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 31, 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 31,  2002,  Corning  Incorporated  announced an outline of the terms and
pricing of the offering of the Series C mandatory  convertible  preferred  stock
offering.  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 31, 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:  August 1, 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 31, 2002

                                                                    Exhibit 99.1

FOR RELEASE - July 31, 2002

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

                Corning Announces Mandatory Convertible Preferred
                                 Stock Offering

CORNING,  N.Y. - Corning Incorporated  (NYSE:GLW) announced today the completion
of a public  offering  of $500  million  aggregate  amount of Series C mandatory
convertible   preferred  stock.  These  preferred  shares  will  be  mandatorily
convertible  in August 2005 into  shares of Corning  common  stock,  and will be
issued under the  company's  existing $5 billion  universal  shelf  registration
statement,  declared effective by the U.S. Securities and Exchange Commission in
March 2001.

In addition,  Corning has granted the  underwriters the option to purchase up to
$75 million aggregate amount of additional preferred shares.

"Our  primary  operating  objectives  are to continue  to protect the  financial
health of the company while driving toward  profitability  in 2003 with a strong
focus on cash flow. Today's announcement is further evidence of that commitment.
We are well down the path of our previously announced restructuring program, and
this  transaction  represents a prudent  step toward  preserving  the  financial
health of the company," said James B. Flaws,  vice chairman and chief  financial

The  mandatory  preferred  shares  pay an annual  dividend  rate of 7.0% and are
mandatorily  convertible into between  approximately 254 million and 313 million
shares of Corning common stock on August 16, 2005.

Net proceeds from the offering will be used as follows:

..    To purchase  approximately  $102 million of 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   expenditures,   operating   losses,   including   cash
     restructuring spending,  working capital requirements and general corporate
..    To purchase and retire  long-term debt securities  with a weighted  average
     interest  rate of 4% per annum with  maturities  ranging  from 2003 through


Corning Announces Mandatory Convertible Preferred Stock Offering
Page Two

Corning's  Board of Directors  today declared an annual dividend of $7 per share
on the Series C preferred stock for an aggregate  amount of  approximately  $105
million payable quarterly,  over three years. Corning will secure the payment of
this  dividend by using a portion of the proceeds  from the sale of the Series C
preferred stock to purchase U.S. treasury securities that Corning will pledge as
collateral evidencing its obligation to pay dividends.  The offering will result
in a  one-time  reduction  of  between  $0.11  and  $0.12 per share in the third
quarter in earnings available to Corning common shareholders.

Joint book-runners are Salomon SmithBarney, JPMorgan and Goldman, Sachs & Co.

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.  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

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


Corning Announces Mandatory Convertible Preferred Stock Offering
Page Three

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.