corning fails to declare such          
dividends, no dividends would be payable on any Junior Stock (as defined        
under "--Description of the Guarantee--Subordination") of Corning ranking       
junior to the Corning Series C Preferred Stock; and                             

(d) The Corning Series C Preferred Stock will not be subject to mandatory   
redemption.                                                                     

The Corning Series C Preferred Stock will rank senior to the Corning Common     
Stock and the Corning Series A Preferred Stock (as defined below under          
"Description of Corning Capital Stock--Series Preferred                         
Stock") with respect to the payment of dividends and amounts on liquidation,    
dissolution and winding-up. The Corning Series C Preferred Stock will rank on   
a parity with the Series B Preferred Stock with respect to the payment of       
dividends and amounts upon liquidation, dissolution or winding-up. In the       
event dividends are not paid in full on either the Corning Series B or Series   
C Preferred Stock, the holders of the Corning Series B and Series C Preferred   
Stock will share ratably with respect to any dividend payment in proportion     
to the respective amounts of the accumulated and unpaid dividends due on such   
preferred stock .                                                               

In the event of a voluntary or involuntary bankruptcy, liquidation,             
dissolution or winding-up of Corning, the holders of Corning Series C           
Preferred Stock are entitled to receive out of the net assets of Corning, but   
before any distribution is made on any class of securities ranking junior to    
the Corning Series C Preferred Stock, $100 per share in cash plus accumulated   
and unpaid dividends (whether or not earned or declared) to the date of final   
distribution to such holders. After payment of the full amount of the           
liquidation distribution to which they are entitled, the holders of shares of   
Corning Series C Preferred Stock will not be entitled to any further            
participation in any distribution of assets of Corning. In the event that the   
assets available for distribution are insufficient to pay in full the           
liquidation preference to the holders of the Corning Series B and Series C      
Preferred Stock and any other pari passu preferred stock, the holders of such   
preferred stock will share in the remaining assets, based on the proportion     
of their liquidation preference to the entire amount of unpaid liquidation      
preference.                                                                     

So long as the Subordinated Debentures are exchangeable for the Corning         
Series C Preferred Stock, Corning may not authorize or issue any other          
preferred stock ranking senior to the Corning Series C Preferred Stock          
without the approval of the holders of not less than 66-2/3% of the aggregate   
liquidation preference of the Preferred Securities then outstanding. However,   
no such vote shall be required for the issuance by Corning of additional        
preferred stock ranking pari passu to the Corning Series C Preferred Stock as   
to the payment of dividends and amounts upon liquidation, dissolution and       
winding-up.                                                                     

Description of the Guarantee                                                    

The following is a description of the principal terms and provisions of the     
Guarantee Agreement (the "Guarantee"), which will be executed and delivered     
by Corning for the benefit of the holders from time to time of the Preferred    
Securities. The following description is qualified in its entirety by           
reference to such agreement, a copy of the form of which is filed as an         
exhibit to the Registration Statement of which this Prospectus is a part.       

General                                                                         

Pursuant to the Guarantee, Corning will irrevocably and unconditionally         
agree, on a subordinated basis and to the extent set forth therein, to pay in   
full to the holders of the Preferred Securities, the Guarantee Payments (as     
defined below) (except to the extent previously paid by Corning Delaware), as   
and when due, regardless of any defense, right of set-off or counterclaim       
that Corning Delaware may have or assert. The following payments, to the        
extent not paid by Corning Delaware, are the "Guarantee Payments": (a) any      
accumulated and unpaid dividends (including any Additional Dividends thereon)   
that have been theretofore declared on the Preferred Securities from monies     
legally available therefor; (b) the Redemption Price payable with respect to    
Preferred Securities called for redemption by Corning Delaware out of funds     
legally available therefor; and (c) upon a liquidation of Corning Delaware,     
the lesser of (i) the Liquidation Distribution and (ii) the amount of assets    
of Corning Delaware available for distribution to holders of Preferred          
Securities in liquidation of Corning Delaware. Corning's obligation to make a   
Guarantee Payment may be satisfied by Corning's direct payment of the           
required amounts to the holders of Preferred Securities or by Corning's         
causing Corning Delaware to pay such amounts to such holders.                   

If Corning fails to make interest payments on the Subordinated Debentures       
purchased by Corning Delaware, Corning Delaware will have insufficient funds    
to pay dividends on the Preferred Securities. The Guarantee does not cover      
payment of dividends when Corning Delaware does not have sufficient funds to    
pay such dividends.                                                             

Corning's obligations under the Guarantee will constitute a guarantee of        
payment and not of collection. A holder of Preferred Securities may enforce     
such obligations directly against Corning, and Corning waives any right or      
remedy to require that any action be brought against Corning Delaware or any    
other person or entity before proceeding against Corning. Such obligations      
will not be discharged except by payment of the Guarantee Payments in full.     

Certain Covenants of Corning                                                    

In the Guarantee, Corning will covenant and agree that, so long as any          
Preferred Securities are outstanding, neither Corning nor any majority owned    
subsidiary of Corning shall declare or pay any dividend or distribution on,     
or redeem, purchase or otherwise acquire or make a liquidation payment with     
respect to, any Junior Stock (as defined below under "--Subordination")         
(other than as a result of a reclassification of Junior Stock or the exchange   
or conversion of one class or series of Junior Stock for another class or       
series of Junior Stock) or make any guarantee payments with respect to the      
foregoing (other than payments under the Guarantee or dividends or guarantee    
payments to Corning), if at such time Corning has exercised its option to       
extend the interest payment period on the Subordinated Debentures and such      
extension is continuing, Corning is in default with respect to its payment or   
other obligations under the Guarantee or there shall have occurred any event    
that, with the giving of notice or the lapse of time or both, would             
constitute an Event of Default under the Subordinated Debentures. When          
dividends are not paid in full, all dividends declared upon the Preferred       
Securities and all dividends declared upon any Pari Passu Stock shall be        
declared ratably in proportion to the respective amounts of dividends           
accumulated and unpaid on the Preferred Securities and accumulated and unpaid   
on such Pari Passu Stock. "Pari Passu Stock" means Corning's Series B           
Preferred Stock, and any guarantee now or hereafter entered into by Corning     
in respect of any preferred or preference stock of any affiliate of Corning,    
and any other class or series of preferred stock of Corning, ranking as to      
the payment of dividends and amounts upon liquidation, dissolution and          
winding-up on a parity with the Series B Preferred Stock. Corning will          
covenant to take all actions necessary to ensure the compliance of its          
subsidiaries with the above covenant.                                           

Corning will also covenant that, so long as any Preferred Securities are        
outstanding, it will (a) maintain direct 100% ownership of the partnership      
interests and any other interests in Corning Delaware other than the            
Preferred Securities, except as permitted in the Limited Partnership            
Agreement, (b) cause at least 21% of the total value of Corning Delaware and    
at least 21% of all interest in the capital, income, gain, loss, deduction      
and credit of Corning Delaware to be held by Corning, as General Partner,       
except as permitted in the Limited Partnership Agreement, (c) not voluntarily   
dissolve, wind-up or liquidate itself or Corning Delaware, (d) remain the       
General Partner and timely perform all of its duties as General Partner of      
Corning Delaware (including the duty to cause Corning Delaware to declare and   
pay dividends on the Preferred Securities), unless a permitted successor        
General Partner is appointed, and (e) subject to the terms of the Preferred     
Securities, use reasonable efforts to cause Corning Delaware to remain a        
Delaware limited partnership and otherwise continue to be treated as a          
partnership for United States federal income tax purposes.                      

Subordination                                                                   

Corning's obligations under the Guarantee to make Guarantee Payments will       
constitute an unsecured obligation of Corning that will rank (i) subordinate    
and junior in right of payment to all liabilities of Corning, (ii) pari passu   
with the Series B Preferred Stock, with any guarantee now or hereafter          
entered into by Corning in respect of any preferred or preference stock of      
any affiliate of Corning and any other class or series of Corning preferred     
stock ranking as to the payment of dividends and amounts upon liquidation,      
dissolution and winding up on a parity with the Series B Preferred Stock and    
(iii) senior to Corning Common Stock, the Series A Preferred Stock and any      
other class or series of capital stock issued by Corning or any of its          
affiliates which by its express terms ranks junior in the payment of            
dividends and amounts on liquidation, dissolution, and winding-up to the        
Preferred Securities ("Junior Stock").                                          

Amendments and Assignment                                                       

The terms of the Guarantee may be amended only with the prior approval of the   
holders of not less than 66-2/3% of the aggregate liquidation preference of     
the Preferred Securities then outstanding. The manner of obtaining any such     
approval of holders of the Preferred Securities will be as set forth in         
"--Preferred Securities--Voting Rights." All provisions contained in the        
Guarantee will bind the successors, assigns, receivers, trustees and            
representatives of Corning and will inure to the benefit of the holders of      
the Preferred Securities. Except in connection with any merger or               
consolidation of Corning with or into another entity or any sale, transfer or   
lease of Corning's assets to another entity complying with the provisions       
under "--Consolidation, Merger or Sale of Assets" below. Corning may not        
assign its rights or delegate its obligations under the Guarantee without the   
prior approval of the holders of not less than 66-2/3% of the aggregate         
liquidation preference of the Preferred Securities then outstanding.            

