Microsoft Word 10.0.4219; UNITED STATES
                              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 28, 2005

                              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)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

     On April 28, 2005, Corning  Incorporated issued a press release relating to
its annual meeting of shareholders which is attached hereto as Exhibit 99.

     The information in this report,  being  furnished  pursuant to Item 7.01 of
Form 8-K,  shall not be deemed to be "filed"  for  purposes of Section 18 of the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), or otherwise
subject to the liabilities of that Section, and is not incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such filing.


     99. Press Release dated April 28, 2005, issued by Corning Incorporated.

     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.

Dated:   April 28, 2005

                                     CORNING INCORPORATED

                                     By:     /s/ WILLIAM D. EGGERS      
                                     William D. Eggers
                                     Senior Vice President and General Counsel

                                INDEX TO EXHIBIT


     99. Press Release dated April 28, 2005, issued by Corning Incorporated.


                                                                   Exhibit 99


Media Relations Contact:                    Investor Relations Contact:
Monica L. Ott                               Kenneth C. Sofio
(607) 974-8769                              (607) 974-7705                 

      Corning Chairman: Company is Growing Through Innovation, "The Way We
                                  Do It Best"
                       Weeks named chief executive officer

CORNING, N.Y. -- Corning Incorporated's  (NYSE:GLW) Chairman and Chief Executive
Officer  James  R.  Houghton,  today  told  shareholders  that the  company  has
demonstrated  a  multi-year  pattern  of  progress  toward its  financial  goals
resulting in a renewed sense of pride and confidence.

Reflecting  on the company's  accomplishments  since he returned as chairman and
CEO in 2002, Houghton said, "Three years ago, I told you we would succeed and we
did.  We  continued  on our path,  clearly  defining  our  priorities,  focusing
intently on what we do best--applying  generations of knowledge of materials and
processes toward remarkable,  life changing  inventions.  Three years later, our
message is not about losses,  but about profits.  Three years later, we can talk
not about cutbacks,  but about real growth, growth the way we do it best, growth
through innovation."

Houghton  made the  remarks  to more  than 500  shareholders  assembled  for the
company's annual meeting in Corning, N.Y. He reminded them that sales are up and
debt is down. He said the balance sheet gets stronger with each passing  quarter
and that the company  continues to innovate.  "We've been able to make successes
like  these  because  we  have  focused  relentlessly  on a set  of  very  basic
priorities,"  Houghton  said.  "One,  to protect our financial  health;  two, to
improve our  profitability;  three, to invest in our future; and four, to do all
of these  things  while  living  our  Values.  These  priorities  have  been the
foundation  of our progress  over the past three years and our results have been
excellent," Houghton added.

Financial Health and Improving Profitability
Houghton  pointed out that the company's  balance sheet has become stronger over
the past three years. He said the company has consistently  reduced its debt and
plans to further  reduce it to below $2 billion by the end of the year.  He also
told shareholders  that Corning's  liquidity remains strong with $1.9 billion in
cash  and  short-term  investments  at the end of last  year.  "With  all  these
encouraging factors in place, I am pleased to say that just yesterday two of the
three rating  agencies  have  upgraded our credit to BBB-,  an  investment-grade
rating,"  Houghton added.  "This was one of our key priorities for this year and
is recognition  from the financial  community that we have delivered on our goal
to strengthen the balance sheet."

Corning Chairman: Company is Growing Through Innovation,
"The Way We Do It Best"
Page Two

Regarding profitability,  Houghton pointed to the fact that the company improved
net profit before special  charges by $500 million in each of the past two years
and that the company was well on its way to achieving  profitability targets for
2005.  This  improvement  in net  profit  before  special  charges is a non-GAAP
financial  measure.  This and all non-GAAP  financial measures are reconciled on
the  company's  investor  relations  Web site and in  attachments  to this  news
release. "We just announced first-quarter results that were significantly better
than  expected,"  Houghton  said.  "And we are  confident in our  prospects  and
ability to succeed."

Investing  in  the  Future  
Houghton reminded shareholders of the company's continued investment in research
and development for near-term and long-term growth  opportunities.  "We continue
to invest 10 percent of our revenues  into research and  development,"  he said.
"Our  world-class  researchers  are working not only on innovations  for today's
opportunities; they are truly creating the next wave of growth."

He said  Corning's  technology  investments  are helping to maintain  and secure
Corning's leadership position for its growth businesses;  liquid crystal display
glass for notebook  computers,  flat-panel computer screens and LCD televisions;
for the fiber to the premises market; and for diesel emissions control.

Weeks Named CEO
Houghton also recognized  Wendell P. Weeks,  45, who today succeeds him as chief
executive officer. The company had announced the transition plan in January.

