Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report: (Date of earliest event reported) April 25, 2002

                              CORNING INCORPORATED
             (Exact name of registrant as specified in its charter)

New York                             1-3247                 16-0393470
(State or other jurisdiction         (Commission            (I.R.S. Employer
of incorporation)                    File Number)           Identification No.)

One Riverfront Plaza, Corning, New York                     14831
(Address of principal executive offices)                    (Zip Code)

(607) 974-9000
(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Item 5.   Other Events and Regulation FD Disclosure.

On April 25, 2002, Corning  Incorporated held its Annual Meeting of Shareholders
and  announced  the  re-election  of  certain  directors,  approval  of the 2002
worldwide  employee  share purchase  plan,  certain  remarks by Chairman and CEO
James R. Houghton and that two directors  were stepping  down. The press release
relating  to  these  announcements  is filed  herewith  as  Exhibit  99.1 and is
incorporated by reference.

Item 7.   Financial Statements and Exhibits.

(c) Exhibits.

99.1  Press Release dated April 25, 2002


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                CORNING INCORPORATED

Date:  April 25, 2002           By  /s/    KATHERINE A. ASBECK
                                           Katherine A. Asbeck
                                           Senior Vice President and Controller

                                INDEX TO EXHIBITS

(c)      Exhibits

99.1     Press Release dated April 25, 2002

                                                                    Exhibit 99.1


Corning Media Contacts:
Daniel F. Collins                                             Monica L. Ott
(607) 974-4197                                                (607) 974-8769                               

             Corning Chairman Tells Shareholders: "We will succeed"
            Reaffirms commitment to technology and telecommunications

CORNING, N.Y. - In his first address to shareholders since returning to the helm
of Corning Incorporated  (NYSE:GLW),  James R. Houghton,  the company's chairman
and CEO, said Corning is facing a serious challenge today, but the company "will
succeed"  by  capitalizing  on  its  fundamental  technology  strengths  in  the
telecommunications,  advanced  materials,  information display and environmental
markets.  "We remain both  convinced and confident  that we have  positioned the
company  in the  right  places  and  for  long-term  growth.  We have  not  lost
technology  leadership and we have not lost market share.  We must remember that
technology and innovation are at the heart of this company's future, a future we
will never allow to be jeopardized," he said.

Making his comments during the company's  annual  shareholders  meeting today in
Corning,  N.Y.,  Houghton  reminded  shareholders that Corning is well placed in
high  technology  markets,  some that are  growing  today  and some that  should
recover and grow in the future.  Houghton  said that  continued  high  bandwidth
growth  rates would use up  over-capacity  and  eventually  drive new demand for
optical   communications   equipment.   "There  will  be  a  significant  growth
opportunity to open up the  bottlenecks  that are tightening and are keeping the
power of broadband from those who want it; it's simply the law of the market. At
some point, this industry is going to emerge with a need to meet the demand with
maximum efficiency. There will be a very select group of companies that can help
network carriers achieve that and Corning will be the leader."


Corning Chairman Tells Shareholders:  "We will succeed"
Page Two

Houghton  also told  shareholders  that  Corning  continues  to believe that the
telecommunications  industry  has hit  bottom,  but  that  the  company  expects
industry demand will remain at low levels for the foreseeable  future. He stated
that when growth does resume in the telecommunications  industry, the company is
unsure of how strong or how fast it will  occur,  so Corning  must take  further
cost  cutting  actions in  preparation  for this new reality of  operating  as a
smaller company.  He reiterated the company's  restructuring  plans,  which were
announced  on April 15. They  include  workforce  reductions,  consolidation  of
organizational  structures,  plant  closures,  elimination  of some research and
development  facilities,  technical  spending cuts and  centralization of shared

He told  shareholders that over the coming months there will be dramatic changes
at Corning  and the  changes  will be  painful.  "People are going to lose jobs.
Communities  are going to lose plants and  facilities.  And this company will be
tested."  He  added  that  the  changes  are  necessary  to  return  Corning  to
profitability in 2003, "something I am absolutely committed to doing."