Termination                                                                     

Corning's obligation to make Guarantee Payments under the Guarantee will        
terminate as to each holder of Preferred Securities and be of no further        
force and effect upon (a) full payment of the Redemption Price of such          
holder's Preferred Securities, (b) full payment of the amounts payable to       
such holder upon liquidation of Corning Delaware, (c) the distribution of       
Corning Common Stock to such holder in respect of the conversion of all of      
such holder's Preferred Securities into Corning Common Stock or (d) the         
distribution of Corning Series C Preferred Stock to such holder in respect of   
the exchange of the Subordinated Debentures for Corning Series C Preferred      
Stock. Notwithstanding the foregoing, Corning's obligation to make Guarantee    
Payments will continue to be effective or will be reinstated, as the case may   
be, as to a holder if at any time such holder must restore payment of any       
sums paid under the Preferred Securities or under the Guarantee for any         
reason whatsoever.                                                              

Consolidation, Merger or Sale of Assets                                         

The Guarantee provides that Corning may merge or consolidate with or into       
another entity, may permit another entity to merge or consolidate with or       
into Corning and may sell, transfer or lease all or substantially all of its    
assets to another entity if (i) at such time no Event of Default (as defined    
in the Fiscal Agency Agreement) shall have occurred and be continuing, or       
would occur as a result of such merger, consolidation, sale, transfer or        
lease and (ii) the survivor of such merger or consolidation or entity to        
which Corning's assets are sold, transferred or leased is an entity organized   
under the laws of the United States or any state thereof, becomes the General   
Partner, assumes all of Corning's obligations under the Guarantee and has a     
net worth equal to at least 10% of the total contributions to Corning           
Delaware.                                                                       

Governing Law                                                                   

The Guarantee will be governed by and construed in accordance with the laws     
of the State of New York.                                                       

Description of the Subordinated Debentures                                      

The following summary of the principal terms and provisions of the              
Subordinated Debentures in which Corning Delaware will invest the proceeds of   
the issuance and sale of the Preferred Securities and substantially all of      
the capital contributed to Corning Delaware by the General Partner (the         
"General Partner Payment") does not purport to be complete and is qualified     
in its entirety by reference to the Fiscal Agency Agreement among Corning,      
Corning Delaware and Harris Trust and Savings Bank, as fiscal agent (the        
"Fiscal Agent"), a form of which has been filed as an exhibit to the            
Registration Statement of which this Prospectus is a part. All of the           
Subordinated Debentures will be issued under the Fiscal Agency Agreement.       

General                                                                         

The Subordinated Debentures will be limited in aggregate principal amount to    
the sum of the aggregate amount of the proceeds received by Corning Delaware    
from the Offering and the General Partner Payment less 1% of such sum.          

The entire principal amount of the Subordinated Debentures will become due      
and payable, together with any accrued and unpaid interest thereon, including   
Additional Interest (as defined below), on the earliest of July 21, 2024        
or the date upon which Corning Delaware is dissolved, wound-up, liquidated or   
terminated.                                                                     

Prepayment                                                                      

Corning will have the right to prepay the Subordinated Debentures, in whole     
or in part (together with any accrued but unpaid interest on the portion        
being prepaid), at any time on or after August 5, 1998, during the twelve-month 
periods beginning on August 5 in each of the following years at the             
following prepayment prices (expressed as a percentage of the principal         
amount of the Subordinated Debentures being prepaid):                           

                                                                [Download Table]

                              Prepayment Price    
Year                       (% of principal amount)
                                                  
August 5, 1998                           103.6%   
August 5, 1999                           103.0    
August 5, 2000                           102.4    
August 5, 2001                           101.8    
August 5, 2002                           101.2    
August 5, 2003                           100.6    
August 5, 2004 and thereafter            100.0    

Interest                                                                        

The Subordinated Debentures will bear interest at the rate of 6% per annum      
from the original date of issuance, payable monthly in arrears on the last      
day of each calendar month of each year (each an "Interest Payment Date"),      
commencing July 31, 1994. Interest will compound monthly and will accrue        
at the annual rate of 6% on any interest installment not paid monthly or        
when otherwise due.                                                             

The amount of interest payable for any period will be computed on the basis     
of twelve 30-day months and a 360-day year and, for any period shorter than a   
full monthly interest period, will be computed on the basis of the actual       
number of days elapsed in such period. In the event that any date on which      
interest is payable on the Subordinated Debentures is not a Business Day,       
then a payment of the interest payable on such date will be made on the next    
succeeding day which is a Business Day (and without any interest or other       
payment in respect of any such delay), except that, if such Business Day is     
in the next succeeding calendar year, such payment shall be made on the         
immediately preceding Business Day, in each case with the same force and        
effect as if made on such date. A "Business Day" shall mean any day other       
than a day on which banking institutions in The City of New York are            
authorized or required by law to close.                                         

Option to Extend Interest Payment Period                                        

Corning shall have the right at any time and from time to time during the       
term of the Subordinated Debentures to extend interest payment periods for up   
to 60 months, during which periods interest will compound monthly and during    
which Corning shall have the right to make partial payments of interest and     
at the end of which period Corning shall pay all interest then accrued and      
unpaid (together with Additional Interest); provided that, during any such      
extended interest payment period neither Corning nor any majority owned         
subsidiary of Corning shall declare or pay any dividend on, or redeem,          
purchase, acquire for value or make a liquidation payment with respect to,      
any Junior Stock (other than as a result of a reclassification of Junior        
Stock or the exchange or conversion of one class or series of Junior Stock      
for another class or series of Junior Stock) or make any guarantee payments     
with respect to the foregoing (other than payments under the Guarantee or       
dividends or guarantee payments to Corning). Prior to the termination of any    
such extended interest payment period, Corning may further extend the           
interest payment period, provided that such extended interest payment period    
together with all such further extensions thereof may not exceed 60 months.     
Corning shall give Corning Delaware notice of its selection of an extended      
interest payment period one Business Day prior to the earlier of (i) the date   
the related dividends are payable or (ii) the date Corning Delaware is          
required to give notice of the record or payment date of such related           
dividend to the New York Stock Exchange or other applicable self-regulatory     
organization or to holders of the Preferred Securities, but in any event not    
less than two Business Days prior to such record date. The General Partner      
shall give notice of Corning's selection of an extended interest payment        
period to the holders of the Preferred Securities.                              

Additional Interest                                                             

Corning shall be required to pay any interest upon interest that has not been   
paid on the Subordinated Debentures monthly. Accordingly, in such               
circumstance, Corning will pay interest upon interest in order to provide for   
monthly compounding on the Subordinated Debentures (the amounts of interest     
payable to effect monthly compounding on the Subordinated Debentures being      
referred to herein as "Additional Interest").                                   

Subordination                                                                   

The Fiscal Agency Agreement provides that the Subordinated Debentures are       
subordinate and junior in right of payment to all Senior Indebtedness (as       
defined below) of Corning and will rank pari passu with the claims of           
Corning's trade creditors.                                                      

Upon any payment or distribution of assets to creditors upon any liquidation,   
dissolution, winding-up, reorganization, assignment for the benefit of          
creditors, marshalling of assets or any bankruptcy, insolvency or similar       
proceedings of Corning, the holders of all Senior Indebtedness will first be    
entitled to receive payment in full of all amounts due thereon before any       
payment will be made in respect of the principal of or premium, if any, or      
interest on the Subordinated Debentures. In the event of the acceleration of    
the maturity of the Subordinated Debentures, the holders of all Senior          
Indebtedness will first be entitled to receive payment in full of all amounts   
due thereon before any payment will be made upon the principal of or premium,   
if any, or interest on the Subordinated Debentures. No payments on account of   
principal, premium, if any, or interest in respect of the Subordinated          
Debentures may be made if there shall have occurred and be continuing a         
default in any payment with respect to Senior Indebtedness, or an event of      
default with respect to any Senior Indebtedness permitting the holders          
thereof to accelerate the maturity thereof.                                     

By reason of such subordination, in the event of any proceeding of the type     
described in the preceding paragraph involving Corning, creditors of Corning    
who are holders of Senior Indebtedness and general unsecured creditors of       
Corning may recover more, ratably, than Corning Delaware.                       

The term "Senior Indebtedness" is defined to mean the principal of, premium,    
if any, interest on, and any other payment due pursuant to any of the           
following, whether outstanding at the date of execution of the Fiscal Agency    
Agreement or thereafter incurred, created or assumed:                           

(a) all indebtedness of Corning for money borrowed (including any           
indebtedness secured by a mortgage or other lien which is (i) given to secure   
all or part of the purchase price of property subject thereto, whether given    
to the vendor of such property or to another or (ii) existing on property at    
the time of acquisition thereof) but, in either case, excluding trade           
accounts payable or similar accrued liabilities arising in the ordinary         
course of business;                                                             

(b) all indebtedness of Corning for money borrowed evidenced by notes,      
debentures, bonds or other securities;                                          

(c) all lease obligations of Corning which are capitalized on the books of  
Corning in accordance with generally accepted accounting principles;            

(d) all indebtedness of others of the kinds described in either of the      
preceding clauses (a) or (b) and all lease obligations of others of the kind    
described in the preceding clause (c) assumed by or guaranteed in any manner    
by Corning or in effect guaranteed by Corning through an agreement to           
purchase, contingent or otherwise;                                              

(e) all obligations of Corning with respect to letters of credit issued in  
connection with indebtedness of others of the kind described in the preceding   
clauses (a) or (b) or lease obligations of the kind described in the            
preceding clause (c); and                                                       

(f) all renewals, extensions or refundings of indebtedness of the kinds     
described in any of the preceding clauses (a), (b) or (d), all renewals or      
extensions of lease obligations of the kinds described in either the            
preceding clauses (c) and (d) and all renewals or extensions of obligations     
with respect to letters of credit of the kind described in the preceding        
clause (e);                                                                     
unless, in the case of any particular indebtedness, lease obligation,           
renewal, extension, refunding or obligations with respect to letters of         
credit, the instrument or lease creating or evidencing the same or the          
assumption or guarantee of the same expressly provides that such                
indebtedness, lease, obligation, renewal, extension or refunding is not         
superior in right of payment to or is pari passu with the Subordinated          
Debentures. Such Senior Indebtedness shall continue to be Senior Indebtedness   
and entitled to the benefits of the subordination provisions irrespective of    
any amendment, modification or waiver of any term of such Senior                
Indebtedness.                                                                   

As of June 19, 1994, Senior Indebtedness of Corning aggregated approximately    
$1.9 billion. The Fiscal Agency Agreement does not limit Corning's ability to   
incur Senior Indebtedness.                                                      