Houghton told  shareholders  that Weeks,  "has led some of our most  significant
product  development  and innovation  initiatives  over the  years...and has the
respect and full support of the board, the rest of the Management Committee, and
our employees around the world."

Houghton also  recognized  Peter F.  Volanakis,  49, who succeeds Weeks as chief
operating officer.

Other Business
In other business during the Annual Meeting,  shareholders elected the following
directors to three-year terms: John Seely Brown, 64, retired chief scientist for
Xerox Corporation; Gordon Gund, 65, chairman and chief executive officer of Gund
Investment  Corporation;  John M. Hennessy,  68, senior advisor to Credit Suisse
First  Boston;  and H. Onno Ruding,  65,  retired vice  chairman of Citicorp and
Citibank, N.A.

Corning Chairman: Company is Growing Through Innovation, "The Way We 
Do It Best"
Page Three

Shareholders approved the 2005 Employee Equity Participation  Program,  which is
effective  for fiscal  2005 and  expires on May 1, 2010.  This  program  enables
Corning to continue to make use of restricted stock and performance shares, thus
providing  flexibility in the designing of its  performance  based  compensation

In  addition,   shareholders   ratified  the  Corning  Board  audit  committee's
appointment of PricewaterhouseCoopers LLP as independent auditors for 2005.

Webcast Information
The  company  hosted  a  live  audio  webcast  of the  2005  annual  meeting  of
shareholders  in Corning,  N.Y., from 11 a.m. to 12:15 p.m. EDT, April 28, 2005.
To access the webcast archive,  go to
and click on the webcast  icon.  No password or  registration  is required.  The
webcast will be archived on the Web site for one year following the broadcast.

Presentation of Information
Non-GAAP  financial  measures are not in accordance  with, or an alternative to,
GAAP. Corning's non-GAAP net profit measure excludes  restructuring,  impairment
and  other  charges  and  adjustments  to  prior  estimates  for  such  charges.
Additionally,  the company's  non-GAAP measure excludes  adjustments to asbestos
settlement reserves required by movements in Corning's common stock price, gains
and losses  arising  from debt  retirements,  charges or  credits  arising  from
adjustments  to the  valuation  allowance  against  deferred tax assets,  equity
method  charges  resulting  from  impairments  of equity method  investments  or
restructuring, impairment or other charges taken by equity method companies, and
gains from discontinued  operations.  The company believes presenting a non-GAAP
net profit  measure is helpful to  analyze  financial  performance  without  the
impact of unusual  items that may  obscure  trends in the  company's  underlying
performance.  This  non-GAAP  measure is reconciled on the company's Web site at and accompany this news release.

Corning Chairman: Company is Growing Through Innovation, "The Way We 
Do It Best"
Page Four

About Corning Incorporated
Corning Incorporated  ( is a diversified technology company that
concentrates its efforts on high-impact growth  opportunities.  Corning combines
its  expertise  in  specialty  glass,   ceramic  materials,   polymers  and  the
manipulation of the properties of light,  with strong process and  manufacturing
capabilities  to develop,  engineer  and  commercialize  significant  innovative
products  for  the  telecommunications,   flat  panel  display,   environmental,
semiconductor, and life sciences industries.

Forward-Looking 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 and political conditions; tariffs, import duties
and currency  fluctuations;  product demand and industry  capacity;  competitive
products and pricing; manufacturing efficiencies; cost reductions;  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 liquid crystal  display  industry and other
businesses;  changes  in the  mix  of  sales  between  premium  and  non-premium
products;  facility expansions and new plant start-up costs; possible disruption
in commercial  activities due to terrorist activity,  armed conflict,  political
instability or major health concerns; ability to obtain financing and capital on
commercially  reasonable terms; adequacy and availability of insurance;  capital
resource and cash flow activities;  capital spending; equity company activities;
interest costs;  acquisition and divestiture activities;  the level of excess or
obsolete  inventory;  the rate of  technology  change;  the  ability  to enforce
patents;  product and components  performance issues;  changes in key personnel;
stock price  fluctuations;  and adverse  litigation or regulatory  developments.
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.

                          Year Ended December 31, 2004
                        (Unaudited; amounts in millions)

Corning's comment, "...the company improved net profit before special charges by
$500 million for the past two years ..." is a non-GAAP  financial measure within
the meaning of Regulation G of the Securities and Exchange Commission.  Non-GAAP
financial  measures are not in accordance  with, or an alternative to, generally
accepted  accounting  principles  (GAAP).  The  company  believes  presenting  a
non-GAAP  improvement in net income is helpful to analyze financial  performance
without  the impact of unusual  items that may obscure  trends in the  company's
underlying  performance.  A detailed  reconciliation is provided below outlining
the  differences  between this  non-GAAP  measure and the directly  related GAAP

