Washington, D.C. 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 26, 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)

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

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

                                Page 1 of 6 Pages
                             Exhibit Index on Page 4

Item 5.  Other Events and Regulation FD.

On  August  26,  2002,  Corning  Incorporated  announced  that the  underwriters
exercised their option to purchase an additional 750,000 shares of its 7% Series
C Mandatory  Convertible  Preferred  Stock, in addition to the 5,000,000  shares
they purchased from the Company on July 31, 2002. The press release  relating to
this  announcement is filed herewith as Exhibit 99.1 and is incorporated  herein
by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)      Exhibits.

         99.1     Press Release dated August 26, 2002

                                Page 2 of 6 Pages


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 hereunto duly authorized.

                                    CORNING INCORPORATED

Date:  August 26, 2002              By /s/  Katherine A. Asbeck
                                            Katherine A. Asbeck
                                            Senior Vice President and Controller

                                Page 3 of 6 Pages

                                INDEX TO EXHIBITS

(c)      Exhibits

99.1     Press Release dated August 26, 2002

                                Page 4 of 6 Pages

                                                                    Exhibit 99.1


Corning Contacts:
Media Relations                                Investor Relations
Daniel F. Collins                              Kenneth C. Sofio
(607) 974-4197                                 (607) 974-7705                

  Corning Announces Underwriters Have Exercised Option to Purchase Additional
                     Mandatory Convertible Preferred Stock

CORNING,  N.Y.  -- Corning  Incorporated  (NYSE:GLW)  today  announced  that the
underwriters  have exercised  their option to purchase an additional $75 million
of shares of Series C Mandatory  Convertible Preferred Stock, in addition to the
$500 million they purchased from the company on July 31, 2002.

Each preferred  share has a par value of $100,  pays an annual  dividend rate of
7.0% and is  mandatorily  convertible  into  between  50.813 and 62.5  shares of
Corning's  common stock on August 16, 2005.  These preferred  shares were issued
under Corning's existing $5 billion universal shelf registration statement.  The
book-running managers were Salomon Smith Barney,  JPMorgan and Goldman,  Sachs &

This represents a new financing by Corning.  The offering was 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 the  offering,  contact the  prospectus
department of Salomon Smith Barney, 388 Greenwich Street, New York, N.Y., 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  by 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


                                Page 5 of 6 Pages

Corning  Announces  Underwriters  Have Exercised  Option to Purchase  Additional
Mandatory Convertible Preferred Stock
Page Two

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.

                                Page 6 of 6 Pages