Certain Covenants of Corning                                                    

Corning will covenant that neither it nor any majority owned subsidiary of      
Corning will declare or pay any dividend on, or redeem, purchase, acquire for   
value or make a liquidation payment with respect to, any Junior Stock, or       
make any guarantee payments with respect to the foregoing if at such time (i)   
there shall have occurred any event that, with the giving of notice or the      
lapse of time or both would constitute an Event of Default                      

(as defined below) under the Subordinated Debentures, (ii) Corning shall be     
in default with respect to its payment or other obligations under the           
Guarantee or (iii) Corning shall have given notice of its selection of an       
extended interest payment period as provided in the Subordinated Debentures     
and such period or any extension thereof shall be continuing. Corning will      
also covenant (i) to remain the General Partner of Corning Delaware, provided   
that any permitted successor of Corning under the Limited Partnership           
Agreement may succeed to Corning's duties as General Partner, (ii) to cause     
at least 21% of the total value of Corning Delaware and at least 21% of all     
interests in the capital, income, gain, loss, deduction and credit of Corning   
Delaware to be held by Corning as General Parter, (iii) not to voluntarily      
dissolve, wind-up or liquidate Corning Delaware, (iv) to perform timely all     
of its duties as General Partner (including the duty to pay dividends on the    
Preferred Securities as described under "--Description of the                   
Guarantee--General"), (v) to maintain direct ownership of all partnership       
interests of Corning Delaware other than the Preferred Securities and any       
Special General Partnership Interest, (vi) to use its reasonable efforts to     
cause Corning Delaware to remain a limited partnership and otherwise to         
continue to be treated as a partnership for United States federal income tax    
purposes and (vii) to deliver shares of Corning Series C Preferred Stock or     
Corning Common Stock upon an election by Corning Delaware to exchange or        
convert the Subordinated Debentures.                                            

Events of Default                                                               

If one or more of the following events (each an "Event of Default") shall       
occur and be continuing :                                                       

(a) failure to pay any principal of the Subordinated Debentures when due;   

(b) failure to pay any interest on the Subordinated Debentures, including   
any Additional Interest, when due and such failure continues for a period of    
10 days; provided that a valid extension of the interest payment period by      
Corning shall not constitute a default in the payment of interest for this      
purpose;                                                                        

(c) failure by Corning to deliver shares of Corning Series C Preferred      
Stock or Corning Common Stock upon an election by Corning Delaware to           
exchange or convert the Subordinated Debentures;                                

(d) failure by Corning to perform in any material respect any other         
covenant in the Fiscal Agency Agreement for the benefit of the holders of       
Subordinated Debentures continued for a period of 60 days after written         
notice to Corning from Corning Delaware or any holder of Preferred              
Securities;                                                                     

(e) the dissolution, winding-up, liquidation or termination of Corning      
Delaware; or                                                                    

(f) certain events of bankruptcy, insolvency or liquidation of Corning;     
then Corning Delaware, or any subsequent holder of the Subordinated             
Debentures, will have the right to declare the principal of and the interest    
on the Subordinated Debentures (including any Additional Interest) and any      
other amounts payable under the Subordinated Debentures to be forthwith due     
and payable and to enforce its other rights as a creditor with respect to the   
Subordinated Debentures. Additionally, under the terms of the Preferred         
Securities, the holders of outstanding Preferred Securities will have the       
rights described above under "--Preferred Securities--Voting Rights,"           
including the right to appoint a Special General Partner, which Special         
General Partner shall be authorized to exercise Corning Delaware's right to     
accelerate the principal amount of the Subordinated Debentures and accrued      
interest (including any Additional Interest) thereon and to enforce Corning     
Delaware's other rights as a creditor under the Subordinated Debentures.        

Conversion of the Subordinated Debentures                                       

The Subordinated Debentures will be convertible into Corning Common Stock at    
the option of Corning Delaware at any time on or before the close of business   
on the maturity date thereof at the initial conversion price set forth on the   
cover page of this Prospectus subject to the adjustments described under        
"--Preferred Securities--Conversion Rights." Upon conversion of the Preferred   
Securities, Corning Delaware will convert $50 principal amount of the           
Subordinated Debentures for every Preferred Security so converted. Corning's    
delivery to Corning Delaware of the fixed number of shares of Corning Common    
Stock into which the Subordinated Debentures are convertible (together with     
the cash payment, if any, in lieu of fractional shares) will be deemed to       
satisfy Corning's obligation to pay the principal amount of the Subordinated    
Debentures, including any applicable redemption premium, and the accrued and    
unpaid interest attributable to the period from the last date to which          
interest has been paid or duly provided for.                                    

Exchange of the Subordinated Debentures                                     
The Subordinated Debentures will be exchangeable for shares of Corning Series   
C Preferred Stock upon an Exchange Event on or before the close of business     
on the maturity date thereof at the rate of                                     
one share of Corning Series C Preferred Stock for each $100 principal amount    
of the Subordinated Debentures. Accrued and unpaid interest (including          
Additional Interest) on the Subordinated Debentures will be treated as          
accrued and unpaid dividends on the Corning Series C Preferred Stock.           

Modification of the Fiscal Agency Agreement                                     

The Fiscal Agency Agreement may be amended by mutual consent of the parties     
in any manner the parties shall agree; provided that, so long as any of the     
Preferred Securities remain outstanding, no such amendment may be made that     
adversely affects the holders of Preferred Securities, and no termination of    
the Fiscal Agency Agreement may occur, and no Event of Default or compliance    
with any covenant under the Fiscal Agency Agreement may be waived by Corning    
Delaware, without the prior consent of the holders of at least 66-2/3% of the   
aggregate liquidation preference of the Preferred Securities then outstanding   
unless and until the Subordinated Debentures and all accrued and unpaid         
interest thereon have been paid in full.                                        

Governing Law                                                                   

The Fiscal Agency Agreement and the Subordinated Debentures will be governed    
by, and construed in accordance with, the laws of the State of New York.        

Information Concerning the Fiscal Agent                                         

The Fiscal Agent is an agent of Corning and owes no duty to the holders of      
Subordinated Debentures or holders of the Preferred Securities. Corning and     
Corning Delaware have agreed in the Fiscal Agency Agreement to indemnify and    
hold harmless the Fiscal Agent against any losses or damages it may suffer as   
Fiscal Agent.                                                                   

Harris Trust and Savings Bank, the Fiscal Agent under the Fiscal Agency         
Agreement, has from time to time engaged in transactions with, or performed     
services for, Corning in the ordinary course of business.                       

DESCRIPTION OF CORNING CAPITAL STOCK  

General                                                                         
The following is a brief summary of certain provisions of the Restated          
Certificate and does not relate to or give effect to provisions of statutory    
or other law except as specifically stated. The Restated Certificate            
authorizes the issuance of 500,000,000 shares of Common Stock. As of June 23,   
1994, 213,575,956 shares of Common Stock were outstanding. The rights of        
holders of Corning Common Stock are governed by the Restated Certificate, the   
Company's By-Laws and by the New York Business Corporation Law (the "NYBCL").   

Voting Rights                                                                 
Subject to the voting of any shares of Series Preferred Stock that may be       
outstanding, voting power is vested in the Common Stock, each share having      
one vote.                                                                       

Preemptive Rights                                                             
The Restated Certificate provides that no holder of Common Stock or Series      
Preferred Stock (as defined below) of the Company shall have any preemptive     
rights except as the Board of Directors of the Company may determine from       
time to time. No such rights have been granted by the Board of Directors of     
the Company.                                                                    

Liquidation Rights                                                            
Subject to the preferential rights of any outstanding Series Preferred Stock,   
in the event of any liquidation of the Company, holders of Common Stock then    
outstanding are entitled to share ratably in the assets of the Company          
available for distribution to such holders.                                     

Dividend Rights and Restrictions                                              
Subject to any preferential rights of any outstanding Series Preferred Stock    
and any outstanding Preferred Securities, such dividends as may be determined   
by the Board of Directors may be declared and paid on the Common Stock from     
time to time out of any funds legally available therefor. The Company has       
regularly paid cash dividends since 1881 and currently expects to continue to   
pay cash dividends. The Company's current quarterly cash dividend is $.17 per   
share of Common Stock. The continued declaration of dividends by the Board of   
Directors of the Company is subject to, among other things, the Company's       
current and prospective earnings, financial condition and capital               
requirements and such other factors as the Board of Directors may deem          
relevant.                                                                       

Other Provisions                                                                
The Common Stock has no redemption, sinking fund or conversion privileges       
applicable thereto and holders of Common Stock are not liable to assessments    
or to further call.                                                             

Common Stock Eligible for Future Sale                                         
In connection with the acquisition by Corning on June 7, 1994 of all of the     
outstanding shares of Maryland Medical for approximately 4.5 million shares     
of Corning Common Stock, Corning granted to the stockholders of Maryland        
Medical registration rights for such shares of Corning Common Stock. Pursuant   
to such rights, Corning is required to file a registration statement covering   
all 4.5 million shares of Corning Common Stock no later than 90 days after      
the written request of the designated representative of such stockholders. As   
of July 13, 1994, no such request had been received by Corning.                 

On June 1, 1994 Corning signed a definitive agreement to acquire all of the     
outstanding shares of the capital stock of Nichols in a transaction to be       
accounted for as a pooling of interests. Under the terms of the agreement,      
Corning will exchange newly issued and registered shares of Corning Common      
Stock with a value equal to up to $13 for each share of the capital stock of    
Nichols outstanding. Using an assumed price of $33 per share of Corning         
Common Stock and the number of shares of the capital stock of Nichols           
presently outstanding, approximately 6.7 million shares of Corning Common       
Stock will be issued in such exchange. The final exchange ratio of shares of    
Corning Common Stock for shares of Nichols capital stock will be determined     
by the price of Corning Common Stock during the 10-day trading period ending    
on the fifth trading day prior to the date of the Nichols stockholders          
meeting held to approve the transaction. In no event will more than 8.4         
million shares of Corning Common Stock be issued in exchange for the            
outstanding shares of the capital stock of Nichols.                             

