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) July 29, 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 July 29,  2002,  Corning  Incorporated  announced  a plan for an  offering of
Series C Mandatory  Convertible  Preferred  Stock. The press release relating to
this  announcement is filed herewith as Exhibit 99.1 and is incorporated  herein
by reference.

Item 7.   Financial Statements and Exhibits.

(c) Exhibits.

99.1  Press Release dated July 29, 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:  July 29, 2002        By  /s/    KATHERINE A. ASBECK
                                       Katherine A. Asbeck
                                       Senior Vice President and Controller

                                INDEX TO EXHIBITS

(c)      Exhibits

99.1     Press Release dated July 29, 2002

                                                                    Exhibit 99.1

FOR RELEASE - July 29, 2002

Corning Contacts:
Media Relations                             Investor Relations
Daniel F. Collins                           Katherine M. Dietz
(607) 974-4197                              (607) 974-8217             

Corning  Announces Plan for Public Offering of Mandatory  Convertible  Preferred

CORNING,  N.Y. - Corning  Incorporated  (NYSE:  GLW) today announced that it has
commenced a public offering of $500 million of mandatory  convertible  preferred
stock under its existing $5 billion universal shelf registration statement.

The preferred shares are mandatorily convertible into shares of Corning's common
stock in August 2005. The offering is expected to be priced on or about July 31,
2002. The book-running managers are Salomon Smith Barney,  JPMorgan and Goldman,
Sachs & Co.

Net proceeds from the offering will be used as follows:

..    Approximately  $105 million to purchase U.S. Treasury  securities that will
     be  pledged  as  collateral  to secure  the  payment  of  dividends  on the
     mandatory convertible preferred stock.
..    To fund capital expenditure, operating losses, including cash restructuring
     spending, working capital requirements and general corporate purposes.
..    Purchase  and retire  long-term  debt  securities  with a weighted  average
     interest  rate of 4% per annum with  maturities  ranging  from 2003 through

This represents a new financing by Corning.  This offering is made by means of a
prospectus  supplement to a prospectus that is part of Corning's universal shelf
registration  statement  previously filed with the U.S.  Securities and Exchange
Commission  and declared  effective in March 2001.  For a copy of the prospectus
and  prospectus  supplement  relating to this  offering,  contact the prospectus
department of Salomon Smith Barney,  388 Greenwich  Street,  New York, NY 10013,
Telephone: (718) 765-6732.


Corning Announces Plan for Public Offering of Mandatory
Convertible Preferred Stock
Page Two

This news release shall not constitute an offer to sell, or the  solicitation of
an offer  to buy,  nor  shall  there  be any  sale of  these  securities  in any
jurisdiction  in which such offer,  solicitation or sale would be unlawful prior
to  registration  or  qualification  under  the  securities  laws  of  any  such

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


Forward-Looking and Cautionary Statements
This news 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.