Houghton also reminded  shareholders  that, at its core, Corning is a technology
company  and  that it would  continue  to  innovate.  He  said,  "The  company's
technological diversity is an underlying strength of the company. Our scientific
knowledge  base in our core  technologies  must remain  second to none.  We must
continue to innovate on the  strength of one of the world's  leading  industrial
research organizations and we must continue to connect technology and innovation
to the needs of customers around the world."

Houghton  said the  company is grounded  in 150 years of  technology,  materials
science and process design and that he was optimistic about Corning's future. He
said the company  would  capitalize  on its  fundamental  strengths  and use its
experience to rebound from this tough  position,  as it has in the past. "We are
going to succeed,  and we will  continue  to be the unique and  special  company
whose 150-year history we celebrated last year."

In other business,  shareholders re-elected the following directors:  John Seely
Brown,  chief  scientist,  Xerox  Corporation;  Gordon Gund,  chairman and chief
executive  officer,  Gund  Investment  Corporation;  John  M.  Hennessy,  senior
advisor,  Credit  Suisse  First  Boston;  and H.  Onno  Ruding,  vice  chairman,
Citibank, N.A. John W. Loose, past president and CEO, Corning Incorporated,  was
on the slate of candidates approved by the shareholders today, but resigned as a
director effective April 25 in conjunction with his retirement.

Roger G.  Ackerman,  retired  chairman and CEO,  Corning  Incorporated,  who had
agreed to stay on the Board  this past year at  Houghton's  request to assist in
these challenging times, did not stand for re-election.


Corning Chairman Tells Shareholders:  "We will succeed"
Page Three

Corning also announced that the 2002 worldwide  employee share purchase plan was
approved by  shareholders.  This is the  continuation of a similar plan that was
first adopted in 1990.

About Corning Incorporated
Established in 1851, Corning Incorporated ( creates leading-edge
technologies for the  fastest-growing  markets of the world's  economy.  Corning
manufactures    optical   fiber,   cable   and   photonic   products   for   the
telecommunications  industry;  and high-performance  displays and components for
television,  information technology and other communications-related industries.
The company also uses advanced materials to manufacture products for scientific,
semiconductor  and  environmental  markets.  Corning revenues for 2001 were $6.3


Webcast Information
The  company  will host a live  audio  webcast  of the 2002  annual  meeting  of
shareholders in Corning,  N.Y.,  available from 11 a.m. to 12:15 p.m., April 25,
2002.  To access  the  webcast,  go to  and click on the
webcast  icon.  No passcode or  registration  is  required.  The webcast will be
archived on the Web site for 14 days after the broadcast.

Forward and cautionary statements
This press release contains forward-looking statements that involve a variety of
business risks and other uncertainties that could cause actual results to differ
materially.  These risks and uncertainties include the possibility of changes or
fluctuations in global economic  conditions;  currency  exchange rates;  product
demand and industry capacity; competitive products and pricing; availability and
costs  of  critical  components  and  materials;  new  product  development  and
commercialization;  order  activity  and demand  from major  customers;  capital
spending  by  larger  customers  in the  telecommunications  industry  and other
business  segments;  the mix of sales between premium and non-premium  products;
possible disruption in commercial activities due to terrorist activity and armed
conflict;  ability to obtain  financing and capital on  commercially  reasonable
terms;  acquisition and divestiture activities;  the level of excess or obsolete
inventory;  the ability to enforce patents;  product and components  performance
issues; and litigation. These and other risk factors are identified in Corning's
filings with the Securities and Exchange Commission.  Forward-looking statements
speak  only  as of the day  that  they  are  made,  and  Corning  undertakes  no
obligation to update them in light of new information or future events.

Investor Relations Contact:
Katherine M. Dietz
(607) 974-8217