At the closing of the Nichols transaction, outstanding options to purchase      
the capital stock of Nichols will be converted to options to purchase Corning   
Common Stock in accordance with the final exchange ratio. At a value of $13     
per share of capital stock of Nichols, substantially all of the options to      
purchase the capital stock of Nichols are "in the money." Using an assumed      
price of $33 per share of Corning Common Stock and the number of options to     
purchase the capital stock of Nichols presently outstanding, approximately      
1.0 million shares of Corning Common Stock will be reserved for issuance upon   
the exercise of such options. Substantially all of such options to purchase     
Corning Common Stock will be exercisable immediately following the closing of   
the transaction. In no event will more than 1.2 million shares of Corning       
Common Stock be issued upon the exercise of outstanding options. Corning        
believes that approximately 85% of the shares of Corning Common Stock to be     
issued in the Nichols transaction will be freely transferable upon              
consummation of the acquisition.                                                

The Nichols transaction is subject to regulatory approval and is expected to    
close in the second half of 1994.                                               

Series Preferred Stock                                                          
The Restated Certificate authorizes the issuance of up to 10,000,000 shares     
of Series Preferred Stock, par value $100 per share (the "Series Preferred      
Stock"). The Company's Board of Directors has the authority to issue such       
shares from time to time, without stockholder approval, and the authority to    
determine the designations, preferences, rights, including voting rights, and   
restrictions of such shares, subject to the NYBCL. Pursuant to this             
authority, the Board of Directors has designated 600,000 shares of Series       
Preferred Stock as Series A Preferred Stock (the "Series A Preferred Stock"),   
500,000 shares of Series Preferred Stock as Series B Preferred Stock (the       
"Series B Preferred Stock"), and 3,737,500 shares of Series Preferred Stock as  
Series C Preferred Stock. No other class of Series Preferred Stock has been     
designated by the Board of Directors. For a description of the Corning Series   
C Preferred Stock, see "Description of Securities Offered--Corning Series C     
Preferred Stock."                                                               

Series B Preferred Stock                                                      
Cumulative cash dividends at the rate of 8% per annum are payable on shares     
of the Series B Preferred Stock that have been issued. The Company has          
regularly paid dividends on the Series B Preferred Stock. No dividends may be   
paid or declared on the Series A Preferred Stock or the Common Stock unless     
all dividends for all prior dividend periods have been paid or declared on      
the Series B Preferred Stock, the Series C Preferred Stock and the Preferred    
Securities.                                                                     

Holders of Series B Preferred Stock are entitled to vote, voting together       
with the Common Stock and not as a separate class, on all matters submitted     
to holders of the Common Stock, each share of Series B Preferred Stock having   
four votes, subject to adjustment.                                              
Holders of Series B Preferred Stock have no preemptive rights. In the event     
of a liquidation, dissolution or winding-up of the Company, holders of Series   
B Preferred Stock shall be entitled to receive a distribution in the amount     
of $100 per share, plus accrued and unpaid dividends, before any distribution   
on the Common Stock or Series A Preferred Stock. The Series B Preferred Stock   
ranks pari passu with the Corning Series C Preferred Stock with respect to      
the payment of dividends and amounts on liquidation, dissolution and            
winding-up. See "Description of Securities Offered--Series C Preferred          
Stock."                                                                         

The Series B Preferred Stock is redeemable, in whole or in part, at the         
election of the Company, at any time, at the following redemption prices per    
share:                                                                          

                                                                [Download Table]

 During the Twelve-                                               
Month Period                                             Price Per
Beginning October 1,                                       Share  
                                                                  
1993                                                       $104.00
1994                                                       $103.00
1995                                                       $102.00
1996                                                       $101.00

and thereafter at $100.00 per share plus, in each case, accrued and unpaid  
dividends.                                                                      

The Series B Preferred Stock is subject to redemption, at the option of the     
holder, at any time upon five Business Days' notice, at a redemption price      
equal to $100 plus accrued and unpaid dividends, if the proceeds are            
necessary (i) to make a distribution pursuant to an investment election made    
under the employee benefit plan or (ii) to satisfy any indebtedness to which    
the employee benefit plan is subject, provided that such payment is necessary   
to remedy or prevent a default under such indebtedness.                         

The Company, at its option, may make payment of the redemption price required   
upon redemption of shares of Series B Preferred Stock in cash or in shares of   
Common Stock, or in any combination of such shares and cash.                    

The Series B Preferred Stock is convertible at the option of the holder, at     
any time, into Common Stock at a conversion price of $25 per share of Common    
Stock, each share of Series B Preferred Stock being valued at $100 for the      
purpose of such conversion, producing a conversion ratio equal to four shares   
of Common Stock for each share of Series B Preferred Stock so converted,        
subject to certain adjustments to prevent dilution.                             

Preferred Share Purchase Rights                                                 
Attached to each share of Common Stock is one preferred share purchase right    
("Right"). Each Right entitles the registered holder to purchase from the       
Company one four-hundredth of a share of Series A Preferred Stock at a price    
of $62.50 per one four-hundredth of a share of Series A Preferred Stock (the    
"Exercise Price"), subject to adjustment. The Rights expire on July 15, 1996    
(the "Final Expiration Date"), unless the Final Expiration Date is extended     
or unless the Rights are earlier redeemed by the Company.                       

The Rights represented by the certificates for Common Stock, are not            
exercisable, and are not transferable apart from the Common Stock, until the    
earlier of (i) ten days following the public announcement by the Company or     
an Acquiring Person (as defined below) that a person or group has acquired      
beneficial ownership of 20% or more of the Company's Common Stock (an           
"Acquiring Person") or (ii) ten business days (or such later date as the        
Board of Directors may determine) after the commencement or first public        
announcement of a tender or exchange offer that would result in a person or     
group beneficially owning 20% or more of the Company's outstanding Common       
Stock (the earlier of such dates being called the "Distribution Date").         
Separate certificates for the Rights will be mailed to holders of record of     
the Common Stock as of such date. The Rights could then begin trading           
separately from the Common Stock.                                               

Generally, in the event that a person or group becomes an Acquiring Person,     
each Right, other than the Rights owned by the Acquiring Person, will           
thereafter entitle the holder to receive, upon exercise of the Right, Common    
Stock having a value equal to two times the Exercise Price of the Right. In     
the event that the Company is acquired in a merger, consolidation, or other     
business combination transaction or more than 50% of the Company's assets,      
cash flow or earning power is sold or transferred, each Right, other than the   
Rights owned by an Acquiring Person, will thereafter entitle the holder         
thereof to receive, upon the exercise of the Right, common stock of the         
surviving corporation having a value equal to two times the Exercise Price of   
the Right.                                                                      

The Rights are redeemable in whole, but not in part, at $.0125 per Right at     
any time on or prior to any person or group becoming an Acquiring Person,       
provided that the Rights may no longer be redeemed                              
if such person or group shall have acquired beneficial ownership of 90% or      
more of the Common Stock. The right to exercise the Rights terminates at the    
time that the Board of Directors elects to redeem the Rights. Notice of         
redemption shall be given by mailing such notice to the registered holders of   
the Rights. At no time will the Rights have any voting rights. The Rights       
Agent is Harris Trust and Savings Bank (the "Rights Agent").                    

The exercise price payable, and the number of shares of Series A Preferred      
Stock or other securities or property issuable, upon exercise of the Rights     
are subject to adjustment from time to time to prevent dilution (i) in the      
event of a stock dividend on, or a subdivision, combination or                  
reclassification of, the shares of Series A Preferred Stock, (ii) upon the      
grant to holders of the shares of Series A Preferred Stock of certain rights    
or warrants to subscribe for or purchase shares of Series A Preferred Stock     
at a price, or securities convertible into shares of Series A Preferred Stock   
with a conversion price, less than the then current market price of the         
shares of Series A Preferred Stock or (iii) upon the distribution to holders    
of the shares of Series A Preferred Stock of evidences of indebtedness or       
assets (excluding regular periodic cash dividends paid out of earnings or       
retained earnings or dividends payable in shares of Series A Preferred Stock)   
or of subscription rights or warrants (other than those referred to above).     

The number of outstanding Rights and the number of one four-hundredths of a     
share of Series A Preferred Stock issuable upon exercise of each Right are      
also subject to adjustment in the event of a stock split of, or stock           
dividend on, or subdivision, consolidation or combination of, the Common        
Stock prior to the Distribution Date. With certain exceptions, no adjustment    
in the exercise price will be required until cumulative adjustments require     
an adjustment of at least 1% in such exercise price.                            

Upon exercise of the Rights, no fractional shares of Series A Preferred Stock   
will be issued (other than fractions which are integral multiples of one        
four-hundredth of a share, which may, at the election of the Company, be        
evidenced by depositary receipts) and in lieu thereof an adjustment in cash     
will be made.                                                                   

The Rights have certain anti-takeover effects. The Rights may cause             
substantial dilution to a person or group that attempts to acquire the          
Company on terms not approved by the Board of Directors of the Company,         
except pursuant to an offer conditioned on a substantial number of Rights       
being acquired. The Rights should not interfere with any merger or other        
business combination approved by the Board of Directors since the Rights may    
be redeemed by the Company at $.0125 per Right prior to the fifteenth day       
after the acquisition by a person or group of beneficial ownership of 20% or    
more of the Common Stock (subject to certain exceptions).                       