                                                                    Net Income                         Improvement      
                                                         For the years ended December 31,             2004      2003
                                                         2004         2003           2002        vs. 2003      vs. 2002
                                                       --------    ---------      --------       --------      --------
Net income, excluding special items                  $    674    $    128       $   (392)        $     546      $    520
                                                                                                 =========     =========

Special items:
Restructuring, impairment and other (charges)
  and credits (a)                                     (1,802)         (26)        (1,462)

Asbestos settlement (b)                                  (30)        (263)

(Loss) gain on repurchases and retirement of
  debt, net (c)                                          (34)          12            108

(Provision) benefit for income taxes (d)                  (937)

Equity in earnings of associated companies,
  net of impairments (e)                                   (56)         (74)           (34)

Income from discontinued operations (f)                     20                         478
                                                     ---------    ---------       --------

Net loss                                             $  (2,165)   $    (223)      $ (1,302)
                                                     =========    =========       ========

2004 Special Items:

(a)  Corning  recorded  charges of $1.789 billion ($1.802 billion  after-tax and
     minority  interest)  primarily  related to the  impairment  of goodwill and
     fixed assets in the Telecommunications segment.

(b)  As part of Corning's  asbestos  settlement  arrangement to be  incorporated
     into the Pittsburgh Corning Corporation (PCC)  reorganization plan, Corning
     will contribute, when the reorganization plan becomes effective, 25 million
     shares of Corning  common  stock to a trust.  This  portion of the asbestos
     liability requires  quarterly  adjustment based upon movements in Corning's
     common stock price prior to  contribution  of the shares to the trust.  For
     2004,  Corning recorded a charge of $33 million ($30 million after-tax) for
     the  change  in its  common  stock  price of $11.77 at  December  31,  2004
     compared to $10.43, the common stock price at December 31, 2003.

(c)  During 2004,  Corning  retired a  significant  portion of  long-term  debt,
     resulting in a loss of $36 million ($34 million after-tax).

(d)  In the third quarter of 2004,  Corning increased income tax expense by $937
     million  as a result of the  company's  decision  to  provide  a  valuation
     allowance against a significant portion of its deferred tax assets.

(e)  This amount  reflects  charges of $35 million  for  impairments  of certain
     non-strategic  equity method  investments  in Corning's  Telecommunications
     segment and $21 million  related to  restructuring  actions and  bankruptcy
     related charges recorded by Dow Corning Corporation.

(f)  This gain relates to the final  settlement  of escrowed  proceeds  from the
     2002 sale of Corning's precision lens business to 3M Company.

2003 Special Items:

(a)  Corning  recorded net charges of $111 million ($26 million  after-tax)  for
     our decision to shutdown  Corning Asahi Video  Products  Company,  exit the
     photonics technologies business within our Telecommunications  segment, and
     shutdown  two of our  Specialty  Materials  manufacturing  facilities.  The
     charges  for  these  actions  were  partially  offset by  credits  to prior
     periods' restructuring plans, most notably for our decision not to exit two
     cabling sites previously marked for shutdown in 2002.

(b)  This charge  represents  recording the initial liability based on the terms
     of the PCC settlement  agreement  ($298 million) plus the charge to reflect
     movements in Corning's  common stock price from the settlement  arrangement
     date and December 31, 2003 ($115 million).

(c)  During 2003,  Corning  retired a  significant  portion of  long-term  debt,
     resulting in a gain of $19 million ($12 million after-tax).

(e)  This amount  primarily  reflects  our portion of asset  impairment  charges
     recorded by our equity method investment, Samsung Corning Co., Ltd.

2002 Special Items:

(a)  Corning  recorded  total  net  charges  of $2.08  billion  ($1.462  billion
     after-tax  and  minority  interest)  related to the  following  significant
     actions:  restructuring  charges of $1.271 billion ($929 million  after-tax
     and minority interest) for the closure of facilities,  workforce reductions
     and   abandonment  of  certain   construction   projects,   mostly  in  our
     Telecommunications  segment;  $400 million ($294 million after-tax) for the
     impairment of goodwill in our Telecommunications  segment; and $409 million
     ($239  million  after-tax)  for the  impairment  of assets of our  photonic
     technologies and conventional video components businesses.

(c)  During  2002,  Corning  retired a  significant  portion of  long-term  debt
     resulting in a gain of $176 million ($108 million after-tax).

(e)  This amount  reflects  charges for  impairments  of certain  equity  method
     investments in Corning's Telecommunications segment.

(f)  On December 13, 2002,  Corning  completed  the sale of our  precision  lens
     business to 3M Company for approximately  $800 million in cash and recorded
     a gain on the sale of $652 million  ($415  million  after-tax)  included in
     income from discontinued operations. The remaining $63 million, net of tax,
     of  income  from  discontinued  operations  represents  the 2002  operating
     results of the precision lens business prior to the sale to 3M Company.