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) August 2, 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 9.  Regulation FD Disclosure

On August 2, 2002, Corning  Incorporated is posting a message to shareholders on
its website. The message is filed herewith as Exhibit 99.1.

(c)      Exhibits.

99.1     Message to Shareholders dated August 2, 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 2, 2002         By  /s/    KATHERINE A. ASBECK
                                         Katherine A. Asbeck
                                         Senior Vice President and Controller

                                INDEX TO EXHIBITS

(c)      Exhibits

99.1     Message to Shareholders dated August 2, 2002.

                                                                    Exhibit 99.1

Corning Chairman Addresses Shareholders

August 2, 2002

Dear Corning Stockholder:

In light of the turmoil in the market and the continuing uncertainty surrounding
the timing of a recovery,  I wanted to write and share a few  thoughts  with you
about how Corning is managing through this difficult time.

Naturally,  we have all been  watching the stock  market,  and the  valuation of
Corning  shares in  particular,  with a great deal of concern.  Let me emphasize
that stock prices are based on short-term realities, not long-term prospects. At
present,  as you know,  Corning is  experiencing  losses as we struggle with the
massive downturn in the telecommunications  industry. Although many of our other
businesses  are  performing  strongly,  they are not yet  offsetting our telecom
losses  - so it is  difficult  for  Wall  Street  to  look  beyond  our  present

I know it is extremely  painful to watch your hard-earned  investment in Corning
stock  drop so  dramatically  in value.  I truly  appreciate  your  trust in the
company,  and I am committed to helping our entire  organization stay focused on
our bright long-term prospects.

I want to share with you our three-part strategy not only to survive the current
downturn, but to thrive again in the future:

     .    First,  the  Management  Committee and I are committed  totally to the
          protection  of the  financial  health of the company.  We have reduced
          debt by $650  million  since the  beginning  of the year.  We had $1.3
          billion  of cash on hand  at the end of the  second  quarter.  We have
          since added to this amount by  successfully  raising  $500  million in
          cash through the public  offering of convertible  preferred  stock. We
          realize   this   offering  was  dilutive  and  our  share  price  has,
          unfortunately,  reflected that.  Having this cash on hand enhances our
          ability to maintain a strong balance sheet and manage through  today's
          economic  challenges.  Lastly,  we  continue  to have access to our $2
          billion  committed  line of credit  which does not expire until August

     .    Second,  we are committed to returning  this company to  profitability
          before the end of 2003. This is the single, surest way to help rebuild
          not only our stock price, but our credit rating as well. Profitability
          will  also  be  our  greatest  strength  in  retaining  our  corporate
          independence,  which remains one of our most cherished Values. To work
          toward this goal, we have  implemented an aggressive plan to bring our
          expenses into line with our lowered  revenue  expectations.  That has,
          unfortunately,  meant the  elimination  of about 4,400 jobs, on top of
          the  12,000 we  eliminated  last  year.  The cost  savings  from these
          reductions will help us on the path back to profitability.

     .    Third,  we are  continuing  to invest in our future.  We are fortunate
          that we serve a wide variety of high-growth markets with a broad range
          of technologies. We are working hard to continue to capitalize on that
          diverse  portfolio,  so if one market  suffers,  we still have room to
          grow in others,  such as our display  technologies  and  environmental
          businesses.  With this  strategy and good  execution of our plans,  we
          expect to realize a vibrant and growing future for our company.

Additionally,  I'm sure you are aware that the three major rating  agencies have
reduced  our credit  rating  from  investment  grade to BB, or what is  commonly
referred to as high-yield or "junk bond status."  Naturally,  this doesn't sound
or feel good - but for the near-term  there is very little  practical  impact on
our financial  capability as a result. For example,  we are not borrowing in the
commercial  paper market at the present time. We are in regular contact with the
rating agencies about our strategy and our progress toward our goals.  They tend
to look at profitability as a key factor in their ratings,  and we are confident
that  restoring  our  profitability  by the end of 2003,  as we are committed to
doing, will pave the way for improving our rating once again.

And finally,  a word about the stream of negative  headlines that seem to pop up
almost  daily  about  wrongdoing  in  major  corporations.  We at  Corning  take
integrity very, very seriously, and have a straightforward network of checks and
balances to ensure that all our  financial  reports  are  presented  accurately,
promptly,  and  honestly.  Jim  Flaws,  our vice  chairman  and chief  financial
officer,  and I have signed the oath  attesting to the quality of our  financial
reports, and we have filed them with the SEC. With all the challenges we face as
a company,  our integrity  becomes an even more precious  asset.  Our team knows
that "integrity is the bottom line" and that this value must be reflected in all
our reporting. You can have that same confidence.

Thank  you once  again  for your  faith in  Corning  Incorporated.  Despite  the
difficulties of today, I am confident we will see a bright future together,  and
I thank you for your support as we make that journey.


     James R. Houghton
     Chairman and CEO