The shares of Series A Preferred Stock purchasable upon exercise of the         
Rights will rank junior to all other series of the Company's Preferred Stock    
(including the Series B and Series C Preferred Stock) or any similar stock      
that specifically provides that they shall rank prior to the shares of Series   
A Preferred Stock. The shares of Series A Preferred Stock will be               
nonredeemable. Each share of Series A Preferred Stock will be entitled to a     
minimum preferential quarterly dividend of $10 per share, but will be           
entitled to an aggregate dividend of 100 times the dividend declared per        
share of Common Stock. In the event of liquidation, the holders of the shares   
of Series A Preferred Stock will be entitled to a minimum preferential          
liquidation payment of $100 per share, but will be entitled to an aggregate     
payment of 100 times the payment made per share of Common Stock. Each share     
of Series A Preferred Stock will have 100 votes, voting together with the       
Common Stock. In the event of any merger, consolidation or other transaction    
in which Common Stock is exchanged, each share of Series A Preferred Stock      
will be entitled to receive 100 times the amount and type of consideration      
received per share of Common Stock. These rights are protected by customary     
antidilution provisions. Because of the nature of the Series A Preferred        
Stock's dividend, liquidation and voting rights, the value of the interest in   
a share of Series A Preferred Stock purchasable upon the exercise of each       
Right should approximate the value of one share of Common Stock.                

The foregoing description of the Rights does not purport to be complete and     
is qualified in its entirety by reference to the description of the Rights      
contained in the Rights Agreement, dated as of July 2, 1986 between the         
Company and the Rights Agent, as amended by the Amended Rights Agreement,       
dated as of October 4, 1989, included as an exhibit to this Registration        
Statement.                                                                      

Corning's Fair Price Amendment                                                  
In 1985, the Company's stockholders adopted an amendment (the "Fair Price       
Amendment") to the Restated Certificate that, in general, requires the          
approval by the holders of at least 80% of the voting power of the              
outstanding capital stock of the Company (other than the Series C Preferred     
Stock) entitled                                                                 
to vote generally in the election of directors (the "Voting Stock") as a        
condition for mergers and certain other business combinations with any          
beneficial owner of more than 10% of such voting power unless (1) the           
transaction is approved by at least a majority of the Continuing Directors      
(as defined in the Restated Certificate) or (2) certain minimum price, form     
of consideration and procedural requirements are met. Certain terms used        
herein are defined in the Restated Certificate.                                 

Amendment or repeal of this provision or the adoption of any provision          
inconsistent therewith would require the affirmative vote of at least 80% of    
the Voting Stock unless the proposed amendment or repeal or the adoption of     
the inconsistent provisions were approved by two-thirds of the entire Board     
of Directors and a majority of the Continuing Directors.                        

Certain Other Provisions of the Restated Certificate and By-Laws                
In addition to the Preferred Share Purchase Rights and the Fair Price           
Amendment, the Restated Certificate and By-Laws contain other provisions that   
may discourage a third party from seeking to acquire the Company or to          
commence a proxy contest or other takeover-related action. The Company has      
classified its Board of Directors such that one-third of the Board is elected   
each year to three-year terms of office. In addition, holders of Common Stock   
may remove a Director from office at any time prior to the expiration of his    
or her term only with cause and by vote of a majority of holders of Common      
Stock outstanding. These provisions, together with provisions concerning the    
size of the Board and requiring that premature vacancies on the Board be        
filled only by a majority of the entire Board, may not be amended, altered or   
repealed, nor may the Company adopt any provisions inconsistent therewith,      
without the affirmative vote of at least 80% of the Voting Stock of the         
Company or the approval of two-thirds of the entire Board of Directors.         

The Company's By-Laws contain certain procedural requirements with respect to   
the nomination of directors by stockholders that require, among other things,   
delivery of notice by such stockholders to the Secretary of the Company not     
later than 60 days nor more than 90 days prior to the date of the               
stockholders meeting at which such nomination is to be considered. The          
By-Laws do not provide that a meeting of the Board of Directors may be called   
by stockholders.                                                                

The Restated Certificate provides that no director will be liable to the        
Company or its stockholders for a breach of duty as a director except as        
provided by the NYBCL.                                                          

The effect of these provisions may be to deter attempts either to obtain        
control of the Company or to acquire a substantial amount of its stock, even    
if such a proposed transaction were at a significant premium over the           
then-prevailing market value of the Common Stock, or to deter attempts to       
remove the Board of Directors and management of the Company, even though some   
or a majority of the holders of Common Stock may believe such actions to be     
beneficial.                                                                     

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS   

General                                                                         
In the opinion of Shearman & Sterling, special federal income tax counsel to    
Corning and Corning Delaware, the following discussion accurately describes,    
subject to the limitations stated herein, the material federal income tax       
considerations relevant to the purchase, ownership and disposition of the       
Preferred Securities. This discussion is a summary that does not purport to     
deal with all aspects of federal income taxation that may be relevant to        
holders of the Preferred Securities, nor to certain types of holders subject    
to special treatment under the federal income tax laws (for example, banks,     
life insurance companies, dealers, tax-exempt organizations, persons whose      
functional currency is not the U.S. dollar or foreign persons and foreign       
entities). This discussion is based upon current provisions of the Internal     
Revenue Code of 1986, as amended (the "Code"), the Treasury regulations         
(proposed, temporary and final) promulgated thereunder, judicial decisions      
and Internal Revenue Service ("IRS") rulings, all of which are subject to       
change, which change may be retroactively applied in a manner that could        
adversely affect a holder of the Preferred Securities. Unless otherwise         
indicated, the information below is directed at initial purchasers that         
acquire Preferred Securities at original issue for their initial offering       
price, and that hold Preferred Securities as capital assets (generally          
property held for investment.)                                                  

Prospective investors are advised to consult their own tax advisors with        
regard to the federal income, estate and gift tax consequences of purchasing,   
holding and disposing of Preferred Securities, as well as the tax               
consequences arising under the laws of any state, foreign country or other      
jurisdiction. Further, while the following summary reflects the opinion of      
Shearman & Sterling, an opinion of counsel is not binding on the IRS or the     
courts, and neither Corning nor Corning Delaware have sought, nor do they       
intend to seek, a ruling from the IRS that the position as reflected in the     
discussion below will be accepted by the IRS. Moreover, there are no cases or   
rulings on similar transactions and, as a result, there can be no assurance     
that the IRS will agree with the conclusions and discussions below.             

Tax Classification                                                              
While the following matters are not free from doubt, Shearman & Sterling is     
of the opinion that (i) Corning Delaware will be classified as a partnership    
for federal income tax purposes and not as an association (or as a publicly     
traded partnership) taxable as a corporation, and (ii) the Subordinated         
Debentures will be classified as indebtedness of Corning for such purposes.     
This advice is based upon the terms of the Subordinated Debentures, the         
Limited Partnership Agreement, the Fiscal Agency Agreement and related          
documents and transactions as described in this Prospectus (and assumes         
ongoing compliance with such agreement and documents) and upon the conclusion   
by Shearman & Sterling that the nature of the income of Corning Delaware will   
exempt it from the rule that certain publicly traded partnerships are taxable   
as corporations (assuming Corning Delaware will not register under the 1940     
Act).                                                                           

Prospective investors and their advisors should be aware, however, that the     
proper characterization of the arrangement involving Corning Delaware, the      
Preferred Securities and the Subordinated Debentures is not entirely clear      
and the IRS has recently announced that it will scrutinize and may challenge    
certain aspects of transactions with some features that are similar to this     
arrangement. If, contrary to the opinion of tax counsel, the IRS successfully   
argued that Corning Delaware should be taxable as a corporation, Corning        
Delaware (including the income from the Subordinated Debentures) would be       
subject to federal income tax at corporate rates and distributions to holders   
of Preferred Securities likely would be taxable as dividend income to the       
extent of the earnings and profits of Corning Delaware. Similarly, if,          
contrary to the opinion of tax counsel, the IRS successfully asserted that      
the Subordinated Debentures were properly classified as stock or other equity   
in Corning, then payments on the Subordinated Debentures would not be           
deductible by Corning as interest, but instead likely would be treated as       
distributions to holders taxable as dividends to the extent of the earnings     
and profits of Corning and perhaps without a dividends-received deduction       
with respect to such dividends. Either event could have adverse tax             
consequences for certain holders and could result in substantially reduced      
amounts payable to holders, as well as resulting in holders receiving Corning   
Series C Preferred Stock in a taxable transaction that has other possible       
adverse tax consequences. See "--Exchange of Preferred Securities for Corning   
Series C Preferred Stock."                                                      

Prospective investors should also be aware that the IRS recently issued a       
proposed Treasury regulation under which the IRS can disregard or recast the    
form of a transaction if a partnership is formed or availed of in connection    
with a transaction (or series of related transactions) "with a principal        
purpose of substantially reducing the present value of the partners'            
aggregate federal tax liability" in a manner inconsistent with the intent of    
the partnership provisions of the Code. In the view of Shearman & Sterling,     
based in part upon certain representations of Corning, Corning Delaware         
should not be considered to be formed or availed of with such a purpose         
because the transactions involving Corning Delaware are not of the type         
intended to fall within the scope of such proposed regulation. There can be     
no assurance, however, that the IRS will agree with this view. Unless           
otherwise noted, the remainder of this summary assumes, in accordance with      
the opinion of Shearman & Sterling, that Corning Delaware is properly           
classified as a partnership and the Subordinated Debentures are properly        
classified as indebtedness of Corning for income tax purposes.                  

Income from Preferred Securities                                                
As partners in a partnership, each holder of Preferred Securities will be       
required to include in gross income its distributive share of the net income    
of Corning Delaware, which net income generally will be equal to the amount     
of interest received or accrued on the Subordinated Debentures. See             
"--Original Issue Discount" below. Any amount so included in a holder's gross   
income will increase its tax basis in the Preferred Securities, and the         
amount of distributions of cash or other property by Corning Delaware to the    
holder will reduce such holder's tax basis in the Preferred Securities. No      
portion of the amounts received on the Preferred Securities will be eligible    
for the dividends received deduction.                                           

Corning Delaware does not presently intend to make an election under Section    
754 of the Code. As a result, a subsequent purchaser of Preferred Securities    
will not be permitted to adjust the tax basis in its allocable share of         
Corning Delaware's assets so as to reflect any difference between its           
purchase price for the Preferred Securities and the underlying tax basis of     
Corning Delaware in its assets. As a result, a holder of a Preferred Security   
may be allocated a larger or smaller amount of Corning Delaware's income than   
would otherwise be appropriate based upon such holder's purchase price for the  
Preferred Security.                                                             

Under Section 708 of the Code, Corning Delaware will be deemed to terminate     
for federal income tax purposes if 50% or more of the capital and profits       
interests in Corning Delaware are sold or exchanged within a 12-month period.   
If such a termination occurs, there will be a closing of the partnership's      
taxable year for all partners and Corning Delaware will be considered to        
distribute its assets to the partners, who would then be treated as             
recontributing those assets to Corning Delaware, as a new partnership.          
Corning Delaware will not comply with certain technical requirements that       
might apply when such a constructive termination occurs. As a result, Corning   
Delaware may be subject to certain tax penalties and may incur additional       
expenses if it is required to comply with those requirements. (Furthermore,     
Corning Delaware might not be able to comply due to lack of data.)              

Original Issue Discount                                                         
Under Treasury Regulations, the stated interest payments on the Subordinated    
Debentures will be treated as "original issue discount" because Corning has     
an option, under the terms of the Subordinated Debentures, to extend interest   
payment periods for up to 60 months. Under the Code, holders of debt with       
original issue discount must include that discount in income on an economic     
accrual basis and before the receipt of cash attributable to the interest       
regardless of their method of tax accounting. In the event that the interest    
payment period is extended, Corning Delaware will continue to accrue income     
equal to the amount of the interest payment due at the end of the extended      
interest payment period on an economic accrual basis over the length of the     
extended interest payment period.                                               

Accrued income will be allocated, but not distributed, to holders of record     
on the Business Day preceding the last day of each calendar month. As a         
result, holders of record during an extended interest payment period will       
include interest in gross income in advance of the receipt of cash, and any     
such holders who dispose of Preferred Securities prior to the record date for   
the payment of dividends following such extended interest payment period will   
include such holder's allocable share of such interest in gross income but      
will not receive any cash related thereto. The tax basis of a Preferred         
Security will be increased by the amount of any interest that is included in    
income without a corresponding receipt of cash and will be decreased when and   
if such cash is subsequently received from Corning Delaware.                    

Under Treasury Regulations, no portion of the price paid for a debt             
instrument is to be allocated to the right to convert into, or the right to     
exchange for, stock of the corporation issuing the debt instrument. As such,    
neither Corning Delaware nor the holders of Preferred Securities should be      
required to allocate a portion of their purchase price to the right of          
Corning Delaware to convert the Subordinated Debentures into Corning Common     
Stock or to exchange the Subordinated Debentures for Corning Series C           
Preferred Stock. Nevertheless, the IRS may take a contrary view, or may         
require an allocation of purchase price to the Guarantee. If the IRS were       
successful in requiring such an allocation, a holder could be required to       
include an incremental amount of original issue discount (in addition to        
stated interest) in income over the life of the Preferred Securities. Corning   
intends to take the position that no allocation that would result in            
additional original issue discount (in excess of stated interest) is            
required.                                                                       

Disposition of Preferred Securities                                             
Generally, capital gain or loss will be recognized on a sale of Preferred       
Securities, including a complete redemption for cash, equal to the difference   
between the amount realized and the holder's tax basis in the Preferred         
Securities sold. Gain or loss recognized by a holder on the sale or exchange    
of a Preferred Security held for more than one year generally will be taxable   
as long-term capital gain or loss. The adjusted tax basis of the Preferred      
Securities sold by a holder will equal the amount paid by such holder           
for the Preferred Securities, plus the share of partnership income allocated    
to such holder and reduced by any cash or other property distributed            
to such holder by Corning Delaware. A holder acquiring Preferred                
Securities at different prices may be required to maintain a single aggregate   
adjusted tax basis in such Preferred Securities, and, upon sale or other        
disposition of some of the Preferred Securities,                                
allocate a pro rata portion of such aggregate tax basis to the Preferred        
Securities sold (rather than maintaining a separate tax basis in each           
Preferred Security for purposes of computing gain or loss on a sale of that     
Preferred Security).                                                            

If a holder of Preferred Securities is required to recognize an aggregate       
amount of income over the life of the Preferred Security that exceeds the       
aggregate cash distribution with respect thereto, such excess generally will    
result in a capital loss upon the retirement of the Preferred Securities.       

Corning Delaware is obligated to redeem the Preferred Securities for cash on    
repayment or on any prepayment of the Subordinated Debentures. Corning will     
pay a prepayment premium to Corning Delaware if Corning prepays any portion     
of the Subordinated Debentures before August 5, 2004 and Corning Delaware will  
pay a corresponding redemption premium to holders of Preferred Securities       
whose Preferred Securities are redeemed before August 5, 2004. Corning          
Delaware will recognize capital gain on a prepayment of the Subordinated        
Debentures to the extent of the prepayment premium. Corning Delaware's gain     
will be allocated to the holder whose Preferred Securities are subsequently     
redeemed by Corning Delaware, and the allocated gain should increase the        
holder's adjusted tax basis in these Preferred Securities. A holder who has a   
basis increase due to such allocation to the holder of Corning Delaware's       
gain on Corning's prepayment of the Subordinated Debentures will not have       
additional taxable gain attributable to the redemption premium upon Corning     
Delaware's subsequent redemption of the holder's Preferred Securities.          

Corning Delaware will allocate income to holders of record of Preferred         
Securities on the Business Day preceding the last day of each calendar month.   
As a result of such monthly allocation, a holder purchasing Preferred           
Securities may be allocated tax items attributable to periods before the        
transfer. The use of such monthly allocation may not be permitted under         
applicable Treasury Regulations, and, if not allowed, taxable income of Corning 
Delaware may be reallocated among holders of Preferred Securities. The General  
Partner is authorized to adjust allocations if necessary to reflect the         
economic income of holders or as otherwise required by the Code.                

Exchange of Preferred Securities for Corning Common Stock                       
The Subordinated Debentures may be converted at the option of Corning           
Delaware into Corning Common Stock and the Limited Partnership Agreement        
allows a holder to direct Corning Delaware to make such a conversion for the    
holder to the extent of such holder's allocable share of the Subordinated       
Debentures and distribute Corning Common Stock to such holder in exchange for   
such holder's Preferred Securities. A holder's exchange of Preferred            
Securities through Corning Delaware for shares of Corning Common Stock should   
be treated as a distribution of Corning Common Stock by Corning Delaware in     
redemption of all or part of the holder's interest in a partnership. Neither    
a holder nor Corning Delaware should recognize gain or loss on the conversion   
or the exchange. However, when Corning Delaware exchanges Subordinated          
Debentures with Corning to obtain shares of Corning Common Stock for delivery   
to a holder in exchange for the holder's Preferred Securities, interest         
income which has accrued on that portion of the Subordinated Debentures since   
the last interest payment date will be allocated to the holder exchanging       
Preferred Securities, but no cash will be distributed in connection with this   
income. As a result, holders of Preferred Securities who exchange these         
securities, through Corning Delaware, for Corning Common Stock effective on a   
date other than an interest payment date (generally the last day of a calendar  
month) will include some interest in gross income but will not receive any cash 
related to that interest. This income will increase the holder's basis in its   
Preferred Securities. In addition, under the current advance ruling policy of   
the IRS, cash received by Corning Delaware in lieu of a fractional share of     
Corning Common Stock upon conversion of all or part of the Subordinated         
Debentures should be treated as a payment in exchange for the fractional share  
of Corning Common Stock. This treatment generally will result in Corning        
Delaware recognizing gain or loss, if any, measured by the difference between   
the cash received for the fractional share interest and Corning Delaware's      
tax basis in such fractional share interest. This gain will be allocated to     
the holder of Preferred Securities who converts those shares through Corning    
Delaware into shares of Corning Common Stock, and the cash which Corning        
Delaware receives in lieu of a fractional share interest will be distributed    
to that holder.                                                                 

In the case of an exchange upon conversion for all of the holder's Preferred    
Securities, the holder's tax basis in the shares of Corning Common Stock        
received will equal the holder's tax basis in the Preferred Securities          
immediately before such exchange increased by the gain allocated to the         
holder on any fractional share interest redeemed by Corning and reduced by      
any cash distributed to the holder with respect to a fractional share           
interest. In the case of an exchange for less than all of a holder's            
Preferred Securities, the holder's tax basis in the shares of Corning Common    
Stock received will be the lesser of the holder's tax basis in such holder's    
Preferred Securities immediately before such exchange or Corning                
Delaware's tax basis in the portion of the Subordinated Debentures              
converted for those shares of Corning Common Stock increased by                 
any gain recognized by Corning Delaware on conversion in respect of any         
fractional share interest redeemed by Corning and decreased by any cash         
received by Corning Delaware in connection therewith. In such case, the         
holder's aggregate tax basis in its remaining Preferred Securities will be      
its aggregate tax basis in such holder's Preferred Securities immediately       
before such redemption, reduced (but not below zero) by the sum of Corning      
Delaware's tax basis in the shares of Corning Common Stock delivered in such    
redemption as described above, and the amount of cash paid by Corning           
Delaware to a holder in lieu of a fractional share interest, if any.            

The holding period for Corning Common Stock received in exchange for a          
holder's Preferred Securities will begin on the date Corning Delaware           
acquired the Subordinated Debentures, except that the holding period of         
Corning Common Stock received by Corning Delaware in satisfaction of accrued    
but unpaid interest, if any, may commence on the date of conversion, although   
there is no authority precisely on point. Gain or loss upon a sale or other     
taxable disposition of the Corning Common Stock will be capital gain or loss    
if the Corning Common Stock is a capital asset in the hands of the holder.      

Holders should be aware that the tax treatment of the conversion feature is     
not entirely clear and the IRS might argue that, for tax purposes, the          
conversion of a Subordinated Debenture into Corning Common Stock (and Corning   
Delaware's subsequent distribution of such stock to a holder) should be         
treated as an exchange by the holder of its Preferred Securities against        
Corning for Corning Common Stock. While unlikely, if this argument were         
asserted and sustained, the conversion of the Preferred Securities by a         
holder for Corning Common Stock would be a taxable transaction in which a       
holder recognizes capital gain or loss.                                         

Adjustment of Conversion Price                                                  
Treasury Regulations promulgated under Section 305 of the Code would treat      
Corning Delaware (and, thus, holders of Preferred Securities) as having         
received a constructive distribution from Corning in the event the conversion   
ratio of the Subordinated Debentures were adjusted if (i) as a result of such   
adjustment, the proportionate interest of Corning Delaware in the assets or     
earnings and profits of Corning were increased and (ii) the adjustment was      
not made pursuant to a bona fide, reasonable antidilution formula. An           
adjustment in the conversion ratio would not be considered made pursuant to     
such a formula if the adjustment was made to compensate for certain taxable     
distributions with respect to the stock into which the Subordinated             
Debentures are convertible. Thus, under certain circumstances, a reduction in   
the conversion price for the Subordinated Debentures is likely to be taxable    
to Corning Delaware as a dividend to the extent of the current or accumulated   
earnings and profits of Corning. The holders of the Preferred Securities        
would be required to include their allocable share of such constructive         
dividend in gross income but will not receive any cash related thereto. In      
addition, the failure to fully adjust the conversion price of the               
Subordinated Debentures to reflect distributions of stock dividends with        
respect to the Corning Common Stock may result in a taxable dividend to the     
holders of the Corning Common Stock.                                            

Similarly, under Section 305 of the Code, adjustments to the conversion price   
of the Corning Series C Preferred Stock, which may occur under certain          
circumstances, may result in deemed dividend income to holders of the Corning   
Series C Preferred Stock if such adjustments are not made pursuant to a bona    
fide, reasonable antidilution formula, and failure to make such adjustments     
to the conversion price of the Corning Series C Preferred Stock may result in   
deemed dividend income to holders of the Corning Common Stock.                  

Exchange of Preferred Securities for Corning Series C Preferred Stock           
Under certain circumstances, as described under the caption "Description of     
Securities Offered--Preferred Securities--Optional Exchange for Corning         
Series C Preferred Stock," Subordinated Debentures will be exchanged by         
Corning Delaware for Corning Series C Preferred Stock which would then be       
distributed to the holders of the Preferred Securities in a complete            
liquidation of Corning Delaware. If Corning Delaware is taxed as a              
partnership, Corning Delaware's subsequent distribution of the Corning Series   
C Preferred Stock to the holders in exchange for the holders' Preferred         
Securities should be treated as a non-taxable exchange to Corning Delaware      
and to each holder of Preferred Securities and should result in the holder of   
such Preferred Securities receiving an aggregate tax basis in the Corning       
Series C Preferred Stock equal to such holder's aggregate tax basis in its      
Preferred Securities. A holder's holding period for the Corning Series C        
Preferred Stock so received in liquidation of Corning Delaware as a             
partnership would include the period for which the Preferred Securities were    
held by such holder. Under a change in law, a change in legal interpretation    
or the other circumstances giving rise to a Tax Event, however, the             
liquidation of Corning Delaware could be a taxable event to both                
Corning Delaware and the holders of the Preferred Securities.                   

Notwithstanding partnership treatment, however, holders should be aware that    
the taxation of the exchange feature is not entirely clear and the IRS might    
argue that, for tax purposes, the exchange of Subordinated Debentures for       
Corning Series C Preferred Stock (and Corning Delaware's subsequent             
distribution of such stock to a holder) should be treated as an exchange by     
the holder of its Preferred Securities against Corning for Corning Series C     
Preferred Stock. If this argument were asserted and sustained, the exchange     
of the Preferred Securities by a holder for Corning Series C Preferred Stock    
would be a taxable transaction in which a holder recognizes capital gain or     
loss.                                                                           

In addition, if Corning exercises its option to extend interest payment         
periods under the Subordinated Debentures for more than fifteen months or if    
a Tax Event occurs, holders will have the option of causing Corning Delaware    
to exchange the Subordinated Debentures for Corning Series C Preferred Stock    
and to distribute such stock to such holders in exchange for their Preferred    
Securities. Holders who exchange their Preferred Securities for Corning         
Series C Preferred Stock, however, may be subject to additional income tax to   
the extent accrued but unpaid interest (taxed as original issue discount) on    
the Subordinated Debentures is converted into accumulated and unpaid            
dividends on the Corning Series C Preferred Stock received in exchange for      
the Preferred Securities. This is because holders first would be subject to     
tax on their distributive share of Corning Delaware's unpaid interest income    
on the Subordinated Debentures as such interest accrues during the extended     
period (with a corresponding increase in the tax basis of the holders'          
Preferred Securities). If the holders exchange their Preferred Securities for   
Corning Series C Preferred Stock when there is accrued but unpaid interest      
due on the Subordinated Debentures and such unpaid interest is converted into   
accumulated and unpaid dividends on the Corning Series C Preferred Stock        
received in the exchange, the holders would be subject to tax again on the      
previously taxed accrued interest to the extent Corning subsequently paid       
such amount as dividends to the holders. Moreover, if such accumulated,         
unpaid dividends on the Corning Series C Preferred Stock were considered to     
cause the dividend rate on the Corning Series C Preferred Stock to decline in   
the future, then, under Section 1059(f) of the Code, such dividends may be      
treated as "extraordinary dividends" for tax purposes (regardless of the        
period over which a holder has or is deemed to have held the Corning Series C   
Preferred Stock) and corporate holders generally would be required to reduce    
their tax basis in their Corning Series C Preferred Stock by the "non-taxed"    
portion of such dividends (which portion generally reflects the dividends       
received deduction claimed by the corporate holder with respect to such         
extraordinary dividend).                                                        

Holders are urged to consult their own tax advisors as to the tax               
consequences to them of an exchange of their Preferred Securities for Corning   
Series C Preferred Stock.                                                       

Corning Delaware Information Returns and Audit Procedures                       
The General Partner in Corning Delaware will furnish each holder with a         
Schedule K-1 each year setting forth such holder's allocable share of income    
for the prior calendar year. The General Partner is required, under the         
Limited Partnership Agreement, to furnish such Schedule K-1 as soon as          
practicable following the end of the taxable year, but in any event prior to    
March 31st of each succeeding year (assuming, as anticipated, that Corning      
Delaware's taxable year is a calendar year).                                    

Any person who holds Preferred Securities as nominee for another person is      
required to furnish to Corning Delaware (a) the name, address and taxpayer      
identification number of the beneficial owner and the nominee; (b)              
information as to whether the beneficial owner is (i) a person that is not a    
United States person, (ii) a foreign government, an international               
organization or any wholly owned agency or instrumentality of either of the     
foregoing, or (iii) a tax-exempt entity; (c) the amount and description of      
Preferred Securities held, acquired or transferred for the beneficial owner;    
and (d) certain information including the dates of acquisitions and             
transfers, means of such acquisitions and transfers, and acquisition cost for   
purchases, as well as the amount of net proceeds from sales. Brokers and        
financial institutions are required to furnish additional information,          
including whether they are United States persons and certain information on     
Preferred Securities they acquire, hold or transfer for their own accounts. A   
penalty of $50 per failure (up to a maximum of $100,000 per calendar year) is   
imposed by the Code for failure to report such information to Corning           
Delaware. The nominee is required to supply the beneficial owners of the        
Preferred Securities with the information furnished to Corning Delaware.        

The General Partner, as the tax matters partner, will be responsible for        
representing the holders in any dispute with the IRS. The Code provides for     
administrative examination of a partnership as if the partnership were a        
separate and distinct taxpayer. Generally, the statute of                       
limitations for partnership items does not expire before three years since      
the later of the filing or the last date for filing of the partnership          
information return. Any adverse determination following an audit of the         
return of Corning Delaware by the appropriate taxing authorities could result   
in an adjustment of the tax returns of the holders, and, under certain          
circumstances, a holder may be precluded from separately litigating a           
proposed adjustment to the items of the partnership. An adjustment could also   
result in an audit of a holder's tax return and adjustments of items not        
related to the income and losses of Corning Delaware.                           

Foreign Holders                                                                 
Ownership of Preferred Securities by nonresident aliens, foreign corporations   
and other foreign persons raises tax considerations unique to such persons      
and may have substantially adverse tax consequences to them. Therefore,         
prospective investors who are foreign persons or which are foreign entities     
are urged to consult with their United States tax advisors as to whether an     
investment in a Preferred Security represents an appropriate investment in      
light of those unique tax considerations and possible adverse tax               
consequences.                                                                   

Backup Withholding and Information Reporting                                    
In general, information reporting requirements will apply to payments to        
noncorporate holders of the proceeds of the sale of Preferred Securities,       
Corning Series C Preferred Stock or Corning Common Stock within the United      
States and "backup withholding" at a rate of 31% will apply to such payments    
if the holder fails to provide an accurate taxpayer identification number.      

Proposed Tax Legislation                                                        
Legislation pending before Congress would apply special rules to "large         
partnerships," generally defined as partnerships with at least 250 partners     
during a taxable year (counting towards such total each owner during the year   
of a partnership interest that is transferred during the year). Under the       
legislation, certain computations are made at the partnership level rather      
than the partner level. In particular, taxable income is calculated at the      
partnership level, and is calculated generally in the same manner as for an     
individual, except that 70% of miscellaneous itemized deductions (such as       
expenses for the production of non-business income) are disallowed. As a        
result, all partners (including corporations) might have a portion of their     
share of partnership deductions (other than interest expense) disallowed. In    
addition, large partnerships would become subject to new audit procedures;      
among other things, an adjustment to taxable income of the partnership for a    
prior year would flow through to current partners in the year the audit was     
settled, and the partnership itself (rather than the partners) would be         
subject to any applicable interest or penalties. Moreover, under this           
legislation, a large partnership would not be deemed to terminate under         
Section 708 of the Code solely because 50% or more of its interests are sold    
or exchanged within a 12-month period. As proposed, these rules would apply     
to partnership taxable years ending on or after December 31, 1994.              

This legislation is currently pending before Congress; however, no prediction   
can be made whether this proposal or similar legislation might be enacted in    
the future, or the ultimate effective date of such legislation or whether the   
number of holders would cause Corning Delaware to be considered a "large        
partnership."                                                                   

THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL       
INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S            
PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT    
TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF   
THE PREFERRED SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL,    
FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR    
OTHER TAX LAWS.                                                                 
UNDERWRITING  

Subject to the terms and conditions of the Underwriting Agreement, Corning      
Delaware has agreed to sell to each of the Underwriters named below, and each   
of such Underwriters, for whom Goldman, Sachs & Co. and Lazard Freres & Co.     
are acting as representatives, has severally agreed to purchase from Corning    
Delaware, the respective number of Preferred Securities set forth opposite      
its name below:                                                                 

                                                                [Download Table]

                                                          Number of    
Underwriter                                        Preferred Securities
                                                                       

Goldman, Sachs & Co.                                      1,995,000    
Lazard Freres & Co.                                       1,995,000    
Advest, Inc.                                                 95,000    
Bear, Stearns & Co. Inc.                                    185,000    
Credit Lyonnais Securities (USA) Inc.                       185,000    
Dain Bosworth Incorporated                                   95,000    
Donaldson, Lufkin & Jenrette Securities Corporation         185,000    
A.G. Edwards & Sons, Inc.                                   185,000    
First Albany Corporation                                     95,000    
Kemper Securities, Inc.                                     185,000    
Lehman Brothers Inc.                                        185,000    
Merrill Lynch, Pierce, Fenner & Smith Incorporated          185,000    
J.P. Morgan Securities Inc.                                 185,000    
Prudential Securities Incorporated                          185,000    
Salomon Brothers Inc.                                       185,000    
Scott & Stringfellow, Inc.                                   95,000    
Sutro & Co. Incorporated                                     95,000    
Wertheim Schroder & Co. Incorporated                        185,000    
     Total                                                6,500,000    

Under the terms and conditions of the Underwriting Agreement, the Underwriters  
are committed to take and pay for all such Preferred Securities                 
offered hereby, if any are taken.                                               

The Underwriters propose to offer the Preferred Securities in part directly     
to the public at the initial public offering price set forth on the cover       
page of this Prospectus, and in part to certain securities dealers at such      
price less a concession of $.675 per Preferred Security. The Underwriters       
may allow, and such dealers may reallow, a concession not in excess of $.225    
per Preferred Security to certain brokers and dealers. After the Preferred      
Securities are released for sale to the public, the offering price and other    
selling terms may from time to time be varied by the representatives.           

In view of the fact that the proceeds from the sale of the Preferred            
Securities will be used by Corning Delaware to purchase the Subordinated        
Debentures of Corning, the Underwriting Agreement provides that Corning will    
pay as compensation to the Underwriters ("Underwriters' Compensation"), a       
commission of $ 1.125 per Preferred Security.                                   

Corning and Corning Delaware have granted the Underwriters an option            
exercisable for 30 days after the date of this Prospectus to purchase up to     
an aggregate of 975,000 additional Preferred Securities solely to cover         
over-allotments, if any. If the Underwriters exercise their over-allotment      
option, the Underwriters have severally agreed, subject to certain              
conditions, to purchase approximately the same percentage thereof that the      
number of Preferred Securities to be purchased by each of them, as shown in     
the foregoing table, bears to the 6,500,000 Preferred Securities offered.       

Corning and Corning Delaware have agreed not to offer, sell, contract to        
sell, or otherwise dispose of any shares of Corning Common Stock, any other     
capital stock of Corning, any other security convertible into or exercisable    
or exchangeable for Corning Common Stock or any such other capital stock or     
debt securities substantially similar to the Subordinated Debentures for a      
period of 90 days after the date of this Prospectus without the prior written   
consent of the representatives, except for (a) the Preferred Securities         
offered hereby, (b) Corning Common Stock or Corning Series C Preferred Stock    
issued or delivered upon conversion or exchange of the Subordinated             
Debentures, (c) securities issued or delivered upon conversion, exchange or     
exercise of any other securities of Corning outstanding on the date of this     
Prospectus, (d) securities issued pursuant to Corning's stock option or other   
benefit or incentive plans maintained for its officers, directors or            
employees, (e) securities issued in connection with mergers, acquisitions or    
similar transactions (so long as the holders agree to this restriction),        
(f) partnership interests of Corning Delaware issued to                         
Corning in connection with the sale of the over-allotment shares in order to    
maintain Corning's 21% interest in the total capital of Corning Delaware or     
(g) Corning Common Stock issued pursuant to the Nichols transaction.            

Certain of the Underwriters are customers of, or engage in transactions with,   
and from time to time have performed services for, Corning and its              
subsidiaries and associated companies in the ordinary course of business.       
Prior to this Offering, there has been no public market for the Preferred       
Securities. Application will be made to list the Preferred Securities on the    
New York Stock Exchange under the symbol "GLW pfM." In order to meet one of     
the requirements for listing the Preferred Securities on the New York Stock     
Exchange, the Underwriters will undertake to sell lots of 100 or more           
Preferred Securities to a minimum of 2,000 beneficial holders.                  

Corning and Corning Delaware have agreed to indemnify the several               
Underwriters against certain liabilities, including liabilities under the       
Securities Act of 1933, as amended.                                             

VALIDITY OF THE SECURITIES  

The validity of the Preferred Securities, the Guarantee, the Corning Common     
Stock and the Corning Series C Preferred Stock issuable upon conversion or      
exchange of the Subordinated Debentures will be passed upon for Corning by      
William C. Ughetta, Esq., Senior Vice President and General Counsel of          
Corning, and for the Underwriters by Sullivan & Cromwell, New York, New York.   
Additionally, certain matters as to (i) the formation of Corning Delaware and   
the authority of Corning and Corning Delaware to enter into certain             
agreements relating to the transaction and (ii) United States taxation will     
be passed upon by Shearman & Sterling, New York, New York. Mr. Ughetta owns     
substantially less than 1% of the outstanding shares of Corning Common Stock.   

EXPERTS   

The consolidated financial statements of Corning and of Dow Corning             
incorporated in this Prospectus by reference to Corning's 1993 Annual Report    
on Form 10-K for the year ended January 2, 1994, have been so incorporated in   
reliance on the reports of Price Waterhouse, independent accountants, given     
on the authority of said firm as experts in auditing and accounting.            

The consolidated financial statements of Damon, as of December 31, 1992 and     
1991, and for each of the three years ended December 31, 1992, incorporated     
by reference in this Prospectus by reference to Corning's Current Report on     
Form 8-K dated August 4, 1993 have been so incorporated in reliance on the      
report of Arthur Andersen & Co., independent public accountants, given on the   
authority of said firm as experts in accounting and auditing.                   

424B4
Last “Page” of 22
TOC
1st
Previous
Next
↓Bottom
Just 22nd
No person has been authorized to give any information or to make any            
representations other than those contained in this Prospectus, and, if given    
or made, such information or representations must not be relied upon as         
having been authorized. This Prospectus does not constitute an offer to sell    
or the solicitation of an offer to buy any securities other than the            
securities to which it relates or an offer to sell or the solicitation of an    
offer to buy such securities in any circumstances in which such offer or        
solicitation is unlawful. Neither the delivery of this Prospectus nor any       
sale made hereunder shall, under any circumstances, create any implication      
that there has been no change in the affairs of Corning and Corning Delaware    
since the date hereof or that the information contained herein is correct as    
of any time subsequent to its date.                                             

TABLE OF CONTENTS                                                               

                                                                [Download Table]

                                          PAGE  
                                                

Available Information                         3 
Incorporation of Certain Documents by           
  Reference                                   3 
Prospectus Summary                            4 
Use of Proceeds                              11 
Investment Considerations                    11 
Capitalization                               12 
Ratios of Earnings to Combined Fixed            
  Charges and Preferred Stock                   
  Dividends                                  13 
Market Prices of Corning Common Stock           
  and Dividends                              14 
Selected Consolidated Financial Data         14 
Corning Unaudited Pro Forma Combined            
  Financial Information                      17 
Management's Discussion and Analysis of         
  Financial Condition and Results of            
  Operations                                 23 
Business of Corning                          33 
Corning Delaware                             39 
Description of Securities Offered            39 
Description of Corning Capital Stock         57 
Certain Federal Income Tax                      
  Considerations                             62 
Underwriting                                 69 
Validity of the Securities                   70 
Experts                                      70 


6,500,000 
CORNING DELAWARE  
GUARANTEED BY   

Corning Incorporated  

6% Convertible Monthly Income     
Preferred Securities    

Goldman, Sachs & Co.  
Lazard Freres & Co.   

Representatives of the Underwriters   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B4’ Filing		Date		First		Last			Other Filings
		7/21/24		21
		9/15/13		21
		8/5/04		21
		8/5/98		4		21
		8/5/97		21
		8/5/96		21
		7/15/96		21
		12/31/95		10		20
		8/5/95		21
		12/31/94		21
		7/31/94		2		21
		7/21/94		2		21
		7/20/94		21
Filed on:		7/15/94
		7/14/94		1		3			S-3/A
		7/13/94		4		21			8-A12B
		7/12/94		21
		7/8/94		21
		6/28/94		6		21
		6/23/94		12		21
		6/19/94		4		21
		6/7/94		7		21
		6/1/94		8		21
		5/23/94		21
		4/6/94		6
		4/4/94		8		21
		3/31/94		18		19
		3/27/94		6		21
		1/24/94		6
		1/2/94		6		21
		12/31/93		17
		10/6/93		21
		9/17/93		21
		8/13/93		6
		8/10/93		21
		8/4/93		6		21
		7/31/93		17		20
		7/9/93		21
		6/30/93		21
		1/4/93		9		20
		12/31/92		21
		1/13/92		12		14
		1/2/92		20
									List all Filings